LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
S-6/A, 1999-07-19
Previous: LANDRYS SEAFOOD RESTAURANTS INC, DEF 14A, 1999-07-19
Next: ECONNECT, SB-2/A, 1999-07-19





                                                                   July 19, 1999
                                                      Registration No. 333-76799

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                          PRE-EFFECTIVE AMENDMENT 1 TO
                                    FORM S-6

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   -----------

                   LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
                              (Exact Name of Trust)

                          LINCOLN BENEFIT LIFE COMPANY
                               (Name of Depositor)
                              206 South 13th Street
                             Lincoln, Nebraska 68508
          (Complete Address of Depositor's Principal Executive Offices)

                                   JOHN MORRIS
                          LINCOLN BENEFIT LIFE COMPANY
                              206 South 13th Street
                             Lincoln, Nebraska 68508
                                 1-800-525-9287

                (Name and Complete Address of Agent for Service)
         Copy to:
         Richard T. Choi, Esquire
         Freedman, Levy, Kroll & Simonds
         1050 Connecticut Avenue, N.W.
         Washington, D.C.  20036

Title of securities being registered - interests under flexible premium variable
universal life insurance policies.

Approximate date of proposed public offering:  As soon as practicable  after the
effective date of this registration statement.

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

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


<PAGE>


<TABLE>
<CAPTION>

                        CROSS REFERENCE SHEET TO PROSPECTUS

Cross reference sheet pursuant to Rule 404(c) showing  location in Prospectus of
information required by Items of Form N-8B-2.

Item Number in Form N-8B-2                              Caption in Prospectus
- --------------------------                              ---------------------

                      ORGANIZATION AND GENERAL INFORMATION

<S>                                                     <C>
1.   (a)  Name of trust . . . . . . . . . . . . . . .   Cover, Definitions

     (b)  Title of each class of securities issued  .   Cover, Purchase of Policy and Allocation of Premiums

2.   Name & address of each depositor . . . . . . . .   Cover, Lincoln Benefit Life Company

3.   Name & address of custodian  . . . . . . . . . .   Separate Account

4.   Name & address of principal underwriter  . . . .   Distribution of Policies

5.   State in which organized . . . . . . . . . . . .   Separate Account

6.   Date of organization . . . . . . . . . . . . . .   Separate Account

9.   Material litigation  . . . . . . . . . . . . . .   Legal Proceedings

         GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

GENERAL INFORMATION CONCERNING SECURITIES AND RIGHTS OF HOLDERS

10.  (a), (b)Type of Securities . . . . . . . . . . .   Cover, Purchase of Policy and Allocation of Premiums

     (c)  Rights of securityholders . . . . . . . . .   Cover, Amount Payable
          re: withdrawal or redemption                  on Surrender of the Policy, Policy Loans, Cancellation and Exchange Rights

     (d)  Rights of securityholders . . . . . . . . .   Cover, Cancellation and Exchange Rights,
          re: conversion, transfer or partial           Amount Payable on Surrender of the Policy, Partial Withdrawals,
          withdrawal                                    Allocation Of Premiums, Transfer of Policy Value

     (e)  Rights of securityholders . . . . . . . . .   Lapse and
          re: lapses, default, & reinstatement          Reinstatement

     (f)  Provisions re: voting rights  . . . . . . .   Voting Rights

     (g)  Notice to securityholders . . . . . . . . .   Statements to Policy Owners

     (h)  Consent of Securityholders  . . . . . . . .   Additions, Deletions or Substitutions of Securities, Allocation of Premiums

     (i)  Other principal features  . . . . . . . . .   Deductions and Charges, Policy Benefits and Rights, Policy Value

INFORMATION CONCERNING SECURITIES UNDERLYING TRUST'S SECURITIES

11. Unit of specified securities in which security
     holders have an interest . . . . . . . . . . . .   Cover, Portfolios

12.  (a)-(d) Name of company, name & address of its
     custodian  . . . . . . . . . . . . . . . . . . .   Cover, Portfolios

INFORMATION CONCERNING LOADS, FEES, CHARGES & EXPENSES

13. (a) With respect to each load, fee, charge &
          expense . . . . . . . . . . . . . . . . . .   Deductions and Charges

     (b)  Deductions for sales charges  . . . . . . .   Premium Tax Charge and Premium Expense Charge, Surrender Charge

     (c)  Sales load as percentage
          of amount invested. . . . . . . . . . . . .   Premium Tax Charge and Premium Expense Charge, Surrender Charge

     (d)-(g) Other loads, fees & expenses . . . . . .   Monthly Deduction, Premium Tax Charge and Premium Expense Charge, Mortality
                                                        and Expense Risk Charge, Transfer Fee, Policy Fee, Portfolio Expenses

INFORMATION CONCERNING OPERATION OF TRUST

14.  Procedure for applications for & issuance of
     trust's securities . . . . . . . . . . . . . . .   Application for a Policy, Allocation of Premiums, Distribution of Policies

15. Procedure for receipt of payments from purchases
     of trust's securities  . . . . . . . . . . . . .   Application for a Policy, Allocation of Premiums, Premiums, Safety Net
                                                        Premium, Transfer of Policy Value

16.  Acquisition and disposition of underlying
     securities . . . . . . . . . . . . . . . . . . .   Cover, Portfolios


17.  (a)  Procedure for withdrawal  . . . . . . . . .   Cover, Amount Payable on Surrender of the Policy, Partial Withdrawals,
                                                        Cancellation and Exchange Rights

     (b)  Redemption or repurchase  . . . . . . . . .   Cover, Amount Payable on Surrender of the Policy, Partial Withdrawals,
                                                        Cancellation and Exchange Rights

     (c)  Cancellation or resale  . . . . . . . . . .   Not Applicable

18.  (a)  Income of the Trust . . . . . . . . . . . .   Portfolios, Allocation of Premiums

19. Procedure for keeping records & furnishing
     information to securityholders . . . . . . . . .   Portfolios, Statements to Policy Owners


21.  (a) & (b) Loans to securityholders . . . . . . .   Policy Loans

23.  Bonding arrangements for depositor . . . . . . .   Safekeeping of the Separate Account's Assets

24.  Other material provisions  . . . . . . . . . . .   General Policy Provisions

           ORGANIZATION, PERSONNEL & AFFILIATED PERSONS OF DEPOSITOR

ORGANIZATION & OPERATIONS OF DEPOSITOR

25. Form, state & date of organization
     of depositor . . . . . . . . . . . . . . . . . .   Lincoln Benefit Life Company

27.  General character of business of depositor . . .   Lincoln Benefit Life Company

28.  (a)  Officials and affiliates of the depositor .   Lincoln Benefit Life Company, Executive Officers and
                                                        Directors of Lincoln Benefit

     (b)  Business experience of officers and
          directors of the depositor  . . . . . . . .   Executive Officers and Directors of Lincoln Benefit

COMPANIES OWNING SECURITIES OF DEPOSITOR

29. Each company owning 5% of voting securities of
     depositor  . . . . . . . . . . . . . . . . . . .   Lincoln Benefit Life Company

CONTROLLING PERSONS

30.  Control of depositor . . . . . . . . . . . . . .   Lincoln Benefit Life Company

                  DISTRIBUTION & REDEMPTIONS OF SECURITIES

DISTRIBUTION OF SECURITIES

35.  Distribution . . . . . . . . . . . . . . . . . .   Lincoln Benefit Life Company, Distribution of Policies

38.  (a)  General description of method of
          distribution of securities  . . . . . . . .   Distribution of Policies

     (b)  Selling agreement between trust or depositor
          & underwriter . . . . . . . . . . . . . . .   Distribution of Policies

     (c)  Substance of current agreements . . . . . .   Distribution of Policies

PRINCIPAL UNDERWRITER

39.  (a) & (b) Principal Underwriter  . . . . . . . .   Distribution of Policies

41.  Character of Underwriter's business  . . . . . .   Distribution of Policies

OFFERING PRICE OR ACQUISITION VALUE OF SECURITIES OF TRUST

44.  Information concerning offering price or
     acquisition valuation of securities of trust.
     (All underlying securities are shares in
     registered investment companies.)  . . . . . . .   Portfolios, Policy Value, Accumulation Unit Value


REDEMPTION VALUATION OF SECURITIES OF TRUST

46.  Information   concerning   redemption   valuation  of  Portfolios,   Policy
     securities of trust.  (All underlying  securities  Value,  Accumulation are
     shares in a registered investment company Unit Value


PURCHASE & SALE OF INTERESTS IN UNDERLYING SECURITIES

47.  Maintenance of Position  . . . . . . . . . . . .   Cover, Separate Account, Portfolios, Allocation of Premiums

                  INFORMATION CONCERNING TRUSTEE OR CUSTODIAN

48.  Custodian of trust . . . . . . . . . . . . . . .   Separate Account

50.  Lien on trust assets . . . . . . . . . . . . . .   Separate Account

           INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

51.  (a)  Name & address of insurer . . . . . . . . .   Cover, Lincoln Benefit Life Company

     (b)  Types of policies . . . . . . . . . . . . .   Cover, Purchase of Policy and Allocation of Premiums, Tax Matters

     (c)  Risks insured & excluded  . . . . . . . . .   Death Benefit, Other Insurance Benefits, Misstatements
                                                        as to Age and Sex, Suicide

     (d)  Coverage  . . . . . . . . . . . . . . . . .   Cover, Purchase of Policy and Allocation of Premiums

     (e)  Beneficiaries . . . . . . . . . . . . . . .   Death Benefit, Beneficiary

     (f)  Terms of cancellations & reinstatement  . .   Lapse and Reinstatement

     (g)  Method of determining amount of premium paid
          by holder . . . . . . . . . . . . . . . . .   Purchase of Policy and Allocation of Premiums

                             POLICY OF REGISTRANT

52.  (a) & (c) Selection of Portfolio securities  . .   Additions, Deletions, and Substitutions of Securities

REGULATED INVESTMENT COMPANY

53.  (a)  Taxable status of trust . . . . . . . . . .   Taxation of the Company and the Separate Account

                     FINANCIAL AND STATISTICAL INFORMATION

59.  Financial Statements . . . . . . . . . . . . . .   Financial Statements


*Items not listed are not applicable to this Registration Statement.
</TABLE>


<PAGE>


                                   PROSPECTUS
                        FLEXIBLE PREMIUM "LAST SURVIVOR"
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                                    Issued By
                          Lincoln Benefit Life Company
                               In Connection With
                   Lincoln Benefit Life Variable Life Account
           STREET ADDRESS: 206 SOUTH 13TH ST., LINCOLN, NE 68508-1993
            MAILING ADDRESS: P. O. BOX 82532, LINCOLN, NE 68501-2532
                        TELEPHONE NUMBER: 1-800-525-9287

The Policy is designed to provide both life insurance protection and flexibility
in connection with premium  payments and death benefits.  The Policy is designed
for prospective Insured Persons age 30-85. Subject to certain restrictions,  you
may vary the  frequency  and amount of the  premium  payments  and  increase  or
decrease the level of life insurance benefits payable under the Policy.

When  both  Insured  Persons  have  died,  we  will  pay a  Death  Benefit  to a
Beneficiary  specified  by you. We will  reduce the amount of the Death  Benefit
payment by any unpaid Policy loans and any unpaid Policy charges. You may choose
one of two Death Benefit options: (1) a level amount, which generally equals the
Face Amount of the Policy; or (2) a variable amount,  which generally equals the
Face Amount plus the Policy Value.  While the Policy remains in force, the Death
Benefit  will not be less than the  maximum of the  current  Face  Amount of the
Policy or the Policy Value  multiplied  by the  applicable  corridor  percentage
specified in the Policy. The minimum Face Amount of the Policy is $250,000.

We allocate  your  Premium to the  investment  options  under the Policy and our
Fixed Account in the proportions  that you choose.  The Policy  currently offers
thirty-seven  investment  options,  each of which is a Subaccount of the Lincoln
Benefit Life Variable Life Account (the  "Separate  Account").  Each  Subaccount
invests exclusively in shares of one of the following Portfolios:

Janus Aspen  Series:  Flexible  Income  Portfolio,  Balanced  Portfolio,  Growth
Portfolio, Aggressive Growth Portfolio, Worldwide Growth Portfolio

Federated Insurance Management Series: Utility Fund II, Fund for U.S. Government
Securities II, High Income Bond Fund II


Fidelity Variable Insurance Products Fund:  Fidelity VIP Money Market Portfolio,
Fidelity VIP Equity-Income  Portfolio,  Fidelity VIP Growth Portfolio,  Fidelity
VIP Overseas Portfolio

Fidelity  Variable  Insurance  Products  Fund II:  Fidelity  VIP  Asset  Manager
Portfolio, Fidelity VIP Contrafund Portfolio, Fidelity VIP Index 500 Portfolio


- --------------------------------------------------------------------------------
Neither  the  Securities  and  Exchange  Commission  nor  any  State  Securities
Commission has Approved or  Disapproved  of these  Securities or Passed upon the
Accuracy or Adequacy of this Prospectus. Any Representation to the Contrary is a
Criminal Offense.


                  The Date of this Prospectus is July 19, 1999.


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

Scudder  Variable Life  Investment  Fund: Bond  Portfolio,  Balanced  Portfolio,
Growth and Income Portfolio, Global Discovery Portfolio, International Portfolio


Strong Variable Insurance Funds, Inc.: Discovery Fund II, MidCap Growth Fund II


Strong Opportunity Fund II, Inc.: Opportunity Fund II

T. Rowe Price  International  Series,  Inc.: T. Rowe Price  International  Stock
Portfolio


T. Rowe Price Equity Series,  Inc.: T. Rowe Price New America Growth  Portfolio,
T. Rowe Price Mid-Cap Growth Portfolio, T. Rowe Price

Equity Income Portfolio

MFS  Variable  Insurance  Trust:  Growth with Income  Series,  Research  Series,
Emerging Growth Series, Total Return Series, New Discovery Series

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

The Policy does not have a guaranteed  minimum  Policy Value.  Your Policy Value
will rise and fall,  depending on the  investment  performance of the Portfolios
underlying the  Subaccounts  to which you allocate your  Premiums.  You bear the
entire investment risk on amounts  allocated to the Subaccounts.  The investment
policies  and  risks  of  each  Portfolio  are  described  in  the  accompanying
prospectus  for the  Portfolios.  The Policy Value will also  reflect  Premiums,
amounts withdrawn, and any insurance or other charges.

The Policy will remain in force as long as the Net Surrender Value is sufficient
to pay the monthly charges under the Policy.  In addition,  during the first ten
Policy Years,  we guarantee that the Policy will remain in effect  regardless of
changes  in the  Policy  Value,  as long as your total  Premiums  (less  partial
withdrawals and Policy Debt) at least equal the applicable  Safety Net Premiums,
as described on page [ ]. By paying larger amounts of premiums (Age 100 No Lapse
Premiums) you can extend this guarantee until the policy  anniversary  following
the younger  Insured  Person's  100th  birthday if you elect only Death  Benefit
Option 1.

We will not accept any Premium  which would cause the Policy not to qualify as a
life  insurance  contract  under  the  Internal  Revenue  Code of 1986 (the "Tax
Code").

You may cancel the Policy by returning it to us within 10 days after you receive
it, or after  whatever  longer  period may be  permitted  by state law.  We will
refund the Policy Value as of the date we receive your Policy,  plus any charges
previously deducted, unless your state requires a refund of Premium.

It may not be Advantageous for You to Replace Existing Insurance Coverage or Buy
Additional Insurance if you Already Own a Variable Life Insurance Policy.

This Prospectus is Valid only if Accompanied by the Current Prospectuses for the
Portfolio  Listed  Above.  If any of the  Prospectuses  are 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.

This Policy may not be available in all states.

<PAGE>

                                TABLE OF CONTENTS

DEFINITIONS.................................................

QUESTIONS AND ANSWERS ABOUT YOUR POLICY.....................

PURCHASE OF POLICY AND ALLOCATION OF PREMIUMS...............
Application for a Policy....................................
Premiums....................................................
Premium Limits..............................................
Modified Endowment Contracts................................
Safety Net and No Lapse Premiums............................
Allocation of Premiums......................................
Policy Value................................................
Accumulation Unit Value.....................................
Transfer of Policy Value....................................
Transfers Authorized by Telephone...........................
Dollar Cost Averaging.......................................
Portfolio Rebalancing.......................................
Specialized Uses of the Policy..............................

THE INVESTMENT AND FIXED ACCOUNT OPTIONS....................
Separate Account Investments................................
Portfolios..................................................
Voting Rights...............................................
Additions, Deletions, and Substitutions of Securities.......
The Fixed Account...........................................

POLICY BENEFITS AND RIGHTS..................................
Death Benefit...............................................
Death Benefit Options.......................................
Change in Face Amount.......................................
Optional Insurance Benefits.................................
Policy Loans................................................
Amount Payable on Surrender of the Policy...................
Partial Withdrawals.........................................
Settlement Options..........................................
Maturity....................................................
Lapse and Reinstatement.....................................
Cancellation and Exchange Rights............................
Postponement of Payments....................................

DEDUCTIONS AND CHARGES......................................
Premium Tax Charge and Premium Expense Charge...............
Monthly Deduction...........................................
Policy Fee..................................................
Monthly Administrative Charge...............................
Mortality and Expense Risk Charge...........................
Cost of Insurance Charge....................................
Deduction for Separate Account Income Taxes.................
Portfolio Expenses..........................................
Surrender Charge............................................
Transfer Fee................................................

GENERAL POLICY PROVISIONS...................................
Statements to Policy Owners.................................
Limit on Right to Contest...................................
Suicide.....................................................
Misstatement as to Age and Sex..............................
Beneficiary.................................................
Assignment and Change of Ownership..........................
Dividends...................................................

TAX MATTERS.................................................
Taxation of the Company and the Variable Account............
Taxation of Contract Benefits...............................
Modified Endowment Contracts................................
Diversification Requirements................................
Ownership Treatment.........................................

DESCRIPTION OF LINCOLN BENEFIT LIFE COMPANY AND THE SEPARATE
ACCOUNT.....................................................
Lincoln Benefit Life Company................................
Executive Officers and Directors of Lincoln Benefit.........
Separate Account............................................
Safekeeping of the Separate Account's Assets................
State Regulation of Lincoln Benefit.........................
Year 2000...................................................

MARKET TIMING AND ASSET ALLOCATION SERVICES.................

DISTRIBUTION OF POLICIES....................................

LEGAL PROCEEDINGS...........................................

LEGAL MATTERS...............................................

REGISTRATION STATEMENT......................................

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

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

APPENDIX....................................................  A-1

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE.  LINCOLN  BENEFIT 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  UNIT - An accounting unit of measurement which we use to calculate
the value of a Subaccount.

AGE - An Insured Person's age at his or her last birthday.

BENEFICIARY(IES) - The person(s) named by you to receive the Death Benefit under
the Policy.

DEATH BENEFIT - The amount payable to the Beneficiary  under the Policy upon the
death of the Insured  Person who dies last,  before payment of any unpaid Policy
Debt or Policy Charges.

FACE AMOUNT - The initial  amount of insurance  under your Policy,  adjusted for
any changes in accordance with the terms of your Policy.

FIXED  ACCOUNT - The  portion  of the  Policy  Value  allocated  to our  general
account.

GRACE PERIOD - A 61-day  period  during which the Policy will remain in force so
as to permit you to pay  sufficient  additional  Premium to keep the Policy from
lapsing.

INSURED PERSONS - The persons whose lives are insured under the Policy.

ISSUE  DATE - The date on which the Policy is  issued.  It is used to  determine
Policy Anniversaries, Policy Years and Policy Months.

LOAN  ACCOUNT  -  An  account  established  for  amounts  transferred  from  the
Subaccounts or the Fixed Account as security for outstanding Policy loans.

MONTHLY   AUTOMATIC   PAYMENT  -  A  method  of  paying  a  Premium  each  month
automatically, for example by bank draft or salary deduction.

MONTHLY  DEDUCTION  - The amount  deducted  from  Policy  Value on each  Monthly
Deduction  Day for the policy fee,  mortality  and expense risk charge,  cost of
insurance charge, and the cost of any benefit riders.

MONTHLY DEDUCTION DAY - The same day in each month as the Issue Date. The day of
the month on which Monthly Deductions are taken from your Policy Value.

NET DEATH BENEFIT - The Death Benefit, less any Policy Debt.

NET INVESTMENT FACTOR - The factor we use to determine the change in value of an
Accumulation  Unit in any  Valuation  Period.  We determine  the Net  Investment
Factor separately for each Subaccount.

NET POLICY VALUE - The Policy Value, less any Policy Debt.

NET PREMIUM - The Premium less the premium tax and the premium expense charges.

NET SURRENDER VALUE - The Policy Value less any applicable surrender charges and
less any unpaid Policy Debt.  The Net  Surrender  Value must be positive for the
Policy to remain in effect, unless the Safety Net Premium feature or the Age 100
No Lapse Premium feature is in effect.

POLICY  ANNIVERSARY  - The  same  day and  month  as the  Issue  Date  for  each
subsequent year the Policy remains in force.

POLICY DEBT - The sum of all unpaid Policy loans and accrued loan interest.

POLICY OWNER ("YOU") - The person(s)  named in the Policy  application as having
the privileges of ownership  defined in the Policy.  If the application does not
provide otherwise,  the younger Insured Person will be the Owner. If your Policy
is issued  pursuant to a  retirement  plan,  your  ownership  privileges  may be
modified by the plan.

POLICY VALUE - The sum of the values of your interests in the Subaccounts of the
Separate Account,  the Fixed Account and the Loan Account. The amount from which
the Monthly Deductions are made and the Death Benefit is determined.

POLICY  YEAR - Each  twelve-month  period  beginning  on the Issue Date and each
Policy Anniversary.

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.

PREMIUM - Amounts paid to us as premium for the Policy by you or on your behalf.

QUALIFIED PLAN - A pension or profit-sharing  plan established by a corporation,
partnership,  sole proprietor,  or other eligible organization that is qualified
for favorable tax treatment under Section 401(a) or 403(b) of the Tax Code.

SEPARATE  ACCOUNT - The Lincoln  Benefit Life Variable Life Account,  which is a
segregated investment account of Lincoln Benefit.

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

SURRENDER VALUE - The Policy Value less any applicable surrender charges.

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.  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.

<PAGE>

                              QUESTIONS AND ANSWERS
                                ABOUT YOUR POLICY

These  are  answers  to  questions  that  you may  have  about  some of the most
important  features of your  Policy.  The Policy is more fully  described in the
remainder of the Prospectus. Please read the Prospectus carefully.

1.   WHAT  IS  A  FLEXIBLE  PREMIUM  "LAST  SURVIVOR"  VARIABLE  UNIVERSAL  LIFE
     INSURANCE POLICY?

The  Policy  has a Death  Benefit,  Policy  Value,  and other  features  of life
insurance  providing fixed benefits.  It is a "flexible  premium" policy because
you have a great amount of flexibility in determining  when and how much premium
you  want to pay.  It is a "last  survivor"  policy,  because  we pay the  death
benefit  only upon the death of the last  survivor of the  Policy's two original
Insured Persons.  It is a "variable" policy because the Death Benefit and Policy
Value vary  according to the  investment  performance of the Portfolios to which
you have allocated your Premiums. The Policy Value is not guaranteed. Payment of
the Death  Benefit may be guaranteed  under the Safety Net Premium  provision or
the No Lapse Premium provision. This Policy provides you with the opportunity to
take advantage of any increase in your Policy Value,  but you also bear the risk
of any decrease.


2. WHAT ARE THE CHARGES DEDUCTED FROM MY POLICY VALUE?

When we receive a Premium from you, we will deduct a premium tax
charge and a premium expense charge,  before we allocate your Net Premium to the
Policy Value. The combined premium tax and premium expense charges will be 6% of
your Premium for the first ten Policy  Years and 4% of your Premium  thereafter.

We also will take a  Monthly  Deduction  from your  Policy  Value.  The  Monthly
Deduction consists of the following charges:

(a)  A monthly policy fee of $7.50;

(b)  A monthly  administrative  charge  equal to $0.12 per $1,000 of face amount
     during each of the Policy's first 84 months;

(c)  A monthly mortality and expense risk charge;

(d)  A cost of insurance charge; and

(e)  The cost of any additional benefits provided to you by rider.

The mortality and expense risk charge for the first  fourteen  Policy Years will
be 0.72% (on an annual basis) of the Policy Value allocated to the  Subaccounts.
Thereafter,  we intend to charge an annual rate of 0.36%,  and we guarantee that
we never charge more than 0.48%.

The  cost of  insurance  charge  covers  our  anticipated  mortality  costs.  We
determine  it  separately  for the  initial  Face Amount of your Policy and each
subsequent increase in Face Amount.

If we ever charge you a cost of insurance rate during the first fourteen  Policy
Years which is greater than the rate provided by the rate scale in effect on the
Issue Date,  we will  notify you.  For 60 days after we mail that notice to you,
you may surrender your Policy without paying any surrender charge.

The monthly  mortality  and expense  risk charge is deducted  pro rata from your
interest  in the  Subaccounts.  The other  parts of the  Monthly  Deduction  are
deducted pro rata from your interest in the Subaccounts and the Fixed Account.

We impose a surrender  charge to cover a portion of the sales  expenses we incur
in  distributing  the Policies.  These  expenses  include  agents'  commissions,
advertising, and the printing of Prospectuses. The surrender charge is described
in the answer to Question 3 below and in "Surrender Charge", on page __.

The  charges  assessed  under  the  Policy  are  described  in  more  detail  in
"Deductions and Charges", beginning on page __.

In addition to our charges under the Policy, each Portfolio deducts amounts from
its assets to pay its  investment  advisory  fee and other  expenses.  The table
below  contains a summary of those  charges and  expenses  for 1998.  You should
refer to the  Prospectuses  for the Portfolios for more  information  concerning
their respective charges and expenses.


<TABLE>
<CAPTION>


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


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

FEDERATED INSURANCE MANAGEMENT SERIES
   Utility II (2) (after fee waiver or expense                  0.68%               0.25%           0.93%
        reimbursement
   U.S. Government Securities II (2) (after fee waiver          0.52%               0.33%           0.85%
        or expense reimbursement)
   High Income Bond II                                          0.60%               0.18%           0.78%

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Fidelity VIP Money Market                                    0.20%               0.10%           0.30%
   Fidelity VIP Equity-Income (3)                               0.49%               0.09%           0.58%
   Fidelity VIP Growth (3)                                      0.59%               0.09%           0.68%
   Fidelity VIP Overseas (3)                                    0.74%               0.17%           0.91%

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Fidelity VIP Asset Manager (3)                               0.54%               0.10%           0.64%
   Fidelity VIP Contrafund (3)                                  0.59%               0.11%           0.70%
   Fidelity VIP Index 500                                       0.24%               0.11%           0.35%

THE ALGER AMERICAN FUND
   Income and Growth                                           0.625%              0.075%           0.70%
   Small Capitalization                                         0.85%               0.04%           0.89%
   Growth                                                       0.75%               0.04%           0.79%
   Midcap Growth                                                0.80%               0.04%           0.84%
   Leveraged Allcap (4)                                         0.85%               0.11%           0.96%

SCUDDER VARIABLE LIFE INVESTMENT FUND
   Bond                                                         0.47%               0.09%           0.56%
   Balanced                                                     0.47%               0.08%           0.55%
   Growth and Income                                            0.47%               0.09%           0.56%
   Global Discovery                                             0.97%               0.81%           1.78%
   International                                                0.87%               0.18%           1.05%

STRONG VARIABLE INSURANCE FUNDS, INC.
   Discovery II                                                 1.00%               0.18%           1.18%
   MidCap Growth II                                             1.00%               0.20%           1.20%

STRONG OPPORTUNITY FUND II, INC.
   Opportunity II                                               1.00%               0.16%           1.16%

T. ROWE PRICE INTERNATIONAL SERIES, INC. (7)
   T. Rowe Price International Stock                            1.05%               0.00%           1.05%

T. ROWE PRICE EQUITY SERIES, INC.(7)
   T. Rowe Price  New America Growth                            0.85%               0.00%           0.85%
   T. Rowe Price Mid-Cap Growth                                 0.85%               0.00%           0.85%
   T. Rowe Price Equity Income                                  0.85%               0.00%           0.85%

MFS VARIABLE INSURANCE TRUST (5)
   Growth with Income                                           0.75%               0.13%           0.88%
   Research                                                     0.75%               0.11%           0.86%
   Emerging Growth                                              0.75%               0.10%           0.85%
   Total Return (6)                                             0.75%               0.16%           0.91%
   New Discovery (6)                                            0.90%               0.27%           1.17%
</TABLE>

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

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

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

(4)  Included  in the Other  Expenses  of this  Portfolio  is 0.03% of  interest
     expense.

(5)  Each  Portfolio  has  an  expense  offset  arrangement  which  reduces  the
     Portfolio's  custodian fee based upon the amount of cash  maintained by the
     Portfolio with its custodian and dividend  disbursing  agent, and may enter
     into other such  arrangements and directed  brokerage  arrangements  (which
     would also have the effect of reducing the Portfolio's expenses).  Any such
     fee reductions are not reflected under "Other Expenses."

(6)  The Adviser has agreed to bear  expenses  for these  Portfolio.  Subject to
     reimbursement by these Portfolios,  such that each such Portfolio's  "Other
     Expenses"  shall not exceed 0.25% of the average  daily net assets  (except
     for Emerging  Growth,  Research,  and Growth with Income) of the  Portfolio
     during the current  fiscal year.  Otherwise,  "Other  Expenses"  and "Total
     Expenses"  for each New  Discovery  would be Other  Expenses 4.32 and Total
     Expenses 5.22%.

(7)  The management fee includes the ordinary expenses of operating the funds.



3. DO I HAVE ACCESS TO THE VALUE OF MY POLICY?

While  the  Policy  is in  force,  you may  surrender  your  Policy  for the Net
Surrender Value. Upon surrender,  life insurance  coverage under the Policy will
end.  You may  also  withdraw  part of  your  Policy  Value  through  a  partial
withdrawal.  A partial withdrawal must equal at least $500. For more detail, see
"Amount Payable on Surrender of the Policy" and "Partial  Withdrawals",  on page
__.

We may subtract a surrender  charge from the surrender  proceeds.  The surrender
charge  equals the amount  shown in the  surrender  charge table in your Policy,
plus any additional surrender charge due to increases in the Face Amount of your
Policy. The amount of the surrender charge decreases over time.

Generally, the initial amount of the Surrender Charge depends on the Face Amount
of your Policy and the Insured  Persons'  age at issue,  sex,  and  underwriting
status as smokers or non-smokers. For example, if the Insured Persons are a male
age 55 and a female age 55 and the Face Amount of coverage  is  $1,000,000  when
your Policy is issued, the initial Surrender Charge would be as follows:

Both Non-Smokers......................................    $13,867.00
Both Smokers..........................................    $23,975.00


The Surrender  Charge rates for each category are greater or lesser according to
the ages of the Insured Persons when your Policy is issued.  The maximum initial
Surrender  Charge will never be greater  than $60 per $1000 of the initial  Face
Amount coverage and will never be less than $3.00 per $1000 amount of coverage.

If you surrender your Policy after fourteen  Policy Years have elapsed,  we will
not charge a surrender charge (unless you have increased the Face Amount of your
Policy,  as explained  below).  Before that time,  we determine  the  applicable
surrender  charge by multiplying the initial  surrender charge on your Policy by
the  appropriate  surrender  charge  percentage for the Policy Year in which the
surrender  occurs.  The applicable  surrender charge  percentage  depends on the
younger  Insured's sex and age and the number of years elapsed since your Policy
was issued. The applicable  surrender charge percentage begins to decrease after
the seventh Year.

If you increase the Initial  Face Amount of your  Policy,  we will  determine an
additional surrender charge amount applicable to the amount of the increase.  We
calculate the additional  surrender  charge using the same procedures  described
above, except that we use the Insured Persons' ages and underwriting  classes at
the time of the increase, rather than at the time your Policy was issued.

We will include in your Policy a table  showing the  surrender  charge rates and
the surrender charge percentages applicable under the Policies. For more detail,
see "Surrender Charges", on page __.

In addition,  each time you take a partial  withdrawal,  we may deduct a partial
withdrawal service fee of $10 from the amount withdrawn.

4. WHAT ARE THE DEATH BENEFIT OPTIONS?


While the Policy is in force,  we will pay a Death  Benefit  to the  Beneficiary
upon the death of the last surviving Insured Person. The Policy provides for two
Death Benefit options. Under Option 1, the Death Benefit is equal to the greater
of your  Policy's  Face Amount and the Policy  Value  multiplied  by a specified
percentage.  Under  Option 2, the Death  Benefit is equal to the greater of your
Policy's  Face Amount plus the Policy Value on the  surviving  Insured  Person's
date  of  death  or the  Policy  Value  multiplied  by a  specified  percentage.
Decreases in the Policy Value will never cause the Death Benefit to be less than
the Face Amount. Before we pay the Death Benefit to the Beneficiary, however, we
will subtract an amount  sufficient to repay any outstanding  Policy Debt and to
pay any due and unpaid charges.


5. WHAT ARE THE SAFETY NET AND AGE 100 NO LAPSE PREMIUM FEATURES?

Unless your state  requires your Policy to provide  otherwise,  we agree to keep
the  Policy  in force  for a  specified  period,  regardless  of the  investment
performance of the Portfolios, if you have paid certain amounts of premiums. If,
at the beginning of each Policy month,  your total  Premiums paid (as reduced to
reflect withdrawals and Policy Debt) is at least equal to the cumulative Age 100
No Lapse Premiums shown in your Policy,  and so long as you choose Death Benefit
Option 1, the guarantee will extend until the policy  anniversary  following the
younger  Insured  Person's  100th  birthday  (the Age 100 No  Lapse  guarantee).
Otherwise, the specified period will be the first ten Policy Years, or until the
next Policy  Anniversary  after the younger  Insured's 90th birthday,  whichever
period is shorter. We call this the "Safety Net" guarantee, and it requires that
certain  "Safety Net  Premium"  amounts  have been paid,  as  specified  in your
Policy.



If neither the Safety Net  guarantee  nor the Age 100 No Lapse  guarantee  is in
effect,  your Policy will remain in force as long as the Net Surrender  Value is
large enough to pay the Monthly  Deductions  on your Policy as they come due. If
on any Monthly  Deduction Day the Net  Surrender  Value is less than the Monthly
Deduction  due,  your  Policy  will  enter the Grace  Period.  If you do not pay
sufficient  additional  Premium, at the end of the Grace Period your Policy will
end.


6. HOW WILL MY POLICY VALUE BE DETERMINED?


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. Your Policy Value
is the sum of the values of your  interests in the  Subaccounts  of the Separate
Account,  plus the values in the Fixed Account and the Loan Account. Your Policy
Value will  depend on the  investment  performance  of the  Subaccounts  and the
amount of interest we credit to the Fixed  Account,  as well as the Net Premiums
paid, partial withdrawals,  and charges assessed.  We do not guarantee a minimum
Policy Value.


7. WHAT ARE THE PREMIUMS FOR THIS POLICY?


You have considerable  flexibility as to the timing and amount of your Premiums.
You have a required Premium in your Policy, which is based on your Policy's Face
Amount and the Insured Persons' ages, sex, and risk classes.  You do not have to
pay the required  Premium after the first Policy Year. To take  advantage of the
Safety Net  guarantee,  you must pay the  cumulative  Safety Net  Premiums  due.
Similarly, to take advantage of the Age 100 No Lapse guarantee, you must pay the
cumulative  Age 100 No Lapse Premiums due.  Otherwise,  you may pay any level of
Premium,  as long as the Premium  would not cause your Policy to lose its status
as a life insurance  contract under the Tax Code. Your Policy also has a planned
periodic  Premium.  You establish a planned periodic Premium when you purchase a
Policy.  You are not required to pay the planned periodic  Premium,  and we will
not  terminate  your Policy  merely  because you did not pay a planned  periodic
Premium.


8. CAN I INCREASE OR DECREASE MY POLICY'S FACE AMOUNT?


Yes, you have  considerable  flexibility  to increase or decrease  your Policy's
Face  Amount.  You may  request an  increase  and/or a decrease  after the first
Policy Year by sending us a written request.  Your requested increase must be at
least  $10,000.  If you request an increase in Face Amount,  you must provide us
with evidence of both Insured Persons'  insurability that meets our underwriting
standards.  An increase in the Face  Amount of your  Policy  will  increase  the
charges deducted from your Policy Value. We will not decrease the Face Amount of
your Policy below  $250,000.  For more detail,  see "Change in Face Amount",  on
page __.


9. HOW ARE MY PREMIUMS ALLOCATED?


Before your Premiums are allocated to the Policy Value,  we deduct a premium tax
charge of 2.5% of each Premium and a premium expense charge. The premium expense
charge  will be 3.5% of each  Premium  for the first ten  Policy  Years and 1.5%
thereafter. For more detail, see "Premium Tax Charge and Premium Expense Charge"
on page __. The remaining amount is called the Net Premium.

When you apply for the Policy,  you specify in your  application how to allocate
your Net Premiums  among the  Subaccounts  and the Fixed  Account.  You must use
whole number  percentages  and the total  allocations  must equal 100%.  You may
change your allocation percentages at any time by notifying us in writing

Generally,  we will  allocate  your  Premiums to the  Subaccounts  and the Fixed
Account as of the date your  Premiums  are  received  in our home  office.  If a
Premium requires an underwriting,  the Premium will not be allocated nor will it
earn interest prior to the Issue Date. Once underwriting approval and Premium is
received,  we will  allocate  that Premium in  accordance  with your most recent
instructions.  If there are  outstanding  requirements  when we issue the Policy
which  prevent us from placing your Policy in force,  your  Premiums will not be
allocated until all requirements are satisfied.


In some  states,  we are  required to return at least your Premium if you cancel
your  Policy  during the  "free-look"  period.  In those  states,  currently  we
allocate  any  Premium  received  before  the  end of the  free-look  period  as
described above. In the future,  however, if you live in one of those states, we
reserve the right to delay  allocating your Premiums to the Subaccounts you have
selected or to the Fixed  Account until 20 days after the Issue Date or, if your
state's  free look period is longer than ten days,  for ten days plus the period
required by state law. We will allocate  Premiums  received  during that time to
the Fidelity Money Market Sub-Account.


You may transfer  Policy Value among the Subaccounts and the Fixed Account while
the Policy is in force, by writing to us or calling us at 1-800-525-9287.  While
we currently  are not charging a transfer  fee, the Policy gives us the right to
impose a transfer fee of up to $10 upon the second and each subsequent  transfer
in a single calendar month.  While you may also transfer  amounts from the Fixed
Account,  certain  restrictions  may apply.  For more detail,  see  "Transfer of
Policy Value" and "Transfers  Authorized by Telephone",  on pages __-__. You may
also  use  our  automatic  Dollar  Cost  Averaging   program  or  our  Portfolio
Rebalancing program. You may not use both programs at the same time.

Under the Dollar Cost Averaging program,  amounts are automatically  transferred
at regular  intervals from the Fixed Account or a Subaccount of your choosing to
up to eight options, including other Subaccounts or the Fixed Account. Transfers
may be made monthly,  quarterly,  or annually. For more detail, see "Dollar Cost
Averaging", on page __.

Under the Portfolio Rebalancing program, you can maintain the percentage of your
Policy Value allocated to each Subaccount at a pre-set level. Investment results
will  shift  the  balance  of  your  Policy  Value  allocations.  If  you  elect
rebalancing,  we will  automatically  transfer  your  Policy  Value  back to the
specified  percentages  at  the  frequency  (monthly,  quarterly,  semiannually,
annually) that you specify.  For more detail,  see "Portfolio  Rebalancing",  on
page __.


10. WHAT ARE MY INVESTMENT CHOICES UNDER THE POLICY?


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

            Fund                       Portfolio(s)
- -----------------------------  ----------------------------------------
- -----------------------------------------------------------------------

Janus Aspen Series             Flexible Income Portfolio
                               Balanced Portfolio
                               Growth Portfolio
                               Aggressive Growth Portfolio
                               Worldwide Growth Portfolio
- -----------------------------------------------------------------------
Federated Insurance            Utility Fund II
Management Series              Fund for U.S. Government
                               Securities II
                               High Income Bond Fund II
- -----------------------------------------------------------------------

Fidelity Variable Insurance    Fidelity VIP Money Market Portfolio
Products Fund                  Fidelity VIP Equity-Income Portfolio
                               Fidelity VIP Growth Portfolio
                               Fidelity VIP Overseas Portfolio

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

Fidelity Variable Insurance    Fidelity VIP Asset Manager Portfolio
Products Fund II               Fidelity VIP Contrafund Portfolio
                               Fidelity VIP Index 500 Portfolio

- -----------------------------------------------------------------------
The Alger American Fund        Income and Growth Portfolio
                               Small Capitalization
                               Portfolio
                               Growth Portfolio
                               MidCap Growth Portfolio
                               Leveraged AllCap Portfolio
- -----------------------------------------------------------------------
Scudder Variable Life          Bond Portfolio
Investment Fund                Balanced Portfolio
                               Growth and Income Portfolio
                               Global Discovery Portfolio
                               International Portfolio
- -----------------------------------------------------------------------

Strong Variable Insurance      Discovery Fund II
Funds, Inc.                    MidCap Growth Fund II

- -----------------------------------------------------------------------
Strong Opportunity Fund II,    Opportunity Fund II
Inc.
- -----------------------------------------------------------------------

T. Rowe Price International    T. Rowe Price International Stock Portfolio
Series, Inc.

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

T. Rowe Price Equity Series,   T. Rowe Price New America Growth Portfolio
Inc.                           T. Rowe Price Mid-Cap Growth Portfolio
                               T. Rowe Price Equity Income Portfolio

- -----------------------------------------------------------------------
MFS Variable Insurance Trust   Growth with Income Series
                               Research Series
                               Emerging Growth Series
                               Total Return Series
                               New Discovery Series
- -----------------------------------------------------------------------

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.

Some of the Portfolios described in this Prospectus may not be available in your
Policy. In addition, the Fixed Account is available in most states.


11. MAY I TAKE OUT A POLICY LOAN?


Yes,  you may borrow  money from us using your Policy as security  for the loan.
The  maximum  loan  amount  is  equal  to  90%  of the  Surrender  Value.  Other
restrictions  may apply if your Policy is issued in connection  with a Qualified
Plan. For more detail, see "Policy Loans", on page __.


12. WHAT ARE THE TAX CONSEQUENCES OF BUYING THIS POLICY?

Your Policy is structured to meet the  definition of a life  insurance  contract
under the Tax Code.  We may need to limit the amount of  Premiums  you pay under
the Policy to ensure that your Policy continues to meet that definition.

Current  federal tax law  generally  excludes all death  benefits from the gross
income of the beneficiary of a life insurance policy. In addition, you generally
are not  subject to taxation  on any  increase  in the Policy  Value until it is
withdrawn.  Generally,  you will be taxed on surrender proceeds and the proceeds
of any partial  withdrawals  only if those  amounts,  when added to all previous
distributions,  exceed the total Premiums paid.  Amounts received upon surrender
or withdrawal in excess of Premiums paid will be treated as ordinary income.

Special rules govern the tax treatment of life insurance policies which meet the
federal definition of a modified endowment contract. Depending on the amount and
timing of your Premiums, your Policy may meet that definition. Under current tax
law,  death benefit  payments  under  modified  endowment  contract,  like death
benefit payments under life insurance contracts, generally are excluded from the
gross income of the  beneficiary.  Withdrawals  and policy loans,  however,  are
treated  differently.  Amounts  withdrawn  and policy loans are treated first as
income,  to the extent of any gain, and then as a return of premium.  The income
portion of the  distribution  is  includable  in your taxable  income.  Also, an
additional  10%  penalty  tax is  generally  imposed on the  taxable  portion of
amounts received before age 59 1/2. For more information on the tax treatment of
the Policy, see "Tax Matters", beginning on page __.

13. CAN I RETURN THIS POLICY AFTER IT HAS BEEN DELIVERED?


You may  cancel  your  Policy by  returning  it to us within  ten days after you
receive it, or after  whatever  longer  period may be permitted by state law. If
you return your Policy,  the Policy  terminates and, in most states, we will pay
you an amount  equal to your Policy Value on the date we receive the Policy from
you, plus any charges  previously  deducted.  In some states, we are required to
send  you the  amount  of your  Premiums.  In those  states,  we  currently  are
allocating  your initial Premium as described in the answer to question 7 above.
In the future, however, if you live in one of those states, we reserve the right
to delay allocating your Premiums to the Subaccounts you have selected or to the
Fixed  Account  until 20 days after the Issue Date or, if your state's free look
period is longer than ten days,  for ten days plus the period  required by state
law. We will  allocate  Premiums  received  during that time to the Fidelity VIP
Money Market  Sub-Account.  Your Policy will contain specific  information about
your free-look rights in your state.


In  addition,  during the first two Policy Years or the first two years after an
increase in the Face Amount, if the Policy is in force you may convert it into a
non-variable  universal  life  insurance  policy.  We  will  accomplish  this by
transferring all of your Policy Value to the Fixed Account and ending your right
under the Policy to allocate Policy Value to the Subaccounts. We will not charge
you to perform this amendment.

                PURCHASE OF POLICY AND ALLOCATION OF PREMIUMS

APPLICATION  FOR A POLICY.  You may apply to purchase a Policy by  submitting  a
written  application  to us at our home  office.  We  generally  will not  issue
Policies to insure people who are older than age 85. The minimum Face Amount for
a Policy is  $250,000.  Before we issue a Policy,  we will require you to submit
evidence  satisfactory  to us that the  Insured  Persons  meet our  underwriting
requirements to issue coverage. Acceptance of your application is subject to our
underwriting  rules.  We reserve  the right to reject your  application  for any
lawful  reason.  If we do not issue a Policy to you, we will return your Premium
to you. We reserve the right to change the terms or conditions of your Policy to
comply with changes in the applicable law.

We will issue your Policy when we have  determined that your  application  meets
our  underwriting  requirements.   We  will  apply  our  customary  underwriting
standards  to the  proposed  Insured  Persons.  If on the Issue  Date  there are
outstanding  requirements  that prevent us from placing your policy in force, we
will allocate your Premium when all requirements have been met. An example of an
outstanding  requirement is an amendment to your  application that requires your
signature.

We will commence  coverage of the Insured Persons under the Policy,  if they are
both then still living, on the later of:

1)       the Issue Date, and
2)       the date that we receive your first Premium,
3)       the date that all requirements have been met.

If you pay a Premium with your  application  and your  requested  Face Amount is
less  than  $500,000,  we  will  provide  the  Insured  Persons  with  temporary
conditional insurance if you meet all of the terms of a conditional receipt. The
temporary  conditional  insurance  provides  coverage during the underwriting of
your application if both Insured Persons are ultimately approved for coverage on
the same basis as the risk  classification and Face Amount of coverage for which
you applied. If your application qualifies for temporary conditional  insurance,
coverage  generally  starts when you complete your application and pay the first
Premium. If a medical exam or lab test results are required,  however, temporary
conditional  coverage  starts  when all  medical  exams and lab tests  have been
completed.  The Issue Date determines Monthly Deduction Days, Policy months, and
Policy Years.

PREMIUMS. During the first Policy Year, you must pay an amount at least equal to
the required Premium shown in your Policy. We will send you a reminder notice if
you pay  annually,  semi-annually,  or  quarterly.  You may also  make a Monthly
Automatic Payment.

After the first Policy Year, you may pay additional Premiums at any time, and in
any  amount,  as long as your  Premium  would not cause your  Policy to lose its
status as a life insurance contract under the Tax Code, as explained below.

While your Policy also will show a planned periodic Premium amount,  you are not
required to pay planned periodic  Premiums.  The planned periodic Premium is set
by you when you  purchase  your  Policy.  Your Policy  will not lapse,  however,
merely because you did not pay a planned periodic Premium.

Even if you pay all of the  planned  periodic  Premiums,  however,  your  Policy
nevertheless  may enter the Grace  Period and  thereafter  lapse if you have not
paid the  required  Safety Net or Age 100 No Lapse  Premium  amounts and the Net
Surrender  Value is no longer  enough to pay the  Monthly  Deductions.  However,
paying planned periodic Premiums will generally provide greater benefits than if
a lower amount of Premium is paid.  Paying  planned  periodic  Premiums can also
help to keep your Policy in force if your  payments are greater than or equal to
the Safety Net or Age 100 No Lapse Premium amounts.

Premiums must be sent to us at our home office.  Unless you request otherwise in
writing,  we will treat all payments  received while a Policy loan exists as new
Premium.

PREMIUM LIMITS. Before we will accept any Premium that would require an increase
in the net  amount at risk  under the  Policy,  you first  must  provide us with
evidence of  insurability.  The Tax Code imposes limits on the amount of Premium
that can be  contributed  under a life  insurance  contract.  If you exceed this
limit,  your Policy would lose its favorable  federal income tax treatment under
the Tax Code. Accordingly, we will not accept any Premium which would cause your
Policy to exceed this limit,  unless you increase the Face Amount of your Policy
appropriately.  To obtain this increase, you must submit a written request to us
and provide  evidence of  insurability  meeting  our then  current  underwriting
standards. Otherwise, we will only accept the portion of your Premium that would
cause your total  Premiums  to equal the  maximum  permitted  amount and we will
return the excess to you. In addition, we will not accept any additional Premium
from you until we can do so without exceeding the limit set by the Tax Code.

MODIFIED ENDOWMENT  CONTRACTS.  Under certain  circumstances,  a Policy could be
classified  as a "modified  endowment  contract",  a category of life  insurance
contract  defined  in the Tax Code.  If your  Policy  were to become a  modified
endowment  contract,  distributions  and loans from the Policy  could  result in
current taxable income for you, as well as other adverse tax consequences. These
tax  consequences  are  described  in  more  detail  in  "Tax  Matters--Modified
Endowment Contracts", on page __.

Your Policy could be deemed to be a modified  endowment contract if, among other
things,  you pay too much  Premium  or the Death  Benefit  is  reduced.  We will
monitor  the status of your  Policy and advise you if you need to take action to
prevent the Policy from being deemed to be a modified endowment contract. If you
pay a Premium that would result in your Policy being deemed a modified endowment
contract,  we will  notify  you and allow you to  request a refund of the excess
Premium,  or other  action,  to avoid having your Policy being deemed a modified
endowment  contract.  If,  however,  you  choose  to have your  Policy  deemed a
modified endowment contract, we will not refund the Premium.

If you replace a modified  endowment  contract  issued by another insurer with a
Policy, your Policy will also be deemed to be a modified endowment contract. Our
ability to determine  whether a replaced  policy issued by another  insurer is a
modified  endowment  contract is based solely on the  sufficiency  of the policy
data we receive  from the other  insurer.  We do not  consider  ourselves  to be
liable to you if that data is insufficient to accurately  determine  whether the
replaced policy is a modified endowment contract.  You should discuss this issue
with your tax adviser if it pertains to your situation. Based on the information
provided to us, we will notify you as to whether you can contribute more Premium
to your Policy without causing it to become a modified endowment contract.

"SAFETY  NET" AND "AGE 100 NO LAPSE"  PREMIUMS.  The  Safety  Net and Age 100 No
Lapse  Premium  features  are  intended to enable you to ensure that your Policy
will remain in force  during a  specified  period  regardless  of changes in the
Policy Value.  The specified Safety Net period is the first ten Policy Years or,
if sooner, until the Policy Anniversary after the younger Insured Person reaches
age 90. The  specified Age 100 No Lapse period can extend until the first Policy
Anniversary  after the younger  Insured Person reaches age 100 unless you change
to Death Benefit Option 2 before then.


As a general rule,  your Policy will enter the Grace Period,  and may lapse,  if
the Net Surrender Value is not sufficient to pay a Monthly  Deduction when it is
due.  Under the Safety Net and Age 100 No Lapse Premium  features,  however,  we
guarantee that regardless of declines in your Policy Value, your Policy will not
enter the  Grace  Period if your  Policy is still  within  either or both of the
Safety Net or Age 100 No Lapse  periods,  and you have met our  premium  payment
test for that period.  The Safety Net Premium test requires that the  cumulative
amount of all  premiums  you have  paid  under  your  policy  (less any  partial
withdrawals you have made and less any outstanding  Policy Debt) at least equals
the  cumulative  amount of monthly  Safety Net premiums for the number of Policy
Months that have then elapsed.  If you have failed to pay Safety Net Premiums on
a timely basis and the Net Surrender Value is not sufficient to cover all Policy
charges and expenses, we will send you a notice of this deficiency. At that time
you will have the option to pay an amount equal to either:


1.   the  shortfall  between the total value of all Safety Net  Premiums for the
     number of Policy  Months  that have  elapsed  less the amount of Safety Net
     premium previously paid; or

2.   the  amount  necessary  to bring the Net  Surrender  Value up to a positive
     amount.

The Age 100 No Lapse  Premium test requires  that, as of each Monthly  Deduction
Day, the cumulative amount of all premiums you have paid under your policy (less
any partial  withdrawals you have made and less any outstanding  Policy Debt) at
least equals the  cumulative  amount of monthly Age 100 No Lapse Premium for the
number of Policy  Months that have then elapsed.  The Age 100 No Lapse  Premiums
will be higher than the Safety Net  Premiums,  because the period of the Age 100
No Lapse  guarantee is longer,  and the Age 100 No Lapse  guarantee  will become
unavailable if you ever choose or have chosen Death Benefit Option 2.

During the first  Policy  Year,  the Safety Net  Premium  amount  will equal the
required  Premium.  As a result,  if you continue to pay that amount on a timely
basis,  take no Policy  loans or  partial  withdrawals,  and  request no benefit
changes,  the  Safety Net  Premium  feature  will  remain in effect for its full
period.  The amounts of your Safety Net and Age 100 No Lapse premiums  appear on
page 3 of your Policy.  We determine these premium amounts  actuarially based on
the Face Amount and optional rider benefits you have chosen, as well as the age,
gender and other insurance risk  characteristics of the Insured Persons.  If you
increase your Policy's Face Amount or add certain rider benefits,  the amount of
your  Safety Net and Age 100 No Lapse  Premiums  due for  subsequent  months may
increase. A decrease in Face Amount,  cancellation of a rider benefit or certain
partial  withdrawals  can cause these premium amounts to decrease for subsequent
months.  A change in Death Benefit  Option may  similarly  change the Safety Net
Premium.  We will send you a revised page 3 that shows any new Safety Net or Age
100 No Lapse Premium amounts.

If on any Monthly  Deduction  Day you fail to meet the premium  requirement  for
either of the  Safety Net or Age 100 No Lapse  guarantees,  we will let you know
and you will have 61 days to satisfy the  shortfall,  assuming the period of the
guarantee has not yet expired. If you do not pay at least the shortfall, the Age
100 No Lapse  guarantee will end and it cannot be reinstated.  If the Age 100 No
Lapse  guarantee  is no longer in effect,  the Policy will stay in force only as
long as the Net Surrender Value is sufficient to pay the Monthly Deductions,  or
the Safety Net feature is in effect.  For more detail about the circumstances in
which the Policy will lapse, see "Lapse and Reinstatement", on page __.

ALLOCATION OF PREMIUMS. Your Net Premiums 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 Policy application.  Percentages must be in
whole numbers and the total allocation must equal 100%.

We will allocate your  subsequent Net Premiums in those  percentages,  until you
give us new allocation instructions.

You  initially  may  allocate  your Policy  Value to up to  twenty-one  options,
counting each  Subaccount  and the Fixed  Account as one option.  You may add or
delete Subaccounts  and/or the Fixed Account from your allocation  instructions,
but we will not execute  instructions  that would cause you to have Policy Value
in more than twenty-one options. In the future we may waive this limit.

Usually,  we will allocate your initial Net Premium to the  Subaccounts  and the
Fixed Account,  as you have  instructed us, on the Issue Date. If you do not pay
first  Premium  until after the Issue Date,  we will  allocate  your initial Net
Premium to the  Subaccounts on the date we receive it. If there are  outstanding
requirements  when we issue the Policy which prevent us from placing your Policy
in  force,  your  Premiums  will not be  allocated  until all  requirements  are
satisfied. No earnings or interest will be credited before the Issue Date.


In some  states,  we are  required to return at least your Premium if you cancel
your  Policy  during the  "free-look"  period.  In those  states,  currently  we
allocate  any  Premium  received  before  the  end of the  free-look  period  as
described above. In the future,  however, if you live in one of those states, we
reserve the right to delay  allocating your Premiums to the Subaccounts you have
selected or to the Fixed  Account until 20 days after the Issue Date or, if your
state's  free look period is longer than ten days,  for ten days plus the period
required by state law. We will allocate  Premiums  received  during that time to
the Fidelity VIP Money Market Sub-Account.

We will make most valuations in connection with the Policy on the date a Premium
is received  or your  request for other  action is  received,  if that date is a
Valuation Date and a date that we are open for business.  If the date of receipt
is not a  Valuation  Date on which we are open for  business  we will  make that
determination on the next succeeding day which is a Valuation Date and a date on
which we are open for  business.  For a discussion of those days on which we are
not open for business,  see Transfer of Policy Value on page [ ] below. The only
exception  to this  procedure  for  valuation of premium is as explained on this
page above for initial premium.


POLICY  VALUE.  Your Policy  Value is the sum of the value of your  Accumulation
Units in the Subaccounts you have chosen, plus the value of your interest in the
Fixed  Account,  plus your Loan Account.  Your Policy Value will change daily to
reflect the  performance  of the  Subaccounts  you have chosen,  the addition of
interest  credited to the Fixed Account,  the addition of net Premiums,  and the
subtraction of partial withdrawals and charges assessed.
There is no minimum guaranteed Policy Value.

On the Issue Date or, if later,  the date your first  Premium is received,  your
Policy Value will equal the Net Premium less the Monthly Deduction for the first
Policy Month.

On each  Valuation  Date,  the  portion  of your  Policy  Value in a  particular
Subaccount  will equal:  (1) The total value of your  Accumulation  Units in the
Subaccount;  plus (2) Any Net Premium  received  from you and  allocated  to the
Subaccount  during the  current  Valuation  Period;  plus (3) Any  Policy  Value
transferred to the Subaccount during the current Valuation Period; minus (4) Any
Policy  Value  transferred  from the  Subaccount  during the  current  Valuation
Period;  minus (5) Any amounts withdrawn by you (plus the applicable  withdrawal
charge) from the Subaccount during the current  Valuation Period;  minus (6) The
portion of any Monthly Deduction  allocated to the Subaccount during the current
Valuation Period for the Policy Month following the Monthly Deduction Day.

On each  Valuation  Date,  the portion of your Policy Value in the Fixed Account
will equal:  (1) Any Net  Premium  allocated  to it,  plus (2) Any Policy  Value
transferred to it from the Subaccounts;  plus (3) Interest credited to it; minus
(4) Any Policy Value  transferred out of it; minus (5) Any amounts  withdrawn by
you (plus the  applicable  withdrawal  charge);  minus  (6) The  portion  of any
Monthly Deduction allocated to the Fixed Account.

All Policy Values equal or exceed those required by law.  Detailed  explanations
of  methods  of  calculation  are  on  file  with  the  appropriate   regulatory
authorities.

ACCUMULATION  UNIT VALUE. The  Accumulation  Unit Value for each Subaccount will
vary to reflect the investment  experience of the  corresponding  Portfolio.  We
will determine the Accumulation Unit Value for each Subaccount on each Valuation
Day. A Subaccount's  Accumulation Unit Value for a particular Valuation Day will
equal the Subaccount's  Accumulation  Unit Value on the preceding  Valuation Day
multiplied by the Net  Investment  Factor for that  Subaccount for the Valuation
Period then ended. The Net Investment  Factor for each Subaccount is (1) divided
by  (2),  where:  (1) is the  sum  of (a)  the  asset  value  per  share  of the
corresponding  Portfolio at the end of the current  Valuation Period and (b) the
per share amount of any dividend or capital gains distribution by that Portfolio
if the  ex-dividend  date occurs in that  Valuation  Period;  and (2) is the net
asset  value  per  share  of  the  corresponding  Portfolio  at  the  end of the
immediately preceding Valuation Period.

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 that  determination  has a direct bearing on the Net Investment  Factor of
the corresponding Subaccount and, therefore, your Policy Value. For more detail,
see "Policy Value", on page __.

TRANSFER OF POLICY VALUE.  While the Policy is in force, you may transfer Policy
Value  among the Fixed  Account  and  Subaccounts  in writing  or by  telephone.
Currently, there is no minimum transfer amount, except in states where a minimum
transfer amount is required by law. We may set a minimum  transfer amount in the
future.

You  currently  may not have  Policy  Value  in more  than  twenty-one  options,
counting each  Subaccount and the Fixed Account as one option.  Accordingly,  we
will not  perform a transfer  that would cause your Policy to exceed that limit.
We may waive this limit in the future.

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

We have established  special  requirements for transfers from the Fixed Account.
You may make a lump sum transfer from the Fixed Account to the Subaccounts  only
during  the  60  day  period  beginning  on  the  Issue  Date  and  each  Policy
Anniversary.  We will not process transfer  requests received at any other time.
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 or as  portfolio
rebalancing transfers from the Fixed Account during a Policy Year usually is:

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

- -    the largest  total amount  transferred  from the Fixed Account in any prior
     Policy 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, your 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  Policy  Value or allocate  new  Premiums  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 Policy Anniversary the interest rate on the Fixed
Account is lower than it was on the Policy Anniversary one year previously or if
on the first Policy  Anniversary  that interest rate is lower than it was on the
Issue  Date.  We will  notify  you by mail if this  occurs.  You may  request  a
transfer for 60 days following the date we mail notification to you.

The Policy  permits us to defer  transfers  from the Fixed Account for up to six
months from the date you ask us.

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.

In the future, we may charge you the transfer fee described on page __, although
currently  we 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.

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

Your request to  participate  in this program will be effective  when we receive
your  completed  application  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  elect to
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 above.

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

PORTFOLIO  REBALANCING.   Portfolio  rebalancing  allows  you  to  maintain  the
percentage of your Policy Value  allocated to each  Subaccount  and/or the Fixed
Account at a pre-set  level.  For  example,  you could  specify that 30% of your
Policy  Value  should  be  in  the  Balanced   Portfolio,   40%  in  the  Growth
Portfolio-Janus  Aspen  Series  and  30%  in  the  Fidelity  VIP  II  Contrafund
Portfolio.  Over time, the variations in each  Subaccount's  investment  results
will shift the balance of your Policy  Value  allocations.  Under the  portfolio
rebalancing feature, we will automatically transfer your Policy Value, including
new  Premiums  (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
Policy Value allocated to the better performing segments.

You may choose to have rebalances  made monthly,  quarterly,  semi-annually,  or
annually. We will not charge a transfer fee for portfolio  rebalancing.  No more
than eight  Subaccounts,  or seven  Subaccounts  and the Fixed  Account,  can be
included in a Portfolio Rebalancing program at one time.

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  in any  Policy  Year
reaches that limit before the end of the year,  we will not transfer  additional
amounts from the Fixed Account for portfolio rebalancing purposes until the next
Policy Year.

You may request  Portfolio  Rebalancing  at any time by  submitting  a completed
written request to us at the address 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. The date of your rebalancing
must  coincide with the same day of the month as your Issue Date. If you request
rebalancing on your Policy application but if you do not specify a date for your
first  rebalancing,  it will occur one period  after the Issue Date.  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 Issue 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  consecutive  twelve  months 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 your total Policy 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.

SPECIALIZED USES OF THE POLICY.  Because the Policy provides for an accumulation
of Policy Value as well as a Death  Benefit,  you may wish to use it for various
individual and business financial  planning  purposes.  Purchasing the Policy in
part for such purposes  involves certain risks.  For example,  if the investment
performance of the Subaccounts is poorer than expected or if sufficient Premiums
are not paid, the Policy may lapse or may not accumulate sufficient Policy Value
to fund the purpose for which you purchased the Policy.  Withdrawals  and Policy
loans may significantly affect current and future Policy Value, Surrender Value,
or Death Benefit  proceeds.  Depending  upon the  investment  performance of the
Portfolios  in which the  Subaccounts  invest and the amount of a Policy loan, a
Policy  loan may cause your  Policy to lapse.  Because the Policy is designed to
provide  benefits  on a  long-term  basis,  before  purchasing  a  Policy  for a
specialized  purpose,  you should consider  whether the long-term  nature of the
Policy is  consistent  with the  purpose  for which it is being  considered.  In
addition,  using a Policy for a specialized  purpose may have tax  consequences.
(See "Tax Matters," beginning on page __.)

                  THE INVESTMENT AND FIXED ACCOUNT OPTIONS

SEPARATE ACCOUNT INVESTMENTS

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 read the current Prospectuses
for the  Portfolios  for more detailed and complete  information  concerning the
Portfolios, their investment objectives and strategies, and the investment risks
associated with the Portfolios. If you do not have a Prospectus for a Portfolio,
contact us and we will send you a copy.

Each  Portfolio  holds  its  assets  separate  from  the  assets  of  the  other
Portfolios,  and each  Portfolio has its own distinct  investment  objective and
policies. Each Portfolio operates as a separate investment fund, and the income,
gains, and losses of one Portfolio have no effect on the investment  performance
of any other Portfolio.

We do not promise that the  Portfolios  will meet their  investment  objectives.
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 THE PORTFOLIOS'  PROSPECTUSES  BEFORE ALLOCATING AMOUNTS TO THE
SUBACCOUNTS OF THE SEPARATE ACCOUNT.

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  both  growth of capital  and  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.

FEDERATED INSURANCE MANAGEMENT SERIES (investment adviser: Federated
Advisers)

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

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

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

FIDELITY VARIABLE INSURANCE PRODUCTS FUND (investment adviser: Fidelity
Management & Research Company)


FIDELITY VIP 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 limit its investments to securities with remaining  maturities of
397 days or less.

FIDELITY  VIP  EQUITY-INCOME  PORTFOLIO  seeks  reasonable  income by  investing
primarily in income-producing equity securities. The goal is to achieve a higher
yield than the composite  yield of the S&P 500 Composite  Stock Price Index.  At
least 65% of this Portfolio's assets will be invested in income producing common
or preferred  stock.  The remainder will usually be invested in convertible  and
non-convertible debt obligations.

FIDELITY  VIP GROWTH  PORTFOLIO  seeks to  achieve  capital  appreciation.  This
Portfolio usually purchases common stocks. Invests in companies that the adviser
believes have above-average growth potential.

FIDELITY VIP OVERSEAS  PORTFOLIO  seeks  long-term  growth of capital  primarily
through  investments  in foreign  securities.  At least 65% of this  Portfolio's
assets will be invested in securities of issuers outside of North America.  Most
issuers will be located in developed countries in the Americas, the Far East and
Pacific Basin, Scandinavia and Western Europe.


FIDELITY VARIABLE INSURANCE PRODUCTS FUND II (investment adviser: Fidelity
Management & Research Company)


FIDELITY  VIP 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  instruments.  Usually,  this Portfolio's
assets will be  allocated  within the  following  guidelines:  50-100% in stocks
(equities);  0-50% in bonds (intermediate to long-term); and 0-50% in short-term
instruments.

FIDELITY VIP CONTRAFUND PORTFOLIO seeks capital appreciation by investing mainly
in equity  securities of companies that the Portfolio's  adviser  believes to be
undervalued due to an overly pessimistic appraisal by the public. This Portfolio
usually invests primarily in common stock of domestic and foreign issuers,,  but
it may invest in any type of security that may produce capital appreciation.

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


THE ALGER AMERICAN FUND (investment adviser: Fred Alger Management)

INCOME AND GROWTH  PORTFOLIO seeks primarily to provide a high level of dividend
income. Capital appreciation is a secondary objective of the Portfolio.  It is a
fundamental  policy of the  Portfolio to invest at least 65% of its total assets
in dividend paying equity securities, under normal circumstances.  The Portfolio
usually  attempts  to  invest  100% of its  assets  in  dividend  paying  equity
securities.

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

GROWTH   PORTFOLIO   seeks   long-term   capital   appreciation.   Under  normal
circumstances,  the Portfolio invests at least 65% of its total assets in equity
securities of companies that have total market  capitalization  of $1 billion or
greater.  The  Portfolio  may  invest  up to 35% of its  total  assets in equity
securities of companies  that have total market  capitalization  of less than $1
billion.

MIDCAP GROWTH  PORTFOLIO  seeks  long-term  capital  appreciation.  Under normal
circumstances,  the Portfolio invests at least 65% of its total assets in equity
securities of companies that have total market  capitalization  within the range
of companies included in the S&P MidCap 400 Index.

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

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

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

BALANCED  PORTFOLIO  seeks a balance  of growth and  income  from a  diversified
portfolio  of equity  and fixed  income  securities.  The  Portfolio  also seeks
long-term preservation of capital through a quality-oriented investment approach
that is designed to reduce risk.  The Portfolio will invest its assets in 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. Not more than 75% of this Portfolio's net assets may
be invested in stocks or other  equity  investments.  Generally,  25%-50% of the
Portfolio's net assets are invested in bonds.

GROWTH AND INCOME  PORTFOLIO seeks long-term  growth of capital,  current income
and growth of income. In pursuing these three objectives,  the Portfolio invests
primarily in common stocks,  preferred stocks,  and securities  convertible into
common stocks of companies which offer the prospect for growth of earnings while
paying  higher than average  current  dividends.  The  Portfolio  allocates  its
investments among different industries and companies,  and changes its portfolio
securities for investment considerations and not for trading purposes.

GLOBAL DISCOVERY  PORTFOLIO seeks  above-average  capital  appreciation over the
long term by investing  primarily in the equity  securities  of small  companies
located  throughout the world.  The Portfolio is designed for investors  looking
for  above-average  appreciation  potential  (when  compared  with  the  overall
domestic stock market as reflected by the S&P 500 Stock  Composite  Price Index)
and  the  benefits  of  investing  globally,  but  who  are  willing  to  accept
above-average stock market risk, the impact of currency fluctuation,  and little
or no current income. The Portfolio generally invests in small,  rapidly growing
companies that offer the potential for above-average  returns relative to larger
companies, yet are frequently overlooked and thus undervalued by the market.

INTERNATIONAL  PORTFOLIO seeks  long-term  growth of capital  primarily  through
diversified  holdings of marketable  foreign equity  investments.  The Portfolio
invests in companies,  wherever  organized,  which do business primarily outside
the United States. The Portfolio intends to diversify  investments among several
countries and to have  represented  in its holdings  business  activities in not
less than three different countries,  excluding the United States. The Portfolio
invests  primarily in equity  securities  of  established  companies,  listed on
foreign exchanges, which its adviser believes have favorable characteristics. It
may also invest in fixed income securities of foreign governments and companies.

STRONG VARIABLE INSURANCE FUNDS, INC. (investment adviser: Strong Capital
Management, Inc.)

DISCOVERY FUND II seeks capital growth.  The Portfolio usually emphasizes equity
investments,  although  it has the  flexibility  to invest in any  security  the
adviser  believes has the potential for capital  appreciation.  The  Portfolio's
strategy  is to  invest  generally  in  small  cap  companies  that  are in good
businesses,  are  headed  by  capable  and  motivated  management,  and trade at
attractive valuations. To a limited extent, and by prospectus, the Portfolio may
invest in mid or large cap stocks as well.


MIDCAP GROWTH FUND II seeks capital growth.  The Portfolio  invests primarily in
equity securities that the adviser believes have above-average  growth prospects
and are selling at reasonable valuations.  The Portfolio generally has over half
of its assets in small- and mid-cap  issues as these  companies tend to have the
highest growth rates.


STRONG OPPORTUNITY FUND II, INC. (investment adviser: Strong Capital
Management, Inc.)

OPPORTUNITY  FUND II seeks capital growth.  The Portfolio  currently  emphasizes
medium-sized  companies  that the  adviser  believes  are  under-researched  and
attractively  valued.  To achieve its investment  goals,  the Portfolio seeks to
find well-managed  companies that have sustainable growth prospects but that are
selling at prices below their private market values.

T. ROWE PRICE INTERNATIONAL SERIES, INC. (investment adviser: Rowe Price-Fleming
International,  Inc., a joint venture between T. Rowe Price Associates, Inc. and
Robert Fleming Holdings, Ltd.)

T. ROWE PRICE  INTERNATIONAL  STOCK PORTFOLIO seeks long-term  growth of capital
through  investments  primarily  in  common  stocks  of  established,   non-U.S.
companies.  The Portfolio  invests  substantially  all of its assets outside the
United  States and broadly  diversifies  its  investments  among  developed  and
emerging countries throughout the world.

T. ROWE PRICE EQUITY SERIES, INC. (investment adviser: T. Rowe Price
Associates, Inc.)

T. ROWE PRICE NEW AMERICA GROWTH  PORTFOLIO  seeks  long-term  growth of capital
through  investment  primarily  in the common  stocks of U.S.  growth  companies
operating in service industries. The Portfolio will invest most of its assets in
service  companies,  regardless  of  size,  that  the  adviser  believes  to  be
above-average  performers in their fields. The Portfolio may invest up to 25% of
its assets in growth companies outside the service sector.


T. ROWE PRICE MID-CAP GROWTH PORTFOLIO seeks long-term  capital  appreciation by
investing mid-cap stocks with the potential for  above-average  earnings growth.
The Portfolio will invest at least 65% of its assets in a diversified  portfolio
of common stocks of mid-cap companies whose earnings the adviser expects to grow
at a faster rate than the average company. The adviser defines mid-cap companies
as those with market  capitalizations  within the range of  companies in the S&P
400 Mid-Cap Index.  However,  the Portfolio will not automatically sell or cease
to purchase stock of a company it already owns just because the company's market
cap grows or falls outside this range.  The  Portfolio  also may invest in other
types of  securities,  such as foreign  securities,  futures  and  options,  and
warrants, when consistent with the Portfolio's investment objective.

T. ROWE PRICE EQUITY  INCOME  PORTFOLIO  seeks to provide  substantial  dividend
income as well as long-term  growth of capital by investing  primarily in common
stocks of  established  companies.  Under normal  circumstances,  the  Portfolio
usually  will  invest  at least 65% of its  total  assets  in  common  stocks of
established companies paying above-average  dividends which are expected to have
favorable prospects for dividend growth and capital appreciation.  The Portfolio
may also  invest in other  securities  such as foreign  securities,  futures and
options, and warrants when consistent with the Portfolio's investment objective.


MFS VARIABLE INSURANCE TRUST (investment adviser: Massachusetts Financial
Services)

GROWTH WITH INCOME SERIES seeks reasonable  current income, as well as long-term
growth of capital and income.  The Portfolio invests in stocks of companies that
the  adviser  considers  to be of  high or  improving  investment  quality.  The
Portfolio  has the  flexibility  to invest  in  derivative  securities  when its
managers  believe such  securities  can provide  better value relative to direct
investments in stocks and bonds.

RESEARCH SERIES seeks to provide  long-term growth of capital and future income.
The Portfolio  invests in the common  stocks of companies  the adviser  believes
possess  better-than-average  prospects for long-term growth.  The Portfolio may
invest up to 20% of its net assets in foreign and  emerging  market  securities.
Investing in foreign and emerging market  securities  involves special risks and
may increase share price volatility. The Portfolio has the flexibility to invest
in derivative  securities when its adviser  believes such securities can provide
better value relative to direct investments in stocks and bonds.

EMERGING  GROWTH  SERIES  seeks to  provide  long-term  growth of  capital.  The
Portfolio  invests  primarily in common  stocks of  companies  that are early in
their life cycles but which have the potential to become major enterprises.  The
Portfolio may also invest in more  established  companies  whose earnings growth
the adviser  expects to  accelerate  because of special  factors.  Investing  in
emerging growth companies  involves greater risk than is customarily  associated
with more established companies.  The Portfolio also may invest up to 25% of its
net assets in foreign and emerging  market  securities.  The  Portfolio  has the
flexibility to invest in derivative  securities  when its adviser  believes such
securities can provide better value relative to direct  investments in stocks or
bonds.

TOTAL RETURN SERIES seeks to provide above-average current income (compared to a
portfolio  invested entirely in equity  securities)  consistent with the prudent
employment  of  capital.   The  Portfolio  also  seeks  to  provide   reasonable
opportunity  for growth of capital and  income.  The  Portfolio  invests in both
equities and fixed income  securities.  The equity  segment is actively  managed
with a value-oriented  style of investing.  The fixed income segment is actively
managed  through  shifts in  maturity,  duration,  and  sector  components.  The
Portfolio  may  invest up to 20% of its assets in foreign  and  emerging  market
securities. The Portfolio has the flexibility to invest in derivative securities
when its adviser  believes such  securities can provide better value relative to
direct investments in stocks or bonds.

NEW DISCOVERY SERIES seeks capital appreciation. This Portfolio seeks to achieve
its objective by investing  under normal  market  conditions at least 65% of its
total assets in companies that its adviser believes offer superior prospects for
growth.  Those securities may either be listed on securities exchanges or traded
in the over-the-counter markets and may be U.S. or foreign companies.

Each Portfolio is subject to certain investment  restrictions and policies which
may not be changed without the approval of a majority of the shareholders of the
Portfolio.  See the  accompanying  Prospectuses  of the  Portfolios  for further
information.

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  Premiums  you
allocate to a Subaccount to purchase shares in the  corresponding  Portfolio and
will  redeem  shares  in the  Portfolios  to  meet  Policy  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.

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.

Certain of the Portfolios sell their shares to Separate Accounts underlying both
variable life insurance and variable annuity contacts. 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 Policy  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 and will  provide  proxy  materials or other
information  to  assist  you in  understanding  the  matter  at  issue.  We will
determine the number of votes 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,  you are the person  entitled to give  voting  instructions.
However,  if you assign your Policy, the assignee may be entitled to give voting
instructions.  Retirement  plans 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 Policy.  If you do not send us
written instructions, we will vote the shares attributable to your Policy in the
same  proportions as we vote the shares for which we have received  instructions
from  other  Policy  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 Policy owners.

We may,  when  required by state  insurance  regulatory  authorities,  disregard
Policy 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 Policy 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
Policy Owners, and we may choose to do so.

ADDITIONS,  DELETIONS, AND SUBSTITUTIONS OF SECURITIES.  If the shares of any of
the Portfolios  should no longer be available for  investment by the Policy,  in
the  judgment  of our Board of  Directors,  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  Premiums  under the  Policy.  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 Account 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  assets 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 assess a charge for taxes attributable to the operations of the Separate
     Account or for other  taxes,  as  described  in  "Deductions  and Charges -
     Deduction for Separate Account Income Taxes" on page __ below.

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

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

THE FIXED  ACCOUNT.  THE PORTION OF THE POLICY  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  Premiums to the Fixed  Account in states
where it is  available.  The Fixed  Account  is not  available  in some  states.
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 effective annual interest rate credited to the Fixed Account will be at
least 4%. 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 the minimum guaranteed rate.

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

                         POLICY BENEFITS AND RIGHTS

DEATH  BENEFIT.  While your  Policy is in force,  we will pay the Death  Benefit
proceeds  upon the death of the  second  Insured  Person to die (the  "surviving
Insured  Person").  We  will  pay  the  Death  Benefit  proceeds  to  the  named
Beneficiary(ies)   or  contingent   Beneficiary(ies).   As  described  below  in
"Settlement  Options",  on page __, we will pay the Death Benefit  proceeds in a
lump sum or under an optional payment plan.

The Death Benefit proceeds payable to the Beneficiary equal the applicable Death
Benefit,  less any Policy Debt and less any due and unpaid charges. The proceeds
may be increased, if you have added a rider that provides an additional benefit.
We will determine the amount of the Death Benefit  proceeds as of the end of the
Valuation Period during which the surviving Insured Person dies. We will usually
pay the Death  Benefit  proceeds  within  seven days after we have  received due
proof of death and all other requirements we deem necessary have been satisfied.

The amount of the Death  Benefit will be based on the Death  Benefit  Option you
have  selected,  any  increases or  decreases  in the Face  Amount,  and in some
instances your Policy Value.

DEATH BENEFIT OPTIONS. You may choose one of two Death Benefit options:

(1)  If you select  Option 1, the Death  Benefit will be the greater of: (a) the
     Face  Amount  of the  Policy  or (b) the  Policy  Value  multiplied  by the
     applicable corridor percentage as described below.

(2)  If you select  Option 2, the Death  Benefit will be the greater of: (a) the
     Face Amount plus the Policy  Value,  or (b) the Policy Value  multiplied by
     the applicable corridor percentage as described below.

While your Policy remains in force, we guarantee that the Death Benefit will not
be less than the greater of the current  Face Amount of the Policy or the Policy
Value multiplied by the applicable  corridor  percentage.  We have set forth the
applicable  corridor  percentages in the Policy.  They vary according to the age
that the younger Insured Person had attained (or would have attained at the date
of the surviving Insured Person's death). We set the corridor  percentages so as
to seek to ensure that the Policies  will qualify for favorable  federal  income
tax  treatment.  An  increase  in  Policy  Value  due  to  favorable  investment
experience may therefore increase the Death Benefit above the Face Amount, and a
decrease in Policy Value due to unfavorable  investment  experience may decrease
the Death Benefit (but not below the Face Amount).

EXAMPLES:

                                                     A                  B

Face Amount.............................        1,000,000         1,000,000
Death Benefit Option....................                1                 1
Younger Insured Person's Age............               45                45
Policy Value on Date of Death...........          480,000           340,000
Applicable Corridor Percentage..........             215%              215%
Death Benefit...........................        1,032,000         1,000,000


In  Example  A, the Death  Benefit  equals  $1,032,000,  I.E.,  the  greater  of
$1,000,000  (the Face Amount) and $1,032,000  (the Policy Value at the surviving
Insured  Person's  Date  of  Death  of  $480,000,  multiplied  by  the  corridor
percentage  of 215%).  This  amount,  less any Policy  Debt and unpaid  charges,
constitutes the Death Benefit proceeds that we would pay to the Beneficiary.


In Example B, the Death Benefit is  $1,000,000,  i.e., the greater of $1,000,000
(the Face Amount) or $731,000  (the Policy Value of $340,000  multiplied  by the
corridor percentage of 215%).


Option 1 is designed to provide a specific amount of Death Benefit that does not
vary with changes in the Policy Value. Therefore, under Option 1, as your Policy
Value increases,  the net amount at risk under your Policy will decrease.  Under
Option 2, on the other hand, the amount of the Death Benefit generally increases
to reflect  increases in the Policy  Value.  Therefore,  if you select Option 2,
your Policy generally will involve a constant net amount at risk. Since the cost
of  insurance  charge on your  Policy is based upon the net amount at risk,  the
cost of insurance  charge will generally be less under a Policy with an Option 1
Death Benefit than under a similar Policy with an Option 2 Death  Benefit.  As a
result, if the Subaccounts you select experience  favorable  investment results,
your Policy Value will tend to increase  faster under Option 1 than under Option
2, but the total Death Benefit under Option 2 will increase or decrease directly
with  changes in Policy  Value.  Thus,  you may prefer  Option 1 if you are more
interested  in the  possibility  of  increasing  your  Policy  Value  based upon
favorable  investment  experience,  while  you may  prefer  Option  2 if you are
seeking to increase total Death Benefits.

After the first Policy Year,  you may change the Death Benefit option by writing
to us at the address given on the first page of this  Prospectus.  If you ask to
change  from  Option 2 to Option  1, we will  increase  the Face  Amount of your
Policy by the amount of the Policy Value.  If you ask to change from Option 1 to
Option 2, we will  decrease  the Face Amount of your Policy by the amount of the
Policy Value. Also, please remember that changing from Option 1 to Option 2 will
make our No Lapse feature unavailable.

We do not currently  require you to prove  insurability  for a change from Death
Benefit  Option 2 to Option 1. We do require such  evidence  satisfactory  as to
both Insured  Persons in the case of a change from Option 1 to Option 2. We will
not permit you to change the Death Benefit option under your Policy if afterward
the Face Amount remaining in force would be less than $250,000.  We also reserve
the right to limit the frequency of your changes in death benefit option.

The change  will take  effect on the  Monthly  Deduction  Day on or  immediately
following the date we receive your written  request or, for a change from Option
1 to Option 2, on or immediately following the date we approve it.

If the Policy  remains in force  until the first  Policy  Anniversary  after the
younger  Insured  Person  reaches  age 100,  your  Policy will no longer have an
Option 2 death benefit, and we will automatically  convert your Policy to Option
1 if you have Option 2 in effect at that time.

CHANGE IN FACE  AMOUNT.  You may change the Face Amount  after the first  Policy
Year.  You may request  the change by writing to us at the address  shown on the
first  page of this  Prospectus.  You  should be aware that a change in the Face
Amount will change the net amount at risk and, therefore,  the cost of insurance
charges on your Policy. The change will take effect on the Monthly Deduction Day
after we approve the request.

If you  request a decrease  in Face  Amount,  we will first apply it to coverage
provided  by the most  recent  increase  in Face  Amount,  then to the next most
recent  increase  successively  and finally to the  coverage  under the original
application.  We will not permit a decrease in the Face Amount of your Policy if
afterward  the Face Amount  remaining  in force would be less than  $250,000.  A
decrease in the Face Amount will not affect the Safety Net Premium.

To  apply  for  an  increase  in  the  Face  Amount,  you  must  submit  to us a
supplemental application,  accompanied by satisfactory evidence that the Insured
Persons are insurable.  We will not permit any increase in Face Amount after the
younger  Insured  Person's 85th  birthday.  The minimum  amount of a Face Amount
increase is $10,000.  You may not  increase  the Face Amount of your Policy more
often  than once  every  twelve  months.  We also have the right to place  other
limits on the amount of increases.

You should be aware that an  increase  in the Face  Amount of your  Policy  will
affect the cost of insurance charges  applicable to your Policy. As noted above,
we will deduct a larger amount of cost of insurance charges, because an increase
in the Face Amount also will  increase the net amount at risk under your Policy.
We will not approve a request for a Face  Amount  increase if the Net  Surrender
Value is too small to pay the Monthly  Deduction for the Policy Month  following
the increase.  As described in "Surrender Charge" on page 39 of this Prospectus,
if you increase the Face Amount of your Policy,  your maximum  surrender  charge
also will  increase.  Finally,  increases in the Face Amount of your Policy will
also  increase  the Safety Net Premium  amount and the Age 100 No Lapse  Premium
amount.

OPTIONAL  INSURANCE  BENEFITS.  You may ask to add  one or more  riders  to your
Policy to  provide  additional  optional  insurance  benefits.  We will  require
evidence of insurability before we issue a rider to you. We will deduct the cost
of any riders as part of the Monthly  Deduction.  The riders we currently  offer
are described  below. In our discretion we may offer  additional  riders or stop
offering a rider.

INDIVIDUAL  INSURED  TERM  RIDER.  This  rider  provides  additional  term  life
insurance  coverage  on one of the  Insured  Persons.  A  separate  rider may be
purchased  for each Insured  Person.  This coverage  will not,  however,  extend
beyond the first  Policy  Anniversary  after the Insured  Person  covered by the
rider reaches age 99. Until the Insured  Person covered by the rider reaches age
75, you may exchange the rider for a new policy. We will not require evidence of
insurability to exchange the rider.

SURVIVOR  PROTECTION  RIDER.  This rider is designed to help defray the Policy's
Month  Deductions  if an Insured  Person  covered  by the rider dies  before the
Policy's other Insured Person. If that happens,  the rider  automatically pays a
specified amount into the Policy on each Monthly  Deduction Day. These payments,
however,  will not continue  beyond the first Policy  Anniversary  following the
younger Insured Person's 100th birthday.

LAST  SURVIVOR  FOUR  YEAR TERM  INSURANCE  (not  available  at the date of this
prospectus):  This  rider  pays a  specified  death  benefit on the death of the
surviving  Insured  Person if both  Insured  Persons  die  within the first four
Policy years. Thereafter, this rider ends.

"SPLIT"  COVERAGE  OPTION:  If the Insured  Persons  divorce or certain  federal
estate tax law changes occur, this rider permits the coverage to be "split" into
two individual life insurance policies on the Insured Persons.  Currently,  only
fixed  benefit  (non-variable)  life  insurance  policies are available for such
"splits."  Splitting a Policy's  coverage could have negative tax  consequences,
including,  but not limited to, the  recognition of taxable income in the amount
of any gain in the policy at the time of the split.

If your Policy was issued in  connection  with a Qualified  Plan,  we may not be
able to offer you some of the benefits provided by these riders.

POLICY LOANS.  While the Policy is in force,  you may borrow money from us using
the Policy as the only security for your loan.  Each loan request must be for at
least $250.  Loans have  priority  over the claims of any  assignee or any other
person. The maximum amount available for a loan is 90% of the Surrender Value of
your  Policy at the end of the  Valuation  Period in which we receive  your loan
request.  Other  restrictions  may apply if your Policy was issued in connection
with  a  Qualified  Plan.  In  addition,   if  you  have  named  an  irrevocable
Beneficiary,  you must also obtain his or her written  consent  before we make a
Policy loan to you.

We will ordinarily  disburse your loan to you within seven days after we receive
your loan request at our home office. We may,  however,  postpone payment in the
circumstances  described  in  "Postponement  of  Payments" on page __. While the
Policy remains in force,  you may repay the loan in whole or in part without any
penalty at any time while one or both of the Insured Persons is living.

When we make a  Policy  loan to you,  we will  transfer  to the Loan  Account  a
portion of the Policy Value equal to the loan amount.  We will also  transfer in
this manner  Policy  Value equal to any due and unpaid  loan  interest.  We will
usually take the transfers from the  Subaccounts  and the Fixed Account pro rata
based upon the balances of each  Subaccount and the Fixed Account.  However,  we
will not withdraw  amounts from the Fixed  Account  equaling more than the total
loan  multiplied  by the  ratio  of  the  Fixed  Account  to  the  Policy  Value
immediately  preceding the loan. The amounts  allocated to the Loan Account will
be credited with interest at the Loan Credited Rate stated in your Policy.

You may borrow an amount equal to your Policy Value,  less all Premiums paid, as
a Preferred  Loan.  The interest  rate charged for  Preferred  Loans is 4.0% per
year.  We will treat any other loan as a Standard  Loan.  The  interest  rate on
Standard Loans is 6.0% per year.

Interest  on Policy  loans  accrues  daily and is due at the end of each  Policy
Year.  If you do not pay the  interest  on a Policy  loan when due,  the  unpaid
interest  will become  part of the Policy  loan and will accrue  interest at the
same rate. In addition, we will transfer the difference between the value of the
Loan Account and the Policy Debt on a pro-rata  basis from the  Subaccounts  and
the Fixed Account to the Loan Account.

If you have a loan with another insurance company,  and you are terminating that
policy to buy one from us,  usually  you would  repay  the old loan  during  the
process of surrendering the old policy.  Income taxes on the interest earned may
be due.  We permit you to carry this old loan over to your new Policy  through a
Tax Code Section 1035  tax-free  exchange,  up to certain  limits.  The use of a
Section 1035 tax-free  exchange may avoid any income tax liability that would be
due if the old loan was extinguished.

If you  transfer a Policy  loan from  another  insurer  as part of Section  1035
tax-free  exchange,  we will treat a loan of up to 20% of your Policy Value as a
Preferred Loan. If the amount due is more than 20% of your Policy Value, we will
treat the excess as a Standard Loan.  The treatment of transferred  Policy loans
is illustrated in the following example:

Transferred Policy Value                     $  190,000
Transferred Policy Loan                          40,000
                                               --------
Surrender Value                              $  150,000

20% of Policy Value                          $   38,000
Preferred Loan                               $   38,000
Standard Loan                                $    2,000

If the total  outstanding  loan(s) and loan interest exceeds the surrender value
of your  Policy,  we will notify you and any  assignee  in writing.  To keep the
Policy in force,  we will  require you to pay a Premium  sufficient  to keep the
Policy in force for at least three more months.  If you do not pay us sufficient
Premium  within the 61-day Grace  Period,  your Policy will lapse and  terminate
without value. As explained in the section entitled "Lapse and Reinstatement" on
page __,  however,  you may  subsequently  reinstate the Policy.  Before we will
permit  you to  reinstate  the  Policy,  we will  require  either  repayment  or
reimbursement  of any Policy Debt that was  outstanding  at the end of the Grace
Period.  If your Policy lapses while a Policy loan is  outstanding,  you may owe
taxes or suffer other adverse tax consequences. Please consult a tax adviser for
details.

All or any part of any  Policy  loan may be repaid  while the Policy is still in
effect. If you have a Policy loan  outstanding,  we will assume that any payment
we receive from you is to be applied as Premium to your Policy Value, unless you
tell us to treat your payment as a loan repayment. If you designate a payment as
a loan repayment or interest payments,  your payment will be allocated among the
Subaccounts  and the Fixed Account using the same  percentages  used to allocate
Net  Premiums.  An amount  equal to the payment  will be deducted  from the Loan
Account.

A Policy loan, whether or not repaid, will have a permanent effect on the Policy
Value because the  investment  results of each  Subaccount and the Fixed Account
will apply only to the amount  remaining in that  account.  The longer a loan is
outstanding,  the  greater  the  effect  is likely to be.  The  effect  could be
favorable or unfavorable. If the Subaccounts and/or Fixed Account earn more than
the annual interest rate for amounts held in the Loan Account, your Policy Value
will not increase as rapidly as it would if you had not taken a Policy loan.  If
the Subaccounts  and/or Fixed Account earn less than that rate, then your Policy
Value  will be  greater  than it would  have  been if you had not taken a Policy
loan.  Also, if your do not repay a Policy loan, total  outstanding  Policy Debt
will be subtracted from the Death Benefit and Surrender Value otherwise payable.

AMOUNT  PAYABLE ON SURRENDER OF THE POLICY.  While your Policy is in force,  you
may  fully  surrender  your  Policy.  Upon  surrender,  we will  pay you the Net
Surrender Value determined as of the day we receive your written  request.  Your
Policy will  terminate on the day we receive your written  request,  or the date
requested  by you,  whichever  is later.  We may  require  that you give us your
Policy document before we pay you the surrender proceeds.

The Net Surrender Value equals the Policy Value, minus any applicable  surrender
charge,  minus any Policy Debt. We will determine the Net Surrender  Value as of
the end of the  Valuation  Period  during  which we  received  your  request for
surrender.  We will pay you the Net  Surrender  Value of the Policy within seven
days  of our  receiving  your  complete  written  request  or on  the  effective
surrender date you have requested, whichever is later.

You may  receive  the  surrender  proceeds  in a lump  sum or  under  any of the
settlement options described in "Settlement Options" on page
- --.

The tax  consequences of surrendering the Policy are discussed in "Tax Matters,"
beginning on page __.

PARTIAL  WITHDRAWALS.  While the Policy is in force after the first Policy Year,
you may  receive  a  portion  of the Net  Surrender  Value by  making a  partial
withdrawal from your Policy. You must request the partial withdrawal in writing.
Your request will be effective on the date  received.  Before we pay any partial
withdrawal, you must provide us with a completed withholding form.

The minimum  partial  withdrawal  amount is $500.  We will  subtract the partial
withdrawal  service fee of $10 from your remaining Net Surrender  Value. You may
not make a partial  withdrawal that would reduce the Net Surrender Value to less
than $500.

You may specify  how much of your  partial  withdrawal  you wish taken from each
Subaccount or from the Fixed Account.  You may not,  however,  withdraw from the
Fixed Account more than the total withdrawal amount times the ratio of the Fixed
Account to your total Policy Value immediately prior to the withdrawal.

If you have selected  Death Benefit Option 1, a partial  withdrawal  will reduce
the Face Amount of your Policy as well as the Policy  Value.  We will reduce the
Face Amount by the amount of the  partial  withdrawal.  The Face Amount  after a
partial  withdrawal  may not be  less  than  $250,000.  If you  have  previously
increased the Face Amount of your Policy,  your partial  withdrawals  will first
reduce  the  Face  Amount  of the most  recent  increase,  then the most  recent
increases successively, then the coverage under the original Policy.

Under Option 2, a reduction in Policy Value as a result of a partial  withdrawal
will  typically  result in a dollar for dollar  reduction in the life  insurance
proceeds payable under the Policy.

The tax  consequences  of partial  withdrawals  are  discussed in "Tax  Matters"
beginning page __.

SETTLEMENT OPTIONS. We will pay the surrender proceeds or Death Benefit proceeds
under the Policy in a lump sum or under one of the  settlement  options  that we
then offer.  You may request a  settlement  option by notifying us in writing at
the address given on the first page of this Prospectus.  We will transfer to our
Fixed  Account any amount  placed under a  settlement  option and it will not be
affected by the investment performance of the Separate Account.

You may  request  that the  proceeds  of the Policy be paid  under a  settlement
option by  submitting  a request to us in  writing  before the death of the both
Insured  Persons.  If at the time of the  surviving  Insured  Person's  death no
settlement  option is in effect,  the Beneficiary may choose a settlement option
not more than [12]  months  after the Death  Benefit is payable and before it is
paid. If you change the  Beneficiary,  the existing choice of settlement  option
will become  invalid and you may either  notify us that you wish to continue the
pre-existing choice of settlement option or select a new one.

The amount applied to a settlement option must include at least $5,000 of Policy
Value  and  result in  installment  payments  of not less than $50.  We will not
permit  surrenders  or partial  withdrawals  after  payments  under a settlement
option commence.

We currently offer the five settlement options described below:

OPTION a - INTEREST. We will hold the proceeds, credit interest to them, and pay
out the funds when the person entitled to them requests.

OPTION b - FIXED  PAYMENTS.  We will pay a  selected  monthly  income  until the
proceeds, and any interest credits, are exhausted.

OPTION c - LIFE INCOME - GUARANTEED PERIOD CERTAIN.  We will pay the proceeds in
a monthly income for as long as the payee lives. You may also select a guarantee
period of between five and twenty years. If a guarantee  period is selected,  we
will make  monthly  payments at least  until the payee  dies.  If the payee dies
before the end of the guarantee period, we will continue payments to a successor
payee until the end of the guarantee  period. If no guarantee period is selected
or if the  payee  dies  after  the end of the  guarantee  period,  we will  stop
payments  when the payee dies.  It is possible for the payee to receive only one
payment  under this option,  if the payee dies before the second  payment is due
and you did not choose a guarantee period.

OPTION d - JOINT AND SURVIVOR.  We will pay the proceeds in a monthly  income to
two payees for as long as either  payee is alive.  Payments  will stop when both
payees have died. It is possible for the payees to receive only one payment,  if
both payees die before the second payment is due.

OPTION e - PERIOD CERTAIN. We will pay the proceeds in monthly  installments for
a specified number of years,  from five to twenty-five  years. If the payee dies
before the end of the specified  period,  we will pay the  remaining  guaranteed
payments to a successor payee.

In addition,  we may agree to other settlement option plans. Write or call us to
obtain information about them.

When the  proceeds  are  payable,  we will  inform  you  concerning  the rate of
interest  we will  credit to funds left with us. We  guarantee  that the rate of
interest will be at least 3.5%. We may pay interest in excess of the  guaranteed
rate.

MATURITY.  The Policies have no maturity date. Your Policy will continue as long
as Net Surrender Value is sufficient to cover Monthly Deductions.

LAPSE AND  REINSTATEMENT.  If the Net  Surrender  Value is less than the Monthly
Deduction due on a Monthly  Deduction Day, and if neither the Safety Net Premium
feature nor the Age 100 No Lapse Premium  feature is in effect,  your Policy may
lapse. You will be given a 61-day Grace Period in which to pay enough additional
Premium to keep the Policy in force after the end of the Grace Period.

At least 30 days before the end of the Grace  Period,  we will send you a notice
telling  you that you must pay the amount  shown in the notice by the end of the
Grace  Period to prevent your Policy from  terminating.  The amount shown in the
notice will be sufficient to cover the Monthly  Deduction(s) due and unpaid. You
may pay additional Premium if you wish.

The Policy will continue in effect  through the Grace  Period.  If the surviving
Insured  Person dies  during the Grace  Period,  we will pay a Death  Benefit in
accordance with your  instructions.  However,  we will reduce the proceeds by an
amount equal to Monthly  Deduction(s)  due and unpaid.  See "Death  Benefit," on
page __. If you do not pay us the amount  shown in the notice  before the end of
the Grace Period, your Policy will end at the end of the Grace Period.

If the Policy lapses, you may apply for reinstatement of the Policy by paying us
the reinstatement  Premium and any applicable charges required under the Policy.
You must request  reinstatement within five years of the date the Policy entered
a Grace Period.  The  reinstatement  Premium is equal to an amount sufficient to
(1) cover all unpaid Monthly  Deductions for the Grace Period, and (2) keep your
Policy in force for three months.  If a Policy loan was  outstanding at the time
of lapse,  you must either repay or reinstate the loan before we will  reinstate
your Policy. In addition, we may require you to provide evidence of insurability
satisfactory  to  us  as  to  both  Insured   Persons.   The  Face  Amount  upon
reinstatement  cannot  exceed the Face Amount of your  Policy at its lapse.  The
Policy Value on the reinstatement date will reflect the Policy Value at the time
of termination of the Policy plus the Premium paid at the time of reinstatement.
All Policy charges will continue to be based on your original Issue Date.


CANCELLATION AND EXCHANGE RIGHTS.  You may cancel your Policy by returning it to
us within ten days after you receive it, or after whatever  longer period may be
permitted by state law. If you return your Policy, the Policy terminates and, in
most states, we will pay you an amount equal to your Policy Value on the date we
receive the Policy from you, plus any charges previously  deducted.  Your Policy
Value usually will reflect the investment  experience of the Subaccounts and the
Fixed Account as you have allocated your Net Premium.  In some states,  however,
we are  required  to send you the  amount  of your  Premiums.  In those  states,
currently  we allocate  any  Premium  received  before the end of the  free-look
period as described in "Allocation of Premium" on page __ above.  In the future,
however,  if you live in one of those  states,  we  reserve  the  right to delay
allocating  your Premiums to the  Subaccounts  you have selected or to the Fixed
Account  until 20 days after the Issue Date or, if your state's free look period
is longer than ten days, for ten days plus the period  required by state law. We
will  allocate  Premiums  received  during that time to the  Fidelity  VIP Money
Market Sub-Account.  Since state laws differ as to the consequences of returning
a Policy,  you should refer to your Policy for specific  information  about your
circumstances.


In  addition,  during the first two Policy Years or the first two years after an
increase in the Face Amount,  if the Policy is in force you may amend the Policy
to convert it into a  non-variable  universal  life  insurance  policy.  We will
accomplish  this by  transferring  all of your Policy Value to the Fixed Account
and  ending  your  right  under  the  Policy  to  allocate  Policy  Value to the
Subaccounts.  We will not require evidence of  insurability.  We will not charge
you to perform this amendment.

The net amount at risk (I.E.,  the difference  between the Death Benefit and the
Policy  Value)  under the  amended  policy will be equal to or less than the net
amount at risk under the  previous  coverage.  Premiums  and  charges  under the
amended  policy will be based on the same risk  classification  as the  previous
coverage.

POSTPONEMENT OF PAYMENTS. We may defer for up to fifteen days the payment of any
amount  attributable  to a Premium paid by check to allow the check a reasonable
time to clear. We may postpone paying any amount from the Separate Account for a
total surrender or a partial  withdrawal,  the disbursement of a Policy loan, or
the payment of the Death Benefit Proceeds, 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 the  value  of  its  net  assets  is not
     reasonable 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 six months or a shorter period if required by law. If we defer payment
for more than 30 days we will add interest at our current rate from the time you
asked for the Surrender Value.

                             DEDUCTIONS AND CHARGES

PREMIUM TAX CHARGE AND PREMIUM EXPENSE  CHARGE.  Before we allocate a Premium to
the Policy  Value,  we will  subtract  the  premium  tax charge and the  premium
expense charge.

The premium tax charge will equal 2.5% of your Premiums. This charge is intended
to help us pay state  premium  taxes and other  related  state and local  taxes.
State  premium  tax  rates  currently  range up to 4.0%.  Accordingly,  the 2.5%
deducted  from your Premium may be more or less than the taxes  assessed in your
state. We will subtract this charge from amounts transferred from other policies
issued  by other  insurers  or by us, if state  law  imposes  a  premium  tax on
transferred amounts.

The premium expense charge will be 3.5% of each Premium for the first ten Policy
Years and 1.5% of each Premium  thereafter.  2.0% of the 3.5% charge  during the
first ten Policy  Years is intended to help  compensate  us for our actual sales
expenses,   which  include  agents'  sales   commissions  and  other  sales  and
distribution  expenses.  The  remainder  of  this  charge  is  intended  to help
compensate  us for  certain  Federal  taxes and other  expenses  related  to the
receipt of Premiums.

MONTHLY  DEDUCTION.  On each  Monthly  Deduction  Day,  we will deduct from your
Policy  Value a Monthly  Deduction  to cover  certain  charges  and  expenses in
connection with the Policy.  The Monthly  Deduction is intended to compensate us
for expenses  incurred in connection with the issuance of a Policy,  the cost of
life  insurance,  the  cost  of any  optional  insurance  benefits  and  certain
administrative expenses. The administrative expenses include salaries,  postage,
telephone, office equipment and periodic reports.

The Monthly  Deduction is the sum of the  following  four items:  (1) the policy
fee; (2) the administrative  expense charge during the first seven policy years;
(3) the mortality and expense risk charge;  (4) the cost of insurance charge for
your Policy; and (5) the cost of any benefit rider.

We will  allocate  the  mortality  and  expense  risk  charge pro rata among the
Subaccounts in proportion to the amount of your Policy Value in each Subaccount.
We will  allocate  the  remainder  of the Monthly  Deduction  pro rata among the
Subaccounts and the Fixed Account.

POLICY  FEE:  The  monthly  policy  fee will be $7.50  per  month.  This  charge
compensates us for administrative expenses such as salaries, postage, telephone,
office equipment and periodic reports.

ADMINISTRATIVE  EXPENSE CHARGE:  This monthly charge is $0.12 for each $1,000 of
your  policy's  initial face amount and each $1,000 of face amount  increase you
request.  We stop deducting  this charge after the seventh policy year,  even if
you have made face amount increases during that period.  This charge compensates
us primarily for the costs we incur in  evaluating  the Insured  Persons'  risk,
issuing the policy, and sales expenses.

MORTALITY AND EXPENSE RISK CHARGE:  For the first  fourteen  Policy  Years,  the
monthly  mortality  and expense risk charge will be calculated at an annual rate
equivalent  to 0.72%  of the net  Policy  Value  allocated  to the  Subaccounts.
Thereafter,  we intend to charge an annual rate of 0.36%,  and we guarantee that
we will not charge more than 0.48%. The mortality and expense risk charge is not
assessed against your Policy Value in the Fixed Account. This charge compensates
us for the  mortality  and  expense  risks  that we  assume in  relation  to the
Policies.  The  mortality  risk  assumed  includes  the  risk  that  the cost of
insurance  charges  specified in the Policy will be insufficient to meet claims.
We also assume a risk that, on the Monthly  Deduction Day preceding the death of
the surviving Insured Person,  the Death Benefit will exceed the amount on which
the cost of  insurance  charges  were based.  The expense  risk  assumed is that
expenses  incurred in issuing and  administering  the  Policies  will exceed the
administrative charges set in the Policy.

COST OF INSURANCE CHARGE: The cost of insurance is determined monthly.  The cost
of insurance charge is determined by multiplying the applicable  current cost of
insurance rate per $1,000 by the net amount risk for each Policy Month.  The net
amount at risk is (a) - (b),  where:  (a) is the Death  Benefit  as of the prior
Monthly  Deduction Day divided by  1.0032737;  and (b) is the Policy Value as of
the prior Monthly Deduction Day.

EXAMPLE:


Face Amount..............................................          $1,000,000
Death Benefit Option.....................................                   1
Policy Value on the Prior Monthly Deduction Day..........             300,000
Younger Insured Person's Attained Age....................                  45
Corridor Percentage......................................                215%
Death Benefit............................................          $1,000,000


On the Monthly Deduction Day in this example, the Death Benefit as then computed
would be $1,000,000,  because the Face Amount  ($1,000,000)  is greater than the
Policy Value multiplied by the applicable corridor percentage ($300,000 x 215% =
$645,000).  Since  the  Policy  Value  on that  date is  $300,000,  the  cost of
insurance  charges per $1000 are applied to the  difference in the net amount at
risk of $696,736.98 (($1,000,000/1.0032737) - $300,000).

Assume  that the  Policy  Value in the above  example  was  $500,000.  The Death
Benefit would then be $1,075,000  (215% x $500,000),  since this is greater than
the Face Amount ($1,000,000).  The cost of insurance rates in this case would be
applied  to the net  amount  at risk of  $571,492.26  (($1,075,000/1.0032737)  -
$500,000).


Because the Policy  Value and, as a result,  the amount for which we are at risk
under your Policy may vary monthly,  your cost of insurance charge probably will
be different each month.

We determine the cost of insurance charge separately for the initial Face Amount
and  each  subsequent  increase.   The  cost  of  insurance  charge  covers  our
anticipated mortality costs for standard and substandard risks. We determine the
current cost of insurance  rates, but we guarantee that we will never charge you
a cost of insurance  rate higher than the  guaranteed  cost of  insurance  rates
shown in the Policy.  We base the cost of insurance  rate on the sex, issue age,
Policy Year, and premium rating class of the Insured Persons.  However, we issue
"unisex" policies in Montana and in connection with Qualified Plans. Although we
will base the current cost of insurance  rate on our  expectations  as to future
mortality  experience,  that rate will never  exceed a maximum cost of insurance
rate based on the 1980  Commissioners  Standard Ordinary ("1980 CSO") Smoker and
Non-Smoker  Mortality  Table  based on each  Insured  Persons'  sex and age last
birthday.  [Our cost of insurance  rates for unisex Policies will never exceed a
maximum  based  on the  1980 CSO  Table B  assuming  a blend of 80% male and 20%
female  lives.]  If one or both  Insured  Persons  do not  qualify  as at  least
"standard" risks, we add additional amounts to those maximums.

If we ever charge you a cost of insurance rate during the first fourteen  Policy
Years that is greater than the rate  provided by the rate scale in effect on the
Issue Date we will notify you.  For 60 days after we mail that  notice,  you may
surrender your Policy without paying any surrender charge.

AGE 100.  Commencing with the first Policy Anniversary after the younger Insured
Person reaches or would have reached age 100, we will waive all

o         cost of insurance charges, and
o         the $7.50 per month policy fee.


In  addition,  if the  Death  Benefit  option  you  elected  is Option 2 we will
automatically  change this Option 1 at age 100. The Death Benefit must remain as
Option 1 after age 100.


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 __ below.


PORTFOLIO  EXPENSES.  You  indirectly  bear  the  charges  and  expenses  of the
Portfolios  whose shares are held by the  Subaccounts to which you allocate your
Policy  Value.  The table on page [ ] contains a summary  of those  charges  and
expenses  for 1998.  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.



SURRENDER  CHARGE.  If you  surrender  your Policy,  we may subtract a surrender
charge from the surrender proceeds. The surrender charge equals the amount shown
in the  surrender  charge table in your Policy,  plus any  additional  surrender
charge due to  increases  in the Face Amount of your  Policy.  The amount of the
surrender charge decreases over time.

INITIAL  SURRENDER  CHARGE.  When we issue your Policy, we determine the initial
surrender  charge.  The initial  surrender  charge depends on the Face Amount of
your Policy and the Insured Persons' ages at issue, sex, and underwriting status
as smokers or non-smokers. For example, if the Insured Persons are a male age 55
and a female age 55_ and the Face  Amount of  coverage  is  $1,000,000when  your
Policy is issued, the initial Surrender Charge would be as follows:

Both Non-Smokers....................................            $13,867.00
Both Smokers........................................            $23,975.00



The Surrender  Charge rates for each category are greater or lesser according to
the age of the Insured  Persons when your Policy is issued.  The maximum initial
Surrender  Charge  will  never  be  greater  than $60 per  $1000 of Face  Amount
coverage.

If you surrender your Policy after fourteen  Policy Years have elapsed,  we will
not charge a surrender charge (unless you have increased the Face Amount of your
Policy,  as explained  below).  Before that time,  we determine  the  applicable
surrender  charge by multiplying the initial  surrender charge on your Policy by
the  appropriate  surrender  charge  percentage for the Policy Year in which the
surrender  occurs.  The applicable  surrender charge  percentages  depend on the
younger Insured Person's sex and age when your Policy was issued, and the number
of years  elapsed  since your  Policy was issued.  For  example,  the  following
surrender charge percentage rates would apply if the younger Insured Person were
55 years old when your Policy was issued:

          SURRENDER DURING
             POLICY YEAR                       PERCENTAGE
                  1                                 100
                  2                                 100
                  3                                 100
                  4                                 100
                  5                                 100
                  6                                 100
                  7                                 100
                  8                                  80
                  9                                  60
                 10                                  50
                 11                                  40
                 12                                  30
                 13                                  20
                 14                                  10
                 15                                   0

Thus,  in the example given above for two  non-smoker  Insured  Persons,  if the
Policy were surrendered  during the 10th Policy Year, the surrender charge would
equal $6,933.50($13,867.00 X 50%).

SURRENDER  CHARGE ON  INCREASES  IN INITIAL  FACE  AMOUNT.  If you  increase the
Initial Face Amount of your Policy,  we will  determine an additional  surrender
charge amount applicable to the amount of the increase. We determine the initial
amount  of the  additional  surrender  charge  using  the same  formula  used in
determining  the  initial  surrender  charge,  except  that we use  the  Insured
Persons' ages and underwriting  status at the time of the increase,  rather than
at the time your Policy was issued.

The surrender charge on the increase also decreases over a fourteen year period,
starting  from the  effective  date of the  increase.  The schedule of surrender
charge percentages  applicable to the additional surrender charge is the same as
set forth above for the initial face amount,  except that the annual periods are
measured  from the effective  date of the  increase,  rather than from the Issue
Date. We separately  calculate  the surrender  charge  applicable to the Initial
Face  amount and each  increase  and add those  amounts to  determine  the total
surrender charge.

If you decrease the Face Amount,  the  applicable  surrender  charge remains the
same.

We will include in your Policy a table  showing the  surrender  charge rates and
the surrender charge percentages  applicable under the Policies.  For additional
information  concerning the rates  applicable to you, please consult your agent.
In  addition,  a table of the  applicable  rates  is on file  with the SEC as an
exhibit to the registration statement for this product.

The premium  expense  charge and the  surrender  charge are imposed to cover our
actual sales expenses,  which include agents' sales  commissions and other sales
and  distribution  expenses.  We expect to recover  total sales  expenses of the
Policies over the life of the Policies.  However, the premium expense charge and
surrender charge paid with respect to a particular Policy may be higher or lower
than the  distribution  expenses we incurred in connection with that Policy.  To
the extent distribution costs are not recovered by these charges, we may make up
any  shortfall  from the assets of our general  account,  which  includes  funds
derived from the mortality and expense charge on the Separate Account assets.

We will not subtract any portion of the then applicable  surrender charge from a
partial withdrawal.  We will, however, subtract a partial withdrawal service fee
of $10 from the amount withdrawn,  to cover our expenses relating to the partial
withdrawal.

We will not assess a surrender  charge on surrenders  under  Policies  issued to
employees  of Lincoln  Benefit or its  affiliates  or issued to spouses or minor
children of those employees.

TRANSFER FEE. We currently are not charging a transfer fee. The Policy, however,
permits  us to charge a transfer  fee of $10 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 the Policy  Value that  remains 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.

                            GENERAL POLICY PROVISIONS

STATEMENTS  TO POLICY  OWNERS.  We will  maintain  all  records  relating to the
Separate  Account  and the  Subaccounts.  Each  year we will  send  you a report
showing information concerning your Policy transactions in the past year and the
current status of your Policy.  The report will include  information such as the
Policy Value as of the end of the current and the prior year,  the current Death
Benefit, Surrender Value, Policy Debt, partial withdrawals,  earnings,  Premiums
paid, and deductions made since the last annual report. We will also include any
information required by state law or regulation. If you ask us, we will send you
an  additional  report at any time.  We may  charge you up to $25 for this extra
report. We will tell you the current charge before we send you the report.

In addition, we will send you the reports required by the 1940 Act. We will mail
you confirmation  notices or other  appropriate  notices of Policy  transactions
quarterly or more  frequently if required by law. You should  therefore  give us
prompt written notice of any address change. You should read your statements and
confirmations  carefully  and  verify  their  accuracy.  You  should  contact us
promptly with any questions.

LIMIT ON RIGHT TO CONTEST.  We may not contest the insurance  coverage under the
Policy  after  the  Policy  has been in force for two  years  while the  Insured
Persons  are alive.  If the Policy  has lapsed and been  reinstated,  we may not
contest  the  reinstatement  after two years from the date of the  reinstatement
while the Insured Persons are alive. We may not contest any increase in the Face
Amount of the Policy  after the  increase has been in effect for two years while
the Insured Persons are alive.

SUICIDE.   If  either  Insured  Person  commits  suicide  while  sane  or  kills
him-or-herself  while  insane  within  two years of the Issue  Date,  we are not
required to pay the full Death Benefit that would otherwise be payable. Instead,
we will pay an amount  equal to the Policy  Value  less any Policy  Debt and the
Policy will stop. If within two years after the  effective  date of any increase
in the Face Amount either  Insured  Person  commits  suicide while sane or kills
him-or-herself  while insane our  liability  for the increase will be limited to
the total cost of insurance charges that have been attributable to the increase.

MISSTATEMENT  AS TO AGE AND SEX. If the age or sex of either  Insured  Person is
incorrectly  stated  in the  application,  we  will  adjust  the  Death  Benefit
appropriately as specified in the Policy.

BENEFICIARY.   You   name   the   original   Beneficiary(ies)   and   Contingent
Beneficiary(ies)  in  the  application  for  the  Policy.  You  may  change  the
Beneficiary  or  Contingent   Beneficiary  at  any  time,   except   irrevocable
Beneficiaries  and  Contingent  Beneficiaries  may not be changed  without their
consent.

You must request a change of  Beneficiary  on a form that we will provide.  Your
request for a change in Beneficiary or Contingent  Beneficiary  will take effect
when we receive  it,  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 the person shown in our files as the  Beneficiary  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 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  the
surviving  Insured  Person (or within 15 days  thereafter),  we will  divide the
Death Benefit among the Beneficiaries who then remain alive.

Different  rules may  apply if your  Policy  was  issued  in  connection  with a
Qualified Plan.

ASSIGNMENT  AND CHANGE OF  OWNERSHIP.  You may assign your Policy as  collateral
security,  unless it was issued in connection  with a Qualified  Plan.  You must
notify us in writing if you assign the Policy. Until we receive notice from you,
we are not liable for any action we may take or payments we may make that may be
contrary  to the  terms  of  your  assignment.  We are not  responsible  for the
validity of an assignment.  Your rights and the rights of the Beneficiary may be
affected by an assignment.

An absolute  assignment  is a change of  ownership  of the  Policy.  A change of
ownership must be made on a form we will provide for that purpose. The change of
ownership  will take effect as of the date you sign it, subject to any action we
have already taken before we receive the form.

DIVIDENDS. We will not pay any dividend under the Policies.

                                   TAX MATTERS

INTRODUCTION

The following  discussion is general and is not intended as tax advice.  Lincoln
Benefit  makes  no  guarantee  regarding  the tax  treatment  of any  Policy  or
transaction involving a Policy. Federal, state, local and other tax consequences
of  ownership  or  purchase  of a life  insurance  policy  depend  upon the your
circumstances.  If you are concerned about any tax  consequences  with regard to
your individual circumstances, you should consult a qualified tax advisor.


Taxation of the Company and the Variable Account

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 Lincoln  Benefit.  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 are automatically  applied to increase reserves under the
Policies.  Under  current  federal tax law,  Lincoln  Benefit  believes that the
Separate  Account  investment  income and realized net capital gains will not be
taxed to the extent  that such  income and gains are  applied  to  increase  the
reserves  under the  Policies.  Generally,  reserves  are amounts  that  Lincoln
Benefit is legally  required to accumulate  and maintain in order to meet future
obligations under the Policies. 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 provisions for any
such taxes.

Taxation of Contract Benefits

In order to qualify as a life insurance  policy for federal income tax purposes,
the Policy  must meet the  definition  of a life  insurance  policy set forth in
Section 7702 of the Code. Section 7702 limits the amount of premiums that may be
invested in a Policy that qualifies as life insurance.  The Policy is structured
to meet the Section 7702 definition of a life insurance policy.  This means that
the Death Benefit is excluded from the beneficiary's  gross income under Section
101(a) of the Tax Code and you are not taxed on  increases  in the Policy  Value
until a distribution occurs.

If a Policy fails to qualify as life  insurance  under Section 7702,  the Policy
will not provide most of the tax advantages normally provided by life insurance.
Lincoln  Benefit  has the right to amend the  Policies to comply with any future
changes in the Tax Code,  any  regulations or rulings under the Tax Code and any
other requirements imposed by the Internal Revenue Service.

If you surrender the Policy, you are subject to income tax on the portion of the
distribution that exceeds the investment in the contract.  The investment in the
contract is the gross  premium paid for the Policy minus any amounts  previously
received from the Policy if such amounts were properly  excluded from your gross
income.  Policy  loans are  generally  not  treated  as  taxable  distributions.
Interest  paid on a Policy loan is generally not  deductible.  You are generally
taxed on partial  withdrawals only to the extent the amount distributed  exceeds
the investment in the contract.  In certain  situations,  partial withdrawals or
reduction in benefits during the first fifteen years of the Policy may result in
a taxable  distribution  before the  investment  in the  contract is  recovered.
Withdrawals  and loans from  modified  endowment  contracts  are subject to less
favorable tax treatment.

If you are Owner and the surviving  Insured  Person under the Policy,  the Death
Benefit will be included in your gross estate for federal estate tax purposes if
the proceeds are payable to your estate.  If the beneficiary is not your estate,
but you retain incidents of ownership in the Policy, the Death Benefit will also
be included in your gross estate. Examples of incidents of ownership include:

- -         the right to change beneficiaries,
- -         to assign the Policy,
- -         to revoke an assignment,
- -         to pledge the Policy, or
- -         to obtain a Policy loan.

If you are Owner and surviving Insured Person under the Policy, and you transfer
all incidents of ownership in the Policy,  the Death Benefit will be included in
your gross estate if you die within  three years from the date of the  ownership
transfer.  State and local  estate  and  inheritance  taxes may also  apply.  In
addition,  certain transfers of the Policy or Death Benefit,  either during life
or at death, to individuals two or more generations  below the transferor may be
subject to the federal generation  skipping transfer tax. This rule also applies
if the  transfer  is to a  trust  for the  benefit  of  individuals  two or more
generations below the transferor.

The Policy may be used in various arrangements,  including nonqualified deferred
compensation  or  salary   continuance  plans,  split  dollar  insurance  plans,
executive  bonus  plans,  retiree  medical  benefit  plans and  others.  The tax
consequences  of such  plans  may vary  depending  on the  particular  facts and
circumstances of each individual  arrangement.  If you are contemplating the use
of a Policy in any of these  arrangements,  you should  consult a qualified  tax
advisor regarding the tax attributes of the particular arrangement.

Modified Endowment Contracts

A life  insurance  policy is treated as a "modified  endowment  contract"  under
Section 7702A of the Tax Code if it meets the  definition  of life  insurance in
Section 7702, but fails the  "seven-pay"  test of Section  7702A.  The seven-pay
test  provides  that  premiums  cannot be paid at a rate more  rapidly than that
allowed by the payment of seven annual  premiums using  specified  computational
rules provided in Section 7702A.  We will not accept any premiums that cause the
Policy to become a modified  endowment  contract  unless we  receive  from you a
written  acknowledgment  that  the  Policy  will  become  a  modified  endowment
contract.  An exchange  under  Section 1035 of the Tax Code of a life  insurance
policy that is not a modified  endowment  contract will not cause the new policy
to be a modified  endowment  contract if no  additional  premiums  are paid.  An
exchange  under  Section 1035 of the Code of a life  insurance  policy that is a
modified  endowment  contract for a new life insurance  policy will always cause
the new policy to be a modified endowment contract.

A Policy  that is  classified  as a modified  endowment  contract  is  generally
eligible for the beneficial tax treatment accorded to life insurance.  The death
benefit is excluded from income and increases in Policy Value are not subject to
current  taxation.  If you  receive  any amount as a Policy loan from a modified
endowment  contract,  or assign or pledge  any part of the value of the  Policy,
such amount is treated as a distribution.  Unlike other life insurance policies,
withdrawals and  distributions  made before the surviving Insured Person's death
are treated as taxable  income  first,  then as recovery  of  investment  in the
contract.  The taxable  portion of any  distribution  from a modified  endowment
contract is subject to a 10% penalty tax, except as follows:

- -    distributions  made on or after the date on which the taxpayer  attains age
     591/2;

- -    distributions  attributable to the taxpayer's becoming disabled (within the
     meaning of Section 72(m)(7) of the Code);

- -    or any  distribution  that is  part  of a  series  of  substantially  equal
     periodic payments (not less frequently than annually) made for the life (or
     life  expectancy)  of the  taxpayer  or the  joint  lives  (or  joint  life
     expectancies) of such taxpayer and his or her beneficiary.

All modified endowment contracts that are issued within any calendar year to the
same owner by one  company or its  affiliates  shall be treated as one  modified
endowment contract in determining the taxable portion of any distributions.

Diversification Requirements

For a Policy to qualify as a variable  life  insurance  policy for  federal  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
Policy  will not be treated  as a variable  life  insurance  policy for  federal
income tax purposes.  As a result, you will be taxed on the excess of the Policy
Value over the  investment in the contract.  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 Policy 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 Policy
values among more  investment  options.  Also, you may be able to transfer among
investment options more frequently than in such rulings. These differences could
result  in you  being  treated  as the owner of the  Separate  Account.  If this
occurs,  income and gain from the Separate Account assets would be includible in
your gross  income.  Lincoln  Benefit does not know what  standards  will be set
forth in any regulations or rulings which the Treasury  Department may issue. It
is possible that future  standards  announced by the Treasury  Department  could
adversely  affect the tax  treatment of your  contract.  We reserve the right to
modify the Policy 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 Policy will be successful.

                             DESCRIPTION OF LINCOLN
                          BENEFIT LIFE COMPANY AND THE
                                SEPARATE ACCOUNT

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

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

Except  as  discussed  below  for  variable  contracts,  under  our  reinsurance
agreements with Allstate Life,  substantially all contract related  transactions
are  transferred  to  Allstate  Life.  Through  these  reinsurance   agreements,
substantially  all of the assets backing our reinsured  liabilities are owned by
Allstate Life.  Allstate Life's  commitments  under the  reinsurance  agreements
support our  general  account and  related  assets are  invested  and managed by
Allstate Life.  Accordingly,  except as discussed below for variable  contracts,
the results of operations  with respect to  applications  received and contracts
issued  by  Lincoln  Benefit  are not  directly  reflected  in our  consolidated
financial  statements.  The  amounts  reflected  in our  consolidated  financial
statements  directly  relate only to the  investment  of those assets of Lincoln
Benefit  that  are not  transferred  to  Allstate  Life  under  the  reinsurance
agreements.  While the reinsurance  agreements provide us with financial backing
from Allstate Life, they do 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 those relating
to variable contracts (including the Policies).  The Company's variable contract
assets and liabilities  (other than those arising out of fixed interest benefits
such as the Fixed  Account)  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.

The Company also acts as the sponsor for one other of its Separate Accounts that
is a  registered  investment  company:  Lincoln  Benefit Life  Variable  Annuity
Account.  The  officers  and  employees of the Company are covered by a fidelity
bond in the amount of $5,000,000.  No person  beneficially  owns more than 5% of
the outstanding voting stock of The Allstate  Corporation,  of which the Company
is an indirect wholly-owned subsidiary.

EXECUTIVE OFFICERS AND DIRECTORS OF LINCOLN BENEFIT. Our directors and executive
officers  are listed  below,  together  with  information  as to their  dates of
election and principal business occupations during the last five years (if other
than their present  occupation).  The principal  business address of each of the
officers and  directors  listed below is 206 South 13th St.,  Lincoln,  Nebraska
68508


JANET P. ANDERBERY, VICE PRESIDENT AND CONTROLLER 1994; Associate Vice President
and  Controller  5/84-4/94,  Lincoln  Benefit Life Company;  Vice  President and
Controller  1/94-present,  Surety  Life  Insurance  Company;  Vice  President  &
Controller  1/99-present,  Allstate Financial  Distributors;  Vice President and
Controller 5/93-1/99, Lincoln Benefit Financial Services, Inc.

THOMAS R. ASHLEY,  SENIOR VICE PRESIDENT & MEDICAL DIRECTOR 1998, Vice President
and Medical  Director  10/96-5/98  Lincoln  Benefit  Life  Company;  Senior Vice
President & Medical Director  5/98-present,  Vice President and Medical Director
1/97-5/98, Surety Life Insurance Company.

THOMAS J. BERNEY,  SENIOR VICE PRESIDENT 1998, Vice President  1982-1998 Lincoln
Benefit Life Company.

JOHN H.  COLEMAN,  III,  SENIOR  VICE  PRESIDENT,  DIRECTOR  1998-present,  Vice
President  4/94-5/98,  Lincoln  Benefit  Life  Company;  Senior Vice  President,
Director 5/98-present,  Vice President 9/96-5/98, Surety Life Insurance Company;
President 2/93-4/94, Acordia.


LAWRENCE W. DAHL, EXECUTIVE VICE PRESIDENT,  DIRECTOR 1999, Lincoln Benefit Life
Company; Executive Vice President, Director 1999, Surety Life Insurance Company;
Tax Director, 2/87-6/99, Allstate Life Insurance Company.


MARVIN P. EHLY,  SENIOR  VICE  PRESIDENT  AND  TREASURER,  DIRECTOR  1999;  Vice
President  6/93-12/98,  Lincoln Benefit Life Company;  Senior Vice President and
Treasurer, Director 1/99-present, Surety Life Insurance Company.

DOUGLAS F. GAER,  EXECUTIVE VICE  PRESIDENT  1997,  DIRECTOR  1981,  Senior Vice
President,  4/95-2/97,  Senior Vice  President  and  Treasurer  4/94-3/95,  Vice
President  3/81-4/94,  Lincoln  Benefit Life Company;  Executive  Vice President
1/97-present,   Senior  Vice  President  and  Treasurer,   1/94-12/96,  Director
1/94-present, Surety Life Insurance Company; Director 5/93-1/99, Lincoln Benefit
Financial Services, Inc.

PETER H.  HECKMAN,  CHAIRMAN  OF THE  BOARD AND CHIEF  EXECUTIVE  OFFICER  1999,
DIRECTOR  1990,  Vice  Chairman of the Board  8/96-12/98,  Lincoln  Benefit Life
Company;  Vice  President,  Director  4/92-present,  Glenbrook  Life  &  Annuity
Company; Vice President  11/90-present,  Director  9/90-present,  Glenbrook Life
Insurance Company; Vice President 6/89-present,  Director 7/90-present, Allstate
Life  Insurance  Company  of New York;  Vice  President  4/89-present,  Director
12/88-present,   Allstate  Life  Insurance  Company;  Vice  President,  Director
12/88-present,  Northbrook Life Insurance Company; Director 5/90-present, Surety
Life Insurance Company; Director 5/91-9/93, Allstate Life Financial Services.

RODGER A.  HERGENRADER,  SENIOR VICE PRESIDENT 1999,  Vice President  1995-1998,
Underwriter  1988-1995,  Lincoln  Benefit Life  Company;  Senior Vice  President
1999-present, Surety Life Insurance Company.

LOUIS G. LOWER, II, DIRECTOR,  1989,  Chairman of the Board 5/89-12/98,  Lincoln
Benefit  Life  Company;  Chairman  of the  Board  and  Chief  Executive  Officer
6/95-present,  Chairman of the Board & President,  4/92-6/95,  Glenbrook  Life &
Annuity   Company;   Chairman   of  the  Board  and  Chief   Executive   Officer
12/95-present,   Chairman  of  the  Board  &  President   1/91-12/95,   Director
9/90-present,   Glenbrook  Life  Insurance  Company;   President   1/90-present,
Executive   Vice  President   1/89-1/90,   Senior  Vice  President  &  Treasurer
10/86-12/88,  Director 10/86-present,  Allstate Life Insurance Company; Chairman
of the Board and Chief Executive Officer 6/95-present, Chairman of the Board and
President 4/90-6/95,  Chairman of the Board 4/90-7/90,  Executive Vice President
1/89-4/90,   Senior  Vice   President   and   Treasurer   10/86-4/89,   Director
4/86-present,  Northbrook  Life  Insurance  Company;  Chairman  of the  Board  &
President  6/90-present,   Vice  President  &  Treasurer  12/86-6/90,   Director
12/83-present,  Allstate  Life  Insurance  Company of New York;  Chairman of the
Board & Chief Executive Officer 3/90-present, Director 5/89-present, Surety Life
Insurance Company;  Group Vice President 76-89, Director  10/86-present Allstate
Insurance Company; Director 4/90-present,  Allstate Settlement Company; Director
5/91-present, Allstate Life Financial Services.

JOHN J.  MORRIS,  SENIOR VICE  PRESIDENT/SECRETARY  1994,  DIRECTOR  1987,  Vice
President & Secretary  8/85-4/94,  Lincoln  Benefit  Life  Company;  Senior Vice
President  9/96-present,  Director 6/95-present,  Surety Life Insurance Company;
Vice  President &  Secretary,  Director  5/93-1/99,  Lincoln  Benefit  Financial
Services Inc.

ROBERT E. RICH,  EXECUTIVE  VICE  PRESIDENT  1996,  DIRECTOR  1987,  Senior Vice
President/Chief  Actuary  and  Treasurer,   4/95-5/96;  Senior  Vice  President,
Assistant Secretary  4/94-3/95,  Vice  President/Assistant  Secretary 1/84-5/96,
Lincoln Benefit Life Company; Executive Vice President 5/96-present, Senior Vice
President  and Chief  Actuary  1/94-5/96,  Director  9/93-present,  Surety  Life
Insurance Company; Director 5/93-1/99, Lincoln Benefit Financial Services, Inc.

KEVIN R. SLAWIN, DIRECTOR 1996, Lincoln Benefit Life Company;  Director and Vice
President-Finance  and Planning  1996-present,  Allstate Life Insurance Company;
Director  8/96-present,  Allstate Life Insurance  Company of New York;  Director
8/96-present,  Laughlin Group Holdings, Inc.; Director 8/96-present,  Northbrook
Life Insurance Company;  Director  8/96-present,  Surety Life Insurance Company;
Director  8/96-present,   Glenbrook  Life  Insurance  Company;   Assistant  Vice
President,  Assistant Treasurer 1/95-8/96, Allstate Insurance Company; Assistant
Treasurer and Director 2/94-1/95,  Sears Roebuck & Co.; First Vice President and
Treasurer 6/86-2/94, Sears Mortgage Corp.

J. SCOTT TAYLOR, SENIOR VICE PRESIDENT, 1999, Vice President 9/98-3/99, Director
of Sales  Management  1/97-9/98,  Lincoln  Benefit  Life  Company;  Director  of
Marketing Development 1984-1997 Ameritas Life Insurance Corp.

MICHAEL J. VELOTTA, DIRECTOR 1992, Lincoln Benefit Life Company; Vice President,
Secretary & General Counsel 1/93-present, Director 12/92-present,  Allstate Life
Insurance  Company;  Vice President,  Secretary & General Counsel  1/93-present,
Director  12/92-present,  Glenbrook  Life  Insurance  Company;  Vice  President,
Secretary & General Counsel 1/93-present, Director 12/92-present, Glenbrook Life
& Annuity  Company;  Vice President,  Secretary & General Counsel  1/93-present,
Director  12/92-present,  Allstate  Life  Insurance  Company  of New York;  Vice
President,  Secretary & General Counsel  1/93-present,  Director  12/92-present,
Northbrook Life Insurance Company;  Assistant Secretary,  Director 6/95-present,
Surety Life Insurance  Company;  Assistant  Vice  President & Assistant  General
Counsel 1989, Allstate Insurance Company.

CAROL S. WATSON, SENIOR VICE PRESIDENT,  GENERAL COUNSEL AND ASSISTANT SECRETARY
1994,  DIRECTOR,  1992,  Vice  President & General  Counsel  7/91-4/94,  Lincoln
Benefit  Life  Company;  Senior  Vice  President,  General  Counsel &  Corporate
Secretary  1/98-present,  Senior Vice  President,  General Counsel and Assistant
Secretary,  1/94-12/97,  Director  6/95-present,  Surety Life Insurance Company;
President,  1996-1/99,  Director  5/93-1/99,  Vice President and General Counsel
1993-1995, Lincoln Benefit Financial Services, Inc.

DEAN M. WAY,  SENIOR VICE PRESIDENT AND ACTUARY,  DIRECTOR 1998,  Vice President
and Actuary 5/92-5/98,  Lincoln Benefit Life Company;  Senior Vice President and
Actuary, Director,  5/98-present,  Vice President and Actuary 9/96-5/98,  Surety
Life Insurance Company.

THOMAS J. WILSON,  II,  DIRECTOR 1999,  Lincoln  Benefit Life Company;  Director
1/99-present,  Surety Life Insurance  Company;  Senior Vice President,  Director
6/95-present,  Vice President 1/95-6/95, Allstate Insurance Company; Senior Vice
President,   Director   7/96-present,   Allstate   Holdings,   Inc.;   President
1/99-present,  Director 9/95-present, Allstate Life Insurance Company; President
12/98-present,  Director  1/99-present,  Allstate Life Insurance  Company of New
York;  Senior  Vice  President  6/95-present,  Director  7/95-present,  Allstate
Property and Casualty Insurance Company; Vice President 1/95-1/99,  The Allstate
Corporation; Vice President 1993-1995, Sears, Roebuck & Company.

PATRICIA W. WILSON, DIRECTOR 1997, Lincoln Benefit Life Company;  Assistant Vice
President/Assistant  Secretary/Assistant Treasurer, 7/97-present, Assistant Vice
President 1/93-7/97,  Allstate Life Insurance Company;  Assistant Vice President
6/91-present,  Director  6/97-present,  Allstate Life  Insurance  Company of New
York;  Assistant  Treasurer  7/97-present,  Glenbrook  Life  Insurance  Company;
Assistant Treasurer 7/97-present, Glenbrook Life Annuity Company; Assistant Vice
President/Assistant  Secretary/Assistant Treasurer 7/97-present, Northbrook Life
Insurance Company; Director 7/97-present, Surety Life Insurance Company.

B. EUGENE  WRAITH,  PRESIDENT,  CHIEF  OPERATING  OFFICER 1996,  DIRECTOR  1984,
President  and Chief  Operating  Officer  3/96-present,  Senior  Vice  President
4/94-3/96,  Vice President 12/81-4/94,  Lincoln Benefit Life Company;  President
and Chief Operating Officer  3/96-present,  Executive Vice President  1/94-3/96,
Director  9/93-present,  Surety Life Insurance  Company;  Chairman of the Board,
Director 1993-1/99,  President  5/93-11/96,  Lincoln Benefit Financial Services,
Inc.; Vice President 3/96-present, Allstate

SEPARATE  ACCOUNT.  Lincoln  Benefit Life Variable  Life Account was  originally
established  in 1990,  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 Policy
Value  of the  Policies  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
Policies 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 will rise and fall with the
values of shares of the  Portfolios and are also reduced by Policy  charges.  We
use the Separate  Account to fund our other  variable  universal  life insurance
policies.

We will  account  separately  for each type of variable  life  insurance  policy
funded by the Separate Account.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS. We hold the assets of the Separate
Account. We keep those assets physically  segregated and held separate and apart
from our general  account  assets.  We  maintain  records of all  purchases  and
redemptions of shares of the Portfolios.

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

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

                       MARKET TIMING AND ASSET ALLOCATION

Certain  third  parties  offer market  timing and asset  allocation  services in
connection with the Policies. In certain situations,  Lincoln Benefit 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 may be modified by us at any time.  PLEASE NOTE that fees and
charges  assessed  for such  market  timing and asset  allocation  services  are
separate  and  distinct  from the Policy fees and charges set forth  herein.  We
neither  recommend  nor  discourage  such  market  timing  and asset  allocation
services.

                            DISTRIBUTION OF POLICIES

The Policies 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.

Allstate  Life  Financial  Services  ("ALFS")  located  at  3100  Sanders  Road,
Northbrook,  IL 60062-7154 serves as principal underwriter of the Policies. ALFS
is a  wholly  owned  subsidiary  of  Allstate  Life  Financial  Services.  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.

Registered  representatives  who sell the  policy  will be paid a maximum  sales
commission of  approximately  115% of all Premiums paid during the first year up
to a certain  amount and 4% of any  additional  premiums in the first ten years.
After the first ten years, we pay compensation at an annual rate of .35% of your
Policy's Account Value. In addition, certain bonuses and managerial compensation
may be paid. We pay all such commissions and incentives.

During  1998,  Lincoln  Benefit  paid no  commissions  for sales of the Policies
because the Policies were first offered only in 1999.

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 Policies, including any liability
arising out of the services we provide on the Policies.

                                LEGAL PROCEEDINGS

There are no pending legal proceedings  affecting the Separate Account.  Lincoln
Benefit 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 Policy,  including the validity of
the Policy  and our right to issue the  Policy  under  Nebraska  law,  have been
passed upon Carol S.  Watson,  Senior  Vice  President  and  General  Counsel of
Lincoln  Benefit.  The  Washington,  D.C.  law firm of Freedman,  Levy,  Kroll &
Simonds has advised Lincoln  Benefit about certain legal federal  securities law
matters in connection with the Policies.

                             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 Policies 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,  Lincoln Benefit,  and the
Policies.  The  descriptions  in this Prospectus of the Policies and other legal
instruments  are summaries.  You should refer to those  instruments as filed for
their precise terms. 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).

                                     EXPERTS

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

Actuarial matters included in this Prospectus, including the hypothetical Policy
illustrations,  have been  examined  by Matt  Monson,  Associate  Actuary of the
Company,   and  are   included  in  reliance   upon  his  opinion  as  to  their
reasonableness.

                              FINANCIAL STATEMENTS

The financial  statements of the Separate  Account  included in this  Prospectus
reflect the assets  attributable to all variable life insurance policies offered
by Lincoln  Benefit.  The  financial  statements  of Lincoln  Benefit  which are
included in this Prospectus  should be considered only as bearing on our ability
to meet its  obligations  under the  Policy.  They should not be  considered  as
bearing  on the  investment  performance  of the  assets  held  in the  Separate
Account.
<PAGE>






                          LINCOLN BENEFIT LIFE VARIABLE
                                  LIFE ACCOUNT


                Financial Statements as of December 31, 1998, and
                    for the periods ended December 31, 1998,
                  December 31, 1997 and December 31, 1996, and
                          Independent Auditors' Report


<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE LIFE ACCOUNT

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

Independent Auditors' Report                                               1

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

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

<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE LIFE ACCOUNT

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

 Investment in T. Rowe Price International Series, Inc. Portfolio:           2
     International Stock
   Investments in T. Rowe Price Equity Series, Inc. Portfolios:
     New America Growth
     Mid-Cap Growth
     Equity Income
   Investments in MFS Variable Insurance Trust Portfolios:
     Growth with Income Series
     Research Series
     Emerging Growth Series
     Total Return Series
     New Discovery Series

Statements of Operations for the following:
For the Period August 17, 1998 to December 31, 1998
   Investments in Alger American Fund Portfolios:                            3
     Growth
     Income and Growth
     Leveraged AllCap
     MidCap Growth
     Small Capitalization

For the Years Ended December 31, 1998, 1997 and 1996
   Investments in Janus Aspen Series Portfolios:                       4, 10, 12
     Flexible Income
     Balanced
     Growth
     Aggressive Growth
     Worldwide Growth
   Investments in IAI Retirement Funds, Inc. Portfolios:               5, 10, 13
     Regional
     Reserve
     Balanced
   Investment in Fidelity Variable Insurance Products
        Fund II Portfolio:                                             5, 10, 13
     Asset Manager

For the Years Ended December 31, 1998, 1997 and the Period May 1, 1996 to
December 31, 1996
   Investment in Fidelity Variable Insurance Products
        Fund II Portfolio:                                             5, 10, 13
     Contrafund

For the Period August 17, 1998 to December 31, 1998
   Investment in Fidelity Variable Insurance Products Fund II Portfolio:     5
     Index 500

<PAGE>
LINCOLN BENEFIT LIFE
VARIABLE LIFE ACCOUNT

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

                                                                          Page
For the Years Ended December 31, 1998, 1997 and 1996
   Investments in Fidelity Variable Insurance Products Fund
       Portfolios:                                                     6, 11, 14
     Money Market
     Equity-Income
     Growth
     Overseas
   Investments in Federated Insurance Management Series Portfolios:    6, 11, 15
     High Income Bond Fund II
     Utility Fund II
     U.S. Government Securities Fund II
   Investment in Scudder Variable Life Investment Fund Portfolio:      7, 11, 15
     Bond

For the Period August 17, 1998 to December 31, 1998
     Investments in Scudder Variable Life Investment Fund Portfolios:       7
     Balanced
     Growth and Income
     Global Discovery
     International
   Investments in Strong Variable Insurance Funds, Inc. Portfolios:         7
     Discovery Fund II
     Growth Fund II
   Investment in Strong Opportunity Fund II, Inc. Portfolio:                8
     Opportunity Fund II
   Investment in T. Rowe Price International Series, Inc. Portfolio:        8
     International Stock
   Investments in T. Rowe Price Equity Series, Inc. Portfolio:              8
     New America Growth
     Mid-Cap Growth
     Equity Income
   Investments in MFS Variable Insurance Trust Portfolios:                  9
     Growth with Income Series
     Research Series
     Emerging Growth Series
     Total Return Series
     New Discovery Series

<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE LIFE ACCOUNT

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

                                                                          Page

Statements of Changes in Net Assets for the following:

For the Period August 17, 1998 to December 31, 1998
   Investments in Alger American Fund Portfolios:                          16
     Growth
     Income and Growth
     Leveraged AllCap
     MidCap Growth
     Small Capitalization

For the Years Ended December 31, 1998, 1997 and 1996
   Investments in Janus Aspen Series Portfolios:                      17, 23, 27
     Flexible Income
     Balanced
     Growth
     Aggressive Growth
     Worldwide Growth
   Investments in IAI Retirement Funds, Inc. Portfolios:              18, 24, 28
     Regional
     Reserve
     Balanced
   Investment in Fidelity Variable Insurance Products
       Fund II Portfolio:                                             18, 24, 28
     Asset Manager

For the Years Ended December 31, 1998, 1997 and the Period
May 1, 1996 to December 31, 1996
   Investment in Fidelity Variable Insurance Products
       Fund II Portfolio:                                             18, 24, 28
     Contrafund

For the Period August 17, 1998 to December 31, 1998
   Investment in Fidelity Variable Insurance Products
       Fund II Portfolio:                                                  18
     Index 500

For the Years Ended December 31, 1998, 1997 and 1996
   Investments in Fidelity Variable Insurance Products
       Fund Portfolios:                                               19, 25, 29
     Money Market
     Equity-Income
     Growth
     Overseas
   Investments in Federated Insurance Management Series Portfolios:   19, 26, 30
     High Income Bond Fund II
     Utility Fund II
     U.S. Government Securities Fund II
   Investment in Scudder Variable Life Investment Fund Portfolio:     20, 26, 30
     Bond

<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE LIFE ACCOUNT

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

                                                                          Page

For the Period August 17, 1998 to December 31, 1998
   Investments in Scudder Variable Life Investment Fund Portfolios:        20
     Balanced
     Growth and Income
     Global Discovery
     International
   Investments in Strong Variable Insurance Funds, Inc. Portfolios:        20
     Discovery Fund II
     Growth Fund II
   Investment in Strong Opportunity Fund II, Inc. Portfolio:               21
     Opportunity Fund II
   Investment in T. Rowe Price International Series, Inc. Portfolio:       21
     International Stock
   Investment in T. Rowe Price Equity Series, Inc. Portfolios:             21
     New America Growth
     Mid-Cap Growth
     Equity Income
   Investments in MFS Variable Insurance Trust Portfolios:                 22
     Growth with Income Series
     Research Series
     Emerging Growth Series
     Total Return Series
     New Discovery Series

Notes to Financial Statements                                          31 - 34

<PAGE>


INDEPENDENT AUDITORS' REPORT

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

We  have  audited  the  accompanying  statements  of net  assets  of each of the
sub-accounts ("portfolios" for the purposes of this report), listed in the table
of contents,  that  comprise  Lincoln  Benefit Life  Variable  Life Account (the
"Account"),  a Separate Account of Lincoln Benefit Life Company, an affiliate of
The Allstate Corporation, as of December 31, 1998, and the related statements of
operations and changes in net assets for the applicable periods indicated in the
table of contents.  These  financial  statements are the  responsibility  of the
Account's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  securities  owned at December 31, 1998. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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


/s/ Deloitte & Touche LLP

Chicago, Illinois
March 18, 1999



                                       1
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

STATEMENTS OF NET ASSETS
DECEMBER 31, 1998

($ in thousands)

NET ASSETS
Investments in Alger American Fund Portfolios:
   Growth, 310 shares (cost $14)                                      $     16
   Income and Growth, 1,232 shares (cost $15)                               16
   Leveraged AllCap, 13 shares (cost $0)                                     -
   MidCap Growth, 103 shares (cost $3)                                       3
   Small Capitalization, 268 shares (cost $10)                              12

Investments in Janus Aspen Series Portfolios:
   Flexible Income, 138,350 shares (cost $1,643)                         1,669
   Balanced, 415,245 shares (cost $7,669)                                9,343
   Growth, 810,845 shares (cost $14,916)                                19,087
   Aggressive Growth, 586,046 shares (cost $12,465)                     16,169
   Worldwide Growth, 1,030,323 shares (cost $25,718)                    29,972

Investments in IAI Retirement Funds, Inc. Portfolios:
   Regional, 175,763 shares (cost $2,676)                                2,756
   Reserve, 13,954 shares (cost $140)                                      141
   Balanced, 43,437 shares (cost $603)                                     678

Investments in Fidelity Variable Insurance Products Fund II
Portfolios:
   Asset Manager, 297,330 shares (cost $5,074)                           5,400
   Contrafund, 588,594 shares (cost $12,028)                            14,385
   Index 500, 292 shares (cost $38)                                         41

Investments in Fidelity Variable Insurance Products
Fund Portfolios:
   Money Market, 9,167,244 shares (cost $9,167)                          9,167
   Equity-Income, 926,934 shares (cost $21,032)                         23,563
   Growth, 532,212 shares (cost $18,609)                                23,880
   Overseas, 364,181 shares (cost $7,180)                                7,302

Investments in Federated Insurance Management Series Portfolios:
   High Income Bond Fund II, 335,177 shares (cost $3,642)                3,660
   Utility Fund II, 168,373 shares (cost $2,231)                         2,571
   U.S. Government Securities Fund II, 110,463 shares (cost $1,196)      1,232

Investments in Scudder Variable Life Investment Fund Portfolios:
   Bond, 106,134 shares (cost $632)                                        730
   Balanced, 211 shares (cost $3)                                            3
   Growth and Income, 282 shares (cost $3)                                   3
   Global Discovery, 349 shares (cost $3)                                    3
   International, 289 shares (cost $4)                                       4

Investments in Strong Variable Insurance Funds, Inc., Portfolios:
   Discovery Fund II, 0 shares                                               -
   Growth Fund II, 0 shares                                                  -

Investment in Strong Opportunity Fund II, Inc. Portfolio:
   Opportunity Fund II, 86 shares (cost $2)                                  2

Investment in T. Rowe Price International Series, Inc. Portfolio:
   International Stock, 8 shares (cost $0)                                   -

Investments in T. Rowe Price Equity Series, Inc. Portfolios:
   New America Growth, 104 shares (cost $3)                                  3
   Mid-Cap Growth, 459 shares (cost $7)                                      7
   Equity Income, 275 shares (cost $5)                                       5

Investments in MFS Variable Insurance Trust Portfolios:
   Growth with Income Series, 149 shares (cost $3)                           3
   Research Series, 197 shares (cost $4)                                     4
   Emerging Growth Series, 147 shares (cost $3)                              3
   Total Return Series, 1,204 shares (cost $21)                             22
   New Discovery Series, 25 shares (cost $0)                                 -
                                                                      --------
       Net assets                                                     $171,855
                                                                      ========
     See notes to financial statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
($ in thousands)                                         Alger American Fund Portfolios
                                           ---------------------------------------------------------
                                              For the Period August 17, 1998 to December 31, 1998
                                           ---------------------------------------------------------
                                                      Income and Leveraged    MidCap    Small
                                            Growth      Growth    AllCap      Growth  Capitalization
                                           --------    --------  ---------   -------- --------------
<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                            11          --        --         --          11
  Cost of investments sold                      (11)         --        --         --         (11)
                                           --------   --------   --------   --------    --------

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

Change in unrealized gains (losses)               2           1        --         --           2
                                           --------   --------   --------   --------    --------

       Net gains (losses) on investments          2           1        --         --           2
                                           --------   --------   --------   --------    --------
CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                  $      2    $      1   $    --    $    --     $     2
                                           ========    ========   ========   ========    ========


<FN>

See notes to financial statemens.

</FN>
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
($ in thousands)
                                                            Janus Aspen Series Portfolios
                                           -------------------------------------------------------------
                                                        For the Year Ended December 31, 1998
                                           -------------------------------------------------------------
                                           Flexible                              Aggressive    Worldwide
                                             Income      Balanced     Growth       Growth       Growth
                                           ---------    ---------    ---------   ----------    ---------
<S>                                        <C>          <C>          <C>           <C>         <C>

INVESTMENT INCOME
Dividends                                    $    82    $     265     $    820    $      --    $     901
Charges from Lincoln Benefit Life Company:
     Mortality and expense risk                   (9)         (56)         (93)         (79)        (165)
     Administrative expense                       (2)          (9)         (23)         (23)         (43)
                                           ---------    ---------    ---------    ---------    ---------

       Net investment income (loss)               71          200          704         (102)         693
                                           ---------    ---------    ---------    ---------    ---------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                            866        3,583        5,432       14,012       25,446
  Cost of investments sold                      (852)      (3,294)      (5,026)     (13,027)     (23,546)
                                           ---------    ---------    ---------    ---------    ---------

       Net realized gains (losses)                14          289          406          985        1,900
                                           ---------    ---------    ---------    ---------    ---------

Change in unrealized gains (losses)               (1)       1,313        3,161        2,976        2,958
                                           ---------    ---------    ---------    ---------    ---------

       Net gains (losses) on investments          13        1,602        3,567        3,961        4,858
                                           ---------    ---------    ---------    ---------    ---------
CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                    $    84    $   1,802    $   4,271    $   3,859    $   5,551
                                           =========    =========    =========    =========    =========


<FN>

See notes to financial statements.

</FN>
</TABLE>



                                       4
<PAGE>



<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
($ in thousands)                                                                  Fidelity Variable Insurance Products
                                        IAI Retirement Funds, Inc. Portfolios              Fund II Portfolios
                                        --------------------------------------    ---------------------------------------
                                                                                                          For the Period
                                                                                                            August 17,
                                                                 For the Year Ended                      1998 to December
                                                                 December 31, 1998                           31, 1998
                                        ---------------------------------------------------------------- ----------------
                                                                                    Asset        Contra-
                                            Regional     Reserve     Balanced      Manager         fund     Index 500
                                           ---------    ---------    ---------    ---------    ---------    ---------
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>

INVESTMENT INCOME
Dividends                                   $    152    $       8    $      13    $     507    $     414    $      --
Charges from Lincoln Benefit Life Company:
     Mortality and expense risk                  (19)          (1)          (4)         (33)         (67)          --
     Administrative expense                       (6)          --           (1)          (9)         (18)          --
                                           ---------    ---------    ---------    ---------    ---------    ---------

       Net investment income (loss)              127            7            8          465          329           --
                                           ---------    ---------    ---------    ---------    ---------    ---------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                            935          262          205        9,810       13,181           13
  Cost of investments sold                      (918)        (263)        (193)      (9,652)     (12,650)         (13)
                                           ---------    ---------    ---------    ---------    ---------    ---------

       Net realized gains (losses)                17           (1)          12          158          531           --
                                           ---------    ---------    ---------    ---------    ---------    ---------

Change in unrealized gains (losses)             (142)           2           35           55        1,875            3
                                           ---------    ---------    ---------    ---------    ---------    ---------

       Net gains (losses) on investments        (125)           1           47          213        2,406            3
                                           ---------    ---------    ---------    ---------    ---------    ---------

CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                  $       2    $       8    $      55    $     678    $   2,735    $       3
                                           =========    =========    =========    =========    =========    =========


<FN>

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



                                       5
<PAGE>




<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
($ in thousands)
                                                  Fidelity Variable Insurance Products          Federated Insurance Management
                                                           Fund Portfolios                             Series Portfolios
                                           ------------------------------------------------   --------------------------------------
                                                                     For the Year Ended December 31, 1998
                                           -----------------------------------------------------------------------------------------
                                                                                              High Income            U.S. Government
                                             Money       Equity-                                 Bond       Utility   Securities
                                             Market      Income       Growth       Overseas     Fund II     Fund II     Fund II
                                           ---------    ---------    ---------    ---------   -----------   --------- --------------
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>          <C>

INVESTMENT INCOME
Dividends                                  $     480    $   1,066    $   1,768    $     400    $      82    $     108    $      10
Charges from Lincoln Benefit Life Company:
     Mortality and expense risk                  (63)        (138)        (121)         (38)         (21)         (13)          (7)
     Administrative expense                      (14)         (35)         (33)         (11)          (5)          (4)          (1)
                                           ---------    ---------    ---------    ---------    ---------    ---------    ---------

       Net investment income (loss)              403          893        1,614          351           56           91            2
                                           ---------    ---------    ---------    ---------    ---------    ---------    ---------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                        149,121       11,949       12,013       41,560        6,227          730        2,309
  Cost of investments sold                  (149,121)     (11,196)     (11,255)     (41,063)      (6,160)        (675)      (2,281)
                                           ---------    ---------    ---------    ---------    ---------    ---------    ---------

       Net realized gains (losses)                --          753          758          497           67           55           28
                                           ---------    ---------    ---------    ---------    ---------    ---------    ---------

Change in unrealized gains (losses)               --          335        3,446          125          (69)         120           26
                                           ---------    ---------    ---------    ---------    ---------    ---------    ---------

       Net gains (losses) on investments          --        1,088        4,204          622           (2)         175           54
                                           ---------    ---------    ---------    ---------    ---------    ---------    ---------
CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                  $     403    $   1,981    $   5,818    $     973    $      54    $     266    $      56
                                           =========    =========    =========    =========    =========    =========    =========

<FN>


See notes to financial statements.

</FN>
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
($ in thousands)                                                                                   Strong Variable
                                                                                                 Insurance Funds, Inc.
                                              Scudder Variable Life Investment Fund Portfolios         Portfolios
                                           ----------------------------------------------------- ---------------------
                                            For the
                                           Year Ended
                                            December                       For the Period August 17, 1998
                                            31, 1998                             to December 31, 1998
                                           ---------   ---------------------------------------------------------------
                                                                Growth and   Global      Inter-   Discovery    Growth
                                            Bond       Balanced    Income   Discovery   national   Fund II    Fund II
                                           ---------   --------   --------  ---------  ---------   --------   --------
<S>                                        <C>         <C>        <C>        <C>        <C>        <C>        <C>

INVESTMENT INCOME
Dividends                                   $    36     $    --    $    --   $     --   $     --   $     --    $    --
Charges from Lincoln Benefit Life Company:
     Mortality and expense risk                  (4)         --         --         --         --         --         --
     Administrative expense                      (1)         --         --         --         --         --         --
                                           --------    --------   --------   --------   --------   --------   --------

       Net investment income (loss)              31          --         --         --         --         --         --
                                           --------    --------   --------   --------   --------   --------   --------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                           654          --         --         --         --         --         --
  Cost of investments sold                     (722)         --         --         --         --         --         --
                                           --------    --------   --------   --------   --------   --------   --------

       Net realized gains (losses)              (68)         --         --         --         --         --         --
                                           --------    --------   --------   --------   --------   --------   --------

Change in unrealized gains (losses)              69          --         --         --         --         --         --
                                           --------    --------   --------   --------   --------   --------   --------

       Net gains (losses) on investments          1          --         --         --         --         --         --
                                           --------    --------   --------   --------   --------   --------   --------
CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                  $     32    $     --   $     --   $     --   $     --   $     --   $     --
                                           ========    ========   ========   ========   ========   ========   ========

<FN>

See notes to financial statements.

</FN>
</TABLE>


                                       7
<PAGE>




<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
($ in thousands)                                                T. Rowe
                                                  Strong      Price Inter-
                                                 Opportunity   national
                                                Fund II, Inc. Series, Inc.     T. Rowe Price Equity Series,
                                                  Portfolio    Portfolio               Inc. Portfolios
                                                -----------------------   ------------------------------------
                                                       For the Period August 17, 1998 to December 31, 1998
                                                --------------------------------------------------------------
                                                              Inter-           New
                                                Opportunity  national       America      Mid-Cap      Equity
                                                 Fund II      Stock          Growth       Growth       Income
                                                ----------   ----------   ----------   ----------   ----------
<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)                --           --           --           --           --
                                                ----------   ----------   ----------   ----------   ----------

            Net gains (losses) on investments           --           --           --           --           --
                                                ----------   ----------   ----------   ----------   ----------
     CHANGE IN NET ASSETS
     RESULTING FROM OPERATIONS                  $       --   $       --   $       --   $       --   $       --
                                                ==========   ==========   ==========   ==========   ==========


<FN>

See notes to financial statements.

</FN>
</TABLE>



                                       8
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
($ in thousands)
                                                        MFS Variable Insurance Trust Portfolios
                                              --------------------------------------------------------
                                                  For the Period August 17, 1998 to December 31, 1998
                                              --------------------------------------------------------
                                                   Growth              Emerging    Total        New
                                                with Income Research    Growth     Return    Discovery
                                                  Series     Series     Series     Series     Series
                                              ------------- --------  --------   --------    ---------
<S>                                           <C>           <C>        <C>         <C>         <C>

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

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


     REALIZED AND UNREALIZED GAINS
       (LOSSES) ON INVESTMENTS
     Realized gains (losses) from
     sales of investments:
       Proceeds from sales                            --         --         --          3          --
       Cost of investments sold                       --         --         --         (3)         --
                                                --------   --------   --------   --------    --------

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

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

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


     CHANGE IN NET ASSETS
     RESULTING FROM OPERATIONS                  $     --   $     --   $     --   $      1    $     --
                                                ========   ========   ========   ========    ========

<FN>

   See notes to financial statements.

</FN>
</TABLE>


                                       9
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
- -------------------------------------------------------------------------------------------------------------------------------
($ in thousands)                                                                                              Fidelity  Variable
                                                                                         IAI Retirement Funds,Insurance Products
                                              Janus Aspen Series Portfolios                   Inc. Portfolios Fund II Portfolios
                                           --------------------------------------------- ------ ----- -----   -------  -------
                                           Flexible                  Aggressive Worldwide Regi- Res-   Bal-    Asset   Contra-
                                            Income  Balanced  Growth   Growth    Growth   onal  erve  anced   Manager  fund
                                           -------  -------- ------- ---------- --------  ----- ----- -----   -------  -------
<S>                                        <C>      <C>      <C>      <C>       <C>       <C>    <C>   <C>    <C>      <C>
INVESTMENT INCOME
Dividends                                  $    49  $    86  $   189  $   --    $    181  $  94  $  6  $  10  $   305  $    51
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                    (5)     (18)     (46)      (46)      (81)   (16)   (1)    (2)     (21)     (27)
  Administrative expense                        (1)      (5)     (12)      (14)       (9)    (5)    --    (1)      (6)      (6)
                                           ---------  ------- -------- --------- -------- ------ ------ ------ -------- ------
     Net investment income (loss)               43       63      131       (60)       91     73     5      7      278       18
                                           ---------  ------- -------- --------- -------- ------ ------ ------ -------- ------

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                        1,087    2,365    7,818    11,046    17,134    953    53    171    3,642    6,207
  Cost of investments sold                  (1,066)  (2,221)  (7,446)  (10,625)  (15,964)  (888)  (54)  (160)  (3,388)  (5,900)
                                           ---------  ------- -------- --------- -------- ------ ------ ------ -------- ------
     Net realized gains (losses)                21      144      372       421     1,170     65    (1)    11      254      307
                                           ---------  ------- -------- --------- -------- ------ ------ ------ -------- ------
Change in unrealized gains (losses)              9      260      640       632       600    113     --    24       (1)     373
                                           ---------  ------- -------- --------- -------- ------ ------ ------ -------- ------
     Net gains (losses) on investments          30      404    1,012     1,053     1,770    178    (1)    35      253      680
                                           ---------  ------- -------- --------- -------- ------ ------ ------ -------- ------
CHANGE IN NET ASSETS
  RESULTING FROM OPERATIONS                $    73  $   467  $ 1,143  $    993  $  1,861  $ 251  $  4  $  42  $   531  $   698
                                           =======  =======  =======  ========  ========  =====  ====  =====  =======  =======


<FN>

See notes to financial statements.

</FN>
</TABLE>


                                       10
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
- -------------------------------------------------------------------------------------------------------------------------

($ in thousands)                                                                                        Scudder
                                                                                                        Variable
                                                                                                          Life
                                                                                   Federated Insurance Investment
                                            Fidelity Variable Insurance Products     Management Series    Fund
                                                        Fund Portfolios                Portfolios      Portfolio
                                           -------------------------------------    ------------------  --------
                                                                                                  U.S
                                                                                   High          Gov't
                                                                                  Income         Securi-
                                             Money    Equity-                      Bond  Utility ties
                                            Market    Income   Growth   Overseas  Fund II Fund II FundII  Bond
                                           ---------  -------  -------  --------  ------- ------  -----  ------
<S>                                        <C>        <C>      <C>      <C>       <C>      <C>    <C>    <C>

INVESTMENT INCOME
Dividends                                  $     315  $   846  $   318  $    252  $    61  $  44  $   9  $  30
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                     (41)     (78)     (72)      (25)      (8)    (8)    (2)    (3)
  Administrative expense                          (8)      (5)     (22)       (7)      (2)    (3)    --     (1)
                                           ---------  -------  -------  --------  -------  -----  -----  -----
     Net investment income (loss)                266      763      224       220       51     33      7     26
                                           ---------  -------  -------  --------  -------  -----  -----  -----

 REALIZED AND UNREALIZED GAINS
   (LOSSES) ON INVESTMENTS
 Realized gains (losses) from
 sales of investments:
   Proceeds from sales                       105,015    8,773    9,943    21,506    2,364    734    261    576
   Cost of investments sold                 (105,015)  (8,484)  (9,231)  (20,961)  (2,313)  (665)  (257)  (577)
                                           ---------  -------  -------  --------  -------  -----  -----  -----
     Net realized gains (losses)                  --      289      712       545       51     69      4     (1)
                                           ---------  -------  -------  --------  -------  -----  -----  -----
 Change in unrealized gains (losses)              --    1,539    1,095      (267)      48    166      7     13
                                           ---------  -------  -------  --------  -------  -----  -----  -----

     Net gains (losses) on investments            --    1,828    1,807       278       99    235     11     12
                                           ---------  -------  -------  --------  -------  -----  -----  -----
 CHANGE IN NET ASSETS
   RESULTING FROM OPERATIONS               $     266  $ 2,591  $ 2,031  $    498  $   150  $ 268  $  18  $  38
                                           =========  =======  =======  ========  =======  =====  =====  =====


<FN>


See notes to financial statements.

</FN>
</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                                    Janus Aspen Series Portfolios
                                                  ----------------------------------------------------------------
                                                                For the Year Ended December 31, 1996
                                                  ----------------------------------------------------------------
                                                     Flexible                             Aggressive    Worldwide
                                                      Income      Balanced     Growth      Growth        Growth
                                                  ------------  ----------  ----------  ------------ -------------
<S>                                               <C>           <C>          <C>         <C>          <C>

      INVESTMENT INCOME
      Dividends                                    $      29    $      24    $      67    $      33    $      70
      Charges from Lincoln Benefit Life Company:
        Mortality and expense risk                        (3)          (5)         (18)         (23)         (27)
        Administrative expense                            --           (1)          (4)          (5)          (6)
                                                  ----------   ----------   ----------    ---------    ---------

           Net investment income (loss)                   26           18           45            5           37
                                                  ----------   ----------   ----------    ---------    ---------

      REALIZED AND UNREALIZED GAINS
        (LOSSES) ON INVESTMENTS
      Realized gains (losses) from
      sales of investments:
        Proceeds from sales                            3,253          541        4,620        3,894        4,048
        Cost of investments sold                      (3,262)        (513)      (4,460)      (3,743)      (3,724)
                                                  ----------   ----------   ----------    ---------    ---------
           Net realized gains (losses)                    (9)          28          160          151          324
                                                  ----------   ----------   ----------    ---------    ---------
      Change in unrealized gains (losses)                 13           64          197         (107)         450
                                                  ----------   ----------   ----------    ---------    ---------

           Net gains (losses) on investments               4           92          357           44          774
                                                  ----------   ----------   ----------    ---------    ---------
      CHANGE IN NET ASSETS
        RESULTING FROM OPERATIONS                  $      30    $     110    $     402    $      49    $     811
                                                  ==========   ==========   ==========    =========    =========


<FN>

     See notes to financial statements.

</FN>
</TABLE>


                                       12
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------------------------------------
($ in thousands)
                                                                                            Fidelity
                                                                                       Variable Insurance
                                           IAI Retirement Funds, Inc. Portfolios   Products Fund II Portfolios
                                           -------------------------------------    --------------------------
                                                                                               For the Period
                                                                                               May 1, 1996 to
                                                  For the Year Ended December 31, 1996       December 31, 1996
                                           ------------------------------------------------- -----------------
                                                                                      Asset
                                              Regional     Reserve     Balanced      Manager    Contrafund
                                             ---------    ---------    ---------    --------    ----------

<S>                                          <C>         <C>          <C>          <C>           <C>

INVESTMENT INCOME
Dividends                                    $      57    $       6    $       3    $      94    $      --
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                        (8)          (1)          (1)         (13)          (4)
  Administrative expense                            (2)          --           --           (3)          --
                                             ---------    ---------    ---------    ---------    ---------
     Net investment income (loss)                   47            5            2           78           (4)
                                             ---------    ---------    ---------    ---------    ---------

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                            1,894          219           56          724        2,224
  Cost of investments sold                      (1,832)        (219)         (54)        (697)      (2,183)
                                             ---------    ---------    ---------    ---------    ---------
     Net realized gains (losses)                    62           --            2           27           41
                                             ---------    ---------    ---------    ---------    ---------
Change in unrealized gains (losses)                  6           --           13          143          109
                                             ---------    ---------    ---------    ---------    ---------

     Net gains (losses) on investments              68           --           15          170          150
                                             ---------    ---------    ---------    ---------    ---------
CHANGE IN NET ASSETS
  RESULTING FROM OPERATIONS                  $     115    $       5    $      17    $     248    $     146
                                             =========    =========    =========    =========    =========


<FN>
    See notes to financial statements.

</FN>
</TABLE>



                                       13
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------------------------

($ in thousands)
                                           Fidelity Variable Insurance Products Fund Portfolios
                                          ------------------------------------------------------
                                                    For the Year Ended December 31, 1996
                                          ------------------------------------------------------
                                               Money        Equity-
                                              Market        Income      Growth      Overseas
                                             ---------    ---------    ---------    ---------
<S>                                          <C>          <C>          <C>          <C>
INVESTMENT INCOME
Dividends                                    $     185    $     152    $     297    $      44
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                       (25)         (35)         (44)         (15)
  Administrative expense                            (5)          (7)          (9)          (3)
                                             ---------    ---------    ---------    ---------
   Net investment income (loss)                    155          110          244           26
                                             ---------    ---------    ---------    ---------

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                           54,684        4,355       13,992        3,383
  Cost of investments sold                     (54,684)      (4,196)     (13,912)      (3,364)
                                             ---------    ---------    ---------    ---------
   Net realized gains (losses)                      --          159           80           19
                                             ---------    ---------    ---------    ---------
Change in unrealized gains (losses)                 --          381          367          206
                                             ---------    ---------    ---------    ---------

   Net gains (losses) on investments                --          540          447          225
                                             ---------    ---------    ---------    ---------
CHANGE IN NET ASSETS
  RESULTING FROM OPERATIONS                  $     155    $     650    $     691    $     251
                                             =========    =========    =========    =========



<FN>

   See notes to financial statements.

</FN>
</TABLE>


                                       14
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------------------------------------

($ in thousands)                                                                     Scudder
                                                                                    Variable
                                                                                      Life
                                                                                   Investment
                                            Federated Insurance Management Series     Fund
                                                           Portfolios              Portfolio
                                            -------------------------------------------------
                                                  For the Year Ended December 31, 1996
                                            -------------------------------------------------
                                                                          U.S.
                                                High                   Government
                                            Income Bond    Utility     Securities
                                              Fund II      Fund II     Fund II        Bond
                                            -----------   ---------    ----------   ---------
<S>                                          <C>          <C>          <C>          <C>

INVESTMENT INCOME
Dividends                                    $      50    $      30    $       9    $      30
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                        (4)          (5)          (1)          (3)
  Administrative expense                            (1)          (1)          --           (1)
                                             ---------    ---------    ---------    ---------
   Net investment income (loss)                     45           24            8           26
                                             ---------    ---------    ---------    ---------

REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from
sales of investments:
  Proceeds from sales                            3,205        1,512          174          926
  Cost of investments sold                      (3,200)      (1,457)        (175)        (948)
                                             ---------    ---------    ---------    ---------
   Net realized gains (losses)                       5           55           (1)         (22)
                                             ---------    ---------    ---------    ---------
Change in unrealized gains (losses)                 22           21            1            7
                                             ---------    ---------    ---------    ---------

   Net gains (losses) on investments                27           76           --          (15)
                                             ---------    ---------    ---------    ---------
CHANGE IN NET ASSETS
  RESULTING FROM OPERATIONS                  $      72    $     100    $       8    $      11
                                             =========    =========    =========    =========


<FN>


See notes to financial statements.

</FN>
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

            ($ in thousands)
                                                     Alger American Fund Portfolios
                                     ---------------------------------------------------------
                                        For the Period August 17, 1998 to December 31, 1998
                                     ---------------------------------------------------------
                                                Income and  Leveraged   MidCap      Small
                                       Growth    Growth      AllCap     Growth  Capitalization
                                     ---------  ---------   --------   -------- --------------
<S>                                   <C>        <C>        <C>        <C>        <C>

FROM OPERATIONS
Net investment income (loss)          $     --   $     --   $     --   $     --   $     --
Net realized gains (losses)                 --         --         --         --         --
Change in unrealized gains (losses)          2          1         --         --          2
                                      --------   --------   --------   --------   --------

Change in net assets resulting
  from operations                            2          1         --         --          2
                                      --------   --------   --------   --------   --------

FROM CAPITAL TRANSACTIONS
Deposits                                     7          3         --         --          4
Payments on termination                     --         --         --         --         --
Contract maintenance charges                --         --         --         --         --
Loans - net                                 --         --         --         --         --
Transfers among the portfolios
  and with the Fixed Account - net           7         12         --          3          6
                                      --------   --------   --------   --------   --------

Change in net assets resulting
  from capital transactions                 14         15         --          3         10
                                      --------   --------   --------   --------   --------

INCREASE (DECREASE)IN NET ASSETS            16         16         --          3         12

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

NET ASSETS AT END OF PERIOD           $     16   $     16   $     --   $      3   $     12
                                      ========   ========   ========   ========   ========

<FN>

See notes to financial statements.

</FN>
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

            ($ in thousands)

                                                   Janus Aspen Series Portfolios
                                      -------------------------------------------------------------
                                                   For the Year Ended December 31, 1998
                                      -------------------------------------------------------------
                                       Flexible                             Aggressive    Worldwide
                                        Income      Balanced     Growth       Growth       Growth
                                      ---------    ---------    ---------    ---------    ---------
<S>                                   <C>          <C>          <C>          <C>          <C>

FROM OPERATIONS
Net investment income (loss)          $      71    $     200    $     704    $    (102)   $     693
Net realized gains (losses)                  14          289          406          985        1,900
Change in unrealized gains (losses)          (1)       1,313        3,161        2,976        2,958
                                      ---------    ---------    ---------    ---------    ---------

Change in net assets resulting
  from operations                            84        1,802        4,271        3,859        5,551
                                      ---------    ---------    ---------    ---------    ---------

FROM CAPITAL TRANSACTIONS
Deposits                                    107        1,270        2,626        2,380        4,307
Payments on termination                      (7)         (63)        (252)        (248)        (428)
Contract maintenance charges                (55)        (361)        (879)        (840)      (1,444)
Loans - net                                 (81)         (85)        (298)        (165)        (562)
Transfers among the portfolios
  and with the Fixed Account - net          724        3,291        4,529        2,191        5,862
                                      ---------    ---------    ---------    ---------    ---------

Change in net assets resulting
  from capital transactions                 688        4,052        5,726        3,318        7,735
                                      ---------    ---------    ---------    ---------    ---------

INCREASE (DECREASE)IN NET ASSETS            772        5,854        9,997        7,177       13,286

NET ASSETS AT BEGINNING OF PERIOD           897        3,489        9,090        8,992       16,686
                                      ---------    ---------    ---------    ---------    ---------

NET ASSETS AT END OF PERIOD           $   1,669    $   9,343    $  19,087    $  16,169    $  29,972
                                      =========    =========    =========    =========    =========

See notes to financial statements.


</TABLE>


                                       17
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

            ($ in thousands)                                                     Fidelity Variable Insurance Products
                                       IAI Retirement Funds, Inc. Portfolios              Fund II Portfolios
                                      --------------------------------------    -----------------------------------------
                                                                                                           For the Period
                                                                                                           August 17, 1998
                                                                                                             to December
                                                   For the Year Ended December 31, 1998                       31, 1998
                                      ------------------------------------------------------------------   --------------
                                                                                  Asset       Contra-
                                       Regional      Reserve       Balanced      Manager       fund           Index 500
                                      ----------    ----------    ----------    ----------    ----------    -------------
<S>                                   <C>           <C>           <C>           <C>           <C>           <C>

FROM OPERATIONS
Net investment income (loss)          $      127    $        7    $        8    $      465    $      329    $       --
Net realized gains (losses)                   17            (1)           12           159           531            --
Change in unrealized gains (losses)         (142)            2            35            55         1,875             3
                                      ----------    ----------    ----------    ----------    ----------    ----------

Change in net assets resulting
  from operations                              2             8            55           679         2,735             3
                                      ----------    ----------    ----------    ----------    ----------    ----------

FROM CAPITAL TRANSACTIONS
Deposits                                     525             7            90           765         2,307            20
Payments on termination                      (35)           --            (2)         (123)          (95)           --
Contract maintenance charges                (195)           (6)          (33)         (263)         (673)           --
Loans - net                                  (36)           --            (8)          (54)         (338)           --
Transfers among the portfolios
  and with the Fixed Account - net          (208)          (67)          193           511         3,545            18
                                      ----------    ----------    ----------    ----------    ----------    ----------

Change in net assets resulting
  from capital transactions                   51           (66)          240           836         4,746            38
                                      ----------    ----------    ----------    ----------    ----------    ----------

INCREASE (DECREASE)IN NET ASSETS              53           (58)          295         1,515         7,481            41

NET ASSETS AT BEGINNING OF PERIOD          2,703           199           383         3,885         6,904            --
                                      ----------    ----------    ----------    ----------    ----------    ----------

NET ASSETS AT END OF PERIOD           $    2,756    $      141    $      678    $    5,400    $   14,385    $       41
                                      ==========    ==========    ==========    ==========    ==========    ==========


<FN>


See notes to financial statements.

</FN>
</TABLE>


                                       18
<PAGE>

<TABLE>
<CAPTION>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

            ($ in thousands)
                                             Fidelity Variable Insurance Products         Federated Insurance Management
                                                        Fund Portfolios                           Series Portfolios
                                      ------------------------------------------------   ------------------------------------
                                                            For the Year Ended December 31, 1998
                                      ---------------------------------------------------------------------------------------
                                                                                         High Income            U.S. Government
                                        Money       Equity-                                 Bond        Utility    Securities
                                        Market      Income        Growth      Overseas     Fund II      Fund II     Fund II
                                      ---------    ---------    ---------    ---------    ---------    ---------    ---------

<S>                                   <C>          <C>          <C>          <C>          <C>          <C>          <C>

FROM OPERATIONS
Net investment income (loss)          $     403    $     893    $   1,614    $     351    $      56    $      91    $       2
Net realized gains (losses)                  --          753          758          497           67           55           28
Change in unrealized gains (losses)          --          335        3,446          125          (69)         120           26
                                      ---------    ---------    ---------    ---------    ---------    ---------    ---------

Change in net assets resulting
  from operations                           403        1,981        5,818          973           54          266           56
                                      ---------    ---------    ---------    ---------    ---------    ---------    ---------

FROM CAPITAL TRANSACTIONS
Deposits                                 38,647        3,505        3,241          824          519          183          115
Payments on termination                    (100)        (395)        (354)        (125)         (59)         (48)         (30)
Contract maintenance charges               (729)      (1,219)      (1,181)        (326)        (173)         (94)         (47)
Loans - net                                (458)        (551)        (400)         (72)         (41)         (68)         (18)
Transfers among the portfolios
  and with the Fixed Account - net      (33,765)       4,082        4,386          774        1,275          966          871
                                      ---------    ---------    ---------    ---------    ---------    ---------    ---------

Change in net assets resulting
  from capital transactions               3,595        5,422        5,692        1,075        1,521          939          891
                                      ---------    ---------    ---------    ---------    ---------    ---------    ---------

INCREASE (DECREASE)IN NET ASSETS          3,998        7,403       11,510        2,048        1,575        1,205          947

NET ASSETS AT BEGINNING OF PERIOD         5,169       16,160       12,370        5,254        2,085        1,366          285
                                      ---------    ---------    ---------    ---------    ---------    ---------    ---------

NET ASSETS AT END OF PERIOD           $   9,167    $  23,563    $  23,880    $   7,302    $   3,660    $   2,571    $   1,232
                                      =========    =========    =========    =========    =========    =========    =========


<FN>

      See notes to financial statements.

</FN>
</TABLE>

                                       19
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

            ($ in thousands)
                                                                                                      Strong Variable
                                                                                                     Insurance Funds, Inc.
                                            Scudder Variable Life Investment Fund Portfolios            Portfolios
                                    ------------------------------------------------------------   ---------------------
                                     For the Year
                                    Ended December
                                      31, 1998              For the Period August 17, 1998 to December 31, 1998
                                    -------------  ----------------------------------------------------------------------
                                                              Growth and   Global       Inter-     Discovery    Growth
                                        Bond       Balanced     Income    Discovery    national    Fund II      Fund II
                                    -------------  ---------  ----------   ---------   ---------   ---------   ---------

<S>                                   <C>         <C>          <C>        <C>         <C>         <C>

FROM OPERATIONS
Net investment income (loss)          $      31    $      --   $      --   $      --   $      --   $      --   $      --
Net realized gains (losses)                 (68)          --          --          --          --          --          --
Change in unrealized gains (losses)          69           --          --          --          --          --          --
                                      ---------    ---------   ---------   ---------   ---------   ---------   ---------
Change in net assets resulting
  from operations                            32           --          --          --          --          --          --
                                      ---------    ---------   ---------   ---------   ---------   ---------   ---------

FROM CAPITAL TRANSACTIONS
Deposits                                    125           --           3          --          --          --          --
Payments on termination                     (35)          --          --          --          --          --          --
Contract maintenance charges                (55)          --          --          --          --          --          --
Loans - net                                  (4)          --          --          --          --          --          --
Transfers among the portfolios
  and with the Fixed Account - net          120            3          --           3           4          --          --
                                      ---------    ---------   ---------   ---------   ---------   ---------   ---------

Change in net assets resulting
  from capital transactions                 151            3           3           3           4          --          --
                                      ---------    ---------   ---------   ---------   ---------   ---------   ---------

INCREASE(DECREASE)IN NET ASSETS             183            3           3           3           4          --          --

NET ASSETS AT BEGINNING OF PERIOD           547           --          --          --          --          --          --
                                      ---------    ---------   ---------   ---------   ---------   ---------   ---------

NET ASSETS AT END OF PERIOD           $     730    $       3   $       3   $       3   $       4   $      --   $      --
                                      =========    =========   =========   =========   =========   =========   =========

<FN>

     See notes to financial statements.

</FN>
</TABLE>


                                       20
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

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

FROM OPERATIONS
Net investment income (loss)          $       --   $       --   $       --   $       --   $       --
Net realized gains (losses)                   --           --           --           --           --
Change in unrealized gains (losses)           --           --           --           --           --
                                      ----------   ----------   ----------   ----------   ----------

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

FROM CAPITAL TRANSACTIONS
Deposits                                      --           --            1            7            3
Payments on termination                       --           --           --           --           --
Contract maintenance charges                  --           --           --           --           --
Loans - net                                   --           --           --           --           --
Transfers among the portfolios
  and with the Fixed Account - net             2           --            2           --            2
                                      ----------   ----------   ----------   ----------   ----------

Change in net assets resulting
  from capital transactions                    2           --            3            7            5
                                      ----------   ----------   ----------   ----------   ----------

INCREASE(DECREASE)IN NET ASSETS                2           --            3            7            5

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

NET ASSETS AT END OF PERIOD           $        2   $      --    $      3     $        7   $        5
                                      ==========   ==========   ==========   ==========   ==========


<FN>

   See notes to financial statements.

</FN>
</TABLE>

                                       21
<PAGE>

<TABLE>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS

            ($ in thousands)

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

FROM OPERATIONS
Net investment income (loss)          $      --   $      --   $      --   $      --   $      --
Net realized gains (losses)                  --          --          --          --          --
Change in unrealized gains (losses)          --          --          --           1          --
                                      ---------   ---------   ---------   ---------   ---------

Change in net assets resulting
  from operations                            --          --          --           1          --
                                      ---------   ---------   ---------   ---------   ---------

FROM CAPITAL TRANSACTIONS
Deposits                                      3           4          --          12          --
Payments on termination                      --          --          --          --          --
Contract maintenance charges                 --          --          --          --          --
Loans - net                                  --          --          --          --          --
Transfers among the portfolios
  and with the Fixed Account - net           --          --           3           9          --
                                      ---------   ---------   ---------   ---------   ---------

Change in net assets resulting
  from capital transactions                   3           4           3          21          --
                                      ---------   ---------   ---------   ---------   ---------

INCREASE(DECREASE) IN NET ASSETS              3           4           3          22          --

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

NET ASSETS AT END OF PERIOD           $       3   $       4   $       3   $      22   $      --
                                      =========   =========   =========   =========   =========

<FN>

    See notes to financial statements.

</FN>
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


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

(units in whole amounts, $ in thousands, except value per unit)


                                                               Janus Aspen Series Portfolios
                                                  --------------------------------------------------------------
                                                   Flexible                              Aggressive    Worldwide
                                                    Income      Balanced     Growth         Growth      Growth
                                                  ----------   ----------   ----------    ---------   ----------
<S>                                               <C>          <C>          <C>          <C>         <C>

FROM OPERATIONS
Net investment income (loss)                      $       43   $       63   $      131   $      (60)  $       91
Net realized gains (losses)                               21          144          372          421        1,170
Change in unrealized gains (losses)                        9          260          640          632          600
                                                  ----------   ----------   ----------   ----------   ----------
Change in net assets resulting
  from operations                                         73          467        1,143          993        1,861
                                                  ----------   ----------   ----------   ----------   ----------
FROM CAPITAL TRANSACTIONS
Deposits                                                 314          476        2,069        2,348        2,574
Payments on termination                                  (34)         (51)        (236)        (356)        (263)
Contract maintenance charges                             (45)        (161)        (514)        (706)        (765)
Loans - net                                                3          (55)        (278)        (179)        (310)
Transfers among the portfolios
  and with the Fixed Account - net                       158        1,251        3,112        1,978        7,235
                                                  ----------   ----------   ----------   ----------   ----------
Change in net assets resulting
  from capital transactions                              396        1,460        4,153        3,085        8,471
                                                  ----------   ----------   ----------   ----------   ----------
INCREASE (DECREASE) IN NET ASSETS                        469        1,927        5,296        4,078       10,332

NET ASSETS AT BEGINNING OF YEAR                          428        1,562        3,794        4,914        6,354
                                                  ----------   ----------   ----------   ----------   ----------
NET ASSETS AT END OF YEAR                         $      897   $    3,489   $    9,090   $    8,992   $   16,686
                                                  ==========   ==========   ==========   ==========   ==========

Net asset value per unit at end of year           $    14.37   $    16.90   $    18.39   $    17.63   $    19.02
                                                  ==========   ==========   ==========   ==========   ==========

Units outstanding at end of year                      62,401      206,476      494,236      510,138      877,255
                                                  ==========   ==========   ==========   ==========   ==========

</TABLE>

See notes to financial statements.

                                       23
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


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

(units in whole amounts, $ in thousands, except value per unit)

                                                                                            Fidelity Variable
                                                                                            Insurance Products
                                                 IAI Retirement Funds, Inc. Portfolios      Fund II Portfolios
                                                 -------------------------------------   -----------------------
                                                                                           Asset
                                                   Regional     Reserve      Balanced     Manager     Contrafund
                                               ----------   ----------   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>          <C>          <C>

FROM OPERATIONS
Net investment income (loss)                      $       73   $        5   $        7   $      278   $       18
Net realized gains (losses)                               65           (1)          11          254          307
Change in unrealized gains (losses)                      113           --           24           (1)         373
                                                  ----------   ----------   ----------   ----------   ----------
Change in net assets resulting
  from operations                                        251            4           42          531          698
                                                  ----------   ----------   ----------   ----------   ----------
FROM CAPITAL TRANSACTIONS
Deposits                                                 537           22           94          617        1,266
Payments on termination                                  (47)          --          (39)         (73)        (178)
Contract maintenance charges                            (154)          (5)         (21)        (211)        (329)
Loans - net                                              (21)          (7)          --          (52)        (131)
Transfers among the portfolios
  and with the Fixed Account - net                       494           74           70          669        4,154
                                                  ----------   ----------   ----------   ----------   ----------
Change in net assets resulting
  from capital transactions                              809           84          104          950        4,782
                                                  ----------   ----------   ----------   ----------   ----------
INCREASE (DECREASE) IN NET ASSETS                      1,060           88          146        1,481        5,480

NET ASSETS AT BEGINNING OF YEAR                        1,643          111          237        2,404        1,424
                                                  ----------   ----------   ----------   ----------   ----------
NET ASSETS AT END OF YEAR                         $    2,703   $      199   $      383   $    3,885   $    6,904
                                                  ==========   ==========   ==========   ==========   ==========

Net asset value per unit at end of year           $    17.51   $    11.48   $    14.80   $    14.49   $    13.80
                                                  ==========   ==========   ==========   ==========   ==========

Units outstanding at end of year                     154,361       17,365       25,910      268,189      500,155
                                                  ==========   ==========   ==========   ==========   ==========

<FN>

     See notes to financial statements.

</FN>
</TABLE>


                                       24
<PAGE>

<TABLE>
<CAPTION>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


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

(units in whole amounts, $ in thousands, except value per unit)


                                           Fidelity Variable Insurance Products Fund Portfolios
                                          -------------------------------------------------------
                                            Money         Equity-
                                            Market        Income       Growth        Overseas
                                          ----------    ----------    ----------    ----------
<S>                                       <C>           <C>           <C>           <C>

FROM OPERATIONS
Net investment income (loss)              $      266    $      763    $      224    $      220
Net realized gains (losses)                       --           289           712           545
Change in unrealized gains (losses)               --         1,539         1,095          (267)
                                          ----------    ----------    ----------    ----------
Change in net assets resulting
  from operations                                266         2,591         2,031           498
                                          ----------    ----------    ----------    ----------
FROM CAPITAL TRANSACTIONS
Deposits                                      27,467         2,858         3,070           817
Payments on termination                         (108)         (397)         (410)         (120)
Contract maintenance charges                    (673)         (781)         (884)         (243)
Loans - net                                      (13)         (326)         (200)          (23)
Transfers among the portfolios
  and with the Fixed Account - net           (26,494)        4,335          (413)        1,532
                                          ----------    ----------    ----------    ----------
Change in net assets resulting
  from capital transactions                      179         5,689         1,163         1,963
                                          ----------    ----------    ----------    ----------
INCREASE (DECREASE) IN NET ASSETS                445         8,280         3,194         2,461

NET ASSETS AT BEGINNING OF YEAR                4,724         7,880         9,176         2,793
                                          ----------    ----------    ----------    ----------
NET ASSETS AT END OF YEAR                 $    5,169    $   16,160    $   12,370    $    5,254
                                          ==========    ==========    ==========    ==========

Net asset value per unit at end of year   $    11.90    $    20.08    $    18.41    $    12.84
                                          ==========    ==========    ==========    ==========

Units outstanding at end of year             434,383       804,586       671,846       409,217
                                          ==========    ==========    ==========    ==========


<FN>

     See notes to financial statments.

</FN>
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


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

(units in whole amounts, $ in thousands, except value per unit)

                                                                                       Scudder
                                                                                       Variable
                                                                                        Life
                                                Federated Insurance                   Investment
                                            Management Series Portfolios            Fund Portfolio
                                       -----------------------------------------    --------------
                                                                         U.S.
                                            High                      Government
                                         Income Bond     Utility      Securities
                                           Fund II       Fund II       Fund II        Bond
                                         -----------    ----------    ----------    ----------

<S>                                       <C>           <C>           <C>           <C>

FROM OPERATIONS
Net investment income (loss)              $       51    $       33    $        7    $       26
Net realized gains (losses)                       51            69             4            (1)
Change in unrealized gains (losses)               48           166             7            13
                                          ----------    ----------    ----------    ----------
Change in net assets resulting
  from operations                                150           268            18            38
                                          ----------    ----------    ----------    ----------
FROM CAPITAL TRANSACTIONS
Deposits                                         231           248            33           120
Payments on termination                          (70)          (58)          (21)          (44)
Contract maintenance charges                     (79)          (71)          (20)          (43)
Loans - net                                      (33)          (41)          (12)           (9)
Transfers among the portfolios
  and with the Fixed Account - net             1,314           129           118            35
                                          ----------    ----------    ----------    ----------
Change in net assets resulting
  from capital transactions                    1,363           207            98            59
                                          ----------    ----------    ----------    ----------
INCREASE (DECREASE) IN NET ASSETS              1,513           475           116            97

NET ASSETS AT BEGINNING OF YEAR                  572           891           169           450
                                          ----------    ----------    ----------    ----------
NET ASSETS AT END OF YEAR                 $    2,085    $    1,366    $      285    $      547
                                          ==========    ==========    ==========    ==========

Net asset value per unit at end of year   $    14.67    $    16.43    $    12.23    $    12.23
                                          ==========    ==========    ==========    ==========

Units outstanding at end of year             142,047        83,101        23,223        44,687
                                          ==========    ==========    ==========    ==========
<FN>

     See notes to financial statments.

</FN>
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------

(units in whole amounts, $ in thousands, except value per unit)


                                                      Janus Aspen Series Portfolios
                                          ------------------------------------------------------------------
                                                            For the Year Ended December 31, 1996
                                          ------------------------------------------------------------------
                                           Flexible                                 Aggressive    Worldwide
                                            Income       Balanced       Growth        Growth       Growth
                                          ----------    ----------    ----------    ----------    ----------

<S>                                       <C>           <C>           <C>           <C>           <C>

FROM OPERATIONS
Net investment income (loss)              $       26    $       18    $       45    $        5    $       37
Net realized gains (losses)                       (9)           28           160           151           324
Change in unrealized gains (losses)               13            64           197          (107)          450
                                          ----------    ----------    ----------    ----------    ----------
Change in net assets resulting
  from operations                                 30           110           402            49           811
                                          ----------    ----------    ----------    ----------    ----------
FROM CAPITAL TRANSACTIONS
Deposits                                          86           205           719         1,343         1,125
Payments on termination                           --            (6)          (17)          (18)          (26)
Contract maintenance charges                     (23)          (65)         (215)         (348)         (316)
Loans - net                                      (28)          (69)          (38)          (56)          (81)
Transfers among the portfolios
  and with the Fixed Account - net               (98)        1,115         1,690         2,549         3,163
                                          ----------    ----------    ----------    ----------    ----------
Change in net assets resulting
  from capital transactions                      (63)        1,180         2,139         3,470         3,865
                                          ----------    ----------    ----------    ----------    ----------
INCREASE (DECREASE) IN NET ASSETS                (33)        1,290         2,541         3,519         4,676

NET ASSETS AT BEGINNING OF PERIOD                461           272         1,253         1,395         1,678
                                          ----------    ----------    ----------    ----------    ----------
NET ASSETS AT END OF PERIOD               $      428    $    1,562    $    3,794    $    4,914    $    6,354
                                          ==========    ==========    ==========    ==========    ==========

Net asset value per unit at end of period $    12.95    $    13.94    $    15.09    $    15.76    $    15.68
                                          ==========    ==========    ==========    ==========    ==========

Units outstanding at end of period            33,049       112,072       251,426       311,878       405,187
                                          ==========    ==========    ==========    ==========    ==========

<FN>

    See notes to financial statements.

</FN>
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------------------------------------------------------------

(units in whole amounts, $ in thousands, except value per unit)

                                                                                          Fidelity Variable
                                                                                          Insurance Products
                                           IAI Retirement Funds, Inc. Portfolios          Fund II Portfolios
                                          --------------------------------------    -----------------------------
                                                                                                 For the Period
                                                                                                 May 1, 1996 to
                                                    For the Year Ended December 31, 1996        December 31, 1996
                                          ----------------------------------------------------  -----------------
                                                                                       Asset
                                           Regional      Reserve       Balanced       Manager     Contrafund
                                          ----------    ----------    ----------    ----------    ----------
<S>                                       <C>           <C>           <C>           <C>           <C>

FROM OPERATIONS
Net investment income (loss)              $       47    $        5    $        2    $       78    $       (4)
Net realized gains (losses)                       62           --              2            27            41
Change in unrealized gains (losses)                6           --             13           143           109
                                          ----------    ----------    ----------    ----------    ----------
Change in net assets resulting
  from operations                                115             5            17           248           146
                                          ----------    ----------    ----------    ----------    ----------
FROM CAPITAL TRANSACTIONS
Deposits                                         343            13            51           662           102
Payments on termination                           (7)           (1)           (1)          (25)         --
Contract maintenance charges                    (105)           (4)          (15)         (162)          (29)
Loans - net                                      (19)           (1)           --           (33)          (19)
Transfers among the portfolios
  and with the Fixed Account - net               677           (31)          115           387         1,224
                                          ----------    ----------    ----------    ----------    ----------
Change in net assets resulting
  from capital transactions                      889           (24)          150           829         1,278
                                          ----------    ----------    ----------    ----------    ----------
INCREASE (DECREASE) IN NET ASSETS              1,004           (19)          167         1,077         1,424

NET ASSETS AT BEGINNING OF PERIOD                639           130            70         1,327            --
                                          ----------    ----------    ----------    ----------    ----------
NET ASSETS AT END OF PERIOD               $    1,643    $      111    $      237    $    2,404    $    1,424
                                          ==========    ==========    ==========    ==========    ==========

Net asset value per unit at end of period $    15.55    $    11.05    $    12.78    $    12.09    $    11.20
                                          ==========    ==========    ==========    ==========    ==========

Units outstanding at end of period           105,712        10,023        18,544       198,822       127,156
                                          ==========    ==========    ==========    ==========    ==========


<FN>

      See notes to financial statements.

</FN>
</TABLE>


                                       28
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------

(units in whole amounts, $ in thousands, except value per unit)


                                                          Fidelity Variable Insurance
                                                            Products Fund Portfolios
                                               -------------------------------------------------
                                                      For the Year Ended December 31, 1996
                                               -------------------------------------------------
                                                  Money       Equity-
                                                  Market      Income     Growth        Overseas
                                               ----------   ----------   ----------   ----------
<S>                                            <C>          <C>          <C>          <C>

     FROM OPERATIONS
     Net investment income (loss)              $      155   $      110   $      244   $       26
     Net realized gains (losses)                       --          159           80           19
     Change in unrealized gains (losses)               --          381          367          206
                                               ----------   ----------   ----------   ----------
     Change in net assets resulting
       from operations                                155          650          691          251
                                               ----------   ----------   ----------   ----------
     FROM CAPITAL TRANSACTIONS
     Deposits                                      24,379        1,399          875          413
     Payments on termination                          (36)         (75)         (68)         (40)
     Contract maintenance charges                    (522)        (385)        (545)        (162)
     Loans - net                                     (591)         (83)        (214)         (34)
     Transfers among the portfolios
       and with the Fixed Account - net           (21,432)       3,844        4,847          976
                                               ----------   ----------   ----------   ----------
     Change in net assets resulting
       from capital transactions                    1,798        4,700        4,895        1,153
                                               ----------   ----------   ----------   ----------
     INCREASE (DECREASE) IN NET ASSETS              1,953        5,350        5,586        1,404

     NET ASSETS AT BEGINNING OF PERIOD              2,771        2,530        3,590        1,389
                                               ----------   ----------   ----------   ----------
     NET ASSETS AT END OF PERIOD               $    4,724   $    7,880   $    9,176   $    2,793
                                               ==========   ==========   ==========   ==========

     Net asset value per unit at end of period $    11.36   $    15.79   $    15.02   $    11.59
                                               ==========   ==========   ==========   ==========

     Units outstanding at end of period           415,846      499,083      611,092      240,961
                                               ==========   ==========   ==========   ==========


<FN>

    See notes to financial statements.

</FN>
</TABLE>

                                       29
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------

(units in whole amounts, $ in thousands, except value per unit)
                                                                                      Scudder
                                                                                     Variable
                                                                                       Life
                                                 Federated Insurance                Investment
                                             Management Series Portfolios         Fund Portfolio
                                         --------------------------------------- ---------------
                                                    For the Year Ended December 31, 1996
                                         -------------------------------------------------------
                                                                         U.S.
                                            High                      Government
                                         Income Bond     Utility      Securities
                                           Fund II       Fund II       Fund II        Bond
                                         -----------    ----------    ----------    ----------
<S>                                       <C>           <C>           <C>           <C>

FROM OPERATIONS
Net investment income (loss)              $       45    $       24    $        8    $       26
Net realized gains (losses)                        5            55            (1)          (22)
Change in unrealized gains (losses)               22            21             1             7
                                          ----------    ----------    ----------    ----------
Change in net assets resulting
  from operations                                 72           100             8            11
                                          ----------    ----------    ----------    ----------
FROM CAPITAL TRANSACTIONS
Deposits                                          96           127            24            84
Payments on termination                           (1)           (8)           (3)         --
Contract maintenance charges                     (32)          (50)          (11)          (28)
Loans - net                                      (39)          (21)           (4)          (19)
Transfers among the portfolios
  and with the Fixed Account - net                 7           406           100           234
                                          ----------    ----------    ----------    ----------
Change in net assets resulting
  from capital transactions                       31           454           106           271
                                          ----------    ----------    ----------    ----------
INCREASE (DECREASE) IN NET ASSETS                103           554           114           282

NET ASSETS AT BEGINNING OF PERIOD                469           337            55           168
                                          ----------    ----------    ----------    ----------
NET ASSETS AT END OF PERIOD               $      572    $      891    $      169    $      450
                                          ==========    ==========    ==========    ==========

Net asset value per unit at end of period $    12.98    $    13.07    $    11.37    $    11.29
                                          ==========    ==========    ==========    ==========

Units outstanding at end of period            44,040        68,211        14,837        39,841
                                          ==========    ==========    ==========    ==========


<FN>

    See notes to finacial statements.

</FN>
</TABLE>


                                       30
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

NOTES TO FINANCIAL STATEMENTS



1.   ORGANIZATION

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

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

     Lincoln  Benefit  provides  administrative  and  insurance  services to the
policyholder for a fee.

 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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

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

     Realized  Gains and  Losses -  Realized  gains  and  losses  represent  the
     difference  between  the  proceeds  from sales of  portfolio  shares by the
     Account  and the cost of such  shares,  which is  determined  on a weighted
     average basis.

     Federal Income Taxes - The Account intends to qualify as a segregated asset
     account as defined in the Internal  Revenue  Code  ("Code").  As such,  the
     operations  of the  Account  are  included  in the tax  return  of  Lincoln
     Benefit.  Lincoln  Benefit is taxed as a life  insurance  company under the
     Code. No federal income taxes are payable by the Account in 1998, 1997, and
     1996, as the Account did not generate taxable income.



                                       31
<PAGE>



3.   POLICY CHARGES AND DEDUCTIONS

     Upon receipt of each premium  payment and before  allocation  to the policy
     value,  Lincoln  Benefit  deducts 2.5% of the premium to pay state  premium
     taxes.  For a  Consultant  policy,  Lincoln  Benefit also deducts a premium
     expense  charge of 3.5% per annum of each  premium for the first ten policy
     years and 1.5% thereafter.

     Lincoln Benefit deducts a contract maintenance charge which is equal to (i)
     the cost of insurance for the policy, including riders, plus (ii) a monthly
     administration charge of $5 for an Investor's Select policy and $7.50 for a
     Consultant policy.

     Lincoln Benefit assumes certain  mortality and expense risks related to the
     operations of the Account and deducts charges daily at a rate equal to .70%
     per annum of the daily net assets of the Account for an  Investor's  Select
     policy.  Lincoln  Benefit  guarantees that the rate of this charge will not
     exceed .90%. For a Consultant policy, Lincoln Benefit deducts charges daily
     at a rate  equal to .72% per annum of the daily net  assets of the  Account
     for the first fourteen policy years. Thereafter, Lincoln Benefit intends to
     charge .36% per annum for each policy year and  guarantees  the charge will
     not exceed .48%.

     An annual  administrative  expense charge of .20% of the Investor's  Select
     policy value is assessed on each policy anniversary during the first twelve
     policy years.


4.   FINANCIAL INSTRUMENTS

     The only financial  instruments of the Account are the  investments in each
     of the portfolios,  which are carried at fair value, based on quoted market
     prices.


                                       32
<PAGE>

<TABLE>
<CAPTION>

5. UNITS ISSUED AND REDEEMED

     (Units in whole amounts)
                                                                                         Investor's Select Contracts

                                                                                        Unit activity during 1998:
                                                                                        ---------------------
                                                                                                                          Accumulat-
                                                                                                                 Units     ion Unit
                                                                              Units                           Outstanding    Value
                                                                           Outstanding    Units       Units   December 31,  December
                                                                         December 31,1997 Issued    Redeemed      1998     31, 1998
                                                                         ------------------------   --------   ----------  ---------
<S>                                                                         <C>           <C>        <C>          <C>     <C>

Investments in Janus Aspen Series Portfolio:
    Flexible Income                                                            62,401     102,750     (58,249)     106,902 $  15.57
    Balanced                                                                  206,476     369,356    (177,350)     398,482    22.46
    Growth                                                                    494,236     540,595    (266,194)     768,637    24.78
    Aggressive Growth                                                         510,138     912,437    (734,984)     687,591    23.50
    Worldwide Growth                                                          877,255   1,507,762  (1,161,972)   1,223,045    24.35

Investments in IAI Retirement Funds, Inc. Portfolios:
    Regional                                                                  154,361      56,584     (54,905)     156,040    17.66
    Reserve                                                                    17,365      16,940     (22,606)      11,699    12.02
    Balanced                                                                   25,910      28,533     (13,306)      41,137    16.47

Investments in Fidelity Variable Insurance Products Fund II Portfolios:
    Asset Manager                                                             268,189     695,124    (637,187)     326,126    16.55
    Contrafund                                                                500,155   1,142,827    (862,165)     780,817    17.82
    Index 500

Investments in Fidelity Variable Insurance Products Fund Portfolios:
    Money Market                                                              434,383  12,499,893 (12,235,067)     699,209    12.46
    Equity-Income                                                             804,586     820,297    (567,640)   1,057,243    22.26
    Growth                                                                    671,846     850,083    (586,970)     934,959    25.50
    Overseas                                                                  409,217   3,059,915  (2,961,136)     507,996    14.37

Investments in Federated Insurance Management Series Portfolios:
    High Income Bond Fund  II                                                 142,047     518,131    (417,050)     243,128    14.97
    Utility Fund II                                                            83,101      98,288     (43,133)     138,256    18.60
    U.S. Government Securities Fund II                                         23,223     250,414    (179,427)      94,210    13.07

Investment in Scudder Variable Life Investment Fund Portfolio:
    Bond                                                                       44,687      63,234     (51,614)      56,307    12.95

</TABLE>
                                       33
<PAGE>
<TABLE>
<CAPTION>

5. UNITS ISSUED AND REDEEMED

     (Units in whole amounts)
                                                                                             Consultant Contracts
                                                                                       Unit activity during 1998:
                                                                                       -------------------
                                                                                                                          Accumulat-
                                                                                                             Units        ion Unit
                                                                              Units                         Outstanding     Value
                                                                           Outstanding    Units    Units   December 31,   December
                                                                         December 31,1997 Issued   Redeemed   1998        31, 1998
                                                                         ---------------- -------  -------- ---------- ------------
<S>                                                                         <C>      <C>       <C>        <C>          <C>

Investments in Alger American Fund Portfolios:
    Growth                                                                     --       2,423    (1,048)    1,375      $     11.98
    Income and Growth                                                          --       1,401        (1)    1,400            11.55
    Leveraged AllCap                                                           --          39        (3)       36            12.87
    MidCap Growth                                                              --         260        (6)      254            11.65
    Small Capitalization                                                       --       2,173    (1,138)    1,035            11.36

Investments in Janus Aspen Series Portfolios:
    Flexible Income                                                            --         363        (4)      359            10.30
    Balanced                                                                   --      44,685   (11,139)   33,546            11.74
    Growth                                                                     --       4,013      (380)    3,633            11.91
    Aggressive Growth                                                          --         864        (9)      855            12.33
    Worldwide Growth                                                           --      22,312    (4,592)   17,720            10.73

Investments in Fidelity Variable Insurance Products Fund II Portfolios:
    Asset Manager                                                              --         317      (158)      159            10.85
    Contrafund                                                                 --      54,358   (13,219)   41,139            11.51
    Index 500                                                                  --       4,832    (1,215)    3,617            11.42

Investments in Fidelity Variable Insurance Products Fund Portfolios:
    Money Market                                                               --      60,685   (16,150)   44,535            10.20
    Equity-Income                                                              --       2,630      (350)    2,280            10.88
    Growth                                                                     --       3,259      (179)    3,080            11.68
    Overseas                                                                   --          --        --        --            10.55

Investments in Federated Insurance Management Series Portfolios:
    High Income Bond Fund  II                                                  --       2,233       (52)    2,181             9.89
    Utility Fund II                                                            --          --        --        --            11.19
    U.S. Government Securities Fund II                                         --          15        --        15            10.31

Investments in Scudder Variable Life Investment Fund Portfolios:
    Bond                                                                       --         121        (3)      118            10.24
    Balanced                                                                   --         299       (10)      289            11.09
    Growth and Income                                                          --         302        (3)      299            10.57
    Global Discovery                                                           --         265        (6)      259            10.82
    International                                                              --         408        (6)      402            10.43

Investments in Strong Variable Insurance Funds, Inc. Portfolios:
    Discovery Fund II                                                          --          --        --        --            11.09
    Growth Fund II                                                             --          --        --        --            11.47

Investment in Strong Opportunity Fund II, Inc. Portfolio:
    Opportunity Fund II                                                        --         173        (2)      171            10.99

Investment in T. Rowe Price International Series, Inc. Portfolio:
    International Stock                                                        --          10        --        10            10.83

Investments in T. Rowe Price Equity Series, Inc. Portfolios:
    New America Growth                                                         --         240       (11)      229            11.30
    Mid-Cap Growth                                                             --         580       (14)      566            11.56
    Equity Income                                                              --         501       (12)      489            10.83

Investments in MFS Variable Insurance Trust Portfolios:
    Growth with Income Series                                                  --         266        --       266            11.25
    Research Series                                                            --         340        (3)      337            11.13
    Emerging Growth Series                                                     --         272        (4)      268            11.80
    Total Return Series                                                        --       2,373      (326)    2,047            10.66
    New Discovery Series                                                       --          23        --        23            11.41
</TABLE>

                                       34
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENT OF NET ASSETS
March 31, 1999 (Unaudited)
- --------------------------------------------------------------------------------------------------------------
($ and Shares in thousands)
<S>                                                                                                    <C>
    NET ASSETS
    Investments in Alger American Fund Portfolios:
        Growth, 4 shares (cost $198)                                                                     $ 212
        Income and Growth, 6 shares (cost $82)                                                              86
        Leveraged AllCap, 2 shares (cost $72)                                                               81
        MidCap Growth, 1 share (cost $43)                                                                   44
        Small Capitalization, 1 share (cost $38)                                                            40

    Investments in Janus Aspen Series Portfolios:
        Flexible Income, 125 shares (cost $1,481)                                                        1,510
        Balanced, 485 shares (cost $10,123)                                                             11,830
        Growth, 886 shares (cost $17,110)                                                               22,708
        Aggressive Growth, 605 shares (cost $14,554)                                                    19,601
        Worldwide Growth, 1,089 shares (cost $28,676)                                                   33,822

    Investments in IAI Retirement Funds, Inc. Portfolios:
        Regional, 163 shares (cost $2,488)                                                               2,496
        Reserve, 16 shares (cost $165)                                                                     165
        Balanced, 51 shares (cost $728)                                                                    778

    Investments in Fidelity Variable Insurance Products Fund II Portfolios:
        Asset Manager, 323 shares (cost $5,517)                                                          5,470
        Contrafund, 683 shares (cost $14,540)                                                           16,905
        Index 500, 4 shares (cost $612)                                                                    624

    Investments in Fidelity Variable Insurance Products Fund Portfolios:
        Money Market, 11,930 shares (cost $11,930)                                                      11,930
        Equity-Income, 984 shares (cost $22,578)                                                        24,289
        Growth, 615 shares (cost $22,796)                                                               26,653
        Overseas, 283 shares (cost $5,604)                                                               5,597

    Investments in Federated Insurance Management Series Portfolios:
        High Income Bond Fund II, 399 shares (cost $4,352)                                               4,127
        Utility Fund II, 182 shares (cost $2,446)                                                        2,393
        U.S. Government Securities Fund II, 105 shares (cost $1,145)                                     1,116

    Investments in Scudder Variable Life Investment Fund Portfolios:
        Bond, 120 shares (cost $729)                                                                       813
        Balanced, 1 share (cost $19)                                                                        19
        Growth and Income, 1 share (cost $14)                                                               14
        Global Discovery, 1 share (cost $5)                                                                  5
        International, 2 shares (cost $30)                                                                  31

    Investments in Strong Variable Insurance Funds, Inc. Portfolios:
        Discovery Fund II, 0 shares (cost $0)                                                                -
        Growth Fund II, 0 shares (cost $6)                                                                   7

    Investment in Strong Opportunity Fund II, Inc. Portfolio:
        Opportunity Fund II, 1 share (cost $11)                                                             11

    Investment in T. Rowe Price International Series, Inc. Portfolio:
        International Stock, 0 shares (cost $3)                                                              3

    Investment in T. Rowe Price Equity Series, Inc. Portfolios:
         New America Growth, 1 share (cost $13)                                                             13
         Mid-Cap Growth, 1 share (cost $18)                                                                 18
         Equity Income, 3 shares (cost $59)                                                                 59

    Investments in MFS Variable Insurance Trust Portfolios:
         Growth with Income Series, 3 shares (cost $63)                                                     64
         Research Series, 2 shares (cost $34)                                                               34
         Emerging Growth Series, 2 shares (cost $35)                                                        35
         Total Return Series, 3 shares (cost $46)                                                           47
         New Discovery Series, 1 share (cost $10)                                                           10
                                                                                                    ----------
           Net Assets                                                                               $  193,660
                                                                                                    ==========

    See notes to financial statements.
</TABLE>
                                       35
<PAGE>

<TABLE>
<CAPTION>


LINCOLN  BENEFIT LIFE  VARIABLE LIFE ACCOUNT
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                        Alger American Fund Portfolios
                                                     ------------------------------------------------------------------

                                                                                                               Small
                                                                   Income and    Leveraged      MidCap       Capitali-
                                                       Growth       Growth        AllCap        Growth         zation
                                                     ------------  ----------    ----------    ----------    ----------
<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                                         8             2            10            33            32
  Cost of investments sold                                   (8)           (2)          (10)          (33)          (32)
                                                     ----------    ----------    ----------    ----------    ----------

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

Change in unrealized gains (losses)                          12             3             9             1            --
                                                     ----------    ----------    ----------    ----------    ----------

     Net gains (losses) on investments                       12             3             9             1            --
                                                     ----------    ----------    ----------    ----------    ----------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                            $       12    $        3    $        9    $        1    $       --
                                                     ==========    ==========    ==========    ==========    ==========






     See notes to financial statements.


</TABLE>




                                       36
<PAGE>


<TABLE>
<CAPTION>


LINCOLN  BENEFIT LIFE  VARIABLE LIFE ACCOUNT
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                          Janus Aspen Series Portfolios
                                                     ------------------------------------------------------------------


                                                      Flexible                                 Aggressive    Worldwide
                                                       Income       Balanced       Growth        Growth        Growth
                                                     ----------    ----------    ----------    ----------    ----------

<S>                                                  <C>           <C>           <C>           <C>           <C>

INVESTMENT INCOME
Dividends                                            $       --    $       --    $       --    $       --    $       --
Charges from Lincoln Benefit Life Company:
   Mortality and expense risk                                (3)          (17)          (36)          (30)          (55)
   Administrative expense                                    (1)           (5)          (10)           (7)          (16)
                                                     ----------    ----------    ----------    ----------    ----------

     Net investment income (loss)                            (4)          (22)          (46)          (37)          (71)
                                                     ----------    ----------    ----------    ----------    ----------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                       366         7,660         1,600         8,162         8,752
  Cost of investments sold                                 (360)       (6,877)       (1,264)       (6,724)       (7,581)
                                                     ----------    ----------    ----------    ----------    ----------

     Net realized gains (losses)                              6           783           336         1,438         1,171
                                                     ----------    ----------    ----------    ----------    ----------

Change in unrealized gains (losses)                           3            33         1,427         1,343           892
                                                     ----------    ----------    ----------    ----------    ----------

     Net gains (losses) on investments                        9           816         1,763         2,781         2,063
                                                     ----------    ----------    ----------    ----------    ----------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                            $        5    $      794    $    1,717    $    2,744    $    1,992
                                                     ==========    ==========    ==========    ==========    ==========





     See notes to financial statements.

</TABLE>

                                       37
<PAGE>

<TABLE>
<CAPTION>

LINCOLN  BENEFIT LIFE  VARIABLE LIFE ACCOUNT
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------

($ in thousands)

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


                                                                                                 Asset
                                                      Regional      Reserve       Balanced      Manager      Contrafund
                                                     ----------    ----------    ----------    ----------    ----------
<S>                                                  <C>           <C>           <C>           <C>           <C>

INVESTMENT INCOME
Dividends                                            $       --    $        1    $       --    $      412    $      621
Charges from Lincoln Benefit Life Company:
   Mortality and expense risk                                (5)         --              (1)           (9)          (26)
   Administrative expense                                    (1)         --              (1)           (3)           (6)
                                                     ----------    ----------    ----------    ----------    ----------

     Net investment income (loss)                            (6)            1            (2)          400           589
                                                     ----------    ----------    ----------    ----------    ----------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                       325            51            54           368         1,386
  Cost of investments sold                                 (322)          (51)          (50)         (357)       (1,190)
                                                     ----------    ----------    ----------    ----------    ----------

     Net realized gains (losses)                              3            --             4            11           196
                                                     ----------    ----------    ----------    ----------    ----------

Change in unrealized gains (losses)                         (72)           (1)          (25)         (373)            8
                                                     ----------    ----------    ----------    ----------    ----------

     Net gains (losses) on investments                      (69)           (1)          (21)         (362)          204
                                                     ----------    ----------    ----------    ----------    ----------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                            $      (75)   $       --    $      (23)   $       38    $      793
                                                     ==========    ==========    ==========    ==========    ==========







See notes to financial statements.

</TABLE>



                                       38
<PAGE>


<TABLE>
<CAPTION>

LINCOLN  BENEFIT LIFE  VARIABLE LIFE ACCOUNT
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                      Fidelity
                                                      Variable
                                                     Insurance
                                                      Products
                                                      Fund II
                                                     Portfolios    Fidelity Variable Insurance Products Fund Portfolios
                                                    -----------    ----------------------------------------------------


                                                                     Money        Equity-
                                                      Index 500      Market       Income        Growth        Overseas
                                                     ----------    ----------    ----------    ----------    ----------

<S>                                                  <C>           <C>           <C>           <C>           <C>

INVESTMENT INCOME
Dividends                                            $        4    $      136    $    1,128    $    2,758    $      289
Charges from Lincoln Benefit Life Company:
   Mortality and expense risk                                --           (18)          (41)          (44)          (11)
   Administrative expense                                    --            (4)          (11)          (12)           (2)
                                                     ----------    ----------    ----------    ----------    ----------

     Net investment income (loss)                             4           114         1,076         2,702           276
                                                     ----------    ----------    ----------    ----------    ----------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                        82        51,427         2,504         5,386        16,291
  Cost of investments sold                                  (82)      (51,427)       (2,334)       (4,657)      (16,279)
                                                     ----------    ----------    ----------    ----------    ----------

     Net realized gains (losses)                             --            --           170           729            12
                                                     ----------    ----------    ----------    ----------    ----------

Change in unrealized gains (losses)                           9            --          (820)       (1,414)         (129)
                                                     ----------    ----------    ----------    ----------    ----------

     Net gains (losses) on investments                        9            --          (650)         (685)         (117)
                                                     ----------    ----------    ----------    ----------    ----------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                            $       13    $      114    $      426    $    2,017    $      159
                                                     ==========    ==========    ==========    ==========    ==========





     See notes to financial statements.


</TABLE>


                                       39
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------

($ in thousands)




                                                     Federated Insurance Management Series       Scudder Variable Life
                                                                    Portfolios                Investment Fund Portfolios
                                                     --------------------------------------   --------------------------

                                                        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                                            $      341    $      185    $       52    $       13    $       --
Charges from Lincoln Benefit Life Company:
   Mortality and expense risk                                (7)           (4)           (2)           (1)           --
   Administrative expense                                    (2)           (1)          --            (1)            --
                                                     ----------    ----------    ----------    ----------    ----------

     Net investment income (loss)                           332           180            50            11            --
                                                     ----------    ----------    ----------    ----------    ----------


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                     3,926           365           513           142             1
  Cost of investments sold                               (3,905)         (332)         (502)         (143)           (1)
                                                     ----------    ----------    ----------    ----------    ----------

     Net realized gains (losses)                             21            33            11            (1)           --
                                                     ----------    ----------    ----------    ----------    ----------

Change in unrealized gains (losses)                        (243)         (393)          (65)          (14)           --
                                                     ----------    ----------    ----------    ----------    ----------

     Net gains (losses) on investments                     (222)         (360)          (54)          (15)           --
                                                     ----------    ----------    ----------    ----------    ----------


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                            $      110    $     (180)   $       (4)   $       (4)   $       --
                                                     ==========    ==========    ==========    ==========    ==========





     See notes to financial statements.

</TABLE>



                                       40
<PAGE>



<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------

($ in thousands)


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



                                                     Growth and      Global       Inter-       Discovery     Growth
                                                       Income       Discovery    national       Fund II      Fund II
                                                     ----------    ----------   ----------    ----------   ----------

<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                                         4            --            5            --            1
  Cost of investments sold                                   (4)           --           (5)           --           (1)
                                                     ----------    ----------   ----------    ----------   ----------

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

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

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


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                            $       --    $       --   $        1    $       --   $        1
                                                     ==========    ==========   ==========    ==========   ==========







     See notes to financial statements.

</TABLE>


                                       41
<PAGE>


<TABLE>
<CAPTION>


LINCOLN  BENEFIT LIFE  VARIABLE LIFE ACCOUNT
STATEMENTS  OF OPERATIONS
For the three months ended March 31, 1999 (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                        Strong      T. Rowe Price
                                                     Opportunity    International
                                                     Fund II, Inc.   Series, Inc.         T. Rowe Price Equity Series, Inc.
                                                       Portfolio      Portfolio                      Portfolios
                                                     ------------   -------------    --------------------------------------------


                                                                                         New
                                                      Opportunity   International      America         Mid-Cap         Equity
                                                        Fund II          Stock         Growth           Growth         Income
                                                     ------------   -------------    ------------    ------------    ------------

<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                                           1               5               5              10               9
  Cost of investments sold                                     (1)             (5)             (5)            (10)             (9)
                                                     ------------    ------------    ------------    ------------    ------------

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

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

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


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                            $         --    $         --    $         --    $         --    $          1
                                                     ============    ============    ============    ============    ============




     See notes to financial statements.


</TABLE>



                                       42
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                     MFS Variable Insurance Trust Portfolios
                                                     ------------------------------------------------------------------


                                                      Growth                      Emerging       Total          New
                                                    with Income     Research       Growth        Return       Discovery
                                                       Series        Series         Series       Series         Series
                                                    -----------    ----------    ----------    ----------    ----------

<S>                                                  <C>           <C>           <C>           <C>           <C>

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

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


REALIZED AND UNREALIZED GAINS
  (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                         5            15             7             3             6
  Cost of investments sold                                   (5)          (15)           (7)           (3)           (6)
                                                     ----------    ----------    ----------    ----------    ----------

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

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

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


CHANGE IN NET ASSETS
RESULTING FROM OPERATIONS                            $        1    $       --    $       --    $       --    $       --
                                                     ==========    ==========    ==========    ==========    ==========






     See notes to financial statements.


</TABLE>





                                       43
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------------

($ in thousands)



                                                                           Alger American Fund Portfolios
                                                  -------------------------------------------------------------------------------

                                                                                                                        Small
                                                                      Income and       Leveraged        Mid-Cap        Capitali-
                                                        Growth          Growth          AllCap          Growth         zation
                                                     ------------    ------------    ------------    ------------    ------------


<S>                                                  <C>             <C>             <C>             <C>             <C>

FROM OPERATIONS
Net investment income (loss)                         $         --    $         --    $         --    $         --    $         --
Net realized gains (losses)                                    --              --              --              --              --
Change in unrealized gains (losses)                            12               3               9               1              --
                                                     ------------    ------------    ------------    ------------    ------------


Change in net assets resulting from operations                 12               3               9               1              --
                                                     ------------    ------------    ------------    ------------    ------------

FROM CAPITAL TRANSACTIONS
Deposits                                                      118              10              25              16              21
Payments on termination                                        --              --              --              --              --
Contract administration charges                                (4)             (2)             (1)             (1)             (4)
Loans - net                                                    --              --              --              --              --
Transfers among the portfolios
  and with the Fixed Account - net                             70              59              48              25              11
                                                     ------------    ------------    ------------    ------------    ------------

Change in net assets resulting
  from capital transactions                                   184              67              72              40              28
                                                     ------------    ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS                             196              70              81              41              28

NET ASSETS AT BEGINNING OF PERIOD                              16              16              --               3              12
                                                     ------------    ------------    ------------    ------------    ------------

NET ASSETS AT END OF PERIOD                          $        212    $         86    $         81    $         44    $         40
                                                     ============    ============    ============    ============    ============





     See notes to financial statements.

</TABLE>



                                       44
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                                         Janus Aspen Series Portfolios
                                                     ------------------------------------------------------------------


                                                      Flexible                                 Aggressive    Worldwide
                                                       Income       Balanced       Growth        Growth        Growth
                                                     ----------    ----------    ----------    ----------    ----------
<S>                                                  <C>           <C>           <C>           <C>           <C>

FROM OPERATIONS
Net investment income (loss)                         $       (4)   $      (22)   $      (46)   $      (37)   $      (71)
Net realized gains (losses)                                   6           783           336         1,438         1,171
Change in unrealized gains (losses)                           3            33         1,427         1,343           892
                                                     ----------    ----------    ----------    ----------    ----------


Change in net assets resulting from operations                5           794         1,717         2,744         1,992
                                                     ----------    ----------    ----------    ----------    ----------

FROM CAPITAL TRANSACTIONS
Deposits                                                    101         1,060         1,329           750         1,684
Payments on termination                                      (2)          (45)         (201)         (124)         (115)
Contract administration charges                             (19)         (146)         (302)         (258)         (448)
Loans - net                                                  (3)          (24)         --             (71)          (25)
Transfers among the portfolios
  and with the Fixed Account - net                         (241)          848         1,078           391           762
                                                     ----------    ----------    ----------    ----------    ----------

Change in net assets resulting
  from capital transactions                                (164)        1,693         1,904           688         1,858
                                                     ----------    ----------    ----------    ----------    ----------

INCREASE (DECREASE) IN NET ASSETS                          (159)        2,487         3,621         3,432         3,850

NET ASSETS AT BEGINNING OF PERIOD                         1,669         9,343        19,087        16,169        29,972
                                                     ----------    ----------    ----------    ----------    ----------

NET ASSETS AT END OF PERIOD                          $    1,510    $   11,830    $   22,708    $   19,601    $   33,822
                                                     ==========    ==========    ==========    ==========    ==========





     See notes to financial statements.

</TABLE>





                                       45
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------------

($ in thousands)


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

                                                                                                        Asset
                                                      Regional         Reserve        Balanced         Manager        Contrafund
                                                     ------------    ------------    ------------    ------------    ------------

<S>                                                  <C>             <C>             <C>             <C>             <C>

FROM OPERATIONS
Net investment income (loss)                         $         (6)   $          1    $         (2)   $        400    $        589
Net realized gains (losses)                                     3              --               4              11             196
Change in unrealized gains (losses)                           (72)             (1)            (25)           (373)              8
                                                     ------------    ------------    ------------    ------------    ------------


Change in net assets resulting from operations                (75)             --             (23)             38             793
                                                     ------------    ------------    ------------    ------------    ------------

FROM CAPITAL TRANSACTIONS
Deposits                                                      108               1              38             186             927
Payments on termination                                        (6)             --             (21)            (32)            (48)
Contract administration charges                               (41)             (1)            (10)            (73)           (247)
Loans - net                                                    (7)             --              (2)             25              28
Transfers among the portfolios
  and with the Fixed Account - net                           (239)             24             118             (74)          1,067
                                                     ------------    ------------    ------------    ------------    ------------

Change in net assets resulting
  from capital transactions                                  (185)             24             123              32           1,727
                                                     ------------    ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS                            (260)             24             100              70           2,520

NET ASSETS AT BEGINNING OF PERIOD                           2,756             141             678           5,400          14,385
                                                     ------------    ------------    ------------    ------------    ------------

NET ASSETS AT END OF PERIOD                          $      2,496    $        165    $        778    $      5,470    $     16,905
                                                     ============    ============    ============    ============    ============



     See notes to financial statements.


</TABLE>



                                       46
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 (Unaudited)
- --------------------------------------------------------------------------------------------------------------------------------

($ in thousands)


                                                      Fidelity
                                                      Variable
                                                      Insurance
                                                      Products
                                                       Fund II
                                                     Portfolios    Fidelity Variable Insurance Products Fund Portfolios
                                                     ----------    ----------------------------------------------------


                                                                     Money         Equity-
                                                     Index 500       Market        Income       Growth        Overseas
                                                     ----------    ----------    ----------    ----------    ----------
<S>                                                  <C>           <C>           <C>           <C>           <C>


FROM OPERATIONS
Net investment income (loss)                         $        4    $      114    $    1,076    $    2,702    $      276
Net realized gains (losses)                                  --            --           170           729            12
Change in unrealized gains (losses)                           9            --          (820)       (1,414)         (129)
                                                     ----------    ----------    ----------    ----------    ----------


Change in net assets resulting from operations               13           114           426         2,017           159
                                                     ----------    ----------    ----------    ----------    ----------

FROM CAPITAL TRANSACTIONS
Deposits                                                    416         6,164         1,247         1,144           180
Payments on termination                                      --            (6)         (363)         (538)         (246)
Contract administration charges                             (11)         (187)         (347)         (375)          (89)
Loans - net                                                  --            15           (25)           54            (2)
Transfers among the portfolios
  and with the Fixed Account - net                          165        (3,337)         (212)          471        (1,707)
                                                     ----------    ----------    ----------    ----------    ----------

Change in net assets resulting
  from capital transactions                                 570         2,649           300           756        (1,864)
                                                     ----------    ----------    ----------    ----------    ----------

INCREASE (DECREASE) IN NET ASSETS                           583         2,763           726         2,773        (1,705)

NET ASSETS AT BEGINNING OF PERIOD                            41         9,167        23,563        23,880         7,302
                                                     ----------    ----------    ----------    ----------    ----------

NET ASSETS AT END OF PERIOD                          $      624    $   11,930    $   24,289    $   26,653    $    5,597
                                                     ==========    ==========    ==========    ==========    ==========





     See notes to financial statements.


</TABLE>




                                       47
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------------

($ in thousands)



                                                         Federated Insurance Management Series           Scudder Variable Life
                                                                       Portfolios                     Investment Fund Portfolios
                                                     --------------------------------------------    ----------------------------

                                                        High                             U.S.
                                                       Income                        Government
                                                        Bond           Utility       Securities
                                                       Fund II         Fund II         Fund II          Bond           Balanced
                                                     ------------    ------------    ------------    ------------    ------------

<S>                                                  <C>             <C>             <C>             <C>             <C>

FROM OPERATIONS
Net investment income (loss)                         $        332    $        180    $         50    $         11    $         --
Net realized gains (losses)                                    21              33              11              (1)             --
Change in unrealized gains (losses)                          (243)           (393)            (65)            (14)             --
                                                     ------------    ------------    ------------    ------------    ------------


Change in net assets resulting from operations                110            (180)             (4)             (4)             --
                                                     ------------    ------------    ------------    ------------    ------------

FROM CAPITAL TRANSACTIONS
Deposits                                                      260              95             129              50              12
Payments on termination                                       (31)            (10)             (1)             (1)             --
Contract administration charges                               (54)            (28)            (17)            (17)             (1)
Loans - net                                                   (14)             (8)             --              (5)             --
Transfers among the portfolios
  and with the Fixed Account - net                            196             (47)           (223)             60               5
                                                     ------------    ------------    ------------    ------------    ------------

Change in net assets resulting
  from capital transactions                                   357               2            (112)             87              16
                                                     ------------    ------------    ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS                             467            (178)           (116)             83              16

NET ASSETS AT BEGINNING OF PERIOD                           3,660           2,571           1,232             730               3
                                                     ------------    ------------    ------------    ------------    ------------

NET ASSETS AT END OF PERIOD                          $      4,127    $      2,393    $      1,116    $        813    $         19
                                                     ============    ============    ============    ============    ============



     See notes to financial statements.


</TABLE>




                                       48
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 (Unaudited)
- --------------------------------------------------------------------------------------------------------------------

($ in thousands)

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



                                                     Growth and      Global       Inter-     Discovery      Growth
                                                       Income       Discovery    national     Fund II      Fund II
                                                     ----------    ----------   ----------   ----------   ----------

<S>                                                  <C>           <C>          <C>          <C>          <C>

FROM OPERATIONS
Net investment income (loss)                         $       --    $       --   $       --   $       --   $       --
Net realized gains (losses)                                  --            --           --           --           --
Change in unrealized gains (losses)                          --            --            1           --            1
                                                     ----------    ----------   ----------   ----------   ----------


Change in net assets resulting from operations               --            --            1           --            1
                                                     ----------    ----------   ----------   ----------   ----------

FROM CAPITAL TRANSACTIONS
Deposits                                                      4             2           12           --           --
Payments on termination                                      --            --           --           --           --
Contract administration charges                              (1)           --           --           --           --
Loans - net                                                  --            --           --           --           --
Transfers among the portfolios
  and with the Fixed Account - net                            8            --           14           --            6
                                                     ----------    ----------   ----------   ----------   ----------

Change in net assets resulting
  from capital transactions                                  11             2           26           --            6
                                                     ----------    ----------   ----------   ----------   ----------

INCREASE (DECREASE) IN NET ASSETS                            11             2           27           --            7

NET ASSETS AT BEGINNING OF PERIOD                             3             3            4           --           --
                                                     ----------    ----------   ----------   ----------   ----------

NET ASSETS AT END OF PERIOD                          $       14    $        5   $       31   $     --     $        7
                                                     ==========    ==========   ==========   ==========   ==========



     See notes to financial statements.


</TABLE>





                                       49
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 (Unaudited)
- -------------------------------------------------------------------------------------------------------------------------------

($ in thousands)

                                                        Strong     T. Rowe Price
                                                     Opportunity   International
                                                    Fund II, Inc.   Series, Inc.        T. Rowe Price Equity Series, Inc.
                                                      Portfolio      Portfolio                      Portfolios
                                                    -------------  -------------   --------------------------------------------

                                                                                       New
                                                     Opportunity   International     America         Mid-Cap          Equity
                                                       Fund II          Stock         Growth         Growth           Income
                                                     ------------  -------------   -------------   -------------   ------------
<S>                                                  <C>            <C>            <C>             <C>             <C>


FROM OPERATIONS
Net investment income (loss)                         $         --   $         --   $         --    $         --    $          1
Net realized gains (losses)                                    --             --             --              --              --
Change in unrealized gains (losses)                            --             --             --              --              --
                                                     ------------   ------------   ------------    ------------    ------------


Change in net assets resulting from operations                 --             --             --              --               1
                                                     ------------   ------------   ------------    ------------    ------------

FROM CAPITAL TRANSACTIONS
Deposits                                                        5              1              9               4              30
Payments on termination                                        --             --             --              --              --
Contract administration charges                                --             --             (1)             (1)             (1)
Loans - net                                                    --             --             --              (1)             --
Transfers among the portfolios
  and with the Fixed Account - net                              4              2              2               9              24
                                                     ------------   ------------   ------------    ------------    ------------

Change in net assets resulting
  from capital transactions                                     9              3             10              11              53
                                                     ------------   ------------   ------------    ------------    ------------

INCREASE (DECREASE) IN NET ASSETS                               9              3             10              11              54

NET ASSETS AT BEGINNING OF PERIOD                               2           --                3               7               5
                                                     ------------   ------------   ------------    ------------    ------------

NET ASSETS AT END OF PERIOD                          $         11   $          3   $         13    $         18    $         59
                                                     ============   ============   ============    ============    ============




   See notes to financial statements.

</TABLE>



                                       50
<PAGE>


<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------

($ in thousands)



                                                                    MFS Variable Insurance Trust Portfolios
                                                     ------------------------------------------------------------------


                                                       Growth                     Emerging       Total           New
                                                    with Income     Research       Growth        Return       Discovery
                                                       Series        Series        Series        Series        Series
                                                    -----------    ----------    ----------    ----------    ----------
<S>                                                 <C>            <C>           <C>           <C>           <C>


FROM OPERATIONS
Net investment income (loss)                         $       --    $       --    $       --    $       --    $       --
Net realized gains (losses)                                  --            --            --            --            --
Change in unrealized gains (losses)                           1            --            --            --            --
                                                     ----------    ----------    ----------    ----------    ----------


Change in net assets resulting from operations                1            --            --            --            --
                                                     ----------    ----------    ----------    ----------    ----------

FROM CAPITAL TRANSACTIONS
Deposits                                                     16            23            31            12             5
Payments on termination                                      --            --            --            --            --
Contract administration charges                              (1)           (1)           (1)           (1)           --
Loans - net                                                  --            --            --            --            --
Transfers among the portfolios
  and with the Fixed Account - net                           45             8             2            14             5
                                                     ----------    ----------    ----------    ----------    ----------

Change in net assets resulting
  from capital transactions                                  60            30            32            25            10
                                                     ----------    ----------    ----------    ----------    ----------

INCREASE (DECREASE) IN NET ASSETS                            61            30            32            25            10

NET ASSETS AT BEGINNING OF PERIOD                             3             4             3            22            --
                                                     ----------    ----------    ----------    ----------    ----------

NET ASSETS AT END OF PERIOD                          $       64    $       34    $       35    $       47    $       10
                                                     ==========    ==========    ==========    ==========    ==========




     See notes to financial statements.

</TABLE>



                                       51
<PAGE>



LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
NOTES TO FINANCIAL STATEMENTS (Unaudited)
- --------------------------------------------------------------------------------


1. Organization

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

     These financial statements and notes as of March 31, 1999 and for the three
     month period ended March 31, 1999 are unaudited. These financial statements
     and notes  should be read in  conjunction  with the  Lincoln  Benefit  Life
     Variable Life Account audited financial statements and notes for the period
     ended December 31, 1998. The results of operations for the interim  periods
     should not be considered  indicative of results to be expected for the full
     year.








                                       52
<PAGE>
<TABLE>
<CAPTION>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
NOTES TO FINANCIAL STATEMENTS (Unaudited)
- -------------------------------------------------------------------------------------------------------------------------------
2. UNITS OUTSTANDING AND ACCUMULATION UNIT VALUE
     (Units and dollars in whole amounts)
                                                                        Investor's Select Contracts      Consultant Contracts
                                                                       ----------------------------  --------------------------
                                                                            Units      Accumulation      Units     Accumulation
                                                                          Outstanding   Unit Value    Outstanding   Unit Value
                                                                             March        March          March        March
                                                                           31, 1999     31, 1999       31, 1999     31, 1999
                                                                        --------------  ------------  ------------  -----------
<S>                                                                      <C>           <C>           <C>           <C>
Investments in Alger American Fund Portfolios:
    Growth                                                               $         --  $         --  $     15,974  $      13.30
    Income and Growth                                                              --            --         7,072         12.23
    Leveraged AllCap                                                               --            --         5,127         15.81
    MidCap Growth                                                                  --            --         3,593         12.20
    Small Capitalization                                                           --            --         3,512         11.44

Investments in Janus Aspen Series Portfolios:
    Flexible Income                                                            89,980         15.64         9,991         10.36
    Balanced                                                                  449,812         24.30        70,585         12.73
    Growth                                                                    830,169         26.92        27,785         12.96
    Aggressive Growth                                                         706,000         27.56        10,036         14.48
    Worldwide Growth                                                        1,281,629         25.96        47,649         11.46

Investments in IAI Retirement Funds, Inc. Portfolios:
    Regional                                                                  145,275         17.18            --            --
    Reserve                                                                    13,691         12.09            --            --
    Balanced                                                                   48,629         16.00            --            --

Investments in Fidelity Variable Insurance Products Fund II Portfolios:
    Asset Manager                                                             327,290         16.67         1,189         10.95
    Contrafund                                                                863,832         18.76        57,900         12.14
    Index 500                                                                      --            --        52,164         11.96

Investments in Fidelity Variable Insurance Products Fund Portfolios:
    Money Market                                                              867,045         12.59        98,183         10.32
    Equity-Income                                                           1,055,744         22.69        30,579         11.11
    Growth                                                                    956,329         27.63        18,368         12.67
    Overseas                                                                  376,865         14.74         3,735         10.84

Investments in Federated Insurance Management Series Portfolios:
    High Income Bond Fund  II                                                 259,243         15.43        12,294         10.22
    Utility Fund II                                                           136,046         17.30         3,798         10.42
    U.S. Government Securities Fund II                                         84,097         13.03         1,893         10.31

Investments in Scudder Variable Life Investment Fund Portfolios:
    Bond                                                                       61,704         12.90         1,690         10.22
    Balanced                                                                       --            --         1,675         11.55
    Growth and Income                                                              --            --         1,347         10.60
    Global Discovery                                                               --            --           462         11.01
    International                                                                  --            --         2,872         10.67

Investments in Strong Variable Insurance Funds, Inc. Portfolios:
    Discovery Fund II                                                              --            --            34          9.64
    Growth Fund II                                                                 --            --           559         12.77

Investment in Strong Opportunity Fund II, Inc. Portfolio:
    Opportunity Fund II                                                            --            --           910         11.49

Investment in T. Rowe Price International Series, Inc. Portfolio:
    International Stock                                                            --            --           252         10.96

Investments in T. Rowe Price Equity Series, Inc. Portfolios:
    New America Growth                                                             --            --         1,168         11.37
    Mid-Cap Growth                                                                 --            --         1,549         11.48
    Equity Income                                                                  --            --         5,489         10.76

Investments in MFS Variable Insurance Trust Portfolios:
    Growth with Income Series                                                      --            --         5,597         11.35
    Research Series                                                                --            --         2,986         11.30
    Emerging Growth Series                                                         --            --         2,857         12.23
    Total Return Series                                                            --            --         4,442         10.64
    New Discovery Series                                                           --            --           877         11.26
</TABLE>
                                       53
<PAGE>

INDEPENDENT AUDITORS' REPORT



TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
LINCOLN BENEFIT LIFE COMPANY:

We have audited the accompanying  consolidated  statements of Financial Position
of Lincoln Benefit Life Company and subsidiary  (the "Company",  an affiliate of
The  Allstate  Corporation)  as of December  31, 1998 and 1997,  and the related
consolidated  Statements of Operations and Comprehensive  Income,  Shareholder's
Equity and Cash Flows for each of the three years in the period  ended  December
31, 1998. Our audits also included Schedule IV - Reinsurance. These consolidated
financial  statements and financial statement schedule are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the financial position of the Company as of December 31, 1998
and 1997,  and the results of its  operations and its cash flows for each of the
three years in the period ended  December 31, 1998 in conformity  with generally
accepted accounting principles. Also, in our opinion, Schedule IV - Reinsurance,
when considered in relation to the basic financial  statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.



/s/ Deloitte & Touche LLP

Chicago, Illinois
February 19, 1999







                                       F-1
<PAGE>




                          LINCOLN BENEFIT LIFE COMPANY
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION



                                                              December 31,
                                                              ------------
($ in thousands)                                           1998          1997
                                                           ----          ----

Assets
Investments
    Fixed income securities, at fair value
        (amortized cost $149,898 and $141,553)          $  158,984  $  147,911
    Short-term                                               3,675       1,020
                                                        ----------  ----------
    Total investments                                      162,659     148,931

Cash                                                         1,735       4,220
Reinsurance recoverable from Allstate Life
    Insurance Company                                    6,933,084   6,732,755
Reinsurance recoverable from non-affiliates                191,092     127,182
Receivable from affiliates, net                             37,103      14,481
Other assets                                                30,919      31,976
Separate Accounts                                          763,416     447,658
                                                         ----------  ----------
             Total assets                               $8,120,008  $7,507,203
                                                         ==========  ==========

Liabilities
Reserve for life-contingent contract benefits           $  338,069  $  252,195
Contractholder funds                                     6,785,070   6,607,130
Current income taxes payable                                 3,659       1,128
Deferred income taxes                                        5,546       4,149
Other liabilities and accrued expenses                      64,470      43,609
Separate Accounts                                          763,416     447,658
                                                         ----------  ----------
             Total liabilities                           7,960,230   7,355,869
                                                         ----------  ----------

Commitments and Contingent Liabilities (Note 8)

Shareholder's Equity
Common stock, $100 par value, 30,000 shares
     authorized, 25,000 issued and outstanding                2,500       2,500
Additional capital paid-in                                  116,750     116,750
Retained income                                              34,622      27,952

Accumulated other comprehensive income:
   Unrealized net capital gains                               5,906       4,132
                                                         ----------  ----------
   Total accumulated other comprehensive income               5,906       4,132
                                                         ----------  ----------
   Total shareholder's equity                               159,778     151,334
                                                         ----------  ----------
   Total liabilities and shareholder's equity            $8,120,008  $7,507,203
                                                         ==========  ==========


See notes to consolidated financial statements.


                                       F-2
<PAGE>







                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME


                                                        Year Ended December 31,
                                                        -----------------------
($ in thousands)                                      1998      1997       1996
                                                      ----      ----       ----
Revenues
Net investment income                               $10,240   $10,570   $ 9,519
Realized capital gains and losses                       134        17         6
                                                    -------   -------   -------
                                                     10,374    10,587     9,525
Costs and expenses
Provision for policy benefits (net of reinsurance
   recoveries of $496,140, $464,154 and $419,936)        --        --       465
Operating costs and expenses                             --        --       457
                                                    -------   -------   -------
                                                         --        --       922
                                                    -------   -------   -------


Income from operations before income tax expense     10,374    10,587     8,603
Income tax expense                                    3,704     3,735     3,020
                                                    -------   -------   -------

Net income                                            6,670     6,852     5,583
                                                    -------   -------   -------

Other comprehensive income, after tax
  Change in unrealized net capital gains and losses   1,774     2,331    (3,197)
                                                    -------   -------   -------

  Comprehensive income                              $ 8,444   $ 9,183   $ 2,386
                                                    =======   =======   =======



See notes to consolidated financial statements.


                                       F-3
<PAGE>






                          LINCOLN BENEFIT LIFE COMPANY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY



                                                         December 31,
                                                         ------------
($ in thousands)                                  1998      1997        1996
                                                  ----      ----        ----

Common Stock                                   $   2,500  $   2,500   $   2,500
                                               ---------  ---------   ---------

Additional capital paid-in                       116,750    116,750     116,750
                                               ---------  ---------   ---------

Retained income
Balance, beginning of year                        27,952     21,110      18,060
Net income                                         6,670      6,852       5,583
Dividend-in-kind                                      --        (10)     (2,533)
                                               ---------  ---------   ---------
Balance, end of year                              34,622     27,952      21,110
                                               ---------  ---------   ---------

Accumulated other comprehensive income
Balance, beginning of year                         4,132      1,801       4,998
Change in unrealized net capital gains and loss    1,774      2,331      (3,197)
                                               ---------  ---------   ---------
Balance, end of year                               5,906      4,132       1,801
                                               ---------  ---------   ---------

      Total shareholder's equity               $ 159,778  $ 151,334   $ 142,161
                                               =========  =========   =========


See notes to consolidated financial statements.


                                       F-4
<PAGE>






                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                       Year Ended December 31,
                                                       -----------------------
($ in thousands)                                    1998        1997      1996
                                                    ----        ----      ----

Cash flows from operating activities
Net income                                       $  6,670   $  6,852   $  5,583
Adjustments to reconcile net income to net
 cash provided by operating activities
 Depreciation, amortization and other non-cash items   10         20         50
 Realized capital gains and losses                   (134)       (17)        (6)
 Changes in:
  Life-contingent contract benefits and
   contractholder funds                              (425)       427     (4,918)
    Income taxes payable                            2,973       (381)       143
    Other operating assets and liabilities         (1,047)    (4,606)    10,473
                                                 --------   --------   --------
     Net cash provided by operating activties       8,047      2,295     11,325
                                                 --------   --------   --------

Cash flows from investing activities
Fixed income securities
    Investment collections                         10,710     11,980      8,759
    Investment purchases                          (18,587)   (18,307)   (17,570)
Change in short-term investments, net              (2,655)       840      4,489
                                                 --------   --------   --------
    Net cash used in investing activities         (10,532)    (5,487)    (4,322)
                                                 --------   --------   --------

Net (decrease) increase in cash                    (2,485)    (3,192)     7,003
Cash at beginning of year                           4,220      7,412        409
                                                 --------   --------   --------
Cash at end of year                              $  1,735   $  4,220   $  7,412
                                                 ========   ========   ========

Supplemental disclosure of cash flow information
 Noncash financing activity:
  Dividend-in-kind to Allstate Life Insurance    $      -   $    (10) $ (2,533)
                                                 ========   ========   ========


  See notes to consolidated financial statements.


                                       F-5
<PAGE>









                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


1.   General

Basis of presentation
The  accompanying consolidated financial  statements include the accounts of
Lincoln Benefit Life Company ("LBL") and its wholly owned  subsidiary, Allstate
Financial  Distributors,  Inc., formerly Lincoln Benefit Financial  Services,  a
registered broker-dealer  (collectively,  the "Company").  LBL is a wholly owned
subsidiary of Allstate Life Insurance Company ("ALIC"), which is wholly owned by
Allstate  Insurance  Company ("AIC"), a wholly owned subsidiary of The Allstate
Corporation (the  "Corporation").  These consolidated  financial statements have
been prepared in conformity with generally accepted accounting  principles.  All
significant intercompany accounts and transactions have been eliminated.

To conform with the 1998 presentation,  certain  amounts in the prior years'
financial statements and notes have been reclassified.

Nature of operations
The  Company  markets  a broad  line  of life  insurance  and  savings  products
primarily  through  independent  insurance  agents and brokers.  Life  insurance
includes  traditional  products such as whole life and term life  insurance,  as
well  as  variable  life,  universal  life  and  other  interest-sensitive  life
products.   Savings  products  include  deferred  annuities,  such  as  variable
annuities and fixed rate single and flexible  premium  annuities,  and immediate
annuities. In 1998, annuity premiums and deposits represented  approximately 70%
of the Company's total statutory premiums and deposits.

Annuity contracts and life insurance  policies issued by the Company are subject
to  discretionary  surrender or withdrawal  by customers,  subject to applicable
surrender  charges.  These  policies and contracts are reinsured  primarily with
ALIC (see Note 3),  which  invests  premiums  and deposits to provide cash flows
that will be used to fund future benefits and expenses.

The  Company  monitors  economic  and  regulatory  developments  which  have the
potential to impact its  business.  There  continues to be proposed  federal and
state  regulation  and  legislation  that, if passed,  would allow banks greater
participation  in the  securities  and insurance  businesses.  Such events would
present an increased level of competition  for sales of the Company's  products.
Furthermore,  the market for  deferred  annuities  and  interest-sensitive  life
insurance is enhanced by the tax  incentives  available  under  current law. Any
legislative  changes  which lessen  these  incentives  are likely to  negatively
impact the demand for these products.

Additionally,  traditional  demutualizations  of mutual insurance  companies and
enacted and pending state  legislation to permit mutual  insurance  companies to
convert to a hybrid  structure  known as a mutual  holding  company could have a
number  of  significant  effects  on  the  Company  by (1)  increasing  industry
competition through  consolidation caused by mergers and acquisitions related to
the new  corporate  form of  business;  and (2)  increasing  competition  in the
capital markets.


The Company is authorized to sell life and savings products in all states except
New York,  as well as in the  District  of  Columbia,  Guam and the U.S.  Virgin
Islands.  The top geographic  locations for statutory  premiums and deposits for
the Company were California,  Wisconsin,  Florida, Pennsylvania and Illinois for
the year ended December 31, 1998. No other jurisdiction  accounted for more than
5% of statutory premiums and deposits. All premiums and deposits are ceded under
reinsurance agreements.



                                       F-6
<PAGE>







                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



2.  Summary of Significant Accounting Policies

Investments
Fixed income securities include bonds and mortgage-backed  securities. All fixed
income  securities  are  carried  at fair  value and may be sold  prior to their
contractual  maturity  ("available for sale").  The difference between amortized
cost and fair value,  net of deferred  income taxes, is reflected as a component
of shareholder's equity.  Provisions are recognized for declines in the value of
fixed income  securities  that are other than  temporary.  Such  writedowns  are
included  in  realized  capital  gains and losses.  Short-term investments are
carried at cost or amortized cost which approximates fair value.


Investment  income  consists  primarily of interest and  dividends on short-term
investments.  Interest  is  recognized  on an accrual  basis and  dividends  are
recorded at the ex-dividend date. Interest income on mortgaged-backed securities
is determined on the effective  yield method,  based on the estimated  principal
repayments.  Accrual of income is suspended for fixed income securities that are
in  default or when the  receipt  of  interest  payments  is in doubt.  Realized
capital gains and losses are determined on a specific identification basis.


Reinsurance
The Company has  reinsurance  agreements whereby premiums, contract charges,
credited interest,  policy benefits and certain expenses are ceded, primarily to
ALIC.  Such amounts are reflected net of such  reinsurance  in the  consolidated
statements  of operations  and  comprehensive  income.  The amounts shown in the
Company's consolidated  statements of operations and comprehensive income relate
to the investment of those assets of the Company that are not transferred  under
reinsurance  agreements.  Reinsurance  recoverable  and the related  reserve for
life-contingent   contract  benefits  and  contractholder   funds  are  reported
separately in the  consolidated  statements of financial  position.  The Company
continues to have primary liability as the direct insurer for risks reinsured.


Recognition of premium revenues and contract charges
Premiums for traditional  life insurance and certain  life-contingent  annuities
are recognized as revenue when due. Accident and disability  premiums are earned
on a pro rata basis over the policy  period.  Revenues  on  universal  life-type
contracts are comprised of contract  charges and fees, and are  recognized  when
assessed  against the  policyholder  account  balance.  Revenues  on  investment
contracts  include  contract  charges and fees for contract  administration  and
surrenders.  These  revenues  are  recognized  when levied  against the contract
balances.  Gross  premium  in  excess  of the net  premium  on  limited  payment
contracts  are deferred and  recognized  over the contract  period.  All premium
revenues and contract charges are reinsured.

Income taxes
The income tax provision is calculated  under the liability method and presented
net of  reinsurance.  Deferred tax assets and  liabilities are recorded based on
the  difference  between  the  financial  statement  and tax bases of assets and
liabilities at the enacted tax rates. Deferred income taxes arise primarily from
unrealized  capital gains or losses on fixed income  securities  carried at fair
value and differences in the tax bases of investments.

Separate Accounts
The Company issues flexible  premium  deferred  variable  annuities and variable
life policies,  the assets and  liabilities of which are legally  segregated and
reflected in the accompanying  consolidated  statements of financial position as
assets and liabilities of the Separate Accounts. The Company's Separate Accounts
consist of: Lincoln  Benefit Life Variable  Annuity  Account and Lincoln Benefit
Life Variable Life Account.  Each of the Separate  Accounts are unit  investment
trusts registered with the Securities and Exchange Commission.


                                       F-7
<PAGE>








                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


The assets of the Separate Accounts are carried at fair value. Investment income
and realized  capital gains and losses of the Separate  Accounts accrue directly
to the contractholders and,  therefore, are not included in the Company's
consolidated  statements of operations and comprehensive income. Revenues to the
Company  from the  Separate  Accounts  consist of contract  maintenance fees,
administration fees, mortality and expense risk charges and cost of insurance
charges, all of which are reinsured with ALIC.

Reserve for life-contingent contract benefits
The reserve for life-contingent contract benefits, which relates to traditional
life insurance,  fixed annuities with life contingencies, disability  insurance
and accident insurance, is computed on the basis of  assumptions  as to future
investment  yields,  mortality,  morbidity,  terminations and expenses.  These
assumptions, which for traditional life insurance are applied using the net
level premium method,  include provisions for adverse deviation and generally
vary by such  characteristics as type of  coverage, year of issue and policy
duration. Reserve interest rates ranged from 4.0% to 10.0% during 1998.

Contractholder funds
Contractholder funds arise from the issuance of individual or group policies and
contracts that include an investment component, including most fixed annuities
and universal life policies.  Payments received are recorded as interest-bearing
liabilities.  Contractholder  funds are equal to deposits received and interest
credited  to the  benefit  of the  contractholder  less  withdrawals, mortality
charges and  administrative  expenses.  During 1998, credited interest rates on
contractholder funds ranged from 4.40% to 9.25% for those contracts with fixed
interest rates and from 1.08% to 15.15% for those with flexible rates.

Use of estimates
The preparation of financial statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

New accounting standards
In 1998,  the  Company  adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting  Comprehensive  Income."  Comprehensive income is a
measurement of certain changes in shareholder's equity that result from
transactions and other economic events other than transactions with the
shareholder.  For the Company,  these consist of changes in unrealized gains and
losses on the investment portfolio (See Note 9).

In 1998,  the Company  adopted SFAS No. 131,  "Disclosures  about Segments of an
Enterprise and Related  Information."  SFAS No. 131 redefines how segments are
determined and requires additional segment disclosures for both annual and
interim  financial reporting.  The Company has identified itself as a single
operating segment.

Pending accounting standards
In December 1997, the Accounting  Standards  Executive Committee of the American
Institute of Certified Public Accountants ("AICPA") issued Statement of Position
("SOP")   97-3,   "Accounting by Insurance and Other Enterprises for
Insurance-related  Assessments."  The SOP is required to be adopted in 1999. The
SOP  provides guidance concerning when to recognize a liability for
insurance-related  assessments  and how those  liabilities  should be  measured.
Specifically,  insurance-related assessments should be recognized as liabilities
when all of the  following  criteria  have been met: 1) an  assessment  has been
imposed or it is  probable  that an  assessment  will be  imposed,  2) the event
obligating an entity to pay an assessment  has occurred and 3) the amount of the
assessment can be reasonably estimated.  The Company is currently evaluating the
effects of this SOP on its accounting for insurance-related assessments. Certain
information required for compliance is not currently available and therefore the
Company is studying  alternatives  for  estimating  the accrual. In  addition,
industry groups are working to


                                       F-8
<PAGE>







                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


improve the information available.  Adoption of this standard is not expected to
be material to the results of operations or financial position of the Company.


3.   Related Party Transactions

Reinsurance

The Company has reinsurance agreements whereby premiums,  contract charges,
credited interest, policy benefits and certain expenses are ceded, and reflected
net of such cessions in the consolidated statements of operations and
comprehensive income. The amounts shown in the Company's consolidated statements
of operations and comprehensive  income  relate to the investment of those
assets of the Company that are not transferred under reinsurance agreements.
Reinsurance recoverable and the related reserve of life-contingent contract
benefits and contractholder funds are reported separately in the consolidated
statements of financial position.  The Company continues to have primary
liability as the direct insurer for risks reinsured.

Investment  income earned on the assets which support  contractholder  funds and
the reserve for life-contingent contract  benefits are not included in the
Company's consolidated financial statements as those assets are owned and
managed under terms of the reinsurance agreements.  The following amounts were
ceded to ALIC under reinsurance agreements.


                                                        Year ended December 31,
                                                        -----------------------
($ in thousands)                                       1998      1997      1996
                                                   --------  --------  --------

Premiums                                           $ 30,811  $ 34,834  $ 48,111
Contract charges                                    106,158    87,061    73,659
Credited interest, policy benefits, and other
     expenses                                       609,325   533,369   496,735

Effective  December 31, 1996,  the  reinsurance  treaty with ALIC was amended to
also include a paid up block of life business which was previously  retained by
the Company.  The  reinsurance  premium  related to the transfer was $8,255 on a
statutory  accounting basis and $5,712 based upon generally accepted  accounting
principles,  creating a dividend-in-kind  of $2,543. The premium is equal to the
sum of the aggregate policy reserves and policyholder  dividend  accumulation on
this block of business as of December 31, 1996.  The policy loans and accrued
interest  relating to this block of business totaled $554 and were also ceded to
ALIC as of December 31, 1996, creating a non-cash financing transaction.

Business operations
The Company utilizes services  provided by AIC and ALIC and business  facilities
owned or leased, and operated by AIC in conducting its business activities.  The
Company reimburses AIC and ALIC for the operating expenses incurred on behalf of
the Company. The cost to the Company is determined by various allocation methods
and is primarily related to the level of services provided.  Operating expenses,
including  compensation and retirement and other benefit programs,  allocated to
the  Company  were  $45,940,  $34,947,  and  $25,094  in 1998,  1997  and  1996,
respectively.  Of these costs, the Company retains  investment related expenses.
All other costs are ceded to ALIC under reinsurance agreements.



                                       F-9
<PAGE>






                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


4.       Investments

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



                                                  Gross Unrealized
                                       Amortized  ----------------    Fair
                                        cost        Gains   Losses    value
                                      ----------- -------  --------  ----------
At December 31, 1998
U.S. government and agencies          $ 14,105  $  2,498  $      -   $ 16,603
Corporate                               84,547     3,548      (151)    87,944
Foreign government                       3,031       239         -      3,270
Mortgage-backed securities              48,215     2,972       (20)    51,167
                                      --------  --------  --------   --------
    Total fixed income securities     $149,898  $  9,257  $   (171)  $158,984
                                      ========  ========  ========   ========


At December 31, 1997
U.S. government and agencies          $ 14,598  $  1,760  $      -   $ 16,358
Corporate                               71,602     1,839      (297)    73,144
Foreign government                       3,040       229         -      3,269
Mortgage-backed securities              52,313     2,845       (18)    55,140
                                      --------  --------  --------   --------
    Total fixed income securities     $141,553  $  6,673  $   (315)  $147,911
                                     ========  ========  ========   ========
Scheduled maturities
The scheduled  maturities for fixed income securities are as follows at December
31, 1998:
                                                Amortized    Fair
                                                  cost       value
                                                ---------- --------

Due in one year or less                        $  4,525  $  4,554
Due after one year through five years            25,829    26,625
Due after five years through ten years           58,047    60,861
Due after ten years                              13,282    15,777
                                                --------  --------
                                                101,683   107,817
Mortgage-backed securities                       48,215    51,167
                                                -------   -------
     Total                                     $149,898  $158,984
                                               ========  ========


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

Net investment income
Year ended December 31,                 1998      1997     1996
                                        ----      ----     ----
Fixed income securities                $10,375  $10,723  $ 9,825
Short-term investments                     231      160      215
                                       -------  -------  -------
  Investment income,before expense      10,606   10,883   10,040
  Investment expense                       366      313      521
                                       -------  -------  -------
    Net investment income              $10,240  $10,570  $ 9,519
                                       =======  =======  =======




                                       F-10
<PAGE>


                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


Realized capital gains and losses
Year ended December 31,                                  1998    1997    1996
                                                       ------  ------  ------

Fixed income securities                                $  134  $   17  $    6
    Income taxes                                           47       6       2
                                                        ------  ------  ------
    Realized capital gains and losses, after tax       $   87  $   11  $    4
                                                        ======  ======  ======

Excluding calls and prepayments, there were no gains or losses realized on sales
of fixed income securities during 1998, 1997 and 1996.

Unrealized net capital gains
Unrealized   net  capital   gains  on  fixed  income   securities   included  in
shareholder's equity at December 31, 1998 are as follows:

<TABLE>
<CAPTION>


                                                        Gross unrealized
                               Cost/                     ----------------    Unrealized
                           amortized cost   Fair value  Gains      Losses    net gains
                           -------------   ----------   ------     ------    ----------
<S>                           <C>           <C>         <C>       <C>        <C>

Fixed income securities       $ 149,898     $ 158,984   $ 9,257   $ (171)    $ 9,086
                              =========      =========  ========  ========
Deferred income taxes                                                         (3,180)
                                                                             ----------
Unrealized net capital gains                                                  $ 5,906
                                                                             ==========

</TABLE>

Change in unrealized net capital gains and losses
Year ended December 31,                     1998      1997      1996
                                            ----      ----      ----
Fixed income securities                  $ 2,729   $ 3,585   $(4,918)
Deferred income taxes                       (955)   (1,254)    1,721
                                          -------  -------   --------
Increase (decrease) in unrealized net
     capital gains                       $ 1,774   $ 2,331   $(3,197)
                                         =======   =======   ========
Securities on deposit
At December 31, 1998, fixed income securities with a carrying value of $8,945
were on deposit with regulatory authorities as required by law.

5. Financial Instruments


In the normal  course of  business, the Company invests in various financial
assets and incurs various financial liabilities.  The fair value estimates of
financial instruments presented on the following page are not necessarily
indicative of the amounts the Company might pay or receive in actual market
transactions.  Potential taxes and other transaction costs have not been
considered in estimating fair value.  The disclosures that follow do not reflect
the fair value of the Company as a whole since a number of the Company's
significant assets (including reinsurance recoverable) and liabilities
(including traditional life and universal life-type insurance reserves, and
deferred income taxes) are not considered financial instruments and are not
carried at fair value.  Other assets and liabilities considered financial
instruments, such as accrued investment income and cash,  are generally of a
short-term nature. Their carrying values are assumed to approximate fair value.

                                       F-11
<PAGE>




                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)

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

                                1998                 1997
                                ----                 ----
                         Carrying    Fair     Carrying   Fair
                          value      value      value    value
                          -------    ------   -------- -------

Fixed income securities  $158,984  $158,984  $147,911  $147,911
Short-term investments      3,675     3,675     1,020     1,020
Separate Accounts         763,416   763,416   447,658   447,658

Fair values for fixed income securities are based on quoted market prices where
available. Non-quoted securities are valued based on discounted cash flows using
current interest rates for similar securities. Short-term investments are highly
liquid  investments with maturities of less than one year whose carrying value
approximates fair value.  Separate Accounts assets are carried in the
consolidated  statements of financial position at fair value based on quoted
market prices.

Financial liabilities
The carrying  value and fair value of financial  liabilities at December 31, are
as follows:

                                   1998                     1997
                                   ----                     ----
                           Carrying    Fair       Carrying      Fair
                            value      value       value        value
                            -------  -------     ---------     ------
Contractholder funds on
 nvestment contracts    $5,220,485    $5,006,124   $5,188,474  $4,941,732
Separate Accounts          763,416       763,416      447,658     447,658


The fair value of contractholder funds on investment contracts is based on the
terms of the underlying contracts.  Reserves on investment contracts with no
stated maturities (single premium and flexible premium deferred annuities) are
valued at the account balance less surrender charges.  The fair value of
immediate annuities and annuities without life contingencies with fixed terms is
estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and durations.  Separate
Accounts liabilities are carried at the fair value of the underlying assets.


6.   Income Taxes

The Company joins the Corporation and its other eligible  domestic subsidiaries
(the "Allstate Group") in the filing of a consolidated federal income tax return
and is party to a federal income tax allocation  agreement  (the "Allstate Tax
Sharing Agreement").  Under the Allstate Tax Sharing Agreement, the Company pays
to or receives from the  Corporation  the amount,  if any, by which the Allstate
Group's federal income tax liability is affected by virtue of inclusion of the
Company in the consolidated federal income tax return. Effectively, this results
in the Company's annual income tax provision being computed, with adjustments,
as if the Company filed a separate return.

Prior to Sears, Roebuck and Co.'s ("Sears") distribution ("Sears distribution")
on June 30,  1995 of its 80.3% ownership in the Corporation to Sears
shareholders,  the Allstate Group, including the Company,  joined with Sears and
its domestic business units (the "Sears Group") in the filing of a consolidated
federal  income tax return (the "Sears Tax Group") and were parties to a federal
income tax allocation agreement (the "Tax Sharing  Agreement").  Under the Tax
Sharing  Agreement, the Company, through the Corporation,  paid to or received
from the Sears Group the amount,  if any, by which the Sears Tax Group's federal
income tax  liability  was affected by virtue of inclusion of the Company in the
consolidated federal income tax return.

                                       F-12
<PAGE>





                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


As a result of the Sears distribution, the Allstate Group was no longer included
in the  Sears Tax Group, and the Tax Sharing Agreement was terminated.
Accordingly, the Allstate Group and Sears Group entered into a new tax sharing
agreement,  which adopts many of the principles of the Tax Sharing Agreement and
governs their respective rights and obligations with respect to federal income
taxes for all periods prior to the Sears  distribution, including the treatment
of audits of tax returns for such periods.

The Internal Revenue Service ("IRS") has completed its review of the Allstate
Group's income tax returns through the 1993 tax year. Any adjustments that may
result from IRS examinations of tax returns are not expected to have a material
impact on the financial position, liquidity or result of operations of the
Company.

The components of the deferred income tax assets and liabilities at December 31,
are as follow:
                                          1998          1997
                                          ----          ----
Deferred assets
Separate Accounts                         $   -      $   393
                                         ------       -------
Deferred liabilities
Unrealized net capital gains             (3,180)      (2,225)
Difference in tax bases of investments   (2,244)      (2,265)
Other liabilities                          (122)         (52)
                                        -------       -------
    Total deferred liabilities           (5,546)      (4,542)
                                        -------       -------
      Net deferred liability            $(5,546)     $(4,149)
                                         =======      =======

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

                                1998     1997      1996
                                ----     ----      ----

Current                       $ 3,262  $ 4,321   $ 3,082
Deferred                          442     (586)      (62)
                              -------  -------   -------
    Total income tax expense  $ 3,704  $ 3,735   $ 3,020
                              =======  =======   =======

The Company paid income taxes of $731, $4,116 and $2,864 in 1998, 1997 and 1996,
respectively.  The Company had a current income tax liability of $3,659 and
$1,128 at December 31, 1998 and 1997, respectively.

A  reconciliation of the statutory federal income tax rate to the effective
income tax rate on income from operations for the year ended December 31, is as
follows:

                                     1998      1997       1996
                                     ----      ----       ----
Statutory federal income tax rate    35.0%     35.0%      35.0%
Other                                  .7        .3         .1
                                     -----     -----      -----
Effective income tax rate            35.7%     35.3%      35.1%
                                     =====     =====      =====


                                       F-13
<PAGE>



                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



Prior to January 1, 1984, the Company was entitled to exclude certain amounts
from taxable income and accumulate such amounts in a "policyholder  surplus"
account. The balance in this account at December 31, 1998,  approximately $340,
will result in federal  income taxes  payable of $119 if distributed  by the
Company to ALIC. No provision for taxes has been made as the Company has no plan
to  distribute  amounts from this account.  No further additions to the account
have been permitted since the Tax Reform Act of 1984.


7.       Statutory Financial Information

Permitted statutory accounting practices
The Company prepares its statutory financial statements in accordance with
accounting principles and practices prescribed or permitted by the Nebraska
Department of Insurance.  Prescribed statutory accounting practices include a
variety of publications of the National Association of Insurance Commissioners
("NAIC"), as well as state laws,  regulations and general administrative rules.
Permitted statutory  accounting practices encompass all accounting practices not
so prescribed.  The Company does not follow any permitted statutory accounting
practices that have a significant impact on statutory surplus or statutory net
income.

The NAIC's codification initiative has produced a comprehensive guide of revised
statutory accounting principles.  While the NAIC has approved a January 1, 2001
implementation date for the newly developed  guidance, companies must adhere to
the implementation date adopted by their state of domicile.  The Company's state
of domicile, Nebraska, is continuing its comparison of codification and current
statutory accounting requirements to determine the necessary revisions to
existing state laws and regulations. The requirements are not expected to have a
material impact on the statutory surplus of the Company.

Dividends
The ability of the Company to pay dividends is dependent on business conditions,
income, cash requirements of the Company and other relevant factors. The payment
of shareholder dividends by insurance companies without the prior approval of
the state insurance regulator is limited to formula amounts based on net income
and capital and surplus,  determined in  accordance with statutory accounting
practices, as well as the timing and amount of dividends paid in the preceding
twelve months. The maximum amount of dividends that the Company can distribute
during 1999 without prior approval of the Nebraska Department of Insurance is
$14,434.

                                       F-14
<PAGE>






                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


8.   Commitments and Contingent Liabilities

Leases

The Company leases certain office facilities.  Total rent expense for all leases
was  $1,358, $1,274 and $1,039 in 1998,  1997 and 1996,  respectively.  Minimum
rental commitments under  noncancelable operating leases with initial or
remaining term of more than one year as of December 31, are as follows:


                                                  1998
                                                  ----
                            1999                 $1,395
                            2000                  1,174
                            2001                     12
                            2002                     12
                            2003                     12
                            Thereafter              276
                                                 -------
                                                 $2,881
                                                 ======
In 1998, the Company accrued lease cancellation charges of $1,100 in
anticipation of terminating a particular lease, included in the table above, for
office space which is expected to be vacated by the end of 1999.

Regulation and legal proceedings
The Company's business is subject to the effects of a changing social, economic
and regulatory environment. Public and regulatory initiatives have varied and
have included employee benefit regulation, controls on medical care costs,
removal of barriers  preventing banks from engaging in securities and insurance
business, tax law changes affecting the taxation of insurance companies, and
tax treatment of insurance  products and its impact on the relative
desirability of various personal investment vehicles,  and proposed
legislation to prohibit the use of gender in determining insurance rates and
benefits. The ultimate changes and eventual effects, if any, of these
initiatives are uncertain.

From time to time the Company is involved in pending and  threatened  litigation
in the normal course of its business in which claims for monetary damages are
asserted. In the opinion of management, the ultimate liability, if any, arising
from such pending or threatened litigation is not expected to have a material
effect on the results of operations, liquidity or financial position of the
Company.


                                       F-15
<PAGE>





<TABLE>
<CAPTION>



                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



9.       Other Comprehensive Income

The components of other comprehensive income on a pretax and after-tax basis for
the year ended December 31, are as follows:

                                        1998                              1997                             1996
                               -----------------------------   -----------------------------     ----------------------------
<S>                           <C>        <C>        <C>         <C>        <C>     <C>            <C>        <C>        <C>
                                                      After-                          After-                          After-
                              Pretax       Tax       tax        Pretax      Tax      tax         Pretax      Tax        tax
                              ------     ------    --------     -------     ----     ------      -------     ----     ------
Unrealized capital gains
and losses:
- -------------------------
Unrealized holding
   gains (losses) arising
   during the period          $ 2,863   $(1,002)   $ 1,861    $ 3,602  $ (1,260) $   2,342     $  (4,912)   $ 1,719   $ (3,193)
Less: reclassification
   adjustment for
   realized capital gains
   included in net income         134       (47)        87         17        (6)        11             6       (2)          4
                               -------   -------    -------    -------   --------   -------      -------    -------    -------
Unrealized net capital
   gains (losses)               2,729      (955)     1,774      3,585    (1,254)     2,331       (4,918)     1,721     (3,197)
                               -------    -------    ------    ------    -------   -------      --------    -------   --------
Other comprehensive
   income                     $ 2,729    $ (955)   $ 1,774    $ 3,585   $(1,254)   $ 2,331      $(4,918)   $ 1,721    $(3,197)
                               =======    =======   =======    =======   =======   =======      ========    =======   ========


</TABLE>


                                       F-16
<PAGE>




                          LINCOLN BENEFIT LIFE COMPANY
                            SCHEDULE IV- REINSURANCE
                                ($ in thousands)



                                    Gross                               Net
Year Ended December 31, 1998       amount           Ceded            amount
- ----------------------------      ------            -----            ------

Life insurance in force         $97,690,299  $    97,690,299  $            -
                                ===========  ===============  ==============
Premiums and contract charges:
         Life and annuities     $   287,839  $       287,839  $            -
         Accident and health          3,450            3,450               -
                                -----------  ---------------   -------------
                                $   291,289  $       291,289  $            -
                                ===========  ===============  ==============


                                  Gross                             Net
Year Ended December 31, 1997     amount           Ceded            amount
- ----------------------------     -------          ------           ------

Life insurance in force         $72,754,000    $72,754,000     $            -
                                ===========    ===========      =============
Premiums and contract charges:
         Life and annuities     $   277,825    $   277,825     $            -
         Accident and health         35,217         35,217                  -
                                -----------    -----------      -------------
                                $   313,042    $   313,042     $            -
                                ===========    ===========      =============


                                   Gross                             Net
Year Ended December 31, 1996       amount         Ceded             amount
- ----------------------------       ------         -----             ------

Life insurance in force         $51,514,000    $51,514,000   $            -
                                ============    ===========   =============
Premiums and contract charges:
         Life and annuities    $    191,475    $   191,475   $            -
         Accident and health          9,566          9,566                -
                               -------------  -----------    --------------
                               $    201,041    $   201,041   $            -
                               ============    ===========   ==============



                                       F-17
<PAGE>


<TABLE>
<CAPTION>


                          LINCOLN BENEFIT LIFE COMPANY
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


                                                                                     MARCH 31,  DECEMBER 31,
                                                                                       1999         1998
                                                                                   -----------  -----------
<S>                                                                                <C>           <C>

($ in thousands)                                                                   (UNAUDITED)

ASSETS
Investments
   Fixed income securities at fair value (amortized
     cost $151,857 and $149,898)                                                    $  157,777   $  158,984
   Short-term                                                                            4,191        3,675
                                                                                    ----------   ----------
        Total investments                                                              161,968      162,659

Cash                                                                                     1,112        1,735
Reinsurance recoverable from Allstate Life
    Insurance Company                                                                7,044,779    6,933,084
Reinsurance recoverable non-affiliates                                                 215,981      191,092
Receivable from affiliates, net                                                         40,761       37,103
Other assets                                                                            29,634       30,919
Separate Accounts                                                                      861,531      763,416
                                                                                    ----------   ----------
          TOTAL ASSETS                                                              $8,355,766   $8,120,008
                                                                                    ==========   ==========

LIABILITIES
Reserve for life-contingent contract benefits                                       $  373,997   $  338,069
Contractholder funds                                                                 6,878,531    6,785,070
Current income taxes payable                                                             4,566        3,659
Deferred income taxes                                                                    4,453        5,546
Other liabilities and accrued expenses                                                  73,275       64,470
Separate Accounts                                                                      861,531      763,416
                                                                                    ----------   ----------
          TOTAL LIABILITIES                                                          8,196,353    7,960,230
                                                                                    ----------   ----------

COMMITMENTS AND CONTINGENT LIABILITIES (NOTE 4)

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                                                                         36,315       34,622

Accumulated other comprehensive income:
    Unrealized net capital gains                                                         3,848        5,906
                                                                                    ----------   ----------
           TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME                                  3,848        5,906
                                                                                    ----------   ----------
           TOTAL SHAREHOLDER'S EQUITY                                                  159,413      159,778
                                                                                    ----------   ----------
           TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                               $8,355,766   $8,120,008
                                                                                    ==========   ==========

<FN>

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


                                       F-18
<PAGE>


<TABLE>
<CAPTION>


                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                            THREE MONTHS ENDED
                                                                                  MARCH 31,
                                                                         -----------------------
($ in thousands)                                                             1999        1998
                                                                         ----------   ----------
<S>                                                                      <C>          <C>

                                                                                (UNAUDITED)

REVENUES
Net investment income                                                    $    2,621   $    2,579
Realized capital gains and losses                                                 1         --
                                                                         ----------   ----------

INCOME BEFORE INCOME TAX EXPENSE                                              2,622        2,579

Income tax expense                                                              929          912
                                                                         ----------   ----------

NET INCOME                                                               $    1,693   $    1,667
                                                                         ==========   ==========


<FN>

See notes to consolidated financial statements.

</FN>
</TABLE>


                                       F-19
<PAGE>



<TABLE>
<CAPTION>

                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                       THREE MONTHS ENDED
                                                                                             MARCH 31,
                                                                                 ----------------------------
($ in thousands)                                                                    1999              1998
                                                                                 -----------       ----------
                                                                                         (UNAUDITED)
<S>                                                                              <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                       $    1,693        $    1,667
Adjustments to reconcile net income to net
    cash provided by operating activities
      Amortization and other non-cash items                                              20                11
      Realized capital gains and losses                                                  (1)                -
      Changes in:
        Life-contingent contract benefits and
          contractholder funds                                                       (1,561)              213
        Income taxes payable                                                            922               913
        Other operating assets and liabilities                                          646              (781)
                                                                                 ----------        ----------
           Net cash provided by operating activities                                  1,719             2,023
                                                                                 ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
    Investment collections                                                            4,986             1,792
    Investment purchases                                                             (6,812)           (3,070)
Change in short-term investments, net                                                  (516)           (3,473)
                                                                                 ----------        ----------
           Net cash used in investing activities                                     (2,342)           (4,751)
                                                                                 ----------        ----------

NET DECREASE IN CASH                                                                   (623)           (2,728)
CASH AT BEGINNING OF PERIOD                                                           1,735             4,220
                                                                                 ----------        ----------
CASH AT END OF PERIOD                                                            $    1,112        $    1,492
                                                                                 ==========        ==========


<FN>


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



                                       F-20
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    BASIS OF PRESENTATION

              The accompanying  consolidated  financial  statements  include the
       accounts of Lincoln  Benefit  Life  Company  ("LBL") and its wholly owned
       subsidiary,  Allstate  Financial  Distributors,  Inc.,  (formerly Lincoln
       Benefit   Life   Financial    Services)   a   registered    broker-dealer
       (collectively,  the  "Company").  LBL is a  wholly  owned  subsidiary  of
       Allstate  Life  Insurance  Company  ("ALIC"),  which is  wholly  owned by
       Allstate  Insurance  Company  ("AIC"),  a wholly owned  subsidiary of The
       Allstate  Corporation (the "Corporation").  These consolidated  financial
       statements  have been  prepared in  conformity  with  generally  accepted
       accounting principles.

              The  consolidated  financial  statements and notes as of March 31,
       1999 and for the three  month  periods  ended March 31, 1999 and 1998 are
       unaudited.  The consolidated financial statements reflect all adjustments
       (consisting only of normal recurring  accruals) which are, in the opinion
       of  management,  necessary  for the fair  presentation  of the  financial
       position,  results of operations and cash flows for the interim  periods.
       The  consolidated  financial  statements  and  notes  should  be  read in
       conjunction with the consolidated  financial statements and notes thereto
       included in the Lincoln  Benefit Life Company  Annual  Report on Form 10K
       for 1998. The results of operations for the interim periods should not be
       considered indicative of results to be expected for the full year.

              Effective  January 1,  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.  The adoption of this
        statement  was  immaterial to the  Company's  results of operations  and
        financial position.

              To  conform  with the 1999  presentation,  certain  amounts in the
       prior  years'  consolidated  financial  statements  and  notes  have been
       reclassified.


2.     REINSURANCE

              The Company has reinsurance agreements whereby premiums,  contract
       charges,  credited  interest,  policy  benefits and certain  expenses are
       ceded,  primarily to ALIC and  reflected net of such  reinsurance  in the
       consolidated statements of operations. The amounts shown in the Company's
       consolidated  statements of operations  relate to the investment of those
       assets  of  the  Company  that  are  not  transferred  under  reinsurance
       agreements.   Reinsurance   recoverable   and  the  related  reserve  for
       life-contingent  contract benefits and contractholder  funds are reported
       separately  in the  consolidated  statements of financial  position.  The
       Company  continues  to have primary  liability as the direct  insurer for
       risks reinsured.


                                       F-21
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


              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  financial  statements as those
       assets are owned and managed under the terms of  reinsurance  agreements.
       The following amounts were ceded to ALIC under reinsurance agreements.

                                                      THREE MONTHS ENDED
                                                            MARCH 31,
                                                 ----------------------------
       ($ in thousands)                            1999                 1998
                                                 --------             -------

       Premiums                                  $ 13,383             $ 9,148
       Contract charges                            31,897              24,569
       Credited interest, policy benefits,
           and expenses                           167,288             123,098


3.      COMPREHENSIVE INCOME

               The  components  of other  comprehensive  income on a pretax  and
        after-tax basis for the three months ended March 31, are as follows:

<TABLE>
<CAPTION>

       ($ in thousands)                                  1999                          1998
                                            ----------------------------    ---------------------------
                                                                  AFTER-                         AFTER-
                                             PRETAX      TAX       TAX       PRETAX     TAX       TAX
                                             ------      ---       ---       ------     ---       ---
<S>                                         <C>        <C>       <C>        <C>       <C>       <C>

       Unrealized capital gains and losses:
       ------------------------------------

       Unrealized holding (losses) gains
           arising during the period        $(3,165)   $ 1,108   $(2,057)   $    23   $     8   $    15
       Less: reclassification adjustment
           for realized net capital gains
           included in net income                 1         --         1         --        --        --
                                            -------    -------   -------    -------   -------   -------
       Other comprehensive
       (loss) income                        $(3,166)   $ 1,108    (2,058)   $    23   $     8        15
                                            =======    =======   -------    =======   =======   -------

Net income                                                         1,693                          1,667
                                                                 -------                        -------

Comprehensive (loss) income                                      $  (365)                       $ 1,682
                                                                 =======                        =======


</TABLE>


                                       F-22
<PAGE>




                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


      4.       REGULATION AND LEGAL PROCEEDINGS

               The  Company  is subject  to the  effects  of a changing  social,
      economic and regulatory  environment.  Public and  regulatory  initiatives
      have varied and have included efforts to adversely  influence and restrict
      premium rates,  restrict the Company's ability to cancel policies,  impose
      underwriting standards and expand overall regulation. The ultimate changes
      and eventual effects, if any, of these initiatives are uncertain.

               Various other legal and regulatory  actions are currently pending
      that involve the Company and specific  aspects of its conduct of business.
      In the opinion of management,  the ultimate  liability,  if any, in one or
      more of these  actions  in excess of  amounts  currently  reserved  is not
      expected to have a material effect on the results of operations, liquidity
      or financial position of the Company.


                                       F-23
<PAGE>

                                    APPENDIX

              ILLUSTRATIONS OF SURRENDER VALUES AND DEATH BENEFITS

The following tables illustrate how the Surrender Values and Death Benefits of a
Policy change with the investment experience of the Portfolios.  The tables show
how the Surrender Values and Death Benefits of a Policy covering Insured Persons
of a given age and  underwriting  risk  classification  and payment of specified
annual Premiums would vary over time if the investment return on the assets held
in the underlying  Portfolio(s) was a uniform,  gross,  after-tax annual rate of
0%, 6%, or 12%. The tables on pages A-2 and A-3  illustrate a Policy  covering a
male,  age 55 and a female age 55, a $1,000,000  Face Amount,  under a preferred
nonsmoker risk classification and Death Benefit Option 1.


The illustrations assume annual payment of $2,594.  Payment of this Premium each
year  would  guarantee  Death  Benefit  coverage  for ten years,  regardless  of
investment performance, assuming no loans or withdrawals are taken.


The  illustration  on page A-2 assumes  current  charges  and cost of  insurance
rates, while the illustration on page A-3 assumes maximum guaranteed charges and
cost of  insurance  rates  (based on the 1980  Commissioners  Standard  Ordinary
Mortality Table)

The  amounts  shown for the Death  Benefit,  Policy  Value and  Surrender  Value
reflect the fact that the net investment return of the Subaccounts is lower than
the gross,  after-tax return on the assets held in the Portfolios as a result of
expenses paid by the Portfolios and charges levied against the Subaccounts.  The
values shown take into account the average daily  investment  advisory fees paid
by the Portfolios,  which is equivalent to an average annual rate of .69% of the
average daily net assets of the Funds,  and the average of other daily Portfolio
expenses,  which is equivalent to an average  annual rate of .15% of the average
daily net assets of the Funds. The illustrated  gross annual investment rates of
return of 0%, 6%, and 12%,  "Assuming  Current Costs"  correspond to approximate
net annual rates of -0.83%,  5.17%,  and 11.17%,  respectively.  The illustrated
gross annual investment rates of return of 0%, 6%, and 12%, "Assuming Guaranteed
Costs"  correspond to approximate  net annual rates of return of -0.83%,  5.17%,
and 11.17%,  respectively.  Also  reflected is our monthly  charge to the Policy
Value for assuming mortality and expense risks. The current charge for the first
fourteen Policy Years is an annual rate of .72% of the average net assets of the
Subaccounts,  with a  maximum  charge  of  .48%  of  average  daily  net  assets
thereafter.

The  hypothetical  values  shown in the tables do not  reflect  any  charges for
Federal  income taxes against the Separate  Account,  since we are not currently
making this charge.  However, this charge may be made in the future and, in that
event,  the gross annual  investment rate of return would have to exceed 0%, 6%,
and 12% by an amount  sufficient to cover the tax charge in order to produce the
Death  Benefits,  Policy  Values  and  Surrender  Values  illustrated  (see "Tax
Matters," page __).

The tables  illustrate  the Policy Values,  Surrender  Values and Death Benefits
that would  result  based upon the  hypothetical  investment  rates of return if
Premiums  are  paid as  indicated,  if all net  Premiums  are  allocated  to the
Separate Account,  and if no Policy loans are taken. The tables also assume that
you have not  requested an increase or decrease in the face amount of the Policy
and that no partial surrenders or transfers have been made.

Upon request, we will provide a comparable  illustration based upon the proposed
Insured  Persons'  actual age,  sex and  underwriting  classification,  the Face
Amount, Death Benefit option, the proposed amount and frequency of Premiums paid
and any available riders requested.




<PAGE>



                          LINCOLN BENEFIT LIFE COMPANY
            FLEXIBLE PREMIUM "LAST SURVIVOR" VARIABLE LIFE INSURANCE
                           HYPOTHETICAL ILLUSTRATIONS

                      MALE ISSUE AGE 55 FEMALE ISSUE AGE 55

                            Face Amount $1,000,000.00
                            Annual Premium Paid $2594
                           Preferred Non-Smoker Class
                             Death Benefit Option 1

                              Current Charge Rates

                          DEATH BENEFIT
                 Assuming Hypothetical Gross and
                 Net Annual Investment Return of
     Policy     0% Gross    6% Gross    12% Gross
      Year      [-0.83%] Net  [5.17%] Net  [11.17%] Net
       1         1,000,000     1,000,000     1,000,000
       2         1,000,000     1,000,000     1,000,000
       3         1,000,000     1,000,000     1,000,000
       4         1,000,000     1,000,000     1,000,000
       5         1,000,000     1,000,000     1,000,000
       6         1,000,000     1,000,000     1,000,000
       7         1,000,000     1,000,000     1,000,000
       8         1,000,000     1,000,000     1,000,000
       9         1,000,000     1,000,000     1,000,000
       10        1,000,000     1,000,000     1,000,000
       15        1,000,000     1,000,000     1,000,000
       20        1,000,000     1,000,000     1,000,000
       25        *             1,000,000     1,000,000
       35        *             *             *
       45        *             *             *


                                  POLICY VALUE
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of
         Policy       0% Gross      6% Gross12% Gross
         Year       [-0.83%] Net   [5.17%] Net [11.17%] Net
       1              852.33          947.22     1,042.96
       2            1,599.71        1,841.47     2,096.38
       3            2,211.77        2,647.57     3,127.68
       4            2,659.08        3,328.92     4,100.70
       5            2,924.36        3,859.79     4,988.82
       6            2,986.44        4,208.88     5,757.99
       7            2,783.20        4,301.23     6,327.39
       8            3,742.96        5,595.84     8,192.23
       9            4,439.12        6,691.79     9,988.39
       10           4,939.86        7,646.58    11,777.45
       15           6,164.62       11,803.24    22,539.65
       20           4,410.10       13,895.17    37,229.95
       25           *               6,945.16    51,682.07
       35           *               *           *
       45           *               *           *


                                 SURRENDER VALUE
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of
         Policy       0% Gross    6% Gross    12% Gross
         Year     [-0.83%] Net   [5.17%] Net   [11.17%] Net
       1                 0.00         0.00      0.00
       2                 0.00         0.00      0.00
       3                 0.00         0.00      0.00
       4                 0.00         0.00      0.00
       5                 0.00         0.00      0.00
       6                 0.00         0.00      0.00
       7                 0.00         0.00      0.00
       8                 0.00         0.00     42.63
       9                 0.00       579.59  3,876.19
       10                0.00     2,553.08   6,683.95
       15            6,164.62    11,803.24  22,539.65
       20            4,410.10    13,895.17  37,229.95
       25            *            6,945.16  51,682.07
       35            *            *          *
       45            *            *          *

Assumes the Premium shown is paid at the  beginning of each Policy Year.  Values
would be  different  if  Premiums  are paid  with a  different  frequency  or in
different amounts.

Assumes  that no  Policy  loans or  withdrawals  have  been  made.  An  asterisk
indicates lapse in the absence of additional Premium.

The  hypothetical  investment  rates of return shown above and elsewhere in this
Prospectus are illustrative  only and should not be deemed a  representation  of
past or future investment rates of return. Actual investment rates of return may
be more or less  than  those  shown and will  depend  on a number  of  different
factors,  including the investment allocations by the Policy owner and different
investment rates of return for the Portfolios.  The Death Benefit, Policy Value,
and  surrender  value for a Policy  would be  different  from those shown if the
actual  investment  rates of return averaged the rates shown above over a period
of years,  but fluctuated  above or below those  averages for individual  Policy
Years. No  representation  can be made by the Company or any Portfolio that this
assumed  investment rate of return can be achieved for any one year or sustained
over a period of time.




                          LINCOLN BENEFIT LIFE COMPANY
            FLEXIBLE PREMIUM "LAST SURVIVOR" VARIABLE LIFE INSURANCE
                           HYPOTHETICAL ILLUSTRATIONS

                      MALE ISSUE AGE 55 FEMALE ISSUE AGE 55

                            Face Amount $1,00,000.00
                            Annual Premium Paid $2594
                           Preferred Non-Smoker Class
                             Death Benefit Option 1

                             Guaranteed Charge Rates

                          DEATH BENEFIT
                 Assuming Hypothetical Gross and
                 Net Annual Investment Return of
     Policy     0% Gross    6% Gross    12% Gross
      Year      [-0.83%] Net  [5.17%] Net  [11.17%] Net
       1       1,000,000        1,000,000 1,000,000
       2       1,000,000        1,000,000 1,000,000
       3       1,000,000        1,000,000 1,000,000
       4       1,000,000        1,000,000 1,000,000
       5       1,000,000        1,000,000 1,000,000
       6       1,000,000        1,000,000 1,000,000
       7       1,000,000        1,000,000 1,000,000
       8       1,000,000        1,000,000 1,000,000
       9       1,000,000        1,000,000 1,000,000
       10      1,000,000        1,000,000  1,000,000
       15              *                *          *
       20              *                *          *
       25              *                *          *
       35              *                *          *
       45              *                *          *


                                  POLICY VALUE
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of
         Policy       0% Gross      6% Gross12% Gross
         Year      [-0.83%] Net   [5.17%] Net   [11.17%] Net
       1               831.87         926.08      1,021.17
       2             1,530.79       1,769.06      2,020.46
       3             2,072.31       2,498.06      2,967.73
       4             2,428.83       3,076.90      3,825.34
       5             2,565.84       3,460.59      4,544.74
       6             2,440.09       3,592.58      5,062.41
       7             1,995.41       3,399.96      5,294.30
       8             2,585.03       4,260.50      6,646.13
       9             2,663.77       4,642.40      7,607.92
       10            2,123.02       4,404.86      8,017.08
       15                   *              *          *
       20                   *              *          *
       25                   *              *          *
       35                   *              *          *
       45                   *              *          *


                                 SURRENDER VALUE
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of
         Policy       0% Gross    6% Gross    12% Gross
         Year      [-0.83%] Net   [5.17%] Net   [11.17] Net
       1                0.00         0.00         0.00
       2                0.00         0.00         0.00
       3                0.00         0.00         0.00
       4                0.00         0.00         0.00
       5                0.00         0.00         0.00
       6                0.00         0.00         0.00
       7                0.00         0.00         0.00
       8                0.00         0.00         0.00
       9                0.00         0.00     1,495.72
       10               0.00         0.00     2,923.58
       15                  *            *          *
       20                  *            *          *
       25                  *            *          *
       35                  *            *          *
       45                  *            *          *

Assumes the Premium shown is paid at the  beginning of each Policy Year.  Values
would be  different  if  Premiums  are paid  with a  different  frequency  or in
different amounts.

Assumes  that no  Policy  loans or  withdrawals  have  been  made.  An  asterisk
indicates lapse in the absence of additional Premium.

The  hypothetical  investment  rates of return shown above and elsewhere in this
Prospectus are illustrative  only and should not be deemed a  representation  of
past or future investment rates of return. Actual investment rates of return may
be more or less  than  those  shown and will  depend  on a number  of  different
factors,  including the investment allocations by the Policy owner and different
investment rates of return for the Portfolios.  The Death Benefit, Policy Value,
and  surrender  value for a Policy  would be  different  from those shown if the
actual  investment  rates of return averaged the rates shown above over a period
of years,  but fluctuated  above or below those  averages for individual  Policy
Years. No  representation  can be made by the Company or any Portfolio that this
assumed  investment rate of return can be achieved for any one year or sustained
over a period of time.



                           PART II - OTHER INFORMATION


                           UNDERTAKING TO FILE REPORTS

     Subject  to the terms and  conditions  of Section  15(d) of the  Securities
Exchange Act of 1934, as amended,  the undersigned  registrant hereby undertakes
to file with the  Securities  and Exchange  Commission  such  supplementary  and
periodic information, documents, and reports as may be prescribed by any rule or
regulation of the Commission  heretofore or hereafter  duly adopted  pursuant to
authority conferred in that section.

                      REPRESENTATION AS TO FEES AND CHARGES

Lincoln  Benefit  Life  Company  hereby  represents  that the  fees and  charges
deducted  under the  Flexible  Premium Last  Survivor  Variable  Universal  Life
Insurance  Policy  hereby  registered  by  this  Registration  Statement  in the
aggregate  are  reasonable  in relation to the services  rendered,  the expenses
expected to be incurred, and the risks assumed by Lincoln Benefit Life Company.

                     REPRESENTATION PURSUANT TO RULE 6e-3(T)

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

                        UNDERTAKING AS TO INDEMNIFICATION

         Insofar as  indemnification  for liability arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to directors,
officers and  controlling  persons of the  Registrant,  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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                     CONTENTS OF THIS REGISTRATION STATEMENT

This Registration Statement consists of the following papers and documents:

     Facing Sheet
     Cross-Reference Sheet
     Prospectus consisting of 40 pages
     Undertaking to File Reports
     Undertaking As To Indemnification
     Representation As To Fees and Charges
     Representation Pursuant to Rule 6e-3(T)
     Signature Pages
     Exhibits

                                      II-1


<PAGE>


                                  EXHIBIT LIST

1.   Exhibits required by paragraph A of the instructions as to Exhibits of Form
     N-8B-2

     (1)  Resolution  of the Board of Directors of Lincoln  Benefit Life Company
          authorizing  establishment  of the Lincoln  Benefit Life Variable Life
          Account (1)

     (2)  Custodian Agreement (not applicable)

     (3)  (a) Form of Principal Underwriting Agreement (3)

          (b)  Form of Selling Agreement (4)


          (c)  Schedule of Sales Commissions - filed herewith


     (4)  Other Agreements  between the depositor,  principal  underwriter,  and
          custodian   with  respect  to  Registrant  or  its   securities   (not
          applicable)


     (5)  Specimen Policy (5)


     (6)  (a) Articles of  Incorporation  of Lincoln  Benefit Life  Company,  as
          amended (1)

          (b)  By-laws of Lincoln Benefit Life Company (1)

     (7)  Insurance Company Blanket Bond (1)

     (8)  Participation Agreements

          (a)  Fund  Participation  Agreement  between  Janus  Aspen  Series and
               Lincoln Benefit Life Company (1)

          (b)  Participation  Agreement  among Lincoln  Benefit Life Company and
               Variable  Insurance  Products  Fund  and  Fidelity   Distributors
               Corporation (1)

          (c)  Participation  Agreement  among Lincoln  Benefit Life Company and
               Variable  Insurance  Products  Fund II and Fidelity  Distributors
               Corporation (1)

          (d)  (1)  Participation  Agreement  among  The  Alger  American  Fund,
               Lincoln   Benefit  Life  Company  and  Fred  Alger  and  Company,
               Incorporated (1)

               (2)  Service Agreement  between Fred Alger  Management,  Inc. and
                    Lincoln Benefit Life Company (1)

          (e)  (1)   Participation   Agreement  between  Scudder  Variable  Life
               Investment Fund and Lincoln Benefit Life Company (1)

               (2)  Reimbursement  Agreement by and between  Scudder,  Stevens &
                    Clark, Inc. and Lincoln Benefit Life Company (1)


                                      II-2


<PAGE>


               (3)  Participating  Contract and Policy Agreement between Scudder
                    Investor  Services,   Inc.  and  Lincoln  Benefit  Financial
                    Services. (1)

          (f)  Form  of  Participation  Agreement  among  Lincoln  Benefit  Life
               Company,   Strong  Variable   Insurance   Funds,   Inc.,   Strong
               Opportunity Fund II, Inc., Strong Capital  Management,  Inc., and
               Strong Funds Distributors, Inc. (1)

          (g)  Form of  Participation  Agreement  among  T.  Rowe  Price  Equity
               Series,  Inc., T. Rowe Price International  Series, Inc., T. Rowe
               Price Investment Services, Inc., and Lincoln Benefit Life Company
               (1)

          (h)  Form of  Participation  Agreement  among MFS  Variable  Insurance
               Trust, Lincoln Benefit Life Company, and Massachusetts  Financial
               Services Company (1)

          (i)  Fund   Participation   Agreement  between  Lincoln  Benefit  Life
               Company,  Insurance  Management  Series and Federated  Securities
               Corp. (1)

     (9) Other Material Contracts (not applicable)


     (10) Form of Application for Policy (5)

2.   Opinion and Consent of Counsel - filed herewith


3.   All financial statements omitted from the prospectus (not applicable)

4.   Not applicable

5.   Financial Data Schedule (not applicable)


6.   Procedures   memorandum  pursuant  to  Rule   6e-3(T)(b)(12)(iii)  -  filed
     herewith

7.   Actuarial Opinion and Consent - filed herewith

     (a)  Consent of Independent Auditors - filed herewith

     (b)  Consent of Attorneys - filed herewith

9.   Table of Surrender Charge Factors and Percentages - filed herewith


     (1)  Incorporated  by  reference  to Form  S-6  Registration  Statement  of
          Lincoln Benefit Life Variable Life Account, filed March 11, 1998 (File
          No. 33-47717).

     (2)  Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6
          Registration  Statement of Lincoln Benefit Life Variable Life Account,
          filed July 23, 1998 (File No. 33-47717).


     (3)  Incorporated  by reference to  Post-Effective  Amendment No. 1 to Form
          S-6 of Lincoln  Benefit Life Variable Life Account,  filed January 22,
          1999 (File No. 333-47717).


     (4)  Incorporated  by reference to  Post-Effective  Amendment No. 3 to Form
          N-4, filed April 1, 1999 (File No. 333-50545, 811-7924)


     (5)  Incorporated by reference to Registration Statement on Form S-6, filed
          April 22, 1999 (file No. 333-76799).


                                      II-3


<PAGE>


                                   SIGNATURES


     As required by the  Securities  Act of 1933, the registrant has duly caused
this Pre-Effective  Amendment to the Registration  Statement to be signed on its
behalf in the City of Lincoln, State of Nebraska, on the 19 day of July, 1999.


                   LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
                                  (Registrant)

                        BY: LINCOLN BENEFIT LIFE COMPANY
                                   (Depositor)


                    By: /s/ B. Eugene Wraith
                        ---------------------------
                    B. Eugene Wraith
                    President and Chief Operating Officer


     As required by the Securities Act of 1933, this Pre-Effective  Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:


/s/ B. Eugene Wraith
- -------------------------

B. Eugene Wraith              President, Chief Operating         July 19, 1999
(Principal Executive          Officer and Director

Officer)


/s/ Lawrence W. Dahl
- -------------------------     Executive Vice President
Lawrence W. Dahl              and Director                      July 19, 1999


/s/ Robert E. Rich
- -------------------------

Robert E. Rich                Executive Vice President          July 19, 1999
                              and Director


/s/ Marvin P. Ehly
- -------------------------

Marvin P. Ehly                Senior Vice President,            July 19, 1999
(Principal Financial          Treasurer and Director

Officer)

/s/ Janet P. Anderbery
- -------------------------

Janet P. Anderbery            Vice President                    July 19, 1999
(Principal Accounting         and Controller

Officer)

/s/ John H. Coleman
- -------------------------

John H. Coleman, III          Director                          July 19, 1999



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

Peter H. Heckman              Chairman of the Board             July 19, 1999
                              and Chief Executive Officer



                                      II-5

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

Louis G. Lower, II            Director                          July 19, 1999


/s/ John J. Morris
- -------------------------

John J. Morris                Director                          July 19, 1999


/s/ Douglas F. Gaer
- -------------------------

Douglas F. Gaer               Director                          July 19, 1999



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

Kevin Slawin                  Director                          July 19, 1999



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

Michael J. Velotta            Director                          July 19, 1999


/s/ Dean M. Way
- -------------------------

Dean M. Way                   Director                          July 19, 1999


/s/ Carol S. Watson
- -------------------------

Carol S. Watson               Director                          July 19, 1999



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

Patricia W. Wilson            Director                          July 19, 1999



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

Thomas J. Wilson, II          Director                          July 19, 1999







                                      II-6


<PAGE>


                                INDEX TO EXHIBITS
                                       FOR
                       REGISTRATION STATEMENT ON FORM S-6
                   LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

EXHIBIT NO.             SEQUENTIAL PAGE NO.
- -----------  -----------------------------------------

1(3)(C)        Schedule of Sales Commissions
2              Opinion and Consent of Counsel
6              Procedures Memorandum
7              Actuarial Opinion and Consent
8(a)           Consent of Independent Auditors
 (b)           Consent of Attorneys
9              Table of Surrender Charge Factors and Percentages





                                      II-7


                                                                Exhibit 1 (3)(c)

                             SCHEDULE OF COMMISSIONS

Subject  to the terms and  conditions  of the  Selling  Agreement,  you shall be
compensated  according to the following  schedule of the policy forms shown. The
payment of commissions is subject to the rules and practices of Lincoln  Benefit
Life  Company  ("LBL  or  COMPANY").  By  submission  of an  application  or the
acceptance  of  commission,  you  agree to be bound  by the  provisions  of this
schedule.

The  registered  representative  may elect to receive  commissions  pursuant  to
either  Option A, B, or C as described  below,  with the exception of Investor's
Select VUL. The broker/dealer only may select Option A or B on Investor's Select
VUL for all registered representatives.
<TABLE>
<CAPTION>

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

Plan Name                                     Plan #      % Of Premium       Trail Commissions
- ----------------------------------------------------------------------------------------
<S>                                             <C>            <C>                   <C>
Consultant SL                               VUL-9900
  Option A-First Year Target Premium                            95                    -
      First Year Excess and Renewal
      Years 2-5
                  Issue Ages:  0-59                              3                    -
                                60+                              2                    -
      Trail Commission (Years 6+)                                                   .25


  Option B-First Year Target Premium                             80
      First Year Excess and Renewal
      Years 2-5
                  Issue Ages:  0-59                              2
                                60+                              1

      Trail Commission  (Years 2-14)                                                .60
                         (Years 15+)                                                .25
- ----------------------------------------------------------------------------------------
</TABLE>


                             VARIABLE UNIVERSAL LIFE

(a)  All  premium  paid into the  policy  during  the  first 12  months  will be
     credited to the first year target  premium until the full first year target
     premium  has been paid.  Any  excess  first year  premium  and all  renewal
     premium will be commissioned as stated in the table.

(b)  If a term plan is exchanged  for a variable  universal  life  policy,  full
     first year  commissions  will be paid on the premium  actually  paid by the
     policy owner.  No commission  will be payable on premiums which are paid by
     applying a premium exchange allowance.

(c)  No first year  commission  will be paid on any  additional  target  premium
     resulting from a temporary substandard extra premium.

(d)  Renewal  commissions will not be paid on premiums paid under a continuation
     of premium rider.

(e)  If the withdrawal charges are waived by the COMPANY when an existing policy
     value is rolled over to a new policy, commissions on the new policy will be
     reduced in accordance with the COMPANY'S published rules.

(f)  The Primary Insured Term Riders ("Prime Term Rider") for Investor's  Select
     VUL and  Consultant  VUL do not  increase  target  premium for these plans.
     Premium  paid in the first year  toward the Prime Term Rider  "safety  net"
     will be commissioned at the excess/renewal rate.

(g)  For Consultant SL:

     1.   Under Option A and B, the trail commission will be paid quarterly at a
          rate of .0625% for Option A, and .15% (Years  2-14) and .0625%  (Years
          15+) for  Option  B,  respectively,  of the net  policy  value for all
          Policies at least 15 months old. If neither  Option A nor B is elected
          by the registered  representative,  compensation at all levels will be
          paid under Option A.

     2.   An increase  in face amount  after issue will result in an increase in
          target premium based on insured's attained age at time of increase.

     3.   "Issue Age" refers to the youngest of the two primary insureds.



                                                                       Exhibit 2

                                        July 19, 1999

Lincoln Benefit Life Company
Lincoln Benefit Life Centre
Lincoln, Nebraska 68501-0469

     Re:  Lincoln Benefit Life Company
          Registration Statement on Form S-6 (File No. 333-76799)

Dear Sirs:

     This opinion is furnished in connection  with the filing of a  Registration
Statement  on Form  S-6  ("Registration  Statement")  by  Lincoln  Benefit  Life
Variable Life Account ("Separate Account"). The Registration Statement covers an
indefinite amount of interests under the variable portion of Individual Variable
Universal Life Insurance Policies  ("Policies")  offered by Lincoln Benefit Life
Company  ("Lincoln  Benefit").  Premiums  paid  under  variable  universal  life
insurance  policies  offered  by Lincoln  Benefit  may be  allocated  by Lincoln
Benefit to the Separate  Account in accordance  with the owners'  direction with
reserves established by Lincoln Benefit to support such Policies.

     The Policies are designed to provide life  insurance  protection and are to
be offered in a manner  described  in the  Prospectus  which is  included in the
Registration Statement.

     The Policies will be sold only in jurisdictions authorizing such sales.

     I have  examined  all such  corporate  records of Lincoln  Benefit and such
other documents and laws as I consider  appropriate as a basis for this opinion.
On the basis of such examination, it is my opinion that:

1. Lincoln  Benefit is a corporation  duly organized and validly  existing under
the laws of the State of Nebraska.

2.       The  Separate  Account  is an account  established  and  maintained  by
         Lincoln  Benefit  pursuant to the laws of the State of Nebraska,  under
         which income,  gains and losses,  whether or not realized,  from assets
         allocated  to  the  Separate  Account,  are,  in  accordance  with  the
         Policies,  credited to or charged against the Separate  Account without
         regard to other income, gains or losses or Lincoln Benefit.

3.       Assets  allocated  to the  Separate  Account  will be owned by  Lincoln
         Benefit.  The  Policies  provide  that the portion of the assets of the
         Separate  Account  equal to the reserves  and other Policy  liabilities
         with  respect  to the  Separate  Account  will not be  chargeable  with
         liabilities with respect to the Separate Account will not be chargeable
         with liabilities  arising out of any other business Lincoln Benefit may
         conduct.

4.       When issued and sold as  described  above,  the  Policies  will be duly
         authorized and will constitute  validly issued and binding  obligations
         of Lincoln Benefit in accordance with their terms.

     I  hereby  consent  to  the  use  of  this  opinion  as an  exhibit  to the
Registration Statement.

                                        Yours truly,

                                        /s/ Carol S. Watson

                                        Carol S. Watson
                                        Senior Vice President and
                                          General Counsel



                                                                       Exhibit 6


                   LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
                          LINCOLN BENEFIT LIFE COMPANY



                                  EXHIBIT NO. 6

                              PROCEDURES MEMORANDUM
                        PURSUANT TO RULE 6e-3(T)(b)12(ii)


                   Description of Lincoln Benefit's Purchase,
                Redemption, and Transfer Procedures for Policies

This document sets forth the administrative  procedures that will be followed by
Lincoln Benefit Life Company ("LBL") in connection with the issuance of its Last
Survivor Flexible Premium Variable Life Insurance Policy ("Policy") described in
this  Registration  Statement,  the transfer of assets held thereunder,  and the
redemption by Policyowners of their interest in the Policies.

1.       "Public Offering Price:"  Purchase and Related Transactions
Set out below is a summary of the principal Policy provisions and administrative
procedures  which might be deemed to constitute,  either directly or indirectly,
issuance,  transfer,  and redemption  procedures under flexible premium variable
life  insurance  policies to the extent  necessary to comply with Rule  6e-3(T),
state  administrative law or established  administrative  procedures of the life
insurance  company.  The summary shows that,  because of the insurance nature of
the Policies,  the procedures involved necessarily differ in certain significant
respects  from the  procedures  for  mutual  funds and  contractual  plans.  The
summary,  while  comprehensive,  does not  attempt  to  address  each and  every
procedure or variation which might occur.

         A.       Premium Schedules and Underwriting Standards
         Premiums  for the Policies  will not be the same for all  Policyowners.
         LBL will  require the  Policyowners  to pay a required  Premium for the
         first Policy Year.  Policyowners will also determine a planned periodic
         Premium  payment  schedule that  provides a level Premium  payable at a
         fixed  interval for a specified  period of time.  Payment of Premium in
         accordance with this schedule is not, however, mandatory and failure to
         do  so  will  not  of  itself  cause  the  Policy  to  lapse.  Instead,
         Policyowners  may make Premium payments in any amount in any frequency,
         subject  only to the  maximum  Premium  limitation.1  If at any  time a
         Premium is paid which  would  result in total  Premiums  exceeding  the
         current maximum Premium  limitation,  LBL will accept only that portion
         of the Premium which will make total  Premiums  equal that amount.  Any
         portion of the Premium in excess of that amount will be returned to the
         Policyowners  and no further Premiums will be accepted until allowed by
         the current  maximum  Premium  limitations  or unless the  Policyowners
         increase the face amount of the Policy.

         The Policy will remain in force so long as the Net  Surrender  Value is
         sufficient  to pay  certain  monthly  charges  in  connection  with the
         Policy,  or if the total  payments  made,  net of any loans or  partial
         withdrawals, equal or exceed cumulative monthly Safety Net premiums, or
         cumulative  Age 100 No Lapse  premiums,  as defined in the Policy.  The
         amount of a  Premium,  if any,  that must be paid to keep the Policy in
         force  depends upon the Net Surrender  Value,  which in turn depends on
         such  factors  as the  investment  experience,  the  cost of  insurance
         charge,  administrative charges, and surrender charges. In addition, if
         outstanding loans are present, by definition, Policy Debt must be taken
         into account.

         The cost of insurance  rate utilized in computing the cost of insurance
         charge will not be the same for each  combination of two Insureds.  The
         chief  reason is that the  principle  of pooling  and  distribution  of
         mortality  risks is based upon the assumption  that each Insured incurs
         an insurance rate  commensurate with his or her mortality risk which is
         actuarially  determined  based upon  factors  such as issue  age,  sex,
         duration,   and  risk  classification.   Accordingly,   while  not  all
         Policyowners  will be subject to the same cost of insurance rate, there
         will be a single "rate" for all policies with the same  combination  of
         two Policyowners in a given actuarial category.

         The  Policies  will  be  offered  and  sold  pursuant  to   established
         underwriting  standards and in accordance  with state  insurance  laws.
         State insurance laws prohibit unfair discrimination among Policyowners,
         but recognize that Premiums and charges must be based upon factors such
         as age, sex, health, and occupation.

         The policy  offered by LBL  contains an  exchange  of policy  provision
         under  which the owners  can  exchange  the Policy for a fixed  benefit
         policy.  This exchange will be implemented by  transferring  the policy
         value to the Fixed Account and removing the Policyowners'  future right
         to allocate funds to the Separate Account.

         The exchange shall be subject to the following rules:

          (1)  The exchange  must be made within 24 months after the issuance of
               the  existing  policy or within 24 months of an  increase in face
               amount.

          (2)  We may require the  Policyowners  to return the contract to us to
               amend before this exchange will be processed.

          (3)  No transfer fee will be assessed to complete the exchange.

          (4)  Premiums  for the new Policy will be based on the same issue ages
               and risk classifications of the Insureds as the existing Policy.

          (5)  No evidence of  insurability  will be required at the time of the
               exchange.

          (6)  The  conversion  will be subject to an  equitable  adjustment  as
               required  by Rule  6e-3(T) to reflect  variances,  if any, in the
               payments and Policy Values under the new Policy.

         B.       Application and Initial Premium Processing
         Upon  receipt  of a  completed  application,  LBL will  follow  certain
         insurance underwriting (i.e.,  evaluation of risks) procedures designed
         to determine  whether the applicants  are  insurable.  This process may
         involve such  verification  procedures as medical  examinations and may
         require that further information be provided by the proposed applicants
         before a  determination  can be made. A Policy will not be issued until
         this underwriting procedure has been completed.

         If the required  minimum  Premium for the policy is submitted  with the
         application,  insurance coverage will ordinarily begin on the date that
         the Underwriting  Department  approves the Policy as applied for, based
         on  receipt  of  any  required  medical  examinations  or  other  items
         requested in  accordance  with LBL's  underwriting  requirements.  If a
         minimum Premium is not paid with the  application,  insurance  coverage
         will  ordinarily  begin on the  date the  policy  is  delivered  to the
         Policyowners and the required Premium is collected.  Insurance coverage
         may also  begin on any other  date  mutually  agreeable  to LBL and the
         Policyowner as long as such date complies with all applicable state and
         federal laws and regulations.

         After the Issue Date and after all outstanding  requirements  have been
         met,  LBL will  allocate  Net  Premiums  from the Policy to the Lincoln
         Benefit Life Variable Life Account  ("Separate  Account") and the Fixed
         Account on the date the Premium is received.

         The minimum face amount at issue is $250,000 under LBL's current rules.
         LBL reserves the right to revise its rules from time to time to specify
         a  different  minimum  face  amount  at issue for  subsequently  issued
         policies.

         C.       Premium Allocation
         In the application  for a Policy,  the  Policyowners  must allocate Net
         Premiums  (total  Premiums  less the  Premium  charge of 6% for years 1
         through 10, 4% for years 11 plus) among the Subaccounts of the Separate
         Account and the Fixed Account. All net premium payments received before
         the Issue Date will be held in LBL's  General  Account  until the Issue
         Date. No earnings or interest  will be credited  before the Issue Date.
         In most states,  LBL will allocate such net premiums to the Subaccounts
         and/or the Fixed  Account  the  Policyowner  has  selected on the Issue
         Date.  In the event  there are  outstanding  requirements  on the Issue
         Date,  such  as an  amendment  containing  a  material  change  to  the
         application  requiring the policyowner's  signature,  LBL will allocate
         such net premiums upon satisfaction of such requirements.

         If a state requires us to refund premium  payments during the free look
         period,  LBL  reserves  the right to keep the net premiums in the Money
         Market Portfolio for twenty days following the Issue Date (or longer if
         required by state law) before  allocating  them (plus earnings and less
         monthly   deductions)to   the   Subaccount(s)   or  Fixed  Account  the
         Policyowner  has  selected.  Currently,  LBL  intends to  allocate  net
         premiums among the  Subaccounts  of the Separate  Account and the Fixed
         Account, as identified in the application by the Policyowner,  upon the
         Issue Date.

         The  allocation  for future Net Premium  Payments may be changed at any
         time by written notice (or by telephone  notice,  if authorized) to LBL
         without payment of any fee or penalties.

         D.       Reinstatement
         A lapsed Policy may be reinstated  any time within five years after the
         date of lapse by submitting the following items to LBL:

          (1)  A written request for reinstatement;

          (2)  Evidence of insurability satisfactory to LBL;

          (3)  Payment of the monthly deductions for the Grace Period;

          (4)  Payment of a Premium  sufficient  to keep the Policy in force for
               at last three months; and

          (5)  Repayment or reinstatement of any loan.

         Upon approval of the application for reinstatement,  the effective date
         of reinstatement  will be the Monthly  Deduction Day on or prior to the
         date of approval.

         E.       Repayment of Indebtedness
         Outstanding indebtedness may be repaid at any time. Upon repayment, the
         Policy  Value  securing  the  repaid  portion  of the  debt in the Loan
         Account will be transferred to the Subaccounts of the Separate  Account
         or the Fixed  Account using the same  percentages  used to allocate Net
         Premiums.


         F.       Correction of Misstatement of Age or Sex
         If LBL  discovers  that either of the ages or sexes of the Insureds has
         been misstated,  LBL will adjust the Death Benefit of the Policy to the
         amount which the most recent deduction for cost of insurance would have
         been at the correct ages and sexes.

2.       Redemption Procedures:  Surrender and Related Transactions
This  section  outlines  those  procedures  which might be deemed to  constitute
redemptions  under the Policy.  These procedures  differ in certain  significant
respects from the redemption procedures for mutual funds and contractual plans.

         A.       Surrender Values
         As long as the Policy is in force,  the  policyowners may surrender the
         Policy or make a partial  withdrawal  at any time by  sending a written
         request to LBL. The amount  available  for  surrender  ("Net  Surrender
         Value") is the Policy Value less any  applicable  surrender  charge and
         Policy  Debt  at the  end of the  Valuation  period  during  which  the
         surrender request is received at LBL's home office. Net Surrender Value
         will be determined on a daily basis.  This will enable LBL to pay a Net
         Surrender  Value  based on the next  computed  value after a request is
         received.2  Surrenders from the Separate Account will generally be paid
         within  seven  days of  receipt of the  written  request.3  A charge is
         imposed for surrenders,  as explained in the Surrender Value section of
         the Policy.

         The  Policyowners  can obtain a portion of the Net  Surrender  Value by
         making a partial withdrawal from the Policy.

         A partial withdrawal may not reduce the Net Surrender Value below $500.
         The  minimum  withdrawal  at any time is  $500.  A  Partial  Withdrawal
         Service Fee of $10 will be subtracted from the withdrawal  proceeds.  A
         partial withdrawal will also affect the Policy Value and Death Benefit.

         Option 1.  Partial  withdrawals  generally  will affect both the Policy
         Value and the life  insurance  proceeds  payable under the Policy.  The
         Policy  Value will be reduced to reflect the amount of the  withdrawal.
         Moreover,  life  insurance  proceeds  payable  under  the  Policy  will
         generally  be reduced to reflect the amount of the partial  withdrawal.
         The face amount  remaining  after a partial  withdrawal may not be less
         than $50,000.  If increases in face amount previously have occurred,  a
         partial withdrawal will first reduce the face amount of the most recent
         increase,  then  the  most  recent  increases  successively,  then  the
         coverage under the original Policy.

         Option 2. Under Option 2, which  provides for life  insurance  proceeds
         equal to the face amount plus Policy Value, a reduction in Policy Value
         as a result of a partial  surrender will  typically  result in a dollar
         per dollar  reduction in the life insurance  proceeds payable under the
         Policy.

         The  Policyowners   must  allocate  a  partial   withdrawal  among  the
         Subaccounts  of  the  Separate  Account  and  the  Fixed  Account.  The
         Policyowner may not, however, withdraw from the Fixed Account more than
         the total withdrawal amount times the ratio of the Fixed Account to the
         total  policy value  immediately  prior to the  withdrawal.  Before any
         withdrawals can be made, a written request and proper  withholding form
         must be on file.

         The amount  payable  upon  complete  surrender of the Policy is the Net
         Surrender  Value  which  may be paid in a lump sum or under  one of the
         optional payment plans specified in the Policy. Proceeds will generally
         be paid within seven days of receipt of a request for surrender.

         B.        Death Benefits
         So long as it remains in force,  the Policy provides for the payment of
         life insurance  proceeds upon the death of the last surviving  Insured.
         Proceeds will be paid to a named Beneficiary or contingent Beneficiary.
         One or more  Beneficiaries  or contingent  Beneficiaries  may be named.
         Life  insurance  proceeds may be paid in a lump sum or under one of the
         optional  payment  plans  specified in the Policy.  The amount of Death
         Benefit proceeds payable will be determined at the end of the Valuation
         Period during which the Insured dies.

         Proceeds of the Policy will be reduced by any  outstanding  Policy debt
         and any due and unpaid  charges and increased by any benefits  added by
         rider.  Proceeds  will  ordinarily  be paid within seven days after LBL
         receives due Proof of Death and all other requirements deemed necessary
         have been satisfied.

         The death benefit will be based on:

          1.   The death benefit  option in effect on the date of death;  2. Any
               increases or decreases to the face amount.

         While both  insureds are alive,  the  Policyowners  may choose  between
         two death benefit options:

         If Option 1 is selected, the Death Benefit will be the greater of:

          1.   The face amount; or

          2.   The Policy Value multiplied by the applicable corridor percentage
               as described in the Policy.

         If Option 2 is selected, the Death Benefit will be the greater of:

          1.   The face amount plus the policy value; or

          2.   The Policy Value multiplied by the applicable corridor percentage
               as described in the Policy.

         Under Death Benefit Option 1, the Death Benefit will only vary whenever
         the  applicable  percentage  of Policy  Value  set forth in the  Policy
         exceeds the face amount of the Policy.  Under Death  Benefit  Option 2,
         the Death  Benefit  will  always  vary with the Policy  Value since the
         Death Benefit equals the face amount plus the Policy Value.

         Subject to certain  limitations,  Policyowners may increase or decrease
         the face  amount of a Policy.  A change in face  amount  may affect the
         cost of  insurance  rate and the net amount at risk,  both of which may
         affect a Policyowner's cost of insurance charge.

         Any  decrease in the face amount will become  effective  on the Monthly
         Deduction  Day on,  or  following,  receipt  of a written  request.  No
         decrease in the face amount will be  permitted  during the first policy
         year. The face amount  remaining in force after any requested  decrease
         may not be less  than  $250,000.  If  following  the  decrease  in face
         amount,   the  Policy  would  not  comply  with  the  maximum   Premium
         limitations  required by Federal tax law,  the  decrease may be limited
         (or if the  Policyowners so elect,  Policy Value may be returned to the
         Policyowners) to the extent necessary to meet these  requirements.  For
         purposes of determining the cost of insurance charge, a decrease in the
         face amount will reduce the face amount in the following  order: 1. The
         face  amount  provided by the most  recent  increase;  2. The next most
         recent increases  successively;  and 3. The face amount when the Policy
         was issued.

         For an  increase  in the face  amount,  a written  application  must be
         submitted.   LBL  may  also   require  that   additional   evidence  of
         insurability  be submitted.  The effective date of the increase will be
         the Monthly Deduction Day on or following approval of the increase.  An
         increase need not be  accompanied  by an additional  Premium;  LBL may,
         however,  deduct any charges associated with the increase from existing
         Policy  Value.  The face amount may not be increased  more than once in
         any 12-month period.

         Generally,  the Death  Benefit  option in effect  may be changed at any
         time by sending LBL a written request for change.  If the Death Benefit
         option is changed  from  Option 2 to Option 1, the face  amount will be
         increased by an amount equal to the Policy Value on the effective  date
         of change.  The  effective  date of such a change  will be the  Monthly
         Deduction  Day on or following  receipt of the request.  No evidence of
         insurability is required for a change from Option 2 to Option 1.

         If the Death  Benefit  option is changed from Option 1 to Option 2, the
         face amount will be decreased by an amount equal to the Policy Value on
         the effective  date of change.  This change may not be made if it would
         result in a face amount less than $250,000.  The effective date of such
         a change will be the Monthly Deduction Day on or following the date the
         request is received.  LBL does require evidence satisfactory as to both
         Insured Persons in the case of a change from Option 1 to Option 2.

         No charges will be imposed upon a change in Death Benefit  option,  nor
         will such a change in and of itself  result in an  immediate  change in
         the amount of the Policy Value.

         C.       Premium Refunds
         LBL will not normally  refund premium  payments  unless one of the
         following situations occurs:

          1.   The Insured is rated substandard during the underwriting  process
               and the Owner does not accept the rating.

          2.   The premium paid is in permanent  suspense  because  underwriting
               requirements were never completed.

          3.   The  delivery  period  has  expired  and  delivery  has not  been
               completed.

          4.   The Owner  exercises the Free Look  privilege in accordance  with
               state regulations.

          5.   The premium payment would disqualify the policy as life insurance
               coverage as defined under the Internal Revenue Code.

          6.   An application is declined by LBL.

         D.       Policy Loans
         So long as the Policy  remains in force,  the  Policyowners  may borrow
         money  from LBL using the  Policy  as the only  security  for the loan.
         Loans  have  priority  over the  claims  of any  assignee  or any other
         person.  The  maximum  amount  that may be  borrowed  at any time is 90
         percent  of the  Surrender  Value  at the end of the  Valuation  Period
         during which the loan request is received.  The minimum amount that may
         be borrowed is $250.00. Policy Debt equals the total of all outstanding
         Policy loans and any accrued interest on the loans.  Policy Debt may be
         repaid all or in part at any time.  Interest  on policy  loans  accrues
         daily and is due at the end of each Policy Year.  Any interest not paid
         when due becomes part of the Policy Loan and will bear  interest at the
         same rate.

         When a policy loan is made, a portion of the Policy Value sufficient to
         secure the loan will be transferred  to the Loan Account,  reducing the
         Policy Value in the Separate  Account and the Fixed  Account.  Any loan
         interest  that is due and  unpaid  will  also be  transferred.  Amounts
         transferred to the Loan Account will accrue  interest at an annual rate
         of 4.0  percent.  Policy  loans  will  usually  be  allocated  from the
         Subaccounts  and  the  Fixed  Account  in  the  percentages   that  the
         Policyowners specified for the allocation of Premiums. However, we will
         not withdraw  amounts  from the Fixed  Account  equaling  more than the
         total loan  multiplied  by the ratio of the Fixed Account to the Policy
         Value  immediately  preceding the loan.  LBL will  ordinarily  disburse
         proceeds of policy loans  within seven days after  receipt of a written
         request  although  postponement  of loans may take place under  certain
         circumstances.4

         An amount equal to Policy Value less all premiums  paid may be taken as
         a Preferred  Loan. The interest rate charged for Preferred Loans is 4.0
         percent  per year.  A Standard  Loan is the amount that may be borrowed
         from the sum of premiums paid.
         The Standard Loan interest rate is 6.0 percent per year.

         If the Policyowners  have a loan on a policy with another company,  and
         he/she is  terminating  that  policy to buy one from LBL,  usually  the
         Policyowners   would   repay  the  old  loan   during  the  process  of
         surrendering the old policy.  Income taxes on the interest earned could
         be due. LBL will permit the  Policyowners to carry the old loan over to
         the new LBL Policy  through a Tax Code Section 1035 tax-free  exchange,
         up to certain limits.  The use of a Section 1035 tax-free  exchange can
         avoid  income  tax  liability  that  would  be due if the old  loan was
         extinguished.

         If the Policyowners transfer a Policy Loan from another insurer as part
         of Section 1035 tax-free exchange, LBL will treat a loan of up to 20%
         of the Policy Value as a  Preferred  Loan.  If the  amount  due is more
         than 20% of the Policy Value, we will treat the excess as a Standard
         Loan.

         Policy Debt may not exceed the  Surrender  Value.  If Policy Debt would
         otherwise  exceed the Surrender  Value, LBL will notify the Policyowner
         and any assignee of record.  LBL will require a payment  sufficient  to
         keep the  policy  in force  for at least  three  more  months.  If such
         payment is not received within the grace period,  the Policy will lapse
         and terminate  without value (see "Policy  Lapse,"  below).  The Policy
         may, however, later be reinstated (see "Reinstatement," page 5).

         So long as the Policy  remains in force,  Policy  Debt may be repaid in
         whole  or in  part  at any  time  during  the  Insured's  life.  If the
         Policyowners do not designate the payment as a loan repayment, LBL will
         apply payments received as premium payments. Upon repayment, the Policy
         Value  securing the repaid portion of the debt in the Loan Account will
         be transferred to the Subaccounts of the Separate Account and the Fixed
         Account using the same  percentage  used to allocate Net Premiums.  Any
         outstanding  Policy Debt is  subtracted  from life  insurance  proceeds
         payable at the Insured's  death and from Surrender  Value upon complete
         surrender.

         E.       Policy Lapse
         The Policy will remain in force so long as the Net  Surrender  Value is
         sufficient to pay the monthly deduction. In the event the Net Surrender
         Value is insufficient to pay the monthly  deduction,  the  Policyowners
         will be given a sixty-one day period ("grace  period")  within which to
         make a premium  payment to avoid lapse.  The premium  required to avoid
         lapse must be  sufficient to keep the Policy in force for three months.
         The required  premium  will be set forth in a written  notice which LBL
         will send to the  Policyowners on the date that the Net Surrender Value
         is insufficient to meet the monthly deduction. The Policy will continue
         in force  through the grace period,  but if no payment is  forthcoming,
         the Policy will terminate at the end of the grace period.

         Notwithstanding  the above, the Policy will not terminate if either the
         Safety Net Premium or Age 100 No Lapse  provision is in effect  through
         payment of monthly  Safety Net or Age 100 No Lapse  premiums as defined
         in the  Policy.  If the last  surviving  Insured  dies during the grace
         period,  the Death Benefit payable will be reduced by the amount of the
         monthly  deduction  due and unpaid  and the  amount of any  outstanding
         Policy  Debt.  In  addition,  whenever  the  Policy  Debt  exceeds  the
         Surrender Value, the grace period provision will apply. A lapsed Policy
         may be reinstated  any time within 5 years after the date of lapse (see
         "Reinstatement," page 5).

3.     Transfers
The  Policyowner  may transfer  Policy  Values among  Subaccounts  and the Fixed
Account by written request or telephone  authorization.  Currently,  there is no
minimum  transfer  amount  except in states where a minimum  transfer  amount is
required by law (or if a transfer  is made as part of our Dollar Cost  Averaging
program as described below). LBL reserves the right to impose a minimum transfer
amount  in the  future.  We  currently  do not allow  Policy  Value in more than
twenty-one investment options, counting each Subaccount and the Fixed Account as
one option.  Therefore,  we will not allow  transfers  to exceed this limit.  In
addition,  there are additional restrictions on transfers from the Fixed Account
as described in the prospectus.

Under  our  automatic  Dollar  Cost  Averaging  program,  the  Policyowners  may
authorize us to transfer a fixed dollar amount at fixed intervals from the Fixed
Account or a Subaccount they choose to up to eight investment options, including
other  Subaccount or the Fixed Account.  The interval  between  transfers may be
monthly, quarterly, or annually, as selected by the Policyowners.  The transfers
will be made at the  Accumulation  Unit Value on the date of the  transfer.  The
transfers will continue until otherwise  instructed,  or until the chosen source
of transfer payments is exhausted. Currently, there is a minimum transfer amount
of $100 per transfer. We may change this minimum or grant exceptions.

Under Portfolio Rebalancing, the Policyowners may choose to have rebalances made
monthly, quarterly,  semi-annually, or annually. No more than eight subaccounts,
or seven  Subaccounts  and the Fixed  Account,  can be  included  in a Portfolio
Rebalancing program at one time.

Telephone  calls  authorizing  transfers must be completed by 4:00 p.m.  Eastern
time on a Valuation Date in order to be effected at the price determined on such
date.  Transfer  authorizations  whether  written  or by  telephone,  which  are
received  after  4:00  p.m.,  Eastern  time,  will be  processed  as of the next
Valuation Date. A proper telephone  authorization  form for transfers must be on
file.  Also, the telephone  transfer  privilege may be suspended,  modified,  or
terminated at any time without notice.

LBL utilizes  procedures  that it believes  provide  reasonable  assurance  that
telephone  authorized  transfers are genuine.  Such procedures include taping of
telephone  conversations with persons purporting to authorize such transfers and
requesting identifying information from such persons. Accordingly, LBL disclaims
any  liability  for  losses  resulting  from such  transfers  by reason of their
allegedly not having been  properly  authorized.  However,  if LBL does not take
reasonable steps to help ensure that such  authorizations  are valid, LBL may be
liable for such losses.

A  transfer  fee of $10  may be  assessed  on the  second  and  each  subsequent
transaction   in  each  calendar   month  in  which   transfers  are  made  from
Subaccount(s) to Subaccount(s). LBL is currently waiving this fee.

Transfers resulting from Policy Loans, the exercise of conversion rights, Dollar
Cost Averaging,  Portfolio Rebalancing, and reallocations of Policy Value at the
expiration of the free-look period will not be subject to a transfer charge.



                                                                       EXHIBIT 7

                                ACTUARIAL OPINION

         This opinion is supplied with the filing of a Registration Statement on
Form S-6, File No. 333-76799,  by the Lincoln Benefit Life Variable Life Account
(the "Separate  Account") and Lincoln Benefit Life Company  ("Lincoln  Benefit")
covering an  indefinite  amount of  interests  under  certain  flexible  premium
variable universal life insurance  policies (the "Policies")  offered by Lincoln
Benefit.  Premiums  received  under the  Policies  may be  allocated  by Lincoln
Benefit to the Separate  Account as described in the Prospectus  included in the
Registration Statement.

         I am familiar with the Policy  provisions  and the  description  in the
Prospectus and it is my opinion that the illustrations of death benefits, policy
values, and surrender values, included in the Appendix to the Prospectus,  based
on the assumptions stated in the  illustrations,  are consistent with the Policy
provisions.  The  Policy  rate  structure  has not  been  designed  to make  the
relationship  between  premiums  and  benefits,  as shown in the  illustrations,
appear more favorable to prospective male and female  nonsmokers age 55, than to
male and female  nonsmokers at other ages.  The preferred  nonsmoker  rate class
generally has a more favorable  rate  structure than other rate classes.  Female
rate classes  generally  have a more  favorable  rate  structure  than male rate
classes.

         The  current  and  guaranteed  monthly  mortality  rates  used  in  the
illustrations  have not been  designed  so as to make the  relationship  between
current and guaranteed  rates more favorable for the ages and sexes  illustrated
than for male and female nonsmokers at other ages. The preferred  nonsmoker rate
classes  generally  have  lower  monthly  mortality  rates  than the other  rate
classes.  The female rate classes  generally have lower monthly  mortality rates
than the male rate classes.

         I consent to the use of this opinion as an Exhibit to the  Registration
Statement and the reference to me under the heading "Experts" in the Prospectus.

                                                     Very truly yours,

                                                     /s/ Matt Monson

                                                     Matt Monson
                                                     Associate Actuary


                                                                    Exhibit 8(a)


INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Pre-Effective  Amendment to Registration Statement
No.  333-76799 of Lincoln  Benefit Life Variable Life Account of Lincoln Benefit
Life Company on Form S-6 of our report dated  February 19, 1999  relating to the
consolidated  financial  statements and financial  statement schedule of Lincoln
Benefit  Life  Company  and our report  dated  March 18,  1999  relating  to the
financial statements of Lincoln Benefit Life Variable Life Account, appearing in
the  Prospectus,  which  is a part of such  Registration  Statement,  and to the
reference to us under the heading "Experts" in such Prospectus.



/s/ Deloitte & Touche LLP

Chicago, Illinois
July 14, 1999


                                                                    Exhibit 8(b)

Freedman, Levy, Kroll & Simonds


CONSENT OF
FREEDMAN, LEVY, KROLL & SIMONDS


         We hereby consent to the reference to our firm under the caption "Legal
Matters" in the  prospectus  contained in  Pre-Effective  Amendment No. 1 to the
Form S-6  Registration  Statement of Lincoln  Benefit Life Variable Life Account
(File No. 333-76799).


/s/ Freedman, Levy, Kroll & Simonds
FREEDMAN, LEVY, KROLL & SIMONDS


Washington, D.C.
July 15, 1999



                                                                       Exhibit 9

                          Lincoln Benefit Life Company
             Last Survivor Flexible Premium Variable Life Insurance
                              Policy Form #VUL 9900

              Maximum Surrender Charges per $1,000 Specified Amount

           Male, Preferred Non-Smoker and Female, Preferred Non-Smoker
                                   Issue Ages
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C>       <C>
30/30    31/31     32/32     33/33     34/34     35/35    36/36     37/37     38/38     39/39     40/40     41/41
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
 3.91    4.04      4.17      4.31      4.45      4.60      4.76     4.93      5.11      5.29      5.49      5.69
 3.91    4.04      4.17      4.31      4.45      4.60      4.76     4.93      5.11      5.29      5.49      5.69
 3.91    4.04      4.17      4.31      4.45      4.60      4.76     4.93      5.11      5.29      5.49      5.69
 3.91    4.04      4.17      4.31      4.45      4.60      4.76     4.93      5.11      5.29      5.49      5.69
 3.91    4.04      4.17      4.31      4.45      4.60      4.76     4.93      5.11      5.29      5.49      5.69
 3.91    4.04      4.17      4.31      4.45      4.60      4.76     4.93      5.11      5.29      5.49      5.69
 3.91    4.04      4.17      4.31      4.45      4.60      4.76     4.93      5.11      5.29      5.49      5.69
 3.13    3.23      3.34      3.45      3.56      3.68      3.81     3.94      4.08      4.23      4.39      4.55
 2.35    2.42      2.50      2.58      2.67      2.76      2.85     2.96      3.06      3.18      3.29      3.42
 1.96    2.02      2.09      2.15      2.22      2.30      2.38     2.46      2.55      2.65      2.74      2.85
 1.57    1.62      1.67      1.72      1.78      1.84      1.90     1.97      2.04      2.12      2.19      2.28
 1.17    1.21      1.25      1.29      1.33      1.38      1.43     1.48      1.53      1.59      1.65      1.71
 0.78    0.81      0.83      0.86      0.89      0.92      0.95     0.99      1.02      1.06      1.10      1.14
 0.39    0.40      0.42      0.43      0.44      0.46      0.48     0.49      0.51      0.53      0.55      0.57
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00


- --------------------------------------------------------------------------------------------------------------------
42/42    43/43     44/44     45/45     46/46     47/47    48/48     49/49     50/50     51/51     52/52     53/53
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
 5.91    6.14      6.38      6.64      6.92      7.22      7.55     7.89      8.24      8.64      9.04      9.48
 5.91    6.14      6.38      6.64      6.92      7.22      7.55     7.89      8.24      8.64      9.04      9.48
 5.91    6.14      6.38      6.64      6.92      7.22      7.55     7.89      8.24      8.64      9.04      9.48
 5.91    6.14      6.38      6.64      6.92      7.22      7.55     7.89      8.24      8.64      9.04      9.48
 5.91    6.14      6.38      6.64      6.92      7.22      7.55     7.89      8.24      8.64      9.04      9.48
 5.91    6.14      6.38      6.64      6.92      7.22      7.55     7.89      8.24      8.64      9.04      9.48
 5.91    6.14      6.38      6.64      6.92      7.22      7.55     7.89      8.24      8.64      9.04      9.48
 4.73    4.91      5.10      5.31      5.54      5.77      6.04     6.31      6.59      6.91      7.23      7.58
 3.55    3.68      3.83      3.98      4.15      4.33      4.53     4.73      4.94      5.18      5.42      5.69
 2.96    3.07      3.19      3.32      3.46      3.61      3.78     3.94      4.12      4.32      4.52      4.74
 2.37    2.45      2.55      2.65      2.77      2.89      3.02     3.15      3.30      3.46      3.61      3.79
 1.77    1.84      1.91      1.99      2.08      2.17      2.27     2.37      2.47      2.59      2.71      2.84
 1.18    1.23      1.28      1.33      1.38      1.44      1.51     1.58      1.65      1.73      1.81      1.90
 0.59    0.61      0.64      0.66      0.69      0.72      0.76     0.79      0.82      0.86      0.90      0.95
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- --------------------------------------------------------------------------------------------------------------------
54/54    55/55     56/56     57/57     58/58     59/59    60/60     61/61     62/62     63/63     64/64     65/65
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
 9.95    10.48     10.95     11.43     11.97     12.45    12.99     13.49     14.04     14.64     15.26     16.10
 9.95    10.48     10.95     11.43     11.97     12.45    12.99     13.49     14.04     14.64     15.26     15.29
 9.95    10.48     10.95     11.43     11.97     12.45    12.99     13.49     14.04     14.50     14.50     14.33
 9.95    10.48     10.95     11.43     11.97     12.45    12.99     13.49     13.76     13.77     13.73     13.52
 9.95    10.48     10.95     11.43     11.97     12.45    12.99     12.95     13.06     13.03     12.97     12.88
 9.95    10.48     10.95     11.43     11.97     12.33    12.34     12.41     12.50     12.45     12.36     12.23
 9.95    10.48     10.95     11.43     11.85     11.83    11.82     11.88     11.94     11.86     11.75     11.59
 7.96    8.39      8.76      9.14      9.57      9.96     10.39     10.80     11.24     11.28     11.14     11.11
 5.97    6.29      6.57      6.86      7.18      7.47      7.80     8.10      8.43      8.79      9.16      9.66
 4.98    5.24      5.47      5.71      5.98      6.23      6.50     6.75      7.02      7.32      7.63      8.05
 3.98    4.19      4.38      4.57      4.79      4.98      5.20     5.40      5.62      5.86      6.10      6.44
 2.99    3.14      3.28      3.43      3.59      3.74      3.90     4.05      4.21      4.39      4.58      4.83
 1.99    2.10      2.19      2.29      2.39      2.49      2.60     2.70      2.81      2.93      3.05      3.22
 1.00    1.05      1.09      1.14      1.20      1.25      1.30     1.35      1.40      1.46      1.53      1.61
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- --------------------------------------------------------------------------------------------------------------------
66/66    67/67     68/68     69/69     70/70     71/71    72/72     73/73     74/74     75/75     76/76     77/77
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
16.43    16.69     17.02     17.31     18.08     18.95    19.86     20.53     21.38     22.21     26.77     28.57
15.41    15.62     15.90     16.13     16.83     17.43    18.26     18.86     19.64     20.14     24.28     25.58
14.56    14.56     14.96     15.14     15.59     16.34    16.89     17.43     18.15     18.59     22.10     23.59
13.72    13.67     14.03     14.16     14.75     15.25    15.75     16.24     16.90     17.30     20.54     21.92
12.87    12.96     13.09     13.37     13.72     14.38    14.84     15.28     15.66     16.27     19.30     20.26
12.19    12.25     12.35     12.59     12.88     13.51    13.93     14.33     14.67     15.23     18.05     18.93
11.69    11.54     11.78     11.80     12.26     12.63    13.01     13.61     13.92     14.20     16.81     17.61
11.01    11.01     11.22     11.21     11.64     11.98    12.33     12.65     13.18     13.43     15.87     16.61
10.16    10.48     10.66     10.62     11.01     11.33    11.64     11.94     12.43     12.65     14.94     15.61
 8.47    8.88      9.35      9.83      10.39     10.67    10.96     11.46     11.68     11.88     14.32     14.62
 6.77    7.10      7.48      7.87      8.31      8.71      9.13     9.55      9.94      10.33     12.45     13.29
 5.08    5.33      5.61      5.90      6.23      6.53      6.85     7.16      7.46      7.75      9.34      9.97
 3.39    3.55      3.74      3.93      4.16      4.36      4.57     4.78      4.97      5.16      6.23      6.64
 1.69    1.78      1.87      1.97      2.08      2.18      2.28     2.39      2.49      2.58      3.11      3.32
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- ----------------------------------------------------------------------------
78/78    79/79     80/80     81/81    82/82     83/83     84/84     85/85
- -----    -----     -----     -----    -----     -----     -----     -----
30.51    32.28     34.55      n/a      n/a       n/a       n/a       n/a
27.32    29.25     30.89      n/a      n/a       n/a       n/a       n/a
24.83    26.59     28.05      n/a      n/a       n/a       n/a       n/a
23.06    24.31     25.61      n/a      n/a       n/a       n/a       n/a
21.29    22.41     23.98      n/a      n/a       n/a       n/a       n/a
19.87    20.89     21.95      n/a      n/a       n/a       n/a       n/a
18.45    19.37     20.73      n/a      n/a       n/a       n/a       n/a
17.38    18.23     19.51      n/a      n/a       n/a       n/a       n/a
16.32    17.09     17.88      n/a      n/a       n/a       n/a       n/a
15.26    15.95     17.07      n/a      n/a       n/a       n/a       n/a
14.19    15.19     15.85      n/a      n/a       n/a       n/a       n/a
10.64    11.39     12.19      n/a      n/a       n/a       n/a       n/a
 7.10    7.60      8.13       n/a      n/a       n/a       n/a       n/a
 3.55    3.80      4.06       n/a      n/a       n/a       n/a       n/a
 0.00    0.00      0.00       n/a      n/a       n/a       n/a       n/a

            Male, Standard Non-Smoker and Female, Standard Non-Smoker
                                   Issue Ages
- --------------------------------------------------------------------------------------------------------------------
30/30    31/31     32/32     33/33     34/34     35/35    36/36     37/37     38/38     39/39     40/40     41/41
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
 4.77    4.93      5.10      5.27      5.46      5.65      5.86     6.08      6.32      6.57      6.83      7.11
 4.77    4.93      5.10      5.27      5.46      5.65      5.86     6.08      6.32      6.57      6.83      7.11
 4.77    4.93      5.10      5.27      5.46      5.65      5.86     6.08      6.32      6.57      6.83      7.11
 4.77    4.93      5.10      5.27      5.46      5.65      5.86     6.08      6.32      6.57      6.83      7.11
 4.77    4.93      5.10      5.27      5.46      5.65      5.86     6.08      6.32      6.57      6.83      7.11
 4.77    4.93      5.10      5.27      5.46      5.65      5.86     6.08      6.32      6.57      6.83      7.11
 4.77    4.93      5.10      5.27      5.46      5.65      5.86     6.08      6.32      6.57      6.83      7.11
 3.81    3.94      4.08      4.22      4.37      4.52      4.69     4.87      5.05      5.25      5.46      5.69
 2.86    2.96      3.06      3.16      3.28      3.39      3.52     3.65      3.79      3.94      4.10      4.26
 2.38    2.46      2.55      2.64      2.73      2.83      2.93     3.04      3.16      3.28      3.41      3.55
 1.91    1.97      2.04      2.11      2.18      2.26      2.35     2.43      2.53      2.63      2.73      2.84
 1.43    1.48      1.53      1.58      1.64      1.70      1.76     1.82      1.90      1.97      2.05      2.13
 0.95    0.99      1.02      1.05      1.09      1.13      1.17     1.22      1.26      1.31      1.37      1.42
 0.48    0.49      0.51      0.53      0.55      0.57      0.59     0.61      0.63      0.66      0.68      0.71
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- --------------------------------------------------------------------------------------------------------------------
42/42    43/43     44/44     45/45     46/46     47/47    48/48     49/49     50/50     51/51     52/52     53/53
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
 7.40    7.71      8.05      8.40      8.79      9.22      9.66     10.16     10.67     11.26     11.85     12.55
 7.40    7.71      8.05      8.40      8.79      9.22      9.66     10.16     10.67     11.26     11.85     12.55
 7.40    7.71      8.05      8.40      8.79      9.22      9.66     10.16     10.67     11.26     11.85     12.55
 7.40    7.71      8.05      8.40      8.79      9.22      9.66     10.16     10.67     11.26     11.85     12.55
 7.40    7.71      8.05      8.40      8.79      9.22      9.66     10.16     10.67     11.26     11.85     12.55
 7.40    7.71      8.05      8.40      8.79      9.22      9.66     10.16     10.67     11.26     11.85     12.55
 7.40    7.71      8.05      8.40      8.79      9.22      9.66     10.16     10.67     11.26     11.85     12.55
 5.92    6.17      6.44      6.72      7.03      7.37      7.73     8.13      8.54      9.00      9.48      10.04
 4.44    4.63      4.83      5.04      5.27      5.53      5.80     6.10      6.40      6.75      7.11      7.53
 3.70    3.86      4.02      4.20      4.39      4.61      4.83     5.08      5.34      5.63      5.92      6.28
 2.96    3.08      3.22      3.36      3.52      3.69      3.86     4.06      4.27      4.50      4.74      5.02
 2.22    2.31      2.41      2.52      2.64      2.77      2.90     3.05      3.20      3.38      3.55      3.77
 1.48    1.54      1.61      1.68      1.76      1.84      1.93     2.03      2.13      2.25      2.37      2.51
 0.74    0.77      0.80      0.84      0.88      0.92      0.97     1.02      1.07      1.13      1.18      1.26
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- --------------------------------------------------------------------------------------------------------------------
54/54    55/55     56/56     57/57     58/58     59/59    60/60     61/61     62/62     63/63     64/64     65/65
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
13.29    14.14     14.77     15.39     16.04     16.62    17.26     17.82     18.41     19.01     19.58     20.41
13.29    14.14     14.77     15.39     16.04     16.62    17.26     17.82     18.41     19.01     19.58     19.39
13.29    14.14     14.77     15.39     16.04     16.62    17.26     17.82     18.41     18.82     18.60     18.17
13.29    14.14     14.77     15.39     16.04     16.62    17.26     17.82     18.04     17.87     17.62     17.14
13.29    14.14     14.77     15.39     16.04     16.62    17.26     17.11     17.12     16.92     16.64     16.33
13.29    14.14     14.77     15.39     16.04     16.46    16.40     16.39     16.39     16.16     15.86     15.51
13.29    14.14     14.77     15.39     15.88     15.79    15.71     15.68     15.65     15.40     15.08     14.70
10.63    11.31     11.82     12.31     12.83     13.30    13.81     14.25     14.73     14.64     14.29     14.08
 7.97    8.48      8.86      9.24      9.63      9.97     10.36     10.69     11.05     11.41     11.75     12.25
 6.64    7.07      7.39      7.70      8.02      8.31      8.63     8.91      9.21      9.50      9.79      10.21
 5.31    5.66      5.91      6.16      6.42      6.65      6.90     7.13      7.36      7.60      7.83      8.16
 3.99    4.24      4.43      4.62      4.81      4.99      5.18     5.35      5.52      5.70      5.87      6.12
 2.66    2.83      2.95      3.08      3.21      3.32      3.45     3.56      3.68      3.80      3.92      4.08
 1.33    1.41      1.48      1.54      1.60      1.66      1.73     1.78      1.84      1.90      1.96      2.04
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- --------------------------------------------------------------------------------------------------------------------
66/66    67/67     68/68     69/69     70/70     71/71    72/72     73/73     74/74     75/75     76/76     77/77
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
20.82    21.20     21.66     22.11     23.13     24.30    25.62     26.67     27.97     29.33     28.83     30.41
19.54    19.84     20.23     20.60     21.53     22.34    23.56     24.50     25.69     26.60     26.15     27.22
18.46    18.49     19.04     19.34     19.94     20.95    21.79     22.64     23.74     24.55     23.80     25.10
17.39    17.36     17.85     18.09     18.87     19.55    20.32     21.09     22.12     22.85     22.13     23.34
16.32    16.46     16.66     17.08     17.55     18.43    19.14     19.85     20.49     21.48     20.78     21.57
15.46    15.56     15.71     16.08     16.48     17.32    17.96     18.61     19.19     20.12     19.44     20.15
14.81    14.66     14.99     15.07     15.68     16.20    16.79     17.68     18.21     18.76     18.10     18.74
13.95    13.98     14.28     14.32     14.89     15.36    15.90     16.44     17.24     17.73     17.10     17.68
12.88    13.30     13.57     13.57     14.09     14.52    15.02     15.50     16.26     16.71     16.09     16.62
10.73    11.28     11.90     12.56     13.29     13.69    14.14     14.88     15.29     15.69     15.42     15.56
 8.59    9.02      9.52      10.05     10.63     11.17    11.78     12.40     13.01     13.64     13.41     14.14
 6.44    6.77      7.14      7.54      7.98      8.38      8.83     9.30      9.76      10.23     10.06     10.61
 4.29    4.51      4.76      5.02      5.32      5.59      5.89     6.20      6.51      6.82      6.70      7.07
 2.15    2.26      2.38      2.51      2.66      2.79      2.94     3.10      3.25      3.41      3.35      3.54
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- ----------------------------------------------------------------------------
78/78    79/79     80/80     81/81    82/82     83/83     84/84     85/85
- -----    -----     -----     -----    -----     -----     -----     -----
32.05    33.37     35.11     36.51    37.79     38.94     39.86     40.49
28.70    30.23     31.39     32.65    33.35     34.36     35.17     35.25
26.09    27.48     28.50     29.64    30.24     31.16     31.42     31.91
24.22    25.12     26.02     27.06    27.57     28.41     29.08     29.05
22.36    23.16     24.37     24.91    25.79     26.12     26.73     26.67
20.87    21.59     22.31     23.20    23.57     24.28     24.39     24.77
19.38    20.02     21.07     21.48    22.23     22.45     22.98     22.86
18.26    18.84     19.83     20.19    20.45     21.08     21.10     20.96
17.14    17.67     18.18     18.90    19.12     19.24     19.23     19.05
16.03    16.49     17.35     17.61    17.79     17.87     17.82     17.15
14.91    15.70     16.11     16.32    16.01     16.04     15.94     15.24
11.18    11.78     12.39     12.89    13.34     13.75     13.60     13.34
 7.45    7.85      8.26      8.59      8.89     9.16      9.38      9.53
 3.73    3.93      4.13      4.30      4.45     4.58      4.69      4.76
 0.00    0.00      0.00      0.00      0.00     0.00      0.00      0.00

               Male, Preferred Smoker and Female, Preferred Smoker
                                   Issue Ages
- --------------------------------------------------------------------------------------------------------------------
30/30    31/31     32/32     33/33     34/34     35/35    36/36     37/37     38/38     39/39     40/40     41/41
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
 6.63    6.88      7.15      7.42      7.71      8.02      8.34     8.69      9.06      9.46      9.88      10.33
 6.63    6.88      7.15      7.42      7.71      8.02      8.34     8.69      9.06      9.46      9.88      10.33
 6.63    6.88      7.15      7.42      7.71      8.02      8.34     8.69      9.06      9.46      9.88      10.33
 6.63    6.88      7.15      7.42      7.71      8.02      8.34     8.69      9.06      9.46      9.88      10.33
 6.63    6.88      7.15      7.42      7.71      8.02      8.34     8.69      9.06      9.46      9.88      10.33
 6.63    6.88      7.15      7.42      7.71      8.02      8.34     8.69      9.06      9.46      9.88      10.33
 6.63    6.88      7.15      7.42      7.71      8.02      8.34     8.69      9.06      9.46      9.88      10.33
 5.31    5.51      5.72      5.94      6.17      6.41      6.68     6.95      7.25      7.57      7.90      8.26
 3.98    4.13      4.29      4.45      4.63      4.81      5.01     5.22      5.44      5.68      5.93      6.20
 3.32    3.44      3.57      3.71      3.85      4.01      4.17     4.35      4.53      4.73      4.94      5.16
 2.65    2.75      2.86      2.97      3.08      3.21      3.34     3.48      3.63      3.78      3.95      4.13
 1.99    2.06      2.14      2.23      2.31      2.40      2.50     2.61      2.72      2.84      2.96      3.10
 1.33    1.38      1.43      1.48      1.54      1.60      1.67     1.74      1.81      1.89      1.98      2.07
 0.66    0.69      0.71      0.74      0.77      0.80      0.83     0.87      0.91      0.95      0.99      1.03
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- --------------------------------------------------------------------------------------------------------------------
42/42    43/43     44/44     45/45     46/46     47/47    48/48     49/49     50/50     51/51     52/52     53/53
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
10.81    11.32     11.86     12.45     13.04     13.66    14.29     14.96     15.66     16.40     17.16     17.99
10.81    11.32     11.86     12.45     13.04     13.66    14.29     14.96     15.66     16.40     17.16     17.99
10.81    11.32     11.86     12.45     13.04     13.66    14.29     14.96     15.66     16.40     17.16     17.99
10.81    11.32     11.86     12.45     13.04     13.66    14.29     14.96     15.66     16.40     17.16     17.99
10.81    11.32     11.86     12.45     13.04     13.66    14.29     14.96     15.66     16.40     17.16     17.99
10.81    11.32     11.86     12.45     13.04     13.66    14.29     14.96     15.66     16.40     17.16     17.99
10.81    11.32     11.86     12.45     13.04     13.66    14.29     14.96     15.66     16.40     17.16     17.99
 8.65    9.05      9.49      9.96      10.43     10.92    11.44     11.97     12.53     13.12     13.73     14.39
 6.49    6.79      7.12      7.47      7.82      8.19      8.58     8.98      9.40      9.84      10.29     10.79
 5.40    5.66      5.93      6.22      6.52      6.83      7.15     7.48      7.83      8.20      8.58      8.99
 4.32    4.53      4.75      4.98      5.22      5.46      5.72     5.99      6.27      6.56      6.86      7.20
 3.24    3.39      3.56      3.73      3.91      4.10      4.29     4.49      4.70      4.92      5.15      5.40
 2.16    2.26      2.37      2.49      2.61      2.73      2.86     2.99      3.13      3.28      3.43      3.60
 1.08    1.13      1.19      1.24      1.30      1.37      1.43     1.50      1.57      1.64      1.72      1.80
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- --------------------------------------------------------------------------------------------------------------------
54/54    55/55     56/56     57/57     58/58     59/59    60/60     61/61     62/62     63/63     64/64     65/65
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
18.86    19.78     20.63     21.55     22.44     23.37    24.31     25.28     26.28     27.32     28.43     30.15
18.86    19.78     20.63     21.55     22.44     23.37    24.31     25.28     26.28     27.32     28.43     28.64
18.86    19.78     20.63     21.55     22.44     23.37    24.31     25.28     26.28     27.05     27.00     26.83
18.86    19.78     20.63     21.55     22.44     23.37    24.31     25.28     25.75     25.68     25.58     25.33
18.86    19.78     20.63     21.55     22.44     23.37    24.31     24.26     24.44     24.32     24.16     24.12
18.86    19.78     20.63     21.55     22.44     23.14    23.10     23.25     23.39     23.23     23.02     22.92
18.86    19.78     20.63     21.55     22.22     22.20    22.12     22.24     22.33     22.13     21.89     21.71
15.09    15.82     16.51     17.24     17.95     18.70    19.45     20.22     21.02     21.04     20.75     20.80
11.32    11.87     12.38     12.93     13.46     14.02    14.59     15.17     15.77     16.39     17.06     18.09
 9.43    9.89      10.32     10.77     11.22     11.69    12.16     12.64     13.14     13.66     14.21     15.08
 7.54    7.91      8.25      8.62      8.98      9.35      9.72     10.11     10.51     10.93     11.37     12.06
 5.66    5.93      6.19      6.46      6.73      7.01      7.29     7.58      7.88      8.20      8.53      9.05
 3.77    3.96      4.13      4.31      4.49      4.67      4.86     5.06      5.26      5.46      5.69      6.03
 1.89    1.98      2.06      2.15      2.24      2.34      2.43     2.53      2.63      2.73      2.84      3.02
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- --------------------------------------------------------------------------------------------------------------------
66/66    67/67     68/68     69/69     70/70     71/71    72/72     73/73     74/74     75/75     76/76     77/77
- -----    -----     -----     -----     -----     -----    -----     -----     -----     -----     -----     -----
30.45    30.71     31.05     31.35     32.29     33.62    35.04     36.04     37.47     38.83     44.44     45.84
28.56    28.75     29.00     29.21     30.07     30.92    32.22     33.11     34.42     35.22     40.31     41.05
26.99    26.79     27.30     27.43     27.84     28.98    29.80     30.59     31.81     32.51     36.69     37.85
25.42    25.15     25.59     25.65     26.36     27.05    27.79     28.50     29.63     30.25     34.11     35.18
23.85    23.85     23.88     24.22     24.50     25.51    26.18     26.82     27.45     28.44     32.04     32.52
22.60    22.54     22.52     22.80     23.01     23.96    24.57     25.14     25.71     26.64     29.97     30.38
21.66    21.23     21.50     21.37     21.90     22.41    22.95     23.89     24.40     24.83     27.90     28.25
20.40    20.25     20.47     20.31     20.79     21.26    21.75     22.21     23.09     23.48     26.35     26.65
18.83    19.27     19.45     19.24     19.67     20.10    20.54     20.95     21.78     22.12     24.80     25.05
15.69    16.33     17.06     17.81     18.56     18.94    19.33     20.11     20.48     20.77     23.77     23.45
12.55    13.07     13.65     14.25     14.85     15.46    16.11     16.76     17.43     18.06     20.67     21.32
 9.42    9.80      10.24     10.69     11.14     11.59    12.08     12.57     13.07     13.54     15.50     15.99
 6.28    6.53      6.82      7.12      7.42      7.73      8.05     8.38      8.71      9.03      10.34     10.66
 3.14    3.27      3.41      3.56      3.71      3.86      4.03     4.19      4.36      4.51      5.17      5.33
 0.00    0.00      0.00      0.00      0.00      0.00      0.00     0.00      0.00      0.00      0.00      0.00

- ----------------------------------------------------------------------------
78/78    79/79     80/80     81/81    82/82     83/83     84/84     85/85
- -----    -----     -----     -----    -----     -----     -----     -----
47.00    47.45     47.64      n/a      n/a       n/a       n/a       n/a
42.08    42.99     42.59      n/a      n/a       n/a       n/a       n/a
38.25    39.08     38.67      n/a      n/a       n/a       n/a       n/a
35.52    35.73     35.31      n/a      n/a       n/a       n/a       n/a
32.79    32.94     33.07      n/a      n/a       n/a       n/a       n/a
30.60    30.70     30.26      n/a      n/a       n/a       n/a       n/a
28.42    28.47     28.58      n/a      n/a       n/a       n/a       n/a
26.78    26.80     26.90      n/a      n/a       n/a       n/a       n/a
25.14    25.12     24.66      n/a      n/a       n/a       n/a       n/a
23.50    23.45     23.54      n/a      n/a       n/a       n/a       n/a
21.86    22.33     21.86      n/a      n/a       n/a       n/a       n/a
16.39    16.75     16.81      n/a      n/a       n/a       n/a       n/a
10.93    11.16     11.21      n/a      n/a       n/a       n/a       n/a
 5.46    5.58      5.60       n/a      n/a       n/a       n/a       n/a
 0.00    0.00      0.00       n/a      n/a       n/a       n/a       n/a

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission