LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
497, 1999-05-07
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                                   PROSPECTUS
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                    ISSUED BY

                          LINCOLN BENEFIT LIFE COMPANY
                                 1-800-525-9287

OPERATIONS CENTER ADDRESS:                  MAILING ADDRESS:
206 SOUTH 13TH STREET                       P.O. BOX 82532
LINCOLN, NEBRASKA 68508                     LINCOLN, NEBRASKA 68501-2532

The Policy is designed to provide both life insurance protection and flexibility
in  connection  with  premium  payments and death  benefits.  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.  This  flexibility  allows you to provide for changing  insurance  needs
within the confines of a single insurance policy.

We will pay a Death Benefit upon the Insured's  death. 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 current  face amount of the Policy,  minus any
outstanding Policy debt and any due and unpaid charges.  The minimum face amount
of a Policy is $50,000 ($25,000 for Insureds age 65 or over at the Policy Date).
We  guarantee  your Policy will stay in force and provide a  Guaranteed  Minimum
Death Benefit for a specified period if you pay the Monthly Guaranteed  Premium.
If you do not pay the Monthly Guaranteed Premium,  your Policy will terminate if
the Lapse  Determination  Value becomes  insufficient  to pay the monthly charge
when due.

You may choose to invest in one or more  Subaccounts of the Separate  Account or
the Fixed Account.  The Policy  provides a free look period.  You may cancel the
Policy by  returning  it to us within the later of 10 days after you receive the
Policy,  or after a longer  period if  required by state law. We will refund the
Policy Value as of the date we receive the Policy,  plus any charges  previously
deducted, unless your state requires a refund of premium.

The Portfolios underlying the Separate Account currently are:

JANUS ASPEN  SERIES:  Flexible  Income  Portfolio,  Balanced  Portfolio,  Growth
Portfolio, Aggressive Growth Portfolio, Worldwide Growth Portfolio

FIDELITY VARIABLE INSURANCE PRODUCTS FUND: Money Market Portfolio; Equity-Income
Portfolio; Growth Portfolio; Overseas Portfolio

FIDELITY  VARIABLE   INSURANCE   PRODUCTS  FUND  II:  Asset  Manager  Portfolio;
Contrafund Portfolio

IAI RETIREMENT FUNDS, INC.: IAI Regional Portfolio;  IAI Balanced Portfolio; IAI
Reserve Portfolio

FEDERATED INSURANCE MANAGEMENT SERIES: Federated Utility Fund II; Federated Fund
for U.S. Government Securities II; Federated High Income Bond Fund II

SCUDDER VARIABLE LIFE INVESTMENT FUND: Bond Portfolio

The Policy does not contain a minimum guaranteed Policy Value. Your Policy Value
will  rise and  fall,  depending  on  investment  experience  of the  Portfolios
underlying  the  Subaccounts  to which you allocate your  Premium.  You bear the
entire investment risk for all amounts so allocated.  The Policy Value will also
reflect  the amount of premium  payments,  any partial  surrenders,  and charges
imposed.

We will not accept any  premium  that could cause the Policy not to qualify as a
Life insurance contract under the Tax Code.

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

It may not be financially advantageous 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  OR  PRECEDED  BY THE  CURRENT
PROSPECTUSES  FOR THE PORTFOLIOS  LISTED ABOVE. IF ANY OF THE  PROSPECTUSES  ARE
MISSING OR OUTDATED,  PLEASE  CONTACT US AND WE WILL SEND YOU THE PROSPECTUS YOU
NEED.

THIS POLICY MAY NOT BE AVAILABLE IN ALL STATES. EACH OF THE PORTFOLIOS AND FIXED
ACCOUNT  MAY  NOT  BE  AVAILABLE.   CHECK  WITH  YOUR  LOCAL  REPRESENTATIVE  ON
AVAILABILITY.

PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.

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

THE DATE OF THIS PROSPECTUS IS MAY 1, 1999

                                       1
<PAGE>



TABLE OF CONTENTS

DEFINITIONS...............................................  3
QUESTIONS AND ANSWERS ABOUT YOUR POLICY...................  4
PURCHASE OF POLICY AND ALLOCATION OF PREMIUMS.............  6
Application for a Policy..................................  6
Premiums..................................................  6
Premium Limits............................................  7
Modified Endowment Contracts..............................  7
Monthly Guarantee Premiums................................  7
Lifetime Guarantee Premium................................  7
Safety Net Premium........................................  7
Allocation of Premiums....................................  8
Policy Value..............................................  8
Accumulation Unit Value...................................  8
Transfer of Policy Value..................................  8
Transfers Authorized by Telephone.........................  9
Dollar Cost Averaging Program.............................  9
Portfolio Rebalancing.....................................  9
Specialized uses of the Policy............................  10

INVESTMENT AND FIXED ACCOUNT OPTIONS......................  10
The Portfolios............................................  10
Voting Rights.............................................  12
Additions, Deletions or Substitutions of Investments......  12
The Fixed Account.........................................  13

POLICY BENEFITS AND RIGHTS................................  13
Death Benefit.............................................  13
Death Benefit Options.....................................  13
Change in Face Amount.....................................  14
Optional Insurance Benefits...............................  14
Policy Loans..............................................  15
Amount Payable on Surrender of the Policy.................  15
Partial Withdrawals.......................................  16
Settlement Options........................................  16
Maturity..................................................  16
Lapse and Reinstatement...................................  16
Cancellation and Exchange Rights..........................  17
Postponement of Payments..................................  17

CHARGES AND DEDUCTIONS....................................  17
Premium Charges...........................................  17
Monthly Deductions........................................  17
Cost of Insurance.........................................  17
Administrative Expense Charge.............................  18
Risk Charge...............................................  18
Surrender Charge..........................................  18
Contingent Deferred Sales Charge..........................  18
Contingent Deferred Administrative Charge.................  18
Surrender Charge on Increases in Initial Face Amount......  19
Transfer Fee..............................................  19
Deduction for Separate Account Income Taxes...............  19
Portfolio Expenses........................................  20

GENERAL POLICY PROVISIONS.................................  20
The Policy................................................  20
Statements to Policy Owners...............................  20
Limit on Right to Contest.................................  20
Suicide...................................................  20
Misstatements.............................................  21
Beneficiary...............................................  21
Assignment................................................  21
Dividends.................................................  21
     
FEDERAL TAX MATTERS.......................................  21
Taxation of the Company and the Separate Account..........  21
Taxation of Policy Benefits...............................  21
Modified Endowment Contracts..............................  21
Diversification Requirements..............................  21
Ownership Treatment.......................................  21

DESCRIPTION OF LBL COMPANY AND THE SEPARATE ACCOUNT.......  22
Lincoln Benefit Life Company..............................  22
Executive Officers and Directors of 
  Lincoln Benefit Life....................................  22
Separate Account..........................................  25
Safekeeping of Separate Account's Assets..................  25
State Regulation of Lincoln Benefit Life..................  25
Year 2000.................................................  25

DISTRIBUTION OF THE POLICIES..............................  25
MARKET TIMING AND ASSET ALLOCATION SERVICES...............  25
LEGAL PROCEEDINGS.........................................  26
LEGAL MATTERS.............................................  26
REGISTRATION STATEMENT....................................  26
EXPERTS...................................................  26
FINANCIAL STATEMENTS......................................  26
APPENDIX..................................................  27


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

                                       2
<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--The Insured's age at last birthday.

ATTAINED AGE--The age of the Insured at the last Policy Anniversary.

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,  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 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--The person whose life is insured under the Policy.

ISSUE AGE--The Insured's age as of the Issue Date.

ISSUE  DATE--The  date on which the  Policy is issued.  It is used to  determine
policy anniversaries, policy years and policy months in the Policy.

LAPSE  DETERMINATION  VALUE--The  value that must be  available to pay a monthly
deduction in order for the Policy to remain in force. If you have no outstanding
Policy Debt, the Lapse Determination  Value equals the Policy Value.  Otherwise,
it equals the Net Surrender Value.

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
by bank draft or salary deduction.

MONTHLY DEDUCTION  DAY--The same day in each month as the Issue Date. The day of
the month on which 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 charge of 2 1/2%.

NET SURRENDER VALUE--The Surrender Value less any Policy Debt.

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

POLICY OWNER  ("YOU")--The  person(s) having the privileges of ownership defined
in the Policy.  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
Monthly Deductions are made and the Death Benefit is determined.

PORTFOLIO(S)--The  underlying  mutual fund(s) (or investment  series thereof) 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--The amount paid to us for the Policy.

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.

RECORD DATE--The date we record the Policy on our books as an in force policy.

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.

VALUATION  DATE--Each  day the New  York  Stock  Exchange  ("NYSE")  is open for
business.

VALUATION  PERIOD--The  period  commencing at the close of normal trading on the
NYSE (currently 4:00 p.m. Eastern time) on each Valuation Date and ending at the
close of the NYSE on the next succeeding Valuation Date.

                                       3
<PAGE>


QUESTIONS AND ANSWERS
ABOUT YOUR POLICY

The following is a  compilation  of answers to selected  questions  that you may
have about some of the most important  features of your Policy. The remainder of
the prospectus,  which follows immediately  afterward,  contains a more complete
discussion of these and other matters. Please read the Prospectus carefully.

1. WHAT IS A FLEXIBLE PREMIUM VARIABLE LIFE POLICY?

This  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 "variable"  policy because the Death Benefit and Policy
Value vary according to the investment experience 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  Guaranteed  Minimum  Death Benefit
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 DEATH BENEFIT OPTIONS?

While this Policy is in force,  we will pay a Death  Benefit to the  Beneficiary
upon the  death of the  Insured.  The  Policy  provides  for two  Death  Benefit
options.

Under  "Option  1," the Death  Benefit is the  greater of the Face Amount or the
Policy Value times a specified percentage.  Under Option 2, the Death Benefit is
equal  to the  greater  of (a) the Face  Amount  plus  the  Policy  Value on the
Insured's  date of death  or (b) the  Policy  Value  multiplied  by a  specified
percentage. The Death Benefit under Option 2 is a variable 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.

3. WHAT IS THE GUARANTEED MINIMUM DEATH BENEFIT FEATURE?

Unless  otherwise  required  by your  state,  we will keep your  Policy in force
regardless of the investment  performance of the underlying  funds and provide a
Guaranteed Minimum Death Benefit ("GMDB") for either:

a)   the Insured's lifetime, or

b)   for issue ages 0-55: to the Insured's attained age 65;

c)   for issue ages 56-70: 10 Policy years; or

d)   for issue ages 71-79: to the Insured's  attained age 80, so long as you pay
     the appropriate monthly guarantee premium.

4. 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 upon the amount of Net  Premiums  paid,  partial  withdrawals,
charges  assessed and the  performance of the underlying  Portfolios.  We do not
guarantee a minimum Policy Value.

5. 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's  age,  sex, and risk class.  You do not have to pay the
required  premium  after  the  first  Policy  Year.  To  take  advantage  of the
Guaranteed  Minimum Death Benefit feature,  you must pay the cumulative  monthly
guarantee premiums due. If you allow the GMDB feature to terminate, you must pay
enough  premium  so  that  your  Lapse   Determination  Value  can  pay  monthly
deductions.  Otherwise, you may pay any level of Premium, as long as the Premium
paid would not cause your Policy to lose its status as a life insurance contract
under  the Tax  Code.  Your  Policy  has a  planned  periodic  premium  which is
determined  when you  purchase a Policy.  If you fail to pay a planned  periodic
premium, we will not automatically terminate your Policy.

6. 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 fifth
Policy  Year.  You may do so by  sending  us a written  request.  To  request an
increase  in Face  Amount,  you must  provide us with  satisfactory  evidence of
insurability that meets our underwriting standards.  Any increase in Face Amount
must equal at least  $10,000.  Any increase will  increase the charges  deducted
from your Policy Value. You may not decrease the Face Amount below $25,000.

7. HOW ARE NET PREMIUMS ALLOCATED?

Before your  Premiums  are  allocated  to the Policy  Value,  we deduct 2.5% for
premium taxes. (See "Premium  Charges," page 17.) 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 allocation must equal 100%.
When you pay additional premiums, you should again specify how you want your Net
Premiums  allocated.  If you don't, we will  automatically  allocate the payment
based on the then current Net Premium allocation. 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  prevents us from placing your Policy in force,  your Premiums will not be
allocated until those requirements are satisfied.

                                       4
<PAGE>

You may transfer Policy Values among the Subaccounts and the Fixed Account while
the Policy is in force, by writing us or calling us at 1-800-525-9287.  While we
currently  are waiving the transfer  fee,  the  Contract  permits us to charge 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 apply.

You may also want to take  advantage  of our  automatic  Dollar  Cost  Averaging
program or  Portfolio  Rebalancing  programs.  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. Transfers
may be made monthly,  quarterly or annually. (See "Dollar Cost Averaging",  page
9).

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  this  balance  of your  Policy  Value  allocations.  If you  select
rebalancing,  we will  automatically  transfer  your  Policy  Value  back to the
percentages at the frequency  (monthly,  quarterly,  semiannually,  or annually)
that you specify.  (See "Portfolio  Rebalancing," page 9.) You may not use both
programs at the same time.

8. WHAT ARE MY ALLOCATION 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
- --------------------------------------------------------------------------------
Fidelity's                          Money Market Portfolio
Variable Insurance                  Equity-Income Portfolio
Products Fund                       Growth Portfolio
                                    Overseas Portfolio
- --------------------------------------------------------------------------------
Fidelity's                          Asset Manager Portfolio
Variable Insurance                  Contrafund Portfolio
Products Fund II
- --------------------------------------------------------------------------------
IAI Retirement                      IAI Regional Portfolio
Funds Inc.                          IAI Balanced Portfolio
                                    IAI Reserve Portfolio
- --------------------------------------------------------------------------------
Federated Insurance                 Federated Utility Fund II
Management Series                   Federated Fund for
                                      U.S. Government Securities II
                                    Federated High Income Bond Fund II
- --------------------------------------------------------------------------------
Scudder Variable Life               Bond Portfolio
Investment Fund
- --------------------------------------------------------------------------------


Each Portfolio holds its assets  separately from the assets of other Portfolios.
Each Portfolio has distinct  investment  objectives,  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. The general
availability of the Portfolios may be subject to some  exceptions.  Please check
with your local  representatives  or call us about the availability of the Fixed
Account and each of the Portfolios for your Policy.

9. 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.

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

As noted  above,  when we receive a Premium for you we will deduct a premium tax
charge before we allocate your Net Premium to the Policy Value.  The premium tax
charge is 2.5% of your Premium.  After  deducting  premium taxes, we will take a
Monthly  Deduction from your Policy Value.  The Monthly  Deduction will be taken
pro-rata  from each of your  Subaccounts  and the  Fixed  Account.  The  Monthly
Deduction is:

a)   Your Policy's cost of insurance and cost of additional benefits provided by
     rider; plus

b)   A $5.00 Policy fee.

We also deduct an annual  administrative  charge of 0.20% of your  Policy  Value
during the first twelve Policy Years.

A Mortality and Expense Risk Charge of .70% (on an annual basis) of the value of
the  Subaccount  is assessed  daily  against each  Subaccount.  See "Charges and
Deductions," page 17, for more details.

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 11 below and in "Surrender Charge", on page 18.

The charges  assessed  under the Policy are described in more detail in "Charges
and Deductions", beginning on page 17.

In addition to our charges under the Policy, each Portfolio deducts amounts from
its assets to pay its  investment  advisory fee and other  expenses.  You should
refer to the  Prospectuses  for the Portfolios for more  information  concerning
their respective charges and expenses.

11. MAY I SURRENDER THE POLICY?

While  your  Policy is in  force,  you may  surrender  your  Policy  for the Net
Surrender Value. A surrender charge may be

                                       5
<PAGE>

imposed upon surrender.  You may also withdraw part of your Policy Value through
a partial  withdrawal,  which also may be subject to a  proportionate  surrender
charge (see page 16).

The  minimum  partial  withdrawal  that may be  taken  at any time is $250.  The
surrender  charge consists of: (a) contingent  deferred sales charge,  and (b) a
contingent deferred administrative charge.

The  surrender  charge  during any Policy  Year is equal to the sum of these two
items multiplied by the applicable  surrender percentage as shown in the Policy.
The surrender charge is based on the Face Amount of the Policy, and also depends
on the issue age, premium class and sex of the Insured.

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's  age and smoking  status at the time of
the increase, rather than at the time your Policy was issued.

We will waive the surrender  charge for a 60 day period if we raise your cost of
insurance rate scale during the first five Policy Years. See "Surrender Charge,"
page 18.

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 to
ensure that your Policy continues to meet this 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  taxed on any  increase  in the  Policy  Value  until  it is  withdrawn.
Generally  you will be taxed on Policy  Value  withdrawn  from the  Policy,  and
Surrender  Value received upon  surrender of the Policy,  only if these amounts,
when added to 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 tax rules apply to life insurance  policies which meet the definition of
a "modified endowment contract". If your Policy fails the "7-pay test" described
on page 21, your Policy would be  classified as a modified  endowment  contract.
Withdrawals  and Policy  loans from  modified  endowment  contracts  are treated
differently.  Amounts withdrawn and Policy loans are treated as income first, to
the extent of any gain, and then as return of premium. Second, an additional 10%
penalty tax is usually imposed on the taxable portion of amounts received before
age 59 1/2. For more information, see "Federal Tax Matters," page 21.

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

You may return the Policy to us within ten days after you receive your Policy or
after whatever longer period may be permitted by state law.

If you return  your  Policy,  you usually  will  receive a refund of your Policy
Value plus any charges previously  deducted.  In some states, we are required to
send you the amount of your Premiums.


                  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 80. The minimum Face Amount for
a Policy is $50,000 if the  Insured is under 65 and $25,000 if the Insured is 65
or older.  Before we issue a Policy,  we will require you to submit  evidence of
insurability  satisfactory to us.  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.  The Issue Date will be the date we received
the final requirement for issue.

We will commence coverage of the Insured under the Policy on the Record Date. If
you pay a Premium with your  application  and your requested Face Amount is less
than $500,000,  we will provide the Insured with temporary conditional insurance
only if you  meet all of the  terms  of a  conditional  receipt.  The  temporary
conditional   insurance  provides  coverage  during  the  underwriting  of  your
application if you are ultimately approved for coverage on the same basis as the
risk  classification  and Face Amount of coverage for which you applied.  If you
qualify for temporary conditional insurance,  coverage generally starts when you
complete your application and pay the first Premium.  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  Premium 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.  You set the planned periodic Premium
amount when you  purchase  your  Policy.  Your  Policy will not lapse,  however,
merely because you did not pay a planned periodic Premium.

                                       6
<PAGE>

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 either the Lifetime  Guarantee Premium or the Safety Net Premium amount and
the Net  Surrender  Value is no longer  enough to pay  monthly  deductions.  See
"Monthly Guarantee Premium" on this page below. However, paying planned periodic
Premiums  will  generally  provide  greater  benefits  than if a lower amount of
Premium is paid.  Paying planned periodic  premiums can help to keep your Policy
in force if your payments are greater than the Safety Net Premium amount.

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 policy. 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
policy  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   "Federal   Tax
Matters--Modified Endowment Contracts", on page 21.

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.

MONTHLY GUARANTEE PREMIUMS. The Policy offers a Guaranteed Minimum Death Benefit
feature with two levels of monthly guarantee  premiums--the  Lifetime  Guarantee
Premium  and the  Safety Net  Premium.  This  feature  provides  assurance  that
coverage will remain in force for specified periods regardless of changes in the
Policy Value.

LIFETIME  GUARANTEE PREMIUM.  We guarantee that, during the Insured's  Lifetime,
even if the  Lapse  Determination  Value is not  sufficient  to pay the  monthly
deductions, your Policy will stay in force as long as your total Premiums, minus
partial  withdrawals  and Policy Debt, at least equal the product of the monthly
Lifetime Guarantee Premium times the number of months since the Issue Date. This
feature may not be available in all states.

SAFETY NET PREMIUM.  If your total Premiums minus partial withdrawals and Policy
Debt at least equal the sum of the monthly  Safety Net Premium  times the number
of months since the Issue Date, we guarantee that your Policy will stay in force
for a pre-determined  time period, even if the Lapse Determination Value becomes
insufficient to cover monthly  deductions.  In most states,  the  pre-determined
time period varies by Issue Age as follows:

Issue Ages 0-55:           to the Insured's attained age 65;
Issue Ages 56- 70:         10 Policy Years; or
Issue Ages 71- 79:         to the Insured's attained age 80.

Different pre-determined time periods may be required in some states.

The Safety Net Premium is equal to the  required  Premium  for the first  Policy
Year.

Before your Policy is issued,  you must choose which Monthly  Guarantee  Premium
option will apply to your Policy. If you do not make an election, the Safety Net
Premium  will  apply.  You may not change  your  election  after your  Policy is
issued. If, at any time Premiums, minus partial withdrawals and policy debt, are
less than the sum of the appropriate  Monthly Guarantee Premium times the number
of months  elapsed,  we will let you know.  You will be given 61 days to satisfy
any shortfall.  If you fail to make payments during this period,  the Guaranteed
Minimum  Death  Benefit  feature  will  end.  Once it has  ended,  it  cannot be
reinstated.  After the Guaranteed  Minimum Death Benefit feature has ended, your
Policy will continue in force only so long as its Lapse  Determination  Value is
large  enough  to  pay  the  monthly  deductions.  For  more  detail  about  the
circumstances in which the Policy will lapse, see "Lapse and Reinstatement",  on
page 16.

                                       7
<PAGE>

Increases,  decreases,  partial  withdrawals,  Death Benefit option changes, and
addition or deletion of riders may affect the Monthly Guarantee Premiums.

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 may not allocate Purchase Payments to the Fixed Account if it
is not available in your state.

Usually,  we will allocate your initial Net Premium to the  Subaccounts  and the
Fixed Account,  as you have instructed us, on the Record 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 Record Date.

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

We will make all 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.  Otherwise 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.

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 Fixed Account
and Loan Account. Your Policy Value will change daily to reflect the performance
of the Subaccounts you have chosen,  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 the 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 applicable  withdrawal charges) from the
     Subaccount during the current Valuation Period, minus

(6)  The portion of any  monthly  deduction  or  administrative  expense  charge
     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 or calculation are on file with 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 net  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 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 this page
above.

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.

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,

                                       8
<PAGE>

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.  Also,  we may  restrict  transfers  from the
Subaccounts  to the Fixed Account in each Policy Year to no more than 30% of the
total Subaccount balances as of the most recent Policy Anniversary. We currently
are not imposing this restriction on transfers from the Subaccounts.

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

In the future, we may charge you the transfer fee described on page 19, 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 this program,  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 the other  Subaccounts  and the
Fixed Account.  The interval  between  transfers may be monthly,  quarterly,  or
annually,  at your  option.  The  transfers  will  continue  until you  instruct
otherwise,  or until your  chosen  source of  transfer  payments  is  exhausted.
Currently,  the minimum transfer amount is $100 per transfer. We may change this
amount or grant exceptions.  If you elect this program,  the first transfer will
occur one period after the Issue Date.

Your request to  participate  in this program will be effective  when we receive
your  application  in good form at the PO Box  given on the  first  page of this
Prospectus.  You may elect to  increase,  decrease  or change the  frequency  or
amount of payments under a Dollar Cost Averaging Program.  Special  restrictions
apply to  transfers  from the Fixed  Account.  They are  explained  on this page
above.

The theory of dollar cost  averaging is that you will  purchase  more units when
the unit  prices are  relatively  lower 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 the Fixed
Account at a pre-set  level.  For  example,  you could  specify that 30% of your
Policy  Values  should  be  in  the  Balanced  Portfolio,   40%  in  the  Growth
Portfolio--Janus  Aspen Series,  and 30% in Federated  High Income Bond Fund II.
Over time, the variations in each Subaccount's investment results will shift the
balance  of your  Policy  Value  allocations.  Under the  Portfolio  rebalancing
feature, we will automatically  transfer your Policy Value including new premium
(unless you specify  otherwise) back to the  percentages you specify.  Portfolio
rebalancing is consistent with maintaining your allocation of investments  among
market  segments,  although it is  accomplished  by reducing  your Policy  Value
allocated to the better performing segments.

You may choose to have  rebalances  made monthly,  quarterly,  semiannually,  or
annually. We will not charge a transfer fee for portfolio  rebalancing.  No more
than eight

                                       9
<PAGE>

Subaccounts,  or seven  Subaccounts  and the Fixed Account,  can be included for
portfolio rebalancing 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 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 Account 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 "Federal Tax Matters," beginning on page 21.)

                    THE INVESTMENT AND FIXED ACCOUNT OPTIONS

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
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  generally  do not  affect  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'  Prospectus  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  (commonly  known  as  "junk  bonds").   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 usually
invests at least 50% of its equity assets in securities  issued by  medium-sized
companies, whose market capitalizations at the time of purchase by the Portfolio
fall within the same range as companies in the S&P MidCap

                                       10

400 Index.  The range is expected to change on a regular  basis.  This Portfolio
may invest its remaining assets in smaller or larger issuers.

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

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

MONEY MARKET  PORTFOLIO  seeks to obtain as high a level of current income as is
consistent with preserving capital and providing  liquidity.  The Portfolio will
omit its investment to securities with remaining maturities of 397 days or less.

EQUITY-INCOME  PORTFOLIO  seeks  reasonable  income by  investing  primarily  in
income-producing  equity securities.  The goal is to achieve a yield higher than
the composite  yield of the S&P 500 Composite Stock Price Index. At least 65% of
the 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.

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

OVERSEAS   PORTFOLIO  seeks  long-term  growth  of  capital   primarily  through
investments in foreign  securities.  At least 65% of the 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)

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

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.  The  Portfolio  usually
invests  primarily in common stock of domestic and foreign  issuers,  but it may
invest in any other types of security that may produce capital appreciation.

IAI RETIREMENT FUNDS, INC. (investment adviser: Investment Advisers, Inc.)

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

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

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

FEDERATED INSURANCE MANAGEMENT SERIES (investment adviser: Federated Advisers)

FEDERATED UTILITY FUND II 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  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 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,
the Portfolio  will not invest more than 10% of the value of its total assets in
equity securities.

SCUDDER VARIABLE LIFE INVESTMENT FUND (investment  adviser:  Scudder,  Stevens &
Clark,  Inc.) The Scudder  Variable Life  Investment  Fund  portfolios  have two
classes of shares.  The  Subaccounts  invest in those Class A that 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.  The
portfolio  can  invest  in a broad  range of short,  intermediate  and long term
securities.

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

VOTING RIGHTS.  As a general matter,  you do not have a direct right to vote the
shares of the  Portfolios  held by the  Subaccounts  to which you have allocated
your 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 OR SUBSTITUTIONS  OF INVESTMENTS.  If the shares of any of
the  Portfolios  should no longer be available  for  investment  by the Separate
Account or if, in the judgment of our Board of Directors,  further investment in
the shares of a Portfolio  is no longer  appropriate  in view of the purposes of
the Policy,  we may add,  delete or  substitute  shares of another  Portfolio or
mutual fund for Portfolio shares already purchased 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;

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(e)  to assess a charge for taxes attributable to the operations of the Separate
     Account or for other  taxes,  as  described  in "Charges  and  Deductions -
     Deduction for Separate Account Income Taxes" on page 19 below; and

(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  ("1933  ACT") AND THE FIXED
ACCOUNT IS NOT REGISTERED AS AN INVESTMENT  COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940  ("1940  ACT").  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  SECURITIES AND EXCHANGE  COMMISSION.  THE
FOLLOWING STATEMENTS ABOUT THE FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY
APPLICABLE  PROVISIONS OF THE FEDERAL  SECURITIES LAW REGARDING THE ACCURACY AND
COMPLETENESS OF DISCLOSURE.

You may  allocate  part or all of your Net  Premiums to the Fixed  Account.  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  interest  rate will credit  interest to the Fixed  Account  will be at
least an annual  effective  rate of 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 of 4%.

Transfers from the Fixed Account are subject to certain limitations described on
page 8 below.  Also,  as  described  on page 17 below,  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 Insured.  We will pay the Death Benefit  proceeds
to the named Beneficiary(ies) or contingent Beneficiary(ies). As described below
in "Settlement  Options", on page 16, 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 Insured  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 of
the Insured.  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:

Face Amount                         $100,000      $100,000
Death Benefit Option                       1             1
Insured's Age                             45            45
Policy Value on Date of Death       $ 48,000      $ 34,000
Applicable Corridor Percentage           215%          215%
Death Benefit                       $103,200      $100,000

In Example A, the Death Benefit equals  $103,200,  I.E., the greater of $100,000
(the  Face  Amount)  and  $103,200  (the  Policy  Value  at the Date of Death of
$48,000,  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 $100,000,  i.e., the greater of $100,000 (the
Face Amount) or $73,100 (the Policy Value of $34,000  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

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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.

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.  The change will take
effect on the Monthly  Deduction  Day on or  immediately  following  the date we
receive your written request.

We do not  currently  require  you to prove  insurability  for a change in Death
Benefit options. 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
$25,000.

CHANGE IN FACE  AMOUNT.  You may change the Face Amount  after the fifth  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 $50,000.

To apply for an increase  in the Face  Amount,  you must  submit a  supplemental
application  to us,  accompanied  by  satisfactory  evidence that the Insured is
insurable.  We will not permit any increase in Face Amount  after the  Insured's
80th 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.

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  Lapse
Determination  Value is too small to pay the  monthly  deduction  for the Policy
Month following the increase.  As described in "Surrender Charge" on page 18 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 monthly guarantee premium.

OPTIONAL  INSURANCE  BENEFITS.  You may ask to add  one or more  riders  to your
Policy to provide additional insurance. We will require evidence of insurability
before we issue a rider.  We will  deduct  the cost of any riders as part of the
monthly deductions (See "Monthly Deductions," page 17.). The riders we currently
offer are as follows:

CHILDREN'S  LEVEL TERM RIDER:  This  provides  for level term  insurance  on the
Insured's children,  as defined in the rider. We will provide coverage until the
earlier of the child's 25th  birthday or the  Insured's  age 65. We will pay the
death benefit to the Policyowner unless another beneficiary is provided.  If the
Insured dies while this rider is in effect, we automatically convert coverage on
each child to paid-up term  insurance  until the child reaches age 25. The rider
may be exchanged  for a new Policy on the earlier of each child's 25th  birthday
or the  Insured's  age 65.  We will not  require  evidence  of  insurability  to
exchange the rider.

ACCIDENTAL DEATH BENEFIT:  Under this rider, we provide additional  insurance if
the Insured dies from  accidental  bodily  injury as defined in the rider.  This
rider  ends  when  any of the  following  occurs:  (1)  the  Policy  Anniversary
following the Insured's 70th birthday; (2) the Policy terminates; or (3) you ask
to end the rider.

CONTINUATION  OF PREMIUM:  Under this rider, we will contribute a monthly amount
to the Policy Value if the Insured  becomes  totally  disabled as defined in the
rider.  This  rider  ends  when  any of the  following  occur:  (1)  the  Policy
terminates; (2) the Insured reaches age 60; or (3) you ask to end the rider.

ADDITIONAL  INSURED RIDER: This rider provides for life insurance coverage on an
additional  Insured.  We will  pay the Face  Amount  of the  rider to the  named
beneficiary  when we receive  proof that the  additional  Insured died while the
rider was in force.  You may renew the coverage until the  additional  Insured's
age 99. You may exchange the rider for a new Policy on the additional  insured's
life  prior to the  additional  Insured's  75th  birthday,  subject  to  certain
conditions as defined in the rider. We will not require evidence of insurability
to exchange this rider.

PRIMARY  INSURED  RIDER:  This rider  provides  additional  term life  insurance
coverage on the primary Insured. You may renew this coverage until you reach age
99.  Until you reach age 75, you may  exchange  the rider for a new  Policy.  In
addition,  after the  fifth  Policy  Year and  until  you reach age 75,  you may
convert  the  rider  to the  base  Policy.  We  will  not  require  evidence  of
insurability to exchange or convert the Policy.

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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.  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 17. While the
Policy remains in force,  you may repay the loan in whole or in part without any
penalty at any time while the Insured 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 on a pro
rata basis of the Subaccount and Fixed Account  balances.  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 Grace Period,  your Policy will lapse and terminate  without
value. As explained in the section  entitled "Lapse and  Reinstatement"  on page
16, 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,  and 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.

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<PAGE>

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 this page below. The tax
consequences of surrendering  the Policy are discussed in "Federal Tax Matters,"
beginning on page 21.

PARTIAL WITHDRAWALS.  While the Policy is in force, 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 $250.  We will  subtract the partial
withdrawal service fee of $10 from your withdrawal proceeds.  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  $25,000.  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 "Federal  Tax
Matters" beginning on page 21.

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 Insured.
If at the time of the  Insured'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  Lapse  Determination  Value is less than the
Monthly  Deduction  due on a Monthly  Deduction Day and the  Guaranteed  Minimum
Death Benefit

                                       16
<PAGE>

feature is not in  effect,  your  Policy may lapse.  You will be given the 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 Insured 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 13. 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. 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. 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  reasonable
time to clear.  We may  postpone  paying any amount for a total  surrender  or a
partial  withdrawal,  the  disbursement  of a Policy loan, or the payment of the
Death Benefit, in the following circumstances:

(1)  whenever  the New York  Stock  Exchange  is closed  (other  than  customary
     week-end 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
     reasonably practicable; or

(3)  at any other time permitted by the SEC for your protection.

In addition,  we may delay payment of the  Surrender  Value in the Fixed Account
for up to 6 months (or a shorter period if required by applicable law).

                             CHARGES AND DEDUCTIONS

PREMIUM  CHARGES.  Before we  allocate  Premium  to the  Policy  Value,  we will
subtract  2.5%  of the  Premium  to pay  state  premium  taxes.  This  deduction
represents  an amount we consider  necessary  to pay all premium  taxes  imposed
under state and local tax laws.  Premium tax rates  currently  range up to 4.0%.
Accordingly,  the 2.5%  deducted  from your Premium may be more or less than the
amount  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.

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

The amount of the Monthly Deduction is the sum of:

(1)  the cost of insurance for the Policy; and

(2)  a monthly administration charge of $5.00; and
 
(3)  the  annual  administrative  expense  charge,  when  due;  and the  cost of
     additional benefits provided by rider.

                                       17
<PAGE>

The Monthly Deduction will be taken pro rata from each of the Subaccounts of the
Separate Account and the Fixed Account.

COST OF  INSURANCE.  The cost of insurance is  determined  monthly.  The cost of
insurance is determined by multiplying the applicable  current cost of insurance
rate per $1,000 by the net amount at 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  Date  divided by
     1.0032737; and

(b)  is the Policy Value as of the prior  Monthly  Deduction  Day,  less (i) the
     $5.00  monthly  administration  charge;  and (ii)  the cost of any  benefit
     riders attached to thePolicy.

The cost of insurance  rate is based on the sex,  Issue Age,  Policy  Year,  and
premium rating class of the Insured under the Policy.  However,  we issue unisex
policies in Montana and in connection with tax-qualified plans.

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.  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.  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 the  Insured's 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 we ever  charge you a cost of  insurance  rate  during the first five  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.

On the Policy Anniversary  following the Insured's 100th birthday, we will waive
cost of insurance charges and monthly policy fees.

ADMINISTRATIVE  EXPENSE CHARGE. We will deduct an annual administrative  expense
charge of .20% of the Policy Value on each Policy  Anniversary  during the first
twelve Policy Years.  This charge is intended to help  reimburse the Company for
certain  administrative  expenses  related to  maintenance of the Policy and the
Separate Account. In addition,  we may use the administrative  expense charge to
cover issue  expenses and start up costs of the  administrative  systems for the
Policy not covered by the contingent deferred administrative charge.

RISK  CHARGE.  We will  also  assess  a charge  on a daily  basis  against  each
Subaccount of the Separate  Account.  This charge is currently  .70% per year of
the value of the  Subaccount.  We may change this rate, but it will never exceed
 .90% of the value of the  Subaccounts.  This charge is intended to compensate us
for our assumption of certain mortality and expense risks in connection with the
Policy.  Specifically,  we bear the risk that the total amount of Death Benefits
payable  under the Policy will be greater than  anticipated,  and we also assume
the risk that the actual  cost we incur to  administer  the  Policy  will not be
covered by administrative charges assessed under the Policy.

SURRENDER  CHARGE.  If you totally surrender your Policy, a surrender charge may
apply. The surrender charge has two parts:

(1)   a contingent deferred sales charge, and
(2)   a contingent deferred administrative charge.

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 base amount of the surrender charge is determined at
issue (or at the time of an increase). The amount you pay decreases over time.

CONTINGENT  DEFERRED SALES CHARGE.  When we issue your Policy,  we determine the
contingent  deferred sales charge.  To determine the  contingent  deferred sales
charge, we multiply the Premium by 30%. The maximum Premium amounts to which the
30% is  applied  depends on the  Insured's  age at issue,  sex,  and status as a
smoker or non-smoker.  For example, if the Insured is age 45 when your Policy is
issued,  the maximum Premium amount per thousand  subject to this calculation is
as follows:

Male Non-Smoker            $  17.53
Male Smoker                $  23.60
Female Non-Smoker          $  14.67
Female Smoker              $  17.47
Unisex Non-Smoker          $  16.94
Unisex Smoker              $  22.30

Accordingly,  if the Insured were a male non-smoker age 45 and the Policy's Face
Amount was $100,000,  the maximum  contingent  deferred  sales charge  initially
would be $525.90.

The rates for each  category  are greater or lesser  according to the age of the
Insured when your Policy is issued.  The maximum  amount of Premium per thousand
dollars of Face Amount occurs at issue age 80, and are as follows:

Male Non-Smoker            $134.63
Male Smoker                $152.20
Female Non-Smoker          $113.27
Female Smoker              $120.50
Unisex Non-Smoker          $128.63
Unisex Smoker              $140.73

The  contingent  deferred  sales  charge is 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 Policy
over the

                                       18
<PAGE>

life of the Policy.  To the extent  distribution  costs are not recovered by the
contingent  deferred sales charge,  the shortfall may be made up from the assets
of our General  Account which  includes funds derived from mortality and expense
risk charges deducted from Separate Account assets.

CONTINGENT   DEFERRED    ADMINISTRATIVE    CHARGE.   The   contingent   deferred
administrative charge varies by age as follows:

                             Contingent Deferred Administrative Charge (CDAC)
                                         (per $1,000 Face Amount)

         Issue Age or           CDAC          Issue Age or         CDAC
         Attained Age            per          Attained Age          per
          at Increase          $1,000         at Increase         $1,000
         ------------          ------         ------------        ------
             0-25              $1.45              36               $3.27
               26               1.60              37                3.46
               27               1.75              38                3.65
               28               1.90              39                3.85
               29               2.05              40                4.04
               30               2.20              41                4.23
               31               2.35              42                4.42
               32               2.50              43                4.62
               33               2.69              44                4.81
               34               2.88              45+               5.00
               35               3.08

We determine  the base CDAC at issue or, if you increase the Face Amount of your
Policy,  at the time of the increase.  The  contingent  deferred  administrative
charge is imposed to cover the  expenses we incur in issuing  and  administering
the Policy,  as well as  start-up  and  maintenance  costs  associated  with the
administrative systems for the Policy and the Separate Account.

If you surrender your Policy after twelve 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 shown below for the Policy Year in
which the surrender occurs.

    POLICY YEAR   % OF CALCULATED CHARGE
         1-5               100%
         6                  95%
         7                  90%
         8                  80%
         9                  70%
         10                 50%
         11                 40%
         12                 20%
         13                  0%

Thus, in the example given above, if the Policy were surrendered during the 10th
Policy Year, the surrender charge would equal $512.95  [$(525.90+500) X 50%)]. A
different  surrender charge  percentage rate might apply if the Insured is older
than 45 when the Policy is issued.

SURRENDER CHARGE ON INCREASES IN FACE AMOUNT. If you increase the 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  and rates  used in  determining  the
original  CDAC,  except that we use the Insured's age and smoking  status at the
time of the  increase,  rather  than at the time  your  Policy  was  issued.  No
contingent deferred sales charge applies on the increase.

The surrender  charge on the increase also decreases over a fourteen Policy Year
period,  starting  from the  effective  date of the  increase.  The  schedule of
surrender charge  percentages  applicable to the additional  surrender charge is
based on the Insured's age at the time of the  increase.  If you surrender  your
Policy or make a partial  withdrawal,  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  or a table of 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.

For partial  withdrawals  made during the first 12 Policy Years we will assess a
proportionate  percentage of the surrender charge. The proportionate  percentage
is the amount of the  partial  withdrawal  requested  divided  by the  surrender
value.  When a  partial  withdrawal  charge  is  assessed,  we will  reduce  any
remaining  surrender  charges  in a  proportionate  manner.  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 waive the transfer fee. The Policy, however,  permits
us to charge a transfer fee of $25 on the second and each subsequent transaction
in each calendar month in which  transfer(s) are effected between  Subaccount(s)
and/or the Fixed Account. We will notify you if we begin to charge this fee.

The  transfer  fee will be  deducted  from  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, then we will deduct the fee from the
transferred amount.

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

                                       19
<PAGE>

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 21.

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 below contains a summary of current  estimates of those
charges and  expenses.  For more  detailed  information  about those charges and
expenses. For more detailed information about those charges and expenses, please
refer  to the  Prospectuses  for  the  appropriate  Portfolios.  We may  receive
compensation  from the from the  investment  advisers or  administrators  of the
Portfolios  in  connection   with   administrative   service  and  cost  savings
experienced by the investment advisers or administrators.


<PAGE>

<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)

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

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

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

IAI Retirements Funds, Inc.
   IAI Regional                                                 0.65%                  0.29%                0.94%
   IAI Balanced (3) (net of expense reimbursements)             0.65%                  0.37%                1.02%
   IAI Reserve (3) (net of expense reimbursements)              0.45%                  0.23%                0.68%

SCUDDER VARIABLE LIFE INVESTMENT FUND
   Bond                                                         0.47%                  0.09%                0.56%
</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  reductions  until at least the next annual  renewal of the
     advisory agreement.

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

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


                            GENERAL POLICY PROVISIONS

THE POLICY. The Policy and attached copy of the application and any supplemental
applications  are the entire  contract.  Only a Lincoln Benefit Life Officer may
approve a change in or waive any provisions of the Policy.  We reserve the right
to change the terms of the Policy to comply with changes in applicable law.

STATEMENTS  TO POLICY  OWNERS.  We will  maintain  all  records  relating to the
Separate Account and  Subaccounts.  Each year we will send a report to you which
shows  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 $25 for this extra report, but only if we tell you in advance.

In addition, we will send you the reports required by the 1940 Act. We will mail
you   confirmation   notices  or  other   appropriate   notification  of  Policy
transactions quarterly or at such more frequent times as may be 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 is
alive. If a Policy has lapsed and been  reinstated,  the reinstated  Policy will
not be contested after two years from reinstatement  while the Insured is alive.
Any  increase in the Face Amount  after the  increase has been in effect for two
years may be contested while the Insured is alive.

SUICIDE. The Policy does not pay the full Death Benefit if the Insured kills him
or  herself  within  two years from the Issue Date or two years from the date of
any increase in face amount,  with respect to such increase.  This exclusion for
suicide  applies  regardless  of whether the  Insured is sane or insane.  In the
event of suicide  within two years of the Issue Date,  we will  refund  Premiums
paid, without interest minus any Policy debt and minus any partial surrender. If
the  In-

                                       20
<PAGE>

sured  commits  suicide while sane or insane within two years of any increase in
the Face Amount,  with respect to that increase,  we will pay an amount equal to
the total cost of insurance charges for the increase.

MISSTATEMENTS.  If the age or sex of the  Insured is  incorrectly  stated in the
application, we will adjust the Death Benefit and Surrender Value appropriately,
as explained in the Policy.

BENEFICIARY.  You name the original  Beneficiaries and contingent  Beneficiaries
designated by you on the application.  You may change the primary Beneficiary or
contingent Beneficiary at any time, except irrevocable  Beneficiaries may not be
changed without their consent.

You must request a change of Beneficiary  in writing.  We will provide a form to
be signed  and filed  with us.  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 you, we
will divide the Death Benefit among the surviving Beneficiaries.

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

ASSIGNMENT.  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 of such assignment, we are not liable
for any action we may take or  payments  we may make that may be contrary to the
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.

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


                               FEDERAL 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 SEPARATE 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 POLICY 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.

                                       21
<PAGE>

If you are Owner  and  Insured  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 Insured 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 insured'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
     59 1/2;

- -    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

                                       22
<PAGE>

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 68508.  Lincoln  Benefit Life is a wholly owned  subsidiary of Allstate
Life Insurance Company ("Allstate Life or ALIC"), a stock life insurance company
incorporated  under the laws of the State of Illinois.  Allstate Life  Insurance
Company 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 ("Corporation").

We are authorized to conduct life insurance and annuity business in the District
of Columbia,  Guam,  U.S.  Virgin  Islands and in 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.

Through  reinsurance  agreements,  substantially  all of the assets  backing our
reinsured  liabilities  are owned by Allstate Life.  These assets  represent our
general  account  and are  invested  and  managed by  Allstate  Life.  While the
reinsurance agreements provides us with financial backing from Allstate Life, it
does not create any direct  contractual  relationship  between Allstate Life and
you.

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

Lincoln Benefit Life Company 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, Ne. 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.

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, 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 Insur-

                                       23
<PAGE>

ance 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.

                                       24
<PAGE>

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 Life Insurance Company.

SEPARATE  ACCOUNT.  Lincoln  Benefit Life Variable  Life Account was  originally
established by Lincoln Benefit 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  Securities  and Exchange
Commission 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.  The assets of the  Separate  Account,  equal to its reserves and
other contract  liabilities,  are not chargeable with liabilities arising out of
any other business we may conduct.  Income,  gains,  and losses,  whether or not
realized,  from assets  allocated  to the  Separate  Account are  credited to or
charged against the Separate Account without regard to our other income,  gains,
or losses.  Our  obligations  arising under the Contracts are general  corporate
obligations of Lincoln Benefit Life.

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
may use the Separate Account to fund our other variable life insurance policies,
which will be accounted for separately.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS. We hold the assets of the Separate
Account.  The assets are kept 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 LIFE. We are organized under the laws of the
State of Nebraska and regulated by the Nebraska  Department of Insurance.  Every
year we file an annual  statement  with the Director of  Insurance  covering our
operations for the previous year and financial  condition as of the end of year.
We are  inspected  periodically  by the  Department  of  Insurance to verify our
contract  liabilities  and reserves.  We are also examined  periodically  by the
National  Association  of  Insurance  Commissioners.  We are also subject to the
insurance laws and regulations of other states 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.

                            DISTRIBUTION OF POLICIES

Policies 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  70% of all Premiums up to the first year Safety Net
premium plus 2.50% of any  additional  premiums in the first year.  In addition,
certain  bonuses  and  managerial  compensation  may be  paid.  We pay all  such
commissions and incentives.

During  1998,  1997,  and  1996,  the  Company  paid  to  its  former  principal
underwriter of the Policies,  Lincoln Benefit Financial Services ("LBFS"), gross
commissions for the sale of Policies of  approximately  $9,412,427,  $8,915,279,
and  $7,037,383  respectively.  Of the  gross  commissions  received,  LBFS  (as
principal   underwriter)   retained   $199,728.25,   $287,038,   and   $275,232,
respectively.  The amounts not  retained by LBFS were paid to other  independent
broker/dealers  and registered  representatives  of LBFS for distribution of the
Policies.

Lincoln Benefit does not pay ALFS a commission for distribution of the Policies.
The  Underwriting  Agreement  with ALFS provides that we will reimburse ALFS for
expenses  incurred in distributing the Policies  including any liability arising
out of services we provide on the
Policies.

                   MARKET TIMING AND ASSET ALLOCATION SERVICES

Certain  third  parties  offer market  timing and asset  allocation  services in
connection  with the  Policies.  In certain  situa-

                                       25
<PAGE>

tions,  the Company will honor  transfer  instructions  from such third  parties
provided  such  market  timing and asset  allocation  services  comply  with the
Company's administrative systems, rules and procedures, which may be modified by
the Company at any time.  PLEASE NOTE that fees and  charges  assessed  for such
market timing and asset  allocation  services are separate and distinct from the
Contract fees and charges set forth herein.  The Company neither  recommends nor
discourages such market timing and asset allocation services.

                                LEGAL PROCEEDINGS

There are no pending legal proceedings  affecting the Separate Account.  Lincoln
Benefit  and its  subsidiaries  are  engaged  in routine  lawsuits  which in our
management's judgement, 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  insurance law have
been passed upon by Carol S. Watson,  Senior Vice President and General  Counsel
of Lincoln  Benefit.  Legal matters  relating to the federal  securities laws in
connection with the Policies  described in this Prospectus are being passed upon
by the law firm of Jordan Burt Boros Cicchetti  Berenson & Johnson,  1025 Thomas
Jefferson St., East Lobby, Washington, D.C.
20007-5201.

                             REGISTRATION STATEMENT

We have  filed  a  registration  statement  with  the  Securities  and  Exchange
Commission  under the  Securities  Act of 1933,  as  amended,  for the  Policies
offered by this Prospectus. This Prospectus does not contain all the information
set  forth  in the  registration  statement  and  exhibits  filed as part of the
registration  statement.  You should  refer to the  registration  statement  and
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.

                                     EXPERTS

The  financial  statements  of Lincoln  Benefit Life Variable Life Account as of
December 31, 1998, and for each of the periods ended December 31, 1998, December
31, 1997,  and December 31, 1996 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 Dean M. Way, Vice President and 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  provide  information on some
Subaccounts which are not available under the Policy. Those Subaccounts are only
available to Policies other than described in this  Prospectus  that are offered
by the Company.  The consolidated  financial  statements of Lincoln Benefit that
are included should be considered only as bearing on Lincoln  Benefit's  ability
to  meet  its  contractual  obligations  under  the  Policy.  Lincoln  Benefit's
financial statements do not bear on the investment experience of the assets held
in the Separate Account.


                                       26
<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


                                       27
<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE LIFE ACCOUNT

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

Independent Auditors' Report                                               32

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

   Investments in Alger American Fund Portfolios:                          33
     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

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

                                       28
<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE LIFE ACCOUNT

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

   Investments in MFS Variable Insurance Trust Portfolios:                   33
     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:                            34
     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:                      35, 41, 45
     Flexible Income
     Balanced
     Growth
     Aggressive Growth
     Worldwide Growth
   Investments in IAI Retirement Funds, Inc. Portfolios:              36, 42, 46
     Regional
     Reserve
     Balanced
   Investment in Fidelity Variable Insurance Products 
        Fund II Portfolio:
     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:
     Contrafund

For the Period August 17, 1998 to December 31, 1998
   Investment in Fidelity Variable Insurance Products Fund II Portfolio:     36
     Index 500

For the Years Ended December 31, 1998, 1997 and 1996                      
   Investments in Fidelity Variable Insurance Products Fund 
       Portfolios:                                                    37, 43, 47
     Money Market
     Equity-Income
     Growth
     Overseas
   Investments in Federated Insurance Management Series Portfolios:   37, 44, 48
     High Income Bond Fund II
     Utility Fund II
     U.S. Government Securities Fund II
   Investment in Scudder Variable Life Investment Fund Portfolio:     38, 44, 48
     Bond

For the Period August 17, 1998 to December 31, 1998
     Investments in Scudder Variable Life Investment Fund Portfolios:       38
     Balanced
     Growth and Income
     Global Discovery
     International

                                       29
<PAGE>

LINCOLN BENEFIT LIFE
VARIABLE LIFE ACCOUNT

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

                                                                          Page

   Investments in Strong Variable Insurance Funds, Inc. Portfolios:         38
     Discovery Fund II
     Growth Fund II
   Investment in Strong Opportunity Fund II, Inc. Portfolio:                39
     Opportunity Fund II
   Investment in T. Rowe Price International Series, Inc. Portfolio:        
     International Stock
   Investments in T. Rowe Price Equity Series, Inc. Portfolio:              
     New America Growth
     Mid-Cap Growth
     Equity Income
   Investments in MFS Variable Insurance Trust Portfolios:                  40
     Growth with Income Series
     Research Series
     Emerging Growth Series
     Total Return Series
     New Discovery Series

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:                          49
     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:                      50, 56, 60
     Flexible Income
     Balanced
     Growth
     Aggressive Growth
     Worldwide Growth
   Investments in IAI Retirement Funds, Inc. Portfolios:              51, 57, 61
     Regional
     Reserve
     Balanced
   Investment in Fidelity Variable Insurance Products 
       Fund II Portfolio:                                             
     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:                                             
     Contrafund

For the Period August 17, 1998 to December 31, 1998              
   Investment in Fidelity Variable Insurance Products 
       Fund II Portfolio:                                                  51
     Index 500

                                       30
<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:                                               52, 58, 62
     Money Market
     Equity-Income
     Growth
     Overseas
   Investments in Federated Insurance Management Series Portfolios:   52, 59, 63
     High Income Bond Fund II
     Utility Fund II
     U.S. Government Securities Fund II
   Investment in Scudder Variable Life Investment Fund Portfolio:     53, 59, 63
     Bond

For the Period August 17, 1998 to December 31, 1998
   Investments in Scudder Variable Life Investment Fund Portfolios:        53
     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:               54
     Opportunity Fund II
   Investment in T. Rowe Price International Series, Inc. Portfolio:       
     International Stock
   Investment in T. Rowe Price Equity Series, Inc. Portfolios:             
     New America Growth
     Mid-Cap Growth
     Equity Income
   Investments in MFS Variable Insurance Trust Portfolios:                 55
     Growth with Income Series
     Research Series
     Emerging Growth Series
     Total Return Series
     New Discovery Series

Notes to Financial Statements                                            64-66

                                       31
<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



                                       32
<PAGE>

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

STATEMENTS OF NET ASSETS
DECEMBER 31, 1998

($ in thousands)

NET ASSETS
Investments in The 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.

                                       33
<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>


                                       34
<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>



                                       35
<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>



                                       36
<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>

                                       37
<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    $     --   4     --   $     --   $     --   $     --         --
                                           ========    ========   ========   ========   ========   ========   ========

<FN>

See notes to financial statements.

</FN>
</TABLE>


                                       38
<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>



                                       39
<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>


                                       40
<PAGE>

<TABLE>
<CAPTION>


LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT


STATEMENTS OF OPERATIONS
($ in thousands)                                                                         
                                                                                         
                                                  Janus Aspen Series Portfolios          
                                           --------------------------------------------- 
                                              For the Year Ended December 31, 1997
                                           ---------------------------------------------
                                           Flexible                  Aggressive Worldwide
                                            Income  Balanced  Growth   Growth    Growth  
                                           -------  -------- ------- ---------- -------- 
<S>                                        <C>      <C>      <C>      <C>       <C>      
INVESTMENT INCOME
Dividends                                  $    49  $    86  $   189  $   --    $    181 
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                    (5)     (18)     (46)      (46)      (81)
  Administrative expense                        (1)      (5)     (12)      (14)       (9)
                                           ---------  ------- -------- --------- --------
     Net investment income (loss)               43       63      131       (60)       91 
                                           ---------  ------- -------- --------- --------

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 
  Cost of investments sold                  (1,066)  (2,221)  (7,446)  (10,625)  (15,964)
                                           ---------  ------- -------- --------- --------
     Net realized gains (losses)                21      144      372       421     1,170 
                                           ---------  ------- -------- --------- --------
Change in unrealized gains (losses)              9      260      640       632       600 
                                           ---------  ------- -------- --------- --------
     Net gains (losses) on investments          30      404    1,012     1,053     1,770 
                                           ---------  ------- -------- --------- --------
CHANGE IN NET ASSETS
  RESULTING FROM OPERATIONS                $    73  $   467  $ 1,143  $    993  $  1,861 
                                           =======  =======  =======  ========  ======== 


<FN>

See notes to financial statements.

</FN>
</TABLE>


                                       41

<PAGE>                                       
                                             
<TABLE>                                      
<CAPTION>                                    
                                             
                                             
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT   
                                             
                                             
STATEMENTS OF OPERATIONS                     
($ in thousands)                                                      Fidelity       
                                             IAI Retirement Funds,Insurance Products 
                                                  Inc. Portfolios Fund II Portfolios 
                                             ------ ----- -----   -------  -------   
                                              For the Year Ended December 31, 1997
                                             -------------------------------------
                                              Regi- Res-   Bal-    Asset   Contra-   
                                              onal  erve  anced   Manager  fund      
                                              ----- ----- -----   -------  -------   
<S>                                           <C>    <C>   <C>    <C>      <C>       
INVESTMENT INCOME                                                                    
Dividends                                     $  94  $  6  $  10  $   305  $    51   
Charges from Lincoln Benefit Life Company:                                           
  Mortality and expense risk                    (16)   (1)    (2)     (21)     (27)  
  Administrative expense                         (5)    --    (1)      (6)      (6)  
                                              ------ ------ ------ -------- ------   
     Net investment income (loss)                73     5      7      278       18   
                                              ------ ------ ------ -------- ------   
                                                                                     
REALIZED AND UNREALIZED GAINS                                                        
  (LOSSES) ON INVESTMENTS                                                            
Realized gains (losses) from                                                         
sales of investments:                                                                
  Proceeds from sales                           953    53    171    3,642    6,207   
  Cost of investments sold                     (888)  (54)  (160)  (3,388)  (5,900)  
                                              ------ ------ ------ -------- ------   
     Net realized gains (losses)                 65    (1)    11      254      307   
                                              ------ ------ ------ -------- ------   
Change in unrealized gains (losses)             113     --    24       (1)     373   
                                              ------ ------ ------ -------- ------   
     Net gains (losses) on investments          178    (1)    35      253      680   
                                              ------ ------ ------ -------- ------   
CHANGE IN NET ASSETS                                                                 
  RESULTING FROM OPERATIONS                   $ 251  $  4  $  42  $   531  $   698   
                                              =====  ====  =====  =======  =======   
                                             
                                             
<FN>                                         
                                             
See notes to financial statements.           
                                             
</FN>                                        
</TABLE>                                     
                                             
                                             
                                       42

<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, 1997
                                           ---------------------------------------
                                                                                  
                                             Money    Equity-                     
                                            Market    Income   Growth   Overseas  
                                           ---------  -------  -------  --------  
<S>                                        <C>        <C>      <C>      <C>       

INVESTMENT INCOME
Dividends                                  $     315  $   846  $   318  $    252  
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                     (41)     (78)     (72)      (25) 
  Administrative expense                          (8)      (5)     (22)       (7) 
                                           ---------  -------  -------  --------  
     Net investment income (loss)                266      763      224       220  
                                           ---------  -------  -------  --------  

 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  
   Cost of investments sold                 (105,015)  (8,484)  (9,231)  (20,961) 
                                           ---------  -------  -------  --------  
     Net realized gains (losses)                  --      289      712       545  
                                           ---------  -------  -------  --------  
 Change in unrealized gains (losses)              --    1,539    1,095      (267) 
                                           ---------  -------  -------  --------  

     Net gains (losses) on investments            --    1,828    1,807       278  
                                           ---------  -------  -------  --------  
 CHANGE IN NET ASSETS
   RESULTING FROM OPERATIONS               $     266  $ 2,591  $ 2,031  $    498  
                                           =========  =======  =======  ========  


<FN>


See notes to financial statements.

</FN>
</TABLE>


                                       43
<PAGE>

<TABLE>                                   
<CAPTION>                                 
                                          
                                          
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
                                          
                                          
STATEMENTS OF OPERATIONS                  
($ in thousands)                                                Scudder    
                                                                Variable   
                                                                  Life     
                                           Federated Insurance Investment  
                                             Management Series    Fund     
                                               Portfolios      Portfolio   
                                          -------------------------------  
                                                          U.S              
                                           High          Gov't             
                                          Income         Securi-           
                                           Bond  Utility ties              
                                          Fund II Fund II FundII  Bond     
                                          ------- ------  -----  ------    
<S>                                       <C>      <C>    <C>    <C>       
                                                                           
INVESTMENT INCOME                                                          
Dividends                                 $    61  $  44  $   9  $  30     
Charges from Lincoln Benefit Life Company:                                 
  Mortality and expense risk                   (8)    (8)    (2)    (3)    
  Administrative expense                       (2)    (3)    --     (1)    
                                          -------  -----  -----  -----     
     Net investment income (loss)              51     33      7     26     
                                          -------  -----  -----  -----     
                                                                           
 REALIZED AND UNREALIZED GAINS                                             
   (LOSSES) ON INVESTMENTS                                                 
 Realized gains (losses) from                                              
 sales of investments:                                                     
   Proceeds from sales                      2,364    734    261    576     
   Cost of investments sold                (2,313)  (665)  (257)  (577)    
                                          -------  -----  -----  -----     
     Net realized gains (losses)               51     69      4     (1)    
                                          -------  -----  -----  -----     
 Change in unrealized gains (losses)           48    166      7     13     
                                          -------  -----  -----  -----     
                                                                           
     Net gains (losses) on investments         99    235     11     12     
                                          -------  -----  -----  -----     
 CHANGE IN NET ASSETS                                                      
   RESULTING FROM OPERATIONS              $   150  $ 268  $  18  $  38     
                                          =======  =====  =====  =====     
                                          
                                          
<FN>                                      
                                          
                                          
See notes to financial statements.        
                                          
</FN>                                     
</TABLE>                                  
                                          
                                          
                                       44
<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>


                                       45
<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>



                                       46
<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>


                                       47
<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>

                                       48
<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>

                                       49
<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>


                                       50
<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>


                                       51
<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>

                                       52
<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>


                                       53
<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>

                                       54
<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>

                                       55
<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>


                                       56
<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>


                                       57
<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>

                                       58
<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, 1997
                                       -----------------------------------------------------------
                                                                         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>

                                       59
<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>

                                       60
<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>


                                       61
<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>

                                       62
<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>


                                       63
<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.

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.


                                       64
<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>
                                       65
<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>

                                       66
<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







                                       67
<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.


                                       68
<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.


                                       69
<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.


                                       70
<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.


                                       71
<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. 

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.



                                       72
<PAGE>
                                


                                     
                               


                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



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.

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.



                                       73
<PAGE>
                                


                                     
                               


                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



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 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


                                       74
<PAGE>
                                


                                     
                               


                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



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.

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

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.



                                       75
<PAGE>
                                     

                                  

                                     

                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)


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  below 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.

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


                                       76
<PAGE>

                                  
                                    
                                
                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)

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.
                               
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.

                                       77
<PAGE>


                                    
                                    
    
                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)

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%
                                     =====     =====      =====

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.

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
                                                 ======

                                       78
<PAGE>
                                     
                                     

                        LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ($ in thousands)



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.

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:

<TABLE>
<CAPTION>

                                        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>


                                       79
<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   $            -
                               ============    ===========   ==============

                         

                                       80
<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
the  Surrender  Values and Death  Benefits of a Policy issued to an Insured of a
given age and underwriting  risk  classification  who pays the specified an-nual
premium would vary over time if the investments 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 through A-5  illustrate a Policy  issued to a male,
age 45, $150,000 face amount,  under a preferred  nonsmoker risk  classification
and Death Benefit Option 1.


The illustrations on pages A-2 and A-3 assume annual payment of $1,883, which is
the Safety Net Premium (see Monthly Guarantee Premiums, page 7). Payment of this
premium each year would guarantee death benefit  coverage to age 65,  regardless
of investment performance, assuming no loans or withdrawals are taken.

The  illustrations  on page A-2 assume  current  charges  and cost of  insurance
rates, while the illustrations on page A-3 assume maximum guaranteed charges and
cost of  insurance  rates  (based on the 1980  Commissioners  Standard  Ordinary
Mortality Table).

The illustrations on page A-4 and A-5 assume annual payment of $2,935,  which is
the Lifetime  Guarantee  Premium (see  "Monthly  Guarantee  Premiums,"  page 7).
Payment of this premium each year would guarantee death benefit coverage for the
Insured's lifetime,  regardless of investment performance,  assuming no loans or
withdrawals are taken. The  illustrations on page A-4 assume current charges and
cost of insurance  rates,  while the  illustrations  on page A-5 assume  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 .59% 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.  Also  reflected  is our daily  charge to each
Subaccount for assuming  mortality and expense  risks.  The current charge is an
annual rate of .70% of the average net assets of the Subaccounts.  The mortality
and expense  risk charge is  guaranteed  never to exceed .90% of the average net
assets.  The illustrations  also reflect the deduction from premium payments for
premium taxes, the monthly  administrative  fee of $5, and, for the first twelve
policy years, the annual  administrative  charge of 0.2% of Policy value.  After
deduction of these amounts,  the illustrated  gross annual  investment  rates of
return of 0%, 6%, and 12%,  "Assuming  Current Costs"  correspond to approximate
net annual rates of -1.43%,  4.57%,  and 10.57%,  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 -1.63%, 4.37% and
10.37%, respectively.

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 "Federal Tax
Matters," page 21).

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 pro-posed
Insured's  actual age,  sex and  underwriting  classification,  the face amount,
death benefit option,  the proposed amount and frequency of premium payments and
any available riders requested.

                                      A-1
<PAGE>


                LINCOLN BENEFIT LIFE COMPANY
          FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                 HYPOTHETICAL ILLUSTRATIONS

              Male issue age 45
  Face Amount                   Preferred Non-
    $150,000                      Smoker Class
 Annual Premium                  Death Benefit
     $1,883                         Option 1
        Current Cost of Insurance Rates


                                       DEATH BENEFIT
                             Assuming Hypothetical Gross and
                             Net Annual Investment Return of
          Policy            0% Gross   6% Gross   12% Gross
           Year            -1.43% Net  4.57% Net  10.57% Net

            1                 150,000    150,000     150,000
            2                 150,000    150,000     150,000
            3                 150,000    150,000     150,000
            4                 150,000    150,000     150,000
            5                 150,000    150,000     150,000
            6                 150,000    150,000     150,000
            7                 150,000    150,000     150,000
            8                 150,000    150,000     150,000
            9                 150,000    150,000     150,000
            10                150,000    150,000     150,000
            15                150,000    150,000     150,000
            20 (age 65)       150,000    150,000     150,000
            30 (age 75)       150,000    150,000     257,153
            40 (age 85)          *       150,000     705,635
            54 (age 99)          *          *      2,688,870

<TABLE>
<CAPTION>

                          POLICY VALUE                     SURRENDER VALUE
                    Assuming Hypothetical Gross      Assuming Hypothetical Gross and
               and Net Annual Investment Return of   Net Annual Investment Return of
Policy              0% Gross 6% Gross 12% Gross        0% Gross    6% Gross     12% Gross
 Year          -1.43% Net   4.57% Net   10.57% Net   -1.43% Net  4.57% Net   10.57% Net

<S> <C>            <C>        <C>         <C>              <C>         <C>         <C>
    1              1,288      1,381       1,475            0           66          160
    2              2,526      2,793       3,072           987       1,254        1,533
    3              3,719      4,241       4,809         2,180       2,702        3,271
    4              4,866      5,727       6,702         3,327       4,188        5,163
    5              5,967      7,251       8,764         4,428       5,712        7,225
    6              7,028      8,821      11,023         5,566       7,359        9,561
    7              8,032      10,421     13,479         6,647       9,036       12,094
    8              8,984      12,057     16,161         7,753      10,826       14,930
    9              9,868      13,716     19,078         8,790      12,639       18,001
    10            10,683      15,397     22,255         9,913      14,628       21,486
    15            14,255      24,786     43,946        14,255      24,786       43,946
    20 (age 65)   16,099      35,367     79,778        16,099      35,367       79,778
    30 (age 75)    5,007      53,583    240,330         5,007      53,583      240,330
    40 (age 85)      *        50,044    672,034          *         50,044      672,034
    54 (age 99)      *           *    2,688,870          *            *      2,688,870
</TABLE>

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 * indicates lapse
in the absence of additional premium payment.

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  owner  and  different
in-vestment 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 the fund  that  this
assumed  investment rate of return can be achieved for any one year or sustained
over a period of time.

                                      A-2
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                           HYPOTHETICAL ILLUSTRATIONS

                                            Male issue age 45

               Face Amount $150,000           Preferred Non-Smoker Class

               Annual Premium $1,883          Death Benefit Option 1

                    Guaranteed Cost of Insurance Rates


                                    DEATH BENEFIT
                            Assuming Hypothetical Gross and
                           Net Annual Investment Return of
           Policy         0% Gross         6%Gross         12% Gross
           Year          -1.63% Net       4.37% Net        10.37% Net

           1               150,000           150,000          150,000
           2               150,000           150,000          150,000
           3               150,000           150,000          150,000
           4               150,000           150,000          150,000
           5               150,000           150,000          150,000
           6               150,000           150,000          150,000
           7               150,000           150,000          150,000
           8               150,000           150,000          150,000
           9               150,000           150,000          150,000
           10              150,000           150,000          150,000
           15              150,000           150,000          150,000
           20 (age 65)     150,000           150,000          150,000
           30 (age 75)       *                   *            185,407
           40 (age 85)       *                   *            497,425
           54 (age 99)       *                   *          1,791,360

<TABLE>
<CAPTION>


                         POLICY VALUE                   SURRENDER VALUE
                Assuming Hypothetical Gross and   Assuming Hypothetical Gross and
                 Net Annual InvestmentReturn of   Net Annual Investment Return of
   Policy       0% Gross  6% Gross    12% Gross    0% Gross  6% Gross   12% Gross
   Year       -1.63% Net  4.37% Net  10.37% Net  -1.63% Net  4.37% Net  10.37% Net

<S>               <C>         <C>        <C>            <C>       <C>        <C>
   1              1,238       1,330      1,422          0         15         107
   2              2,417       2,678      2,950         878     1,139       1,411
   3              3,536       4,042      4,594       1,997     2,504       3,055
   4              4,591       5,421      6,362       3,052     3,882       4,823
   5              5,580       6,811      8,264       4,041     5,272       6,726
   6              6,498       8,206     10,310       5,036     6,744       8,848
   7              7,338       9,600     12,506       5,953     8,215      11,121
   8              8,092      10,983     14,862       6,860     9,752      13,630
   9              8,750      12,346     17,386       7,673    11,269      16,308
   10             9,305      13,679     20,090       8,535    12,910      19,321
   15            10,296      19,663     37,119      10,296    19,663      37,119
   20 (age 65     6,871      22,911     62,413       6,871    22,911      62,413
   30 (age 75)      *          *       173,278         *         *       173,278
   40 (age 85)      *          *       473,739         *         *       473,739
   54 (age 99)      *          *     1,791,360         *         *     1,791,360
</TABLE>


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 * indicates lapse
in the absence of additional premium payment.

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  owner  and  different
in-vestment 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 the fund  that  this
assumed  investment rate of return can be achieved for any one year or sustained
over a period of time.

                                      A-3
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY

                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                           HYPOTHETICAL ILLUSTRATIONS

                            Male issue age 45

               Face Amount                   Preferred Non-
                  $150,000                    Smoker Class

               Annual Premium                Death Benefit
                  $2,935                       Option 1


                         Current Cost of Insurance Rates


                                    DEATH BENEFIT
                             Assuming Hypothetical Gross and
                             Net Annual Investment Return of
           Policy           0% Gross      6%Gross    12% Gross
           Year            -1.43% Net     4.57% Net  10.57% Net

           1               150,000         150,000      150,000
           2               150,000         150,000      150,000
           3               150,000         150,000      150,000
           4               150,000         150,000      150,000
           5               150,000         150,000      150,000
           6               150,000         150,000      150,000
           7               150,000         150,000      150,000
           8               150,000         150,000      150,000
           9               150,000         150,000      150,000
           10              150,000         150,000      150,000
           15              150,000         150,000      150,000
           20 (age 65)     150,000         150,000      188,144
           30 (age 75)     150,000         150,000      492,481
           40 (age 85)     150,000         258,225    1,340,123
           54 (age 99)     150,000         495,950    5,088,498

<TABLE>
<CAPTION>


                          POLICY VALUE                    SURRENDER VALUE
               Assuming Hypothetical Gross and     Assuming Hypothetical Gross and
               Net Annual Investment Return of     Net Annual Investment Return of
     Policy   0% Gross     6% Gross    12% Gross    0% Gross     6% Gross    12% Gross
      Year   -1.43% Net   4.57% Net    10.57% Net  -1.43% Net   4.57% Net   10.57% Net

<S>              <C>           <C>        <C>       <C>              <C>            <C>  
   1             2,300         2,455      2,610     761              916        1,071
   2             4,536         4,990      5,464     2,998          3,452        3,925
   3             6,716         7,617      8,594     5,177          6,078        7,055
   4             8,838        10,337     12,029     7,299          8,798       10,491
   5            10,902        13,155     15,802     9,363         11,616       14,264
   6            12,916        16,083     19,958    11,455         14,621       18,496
   7            14,864        19,108     24,520    13,479         17,724       23,135
   8            16,750        22,242     29,539    15,519         21,011       28,308
   9            18,561        25,476     35,055    17,484         24,399       33,978
   10           20,298        28,816     41,123    19,528         28,046       40,354
   15           28,450        48,016     83,134    28,450         48,016       83,134
   20 (age 65)  34,952        71,767    154,217    34,952         71,767      154,217
   30 (age 75)  35,604       137,949    460,263    35,604        137,949      460,263
   40 (age 85)       0       245,929  1,276,308         0        245,929    1,276,308
   54 (age 99)       0       495,950  5,088,498         0        495,950    5,088,498
</TABLE>

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 * indicates lapse
in the absence of additional premium payment.

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  owner  and  different
in-vestment 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 the fund  that  this
assumed  investment rate of return can be achieved for any one year or sustained
over a period of time.

                                      A-4
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           HYPOTHETICAL ILLUSTRATIONS

                   Face Amount  Male issue age 45
                   $150,000             Preferred Non-
                Annual Premium          Smoker Class
                     $2,935             Death Benefit
                                          Option 1

                       Guaranteed Cost of Insurance Rates



                                     DEATH BENEFIT
                             Assuming Hypothetical Gross and
                             Net Annual Investment Return of
          Policy           0% Gross       6% Gross     12% Gross
           Year           -1.63% Net      4.37% Net    10.37% Net

            1              150,000          150,000    150,000
            2              150,000          150,000    150,000
            3              150,000          150,000    150,000
            4              150,000          150,000    150,000
            5              150,000          150,000    150,000
            6              150,000          150,000    150,000
            7              150,000          150,000    150,000
            8              150,000          150,000    150,000
            9              150,000          150,000    150,000
            10             150,000          150,000    150,000
            15             150,000          150,000    150,000
            20 (age 65)    150,000          150,000    170,296
            30 (age 75)    150,000          150,000    433,851
            40 (age 85)    150,000          168,416  1,139,284
            54 (age 99)    150,000          321,965  4,064,200

<TABLE>
<CAPTION>

                            POLICY VALUE                     SURRENDER VALUE
                    Assuming Hypothetical Gross       Assuming Hypothetical Gross and
                and Net Annual Investment Return of   Net Annual Investment Return of
  Policy        0% Gross     6% Gross      12% Gross   0% Gross     6% Gross    12% Gross
   Year        -1.63% Net    4.37% Net     10.37% Net  -1.63% Net   4.37% Net   10.37% Net

<S>  `              <C>          <C>         <C>           <C>            <C>         <C> 
    1               2,248       2,401         2,555          709         863       1,016
    2               4,423       4,870         5,337        2,884       3,331       3,798
    3               6,523       7,407         8,367        4,984       5,869       6,828
    4               8,548      10,014        11,671        7,009       8,475      10,132
    5              10,494      12,691        15,274        8,955      11,152      13,735
    6              12,359      15,435        19,206       10,897      13,973      17,744
    7              14,136      18,246        23,495       12,751      16,861      22,110
    8              15,820      21,119        28,177       14,588      19,888      26,946
    9              17,401      24,050        33,289       16,324      22,973      32,212
    10             18,876      27,038        38,876       18,107      26,268      38,107
    15             24,561      43,016        76,531       24,561      43,016      76,531
    20 (age 65)    26,286      60,477       139,587       26,283      60,477     139,587
    30 (age 75)     3,335      99,011       405,468        3,335      99,011     405,468
    40 (age 85)       0       160,397     1,085,033           0      160,397   1,085,033
    54 (age 99)       0       321,965     4,064,200           0      321,965   4,064,200
</TABLE>

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 * indicates lapse
in the absence of additional premium payment.

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  owner  and  different
in-vestment 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 the fund  that  this
assumed  investment rate of return can be achieved for any one year or sustained
over a period of time.

                                      A-5



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