LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
485BPOS, 2000-04-21
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          As filed with the Securities and Exchange Commission on April 20, 2000
                                                       '33 Act File No. 33-67386

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                             ----------------------
                         Post-Effective Amendment No. 11
                                       to
                                    Form S-6

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

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

                          LINCOLN BENEFIT LIFE COMPANY
                               (Name of Depositor)
                             2940 South 84th Street
                          Lincoln, Nebraska 68506-4142
          (Complete Address of Depositor's Principal Executive Offices)

                                 CAROL S. WATSON
                          Lincoln Benefit Life Company
                             2940 South 84th Street
                          Lincoln, Nebraska 68506-4142
                                 1-800-525-9287

                (Name and Complete Address of Agent for Service)
                                    Copy to:
                             Joan E. Boros, Esquire
                 Jordan Burt Boros Cicchetti Berenson & Johnson
                       1025 Thomas Jefferson Street, N.W.
                           Washington, D.C. 20007-5201

Securities being offered - flexible  premium  variable  universal life insurance
policies.

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

            It is proposed that this filing will become effective:

            ___  immediately upon filing pursuant to paragraph (b) of Rule 485
              x  on May 1 pursuant to paragraph (b) of Rule 485
            ----
            ___  60 days after filing pursuant to paragraph (a) of Rule 485
            ___  on (date) pursuant to paragraph (a) of Rule 485

Pursuant  to  Section  24 (F)  under the  Investment  Company  Act of 1940,  the
Registrant  has  registered  an  indefinite   amount  of  securities  under  the
Securities Act of 1933.


<PAGE>

<TABLE>
<CAPTION>


                   LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
                       CROSS REFERENCE SHEET TO PROSPECTUS

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

ITEM NUMBER IN FORM N-8B-2                                                CAPTION IN PROSPECTUS
- ---------------------------                                               ------------------------------------

                  ORGANIZATION AND GENERAL INFORMATION
                  ------------------------------------------------------------------
                            <S>                                               <C>
 1. (a) Name of trust.....................................................Cover, Definitions

    (b) Title of each class of..........................................  Cover, Payment & Allocation of Premiums
        securities issued

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

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

 4.  Name & address of principal. underwriter.............                Payment & Allocation of Premiums, Distribution of the
                                                                          Policy

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

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

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

                               GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
                               ------------------------------------------------------------

General Information Concerning Securities and Rights of Holders
- -------------------------------------------------------------------------------

10.  (a),(b) Type of Securities......................................     Cover, Payment & Allocation of Premiums

     (c)     Rights of securityholders............................        Cover, Surrender & Withdrawal Privileges
             re: withdrawal or redemption                                 Policy Loans, "Free Look" Period, Right
                                                                          to Exchange

     (d)     Rights of securityholders............................        Cover, Right to Exchange, Surrender &
             re: conversion, transfer or                                  Withdrawal Privileges, Payment &
             partial withdrawal                                           Allocation of Premiums, Transfers,
                                                                          "Free Look" Period

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

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

     (g)     Notice to securityholders............................        Reports & Records

     (h)     Consent of Security. Holders......................           Additions, Deletions or Substitutions of
                                                                          Investments, Payment & Allocation of
                                                                          Premiums

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

Information Concerning Securities Underlying Trust's Securities
- -----------------------------------------------------------------------------

11.  Unit of specified securities in which.......................        Cover, The Portfolios
     securityholders have an interest

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

Information Concerning Loads, Fees, Charges & Expenses
- -----------------------------------------------------------------------
13.  (a)     With respect to each load,............................     Charges & Deductions
             fee, charge & expense

     (b)     Deductions for sales charges........................       Surrender Charge

     (c)     Sales load as percentage...............................    Surrender Charge
             of amount invested

     (d)-(g) Other loads, fees &....................................    Monthly Deductions, Premium Charges,
             expenses                                                   Risk Charge, Transfer Fee, Administrative
                                                                        Expense Charge, Other Charges

Information Concerning Operation of Trust
- ----------------------------------------------------

14.  Procedure for applications for &...........................       Payment & Allocation of Premiums,
     issuance of trust's securities                                    Distribution of the Policy

15.  Procedure for receipt of payments.........................        Payment & Allocation of Premiums,
     from purchases of trust's securities                              Payment of Premiums, Monthly Guarantee
                                                                       Premiums, Allocation of Premiums,
                                                                       Transfers

16.  Acquisition & disposition of..................................    Cover, The Portfolios
     underlying securities

17.  (a)     Procedure for withdrawal.............................     Cover, Surrender & Withdrawal Privileges
                                                                       "Free Look" Period, Right to Exchange

     (b)     Redemption or repurchase...........................       "Free Look" Period, Right to Exchange

     (c)     Cancellation or resale................................... "Free Look" Period, Right to Exchange



ITEM NUMBER IN FORM N-8B-2                                             CAPTION IN PROSPECTUS
- -------------------------                                              -------------------------------------

18.  Purchase of underlying securities..........................       The Portfolios, Allocation of Premiums,
                                                                       Transfers

19.  Procedure for keeping records &...........................        The Portfolios, Reports & Records
     furnishing information to securityholders

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

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

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

            ORGANIZATION, PERSONNEL & AFFILIATED PERSONS OF DEPOSITOR
            ---------------------------------------------------------

Organization & Operations of Depositor
- ------------------------------------------------
25.  Form, state & date of organization........................        Lincoln Benefit Life Company
     of depositor

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

28.  (a) 5% ownership..................................................Lincoln Benefit Life Company
     (b) Business experience of.....................................   Executive Officers & Directors of
         officers & directors of                                       Lincoln Benefit Life Company
         the depositor

Companies Owning Securities of Depositor
- ----------------------------------------------------

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

Controlling Persons
- ------------------------

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

                     DISTRIBUTION & REDEMPTION OF SECURITIES
                     ---------------------------------------

Distribution of Securities
- ------------------------------

35.  Distribution......................................................Lincoln Benefit Life Company,
                                                                       Distribution of the Policy



ITEM NUMBER IN FORM N-8B-2                                             CAPTION IN PROSPECTUS
- --------------------------                                             ------------------------------------

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

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

     (c)    Substance of current...................................... Distribution of the Policy
            agreements

Principal Underwriter
- --------------------------

39.   (a) & (b) Principal Underwriter............................      Distribution of the Policy

41.   Character of Underwriter's business.....................         Distribution of the Policy

Offering Price or Acquisition Value of Securities of Trust
- ---------------------------------------------------------------------

44.  Information concerning offering...........................       The Portfolios, Policy Value, Net
     price or acquisition valuation of                                Investment Factor
     securities of trust.  (All underlying
     securities are shares in registered
     nvestment companies.)

Redemption Valuation of Securities of Trust

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

46.  Information concerning redemption ....................          The Portfolios, Policy Value, Net
     valuation of securities of trust.  (All                         Investment Factor
     underlying shares are shares in a
     registered investment company.)

Purchase & Sale of Interests in Underlying Securities
- ----------------------------------------------------------------

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


                   INFORMATION CONCERNING TRUSTEE OR CUSTODIAN
                   -------------------------------------------

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

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

ITEM NUMBER IN FORM N-8B-2                                           CAPTION IN PROSPECTUS
- --------------------------                                           ------------------------------------

            INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
            ---------------------------------------------------------

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

     (b)    Types of policies........................................Cover, Payment & Allocation of Premiums,
                                                                     Federal Tax Matters

     (c)    Risks insured & excluded...............................  Death Benefit, Optional Insurance Benefits
                                                                     Misstatements, Suicide

     (d)    Coverage.................................................Cover, Payment & Allocation of Premiums

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

     (f)    Terms of cancellations...................................Policy Lapse, Reinstatement
            & reinstatement

     (g)   Method of determining.....................................Payment of Premiums, Monthly Guarantee
           amount of premium paid by holder                          Premiums, Premium Limitations, Allocation
                                                                     of Premiums

                              POLICY OF REGISTRANT
                       ----------------------------------

52.   (a) & (c) Selection of Portfolio.............................  Additions, Deletions or Substitutions of
                securities                                           Investments

Regulated Investment Company
- --------------------------------------

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


                      FINANCIAL AND STATISTICAL INFORMATION
        ----------------------------------------------------------------

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

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


<PAGE>


                                   PROSPECTUS
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                    ISSUED BY
                          LINCOLN BENEFIT LIFE COMPANY
                                 1-800-525-9287


OPERATIONS CENTER ADDRESS:                       MAILING ADDRESS:
2940 SOUTH 84TH STREET                           P.O. BOX 82532
LINCOLN, NEBRASKA 68506-4142                     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, 2000



<PAGE>



                               TABLE OF CONTENTS

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

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

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

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

GENERAL POLICY PROVISIONS............................................
The Policy...........................................................
Statements to Policy Owners..........................................
Limit on Right to Contest............................................
Suicide..............................................................
Misstatements........................................................
Beneficiary..........................................................
Assignment...........................................................
Dividends............................................................

FEDERAL TAX MATTERS..................................................
Taxation of the Separate Account.....................................
Taxation of Policy Benefits..........................................
Modified Endowment Contracts.........................................
Diversification Requirements.........................................
Ownership Treatment..................................................

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

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

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

<PAGE>

                                  DEFINITIONS

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

ACCUMULATION  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.


<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 [ ].) 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.

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
Program", page [ ]).


Under the Portfolio Rebalancing program, you can maintain the percentage of your
Policy Value allocated to each Subaccount at a pre-set level. Investment results
will  shift  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. We will automatically  terminate this program if you request a
transfer outside of the program. (See "Portfolio Rebalancing," page [].) 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. See "Qualified Plans" on page [].


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 15, 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 [ ].

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

In addition to our charges under the Policy, each Portfolio deducts amounts from
its assets to pay its  investment  advisory fee and other  expenses.  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 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 14).

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 [ ].

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 19, 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 [].


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.

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 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
Considerations--Modified Endowment Contracts", on pages [ ].

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 "Policy Lapse," on 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 pages [ ].

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 2000,  our offices will be closed on November 24th.
For  transfers  requested  on this day,  we will make the  transfer on the first
subsequent day on which we and the NYSE are open.


We have established  special  requirements for transfers from the Fixed Account.
You may make a lump sum transfer from the Fixed Account to the Subaccounts  only
during  the  60  day  period  beginning  on  the  Issue  Date  and  each  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:

o 30% of the Fixed Account balance on the most recent Policy  Anniversary;  or
o 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 [ ],
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 page [ ].


The theory of dollar cost  averaging is that by spreading your  investment  over
time,  you may be able to reduce the effect of transitory  market  conditions on
your investment. In addition, because a given dollar amount purchases more units
when the unit prices are  relatively low rather than when the prices are higher,
in a fluctuating  market, the average cost per unit may be less than the average
of the unit prices on the purchase dates. However, participation in this program
does not assure you of a greater profit from your  purchases  under the program,
nor  will it  prevent  or  necessarily  reduce  losses  in a  declining  market.
Moreover,  while we refer to this  program of periodic  transfers  generally  as
dollar cost averaging,  periodic  transfers from a subaccount with more volatile
performance experience is unlikely to produce the desired effects of dollar cost
averaging as would  transfers from a less volatile  subaccount.  You may not use
dollar cost averaging and portfolio rebalancing at the same time.


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

                    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 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.  This Portfolio will
invest in U.S.  dollar-denominated  money  market  securities  of  domestic  and
foreign   insurers,   including  U.S.   government   securities  and  repurchase
agreements.

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

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

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


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


ASSET MANAGER PORTFOLIO seeks to obtain high total return with reduced risk over
the long term by allocating its assets among domestic and foreign stocks, bonds,
and short-term money market securities. Usually, this Portfolio's assets will be
allocated  within  the  following  guidelines:  50% in stocks  (can  range  from
30-70%);  40% in bonds  (can  range from  20-60%);  and 10% in  short-term/money
market instruments (can range from 0-50%).

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


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


IAI REGIONAL PORTFOLIO  objective is capital  appreciation by investing at least
65% 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'S  investment  objective  is to achieve high current
income and  moderate  capital  appreciation.  The Fund  pursues  its  investment
objective by  investing,  under normal  market  conditions,  at least 65% of its
assets in equity securities (including convertible securities) of companies that
derive at least 50% of their revenues from the provision of electricity, gas and
telecommunications related services.

FEDERATED FUND FOR U.S.  GOVERNMENT  SECURITIES II'S investment  objective is to
provide current income. The Fund pursues its objective by investing primarily in
U.S.  government  securities which include agency mortgage (FHLMC,  FNMA, GNMA),
U.S. Treasury and agency debenture securities.

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


SCUDDER VARIABLE LIFE INVESTMENT FUND (investment  adviser:  Scudder,  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.

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

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

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

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

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

As a general  rule,  you are the person  entitled to give  voting  instructions.
However,  if you assign your Policy, the assignee may be entitled to give voting
instructions.  Retirement  plans may have  different  rules  for  voting by plan
participants.

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

We may,  when  required by state  insurance  regulatory  authorities,  disregard
Policy Owner voting instructions if the instructions  require that the shares be
voted so as to cause a change in the  sub-classification or investment objective
of one or more of the  Portfolios  or to approve  or  disapprove  an  investment
advisory contract for one or more of the Portfolios.

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

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

ADDITIONS,  DELETIONS 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; and

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

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

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

THE FIXED  ACCOUNT.  The portion of the Policy  relating to the Fixed Account is
not  registered  under the  Securities  Act of 1933  ("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 [ ] above.  Also,  as described on page [ ] above,  we may delay payment of
partial  withdrawals  or  Surrender  Value  from the Fixed  Account  for up to 6
months.

                           POLICY BENEFITS AND RIGHTS

DEATH  BENEFIT.  While your  Policy is in force,  we will pay the Death  Benefit
proceeds upon the death of the 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 [ ], 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 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 [ ] 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 15.). 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.

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 39. 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 [
], 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.

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

You may  receive  the  surrender  proceeds  in a lump  sum or  under  any of the
settlement  options  described  in  "Settlement  Options"  on page [ ].  The tax
consequences  of   surrendering   the  Policy  are  discussed  in  "Federal  Tax
Considerations," beginning on page [ ].

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 page [ ].

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

You may  request  that the  proceeds  of the Policy be paid  under a  settlement
option by submitting a request to us in writing before the death of the 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 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 . 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.

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 the Policy.

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 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)
<TABLE>
<CAPTION>
                <S>                             <C>                           <C>                            <C>
            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
</TABLE>

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


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 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 [ ].

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)
          <S>                                                     <C>                      <C>                 <C>
                                                              MANAGEMENT FEE         OTHER EXPENSES           TOTAL

JANUS ASPEN SERIES                                         ----------------------------------------------------------------------
   Flexible Income (1)                                             0.65%                  0.07%               0.72%
   Balanced                                                        0.65%                  0.02%               0.67%
   Growth (1)                                                      0.65%                  0.02%               0.67%
   Aggressive Growth (1)                                           0.65%                  0.02%               0.67%
   Worldwide Growth (1)                                            0.65%                  0.05%               0.70%

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

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Asset Manager (2) (after expense reduction)                     0.53%                  0.09%               0.62%
   Contrafund (2) (after expense reduction)                        0.58%                  0.07%               0.65%

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

IAI Retirements Funds, Inc.
   IAI Regional                                                    0.65%                  0.23%               0.88%
   IAI Balanced (4) (net of expense reimbursements)                0.65%                  0.32%               0.97%
   IAI Reserve (4) (net of expense reimbursements)                 0.45%                  0.56%               1.01%

SCUDDER VARIABLE LIFE INVESTMENT FUND
   Bond                                                           0.475%                  0.09%               0.57%
- --------------------------
(1)   Expenses are based upon  expenses  for the fiscal year ended  December 31,
      1999,  restated to reflect a reduction in the  management  fee for Growth,
      Aggressive Growth, Worldwide Growth, and Balanced Portfolios. All expenses
      are shown without the effect of expense offset arrangements.

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

(3)  The expense figures shown reflect the voluntary  waiver of all or a portion
     of the  Management  Fee.  The  maximum  Management  Fees for the  indicated
     Portfolios and the Total Portfolio Expenses absent the voluntary waiver are
     as follows:  0.75% and 1.19%,  respectively,  for the Utility  Fund II; and
     0.60% and 1.03%,  respectively,  for the U.S. Government Securities II, and
     0.60% and 1.04% respectively for the High Income Bond Fund II.

(4) The expense figures shown are net of expenses reimbursements from Investment
    Advisers,  Inc.  Without  such  reimbursements,  Management  Fees and  Total
    Portfolio  Expenses for the Portfolios  are estimated as follows:  0.65% and
    0.99% for Balanced Portfolio, and 0.45% and 1.66% for Reserve Portfolio.

</TABLE>


                            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  Insured  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.

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:

o        the right to change beneficiaries,
o        to assign the Policy,
o        to revoke an assignment,
o        to pledge the Policy, or
o        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:

o    distributions made on or after the date on which the taxpayer attains ag
     59 1/2;
o    distributions  attributable to the taxpayer's  becoming  disabled  (within
     the meaning of Section  72(m)(7) of the Code);
o    or any  distribution  that is  part  of a  series  of  substantially  equal
     periodic payments (not less frequently than annually) made for the life (or
     life  expectancy)  of the  taxpayer  or the  joint  lives  (or  joint  life
     expectancies) of such taxpayer and his or her beneficiary.

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

Diversification Requirements

For a Policy to qualify as a variable  life  insurance  policy for  federal  tax
purposes,   the  investments  in  the  Separate   Account  must  be  "adequately
diversified" consistent with standards under Treasury Department regulations. If
the  investments  in the Separate  Account are not adequately  diversified,  the
Policy  will not be treated  as a variable  life  insurance  policy for  federal
income tax purposes.  As a result, you will be taxed on the excess of the Policy
Value over the  investment in the contract.  Although  Lincoln  Benefit does not
have control over the Portfolios or their investments,  we expect the Portfolios
to meet the diversification requirements.

Ownership Treatment

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

Your rights under this Policy are different  than those  described by the IRS in
rulings  in which it found that  contract  owners  were not  owners of  Separate
Account assets. For example, you have the choice to allocate premiums and Policy
values among more  investment  options.  Also, you may be able to transfer among
investment options more frequently than in such rulings. These differences could
result  in you  being  treated  as the owner of the  Separate  Account.  If this
occurs,  income and gain from the Separate Account assets would be includable in
your gross  income.  Lincoln  Benefit does not know what  standards  will be set
forth in any regulations or rulings which the Treasury  Department may issue. It
is possible that future  standards  announced by the Treasury  Department  could
adversely  affect the tax  treatment of your  contract.  We reserve the right to
modify the 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 2940  South  84th  Street,
Lincoln, Nebraska 68506-4142.  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 2940  South  84th St.,  Lincoln,  Ne.
68506-4142

THOMAS R. ASHLEY,  SENIOR VICE PRESIDENT & MEDICAL DIRECTOR 1998, DIRECTOR 1999,
Vice President and Medical  Director  10/96-5/98  Lincoln  Benefit Life Company;
Director  10/99-present,  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,  DIRECTOR  1999,  Vice President
1982-1998 Lincoln Benefit Life Company.

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

LAWRENCE W. DAHL, EXECUTIVE VICE PRESIDENT,  DIRECTOR 1999, Lincoln Benefit Life
Company; Tax Director, 2/87-5/99, Allstate Life Insurance Company.

MARVIN P. EHLY, SENIOR VICE PRESIDENT, TREASURER AND CONTROLLER,  DIRECTOR 1999;
Vice President 6/93-12/98,  Lincoln Benefit Life Company; Senior Vice President,
Treasurer and Controller, 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.

RODGER A.  HERGENRADER,  SENIOR VICE  PRESIDENT,  DIRECTOR 1999,  Vice President
1995-1998,  Underwriter  1988-1995,  Lincoln  Benefit Life Company;  Senior Vice
President 1999-present, director 10/99-present, Surety Life Insurance Company.

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,  Director  10/99-present,  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,  DIRECTOR  1992,
SECRETARY 1999, Assistant Secretary 1994-9/99.  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, CHAIRMAN OF THE BOARD 1999, Lincoln Benefit Life Company;
Director  1/99-present,  Surety Life Insurance  Company;  Senior Vice President,
Director  6/95-present,  Vice President  1/95-6/95,  Allstate Insurance Company;
Senior Vice President, Director 7/96-present, Allstate Holdings, Inc.; President
1/99-present,  Director 9/95-present, Allstate Life Insurance Company; President
12/98-present,  Director  1/99-present,  Allstate Life Insurance  Company of New
York;  Senior  Vice  President  6/95-present,  Director  7/95-present,  Allstate
Property and Casualty Insurance Company; Vice President 1/95-1/99,  The Allstate
Corporation; Vice President 1993-1995, Sears, Roebuck & Company.

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

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

                            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.


ALFS,  Inc.  ("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 and 1997,  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 and $8,915,279 respectively. Of
the  gross  commissions  received,  LBFS  (as  principal  underwriter)  retained
$199,728.25 and,  $287,038  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  situations,  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 consolidated  financial  statements and related financial statement schedule
of Lincoln  Benefit as of  December  31, 1999 and 1998 and for each of the three
years in the period ended December 31, 1999,  included in this prospectus,  have
been audited by Deloitte & Touche LLP, independent  auditors, as stated in their
report  appearing  herein,  and are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

The financial  statements of the Variable  Account as of December 31, 1999,  and
for  each  of the  periods  in the  three  years  then  ended  included  in this
prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing  herein,  and are included in reliance upon the
report of such firm given  upon their  authority  as experts in  accounting  and
auditing.


                              FINANCIAL STATEMENTS

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



<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 annual
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 9). 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 $2,934,  which is
the Lifetime  Guarantee  Premium (see  "Monthly  Guarantee  Premiums,"  page 9).
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 .58% 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 .14% 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 -1.42%,  4.58%,  and 10.58%,  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 -1.62%, 4.38% and
10.38%, 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 []).


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.


<TABLE>
<CAPTION>

                          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
            <S>                      <C>                  <C>               <C>
          Policy                  0% Gross              6% Gross          12% Gross
           Year                  -1.42% Net             4.58% Net         10.58% 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           257,819
            40 (age 85)               *                   150,000           708,009
            54 (age 99)               *                      *            2,708,894
</TABLE>




<TABLE>
<CAPTION>

                               POLICY VALUE                                     SURRENDER VALUE
                    Assuming Hypothetical Gross                          Assuming Hypothetical Gross and
                   and Net Annual Investment Return of                   Net Annual Investment Return of
    <S>                   <C>            <C>          <C>                    <C>          <C>          <C>
  Policy               0% Gross       6% Gross      12% Gross             0% Gross     6% Gross     12% Gross
   Year               -1.42% Net      4.58% Net     10.58% Net          -1.42% Net     4.58% Net   10.58% Net
    1                    1,289        1,382          1,476                     0           67          161
    2                    2,527        2,795          3,074                   988        1,256        1,535
    3                    3,721        4,244          4,813                 2,182        2,705        3,274
    4                    4,869        5,732          6,707                 3,331        4,193        5,169
    5                    5,971        7,256          8,771                 4,432        5,717        7,232
    6                    7,033        8,827         11,032                 5,571        7,365        9,570
    7                    8,038       10,429         13,491                 6,653        9,044       12,106
    8                    8,990       12,067         16,175                 7,759       10,836       14,944
    9                    9,875       13,727         19,095                 8,798       12,650       18,018
    10                  10,691       15,411         22,277                 9,922       14,642       21,508
    15                  14,269       24,815         44,004                14,269       24,815       44,004
    20 (age 65)         16,123       35,426         79,919                16,123       35,426       79,919
    30 (age 75)          5,048       53,763        240,952                 5,048       53,763      240,952
    40 (age 85)            *         50,620        674,294                   *         50,620      674,294
    54 (age 99)            *            *        2,682,073                   *            *      2,682,073
</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.

<TABLE>
<CAPTION>


                          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
            <S>                <C>                     <C>                <C>
           Policy              0% Gross              6% Gross          12% Gross
           Year              -1.62% Net             4.38% Net         10.38% 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)          *                       *              186,061
           40 (age 85)          *                       *              499,514
           54 (age 99)          *                       *            1,783,833
</TABLE>


<TABLE>
<CAPTION>
                                   POLICY VALUE                                    SURRENDER VALUE
                        Assuming Hypothetical Gross and                       Assuming Hypothetical Gross and
                        Net Annual Investment Return of                      Net Annual Investment Return of
    <S>               <C>             <C>               <C>                 <C>             <C>             <C>
   Policy          0% Gross         6% Gross          12% Gross           0% Gross        6% Gross       12% Gross
   Year           -1.62% Net        4.38% Net         10.38% Net         -1.62% Net       4.38% Net     10.38% Net
   1                 1,238           1,330               1,422                 0               15           107
   2                 2,418           2,678               2,951               879            1,140         1,412
   3                 3,537           4,044               4,596             1,998            2,505         3,057
   4                 4,592           5,423               6,365             3,053            3,884         4,826
   5                 5,582           6,814               8,269             4,043            5,275         6,730
   6                 6,501           8,210              10,315             5,039            6,748         8,854
   7                 7,341           9,605              12,514             5,956            8,220        11,129
   8                 8,096          10,990              14,872             6,865            9,759        13,641
   9                 8,755          12,354              17,399             7,678           11,277        16,322
   10                9,311          13,690              20,107             8,542           12,920        19,338
   15               10,307          19,688              37,169            10,307           19,688        37,169
   20 (age 65)       6,888          22,960              62,537             6,888           22,960        62,537
   30 (age 75)         *              *                173,888               *                *         173,888
   40 (age 85)         *              *                475,728               *                *         475,728
   54 (age 99)         *              *              1,766,172               *                *       1,783,833
</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.

<TABLE>
<CAPTION>

                          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
                 $2,934                         Option 1


                         Current Cost of Insurance Rates

                                 DEATH BENEFIT
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of

             <S>               <C>            <C>               <C>
           Policy           0% Gross        6% Gross         12% Gross
           Year            -1.42% Net      4.58% Net         10.58% 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            188,408
           30 (age 75)     150,000          150,000            493,526
           40 (age 85)     150,000          259,364          1,344,055
           54 (age 99)     150,000          500,103          5,124,271
</TABLE>


<TABLE>
<CAPTION>


                            POLICY VALUE                                       SURRENDER VALUE
                  Assuming Hypothetical Gross and                       Assuming Hypothetical Gross and
                  Net Annual Investment Return of                       Net Annual Investment Return of
    <S>             <C>           <C>            <C>                 <C>            <C>              <C>
  Policy         0% Gross      6% Gross            12% Gross         0% Gross       6% Gross        12% Gross
  Year         -1.42% Net     4.58% Net           10.58% Net       -1.42% Net      4.58% Net       10.58% Net
   1             2,301           2,455               2,611             762             917           1,072
   2             4,538           4,992               5,466           2,999           3,453           3,927
   3             6,718           7,620               8,597           5,179           6,081           7,058
   4             8,842          10,342              12,035           7,303           8,803          10,496
   5            10,907          13,161              15,810           9,368          11,622          14,271
   6            12,922          16,091              19,968          11,461          14,629          18,506
   7            14,872          19,119              24,534          13,487          17,734          23,149
   8            16,759          22,255              29,558          15,528          21,024          28,327
   9            18,571          25,492              35,078          17,494          24,415          34,001
   10           20,310          28,835              41,153          19,541          28,066          40,384
   15           28,474          48,062              83,222          28,474          48,062          83,222
   20 (age 65)  34,993          71,862             154,433          34,993          71,862         154,433
   30 (age 75)  35,688         138,272             461,239          35,688         138,272         461,239
   40 (age 85)       0         247,015           1,280,052               0         247,013       1,280,052
   54 (age 99)       0         500,103           5,073,535               0         500,103       5,073,535
</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.

<TABLE>
<CAPTION>

                          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 $2,934             Death Benefi Option 1
                       Guaranteed Cost of Insurance Rates

                                               DEATH BENEFIT
                                   Assuming Hypothetical Gross and
                                  Net Annual Investment Return of
            <S>              <C>              <C>                <C>
          Policy            0% Gross        6% Gross           12% Gross
           Year            -1.62% Net       4.38% Net          10.38% 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              170,543
            30 (age 75)    150,000          150,000              434,782
            40 (age 85)    150,000          169,784            1,142,644
            54 (age 99)    150,000          326,357            4,042,279
</TABLE>


<TABLE>
<CAPTION>


                                      POLICY VALUE                                        SURRENDER VALUE
                              Assuming Hypothetical Gross                         Assuming Hypothetical Gross and
                              and Net Annual Investment Return of                 Net Annual Investment Return of
    <S>                <C>            <C>             <C>                    <C>             <C>             <C>
  Policy             0% Gross       6% Gross        12% Gross              0% Gross       6% Gross         12% Gross
   Year             -1.62% Net     4.38% Net       10.38% Net             -1.62% Net     4.38% Net        10.38% Net
    1                2,248            2,402            2,555                  709              863         1,017
    2                4,423            4,871            5,337                2,884            3,332         3,799
    3                6,524            7,409            8,369                4,985            5,870         6,830
    4                8,549           10,017           11,674                7,011            8,478        10,135
    5               10,497           12,694           15,279                8,958           11,156        13,740
    6               12,363           15,441           19,213               10,901           13,979        17,751
    7               14,141           18,254           23,506               12,756           16,869        22,121
    8               15,826           21,129           28,192               14,595           19,898        26,961
    9               17,410           24,064           33,309               16,333           22,986        32,231
    10              18,886           27,054           38,902               18,117           26,285        38,132
    15              24,582           43,058           76,611               24,582           43,058        76,611
    20 (age 65)     26,317           60,564          139,789               26,317           60,564       139,789
    30 (age 75)      3,399           99,331          406,339                3,399           99,331       406,339
    40 (age 85)          0          161,699        1,088,232                    0          161,699     1,088,232
    54 (age 99)          0          326,357        4,002,256                    0          326,353     4,002,256
</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.

<PAGE>
                                LINCOLN BENEFIT LIFE
                                VARIABLE LIFE ACCOUNT

                                FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND
                                FOR THE PERIODS ENDED DECEMBER 31, 1999,
                                DECEMBER 31, 1998 AND DECEMBER 31, 1997, AND
                                INDEPENDENT AUDITORS' REPORT
<PAGE>
INDEPENDENT AUDITORS' REPORT

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

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

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1999 by correspondence with the
account custodians. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Lincoln Benefit Life Variable Life Account
as of December 31, 1999 (including the assets of each of the individual
sub-accounts which comprise the Account), and the results of operations for each
of the individual sub-accounts and the changes in their net assets for each of
the periods in the three year period then ended in conformity with generally
accepted accounting principles.

/s/ Deloitte & Touche LLP

Chicago, Illinois
March 27, 2000
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

STATEMENTS OF NET ASSETS
DECEMBER 31, 1999
- ----------------------------------------------------------------------

($ and # of shares in thousands)

<TABLE>
<S>                                                           <C>
NET ASSETS
Allocation to Sub-Accounts investing in the Alger American
 Fund:
  Growth, 23 shares (cost $1,298)                             $  1,488
  Income and Growth, 43 shares (cost $602)                         758
  Leveraged AllCap, 29 shares (cost $1,272)                      1,673
  MidCap Growth, 16 shares (cost $454)                             519
  Small Capitalization, 9 shares (cost $393)                       507

Allocation to Sub-Accounts investing in the Janus Aspen
 Series:
  Flexible Income, 162 shares (cost $1,910)                      1,848
  Balanced, 553 shares (cost $12,217)                           15,453
  Growth, 1,079 shares (cost $24,291)                           36,322
  Aggressive Growth, 752 shares (cost $24,431)                  44,862
  Worldwide Growth, 1,127 shares (cost $33,958)                 53,834

Allocation to Sub-Accounts investing in the IAI Retirement
 Funds, Inc.:
  Regional, 152 shares (cost $2,326)                             2,763
  Reserve, 19 shares (cost $188)                                   186
  Balanced, 57 shares (cost $826)                                  875

Allocation to Sub-Accounts investing in the Fidelity
 Variable Insurance Products Fund II:
  Asset Manager, 350 shares (cost $6,021)                        6,525
  Contrafund, 764 shares (cost $17,291)                         22,268
  Index 500, 32 shares (cost $4,955)                             5,425

Allocation to Sub-Accounts investing in the Fidelity
 Variable Insurance Products Fund:
  Money Market, 23,969 shares (cost $23,969)                    23,969
  Equity-Income, 1,047 shares (cost $24,918)                    26,923
  Growth, 691 shares (cost $27,895)                             37,972
  Overseas, 278 shares (cost $5,832)                             7,625

Allocation to Sub-Accounts investing in the Federated
 Insurance Management Series:
  High Income Bond Fund II, 380 shares (cost $4,039)             3,890
  Utility Fund II, 212 shares (cost $2,907)                      3,046
  U.S. Government Securities Fund II, 137 shares (cost
    $1,477)                                                      1,450

Allocation to Sub-Acounts investing in the Scudder Variable
 Life Investment Fund:
  Bond, 227 shares (cost $1,414)                                 1,470
  Balanced, 24 shares (cost $354)                                  382
  Growth and Income, 17 shares (cost $180)                         182
  Global Discovery, 8 shares (cost $80)                            106
  International, 12 shares (cost $198)                             254
</TABLE>

                                       2
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

STATEMENTS OF NET ASSETS
DECEMBER 31, 1999
- ----------------------------------------------------------------------

($ and # of shares in thousands)
<TABLE>
<S>                                                           <C>
Allocation to Sub-Accounts investing in the Strong Variable
 Insurance Funds, Inc.:
  Discovery Fund II, 5 shares (cost $46)                      $     56
  Growth Fund II, 21 shares (cost $448)                            623

Allocation to Sub-Account investing in the Strong
 Opportunity Fund II, Inc.:
  Opportunity Fund II, 9 shares (cost $204)                        229

Allocation to Sub-Account investing in the T. Rowe Price
 International Series, Inc.:
  International Stock, 9 shares (cost $136)                        164

Allocation to Sub-Account investing in the T. Rowe Price
 Equity Series, Inc.:
  New America Growth, 4 shares (cost $91)                           95
  Mid-Cap Growth, 20 shares (cost $301)                            342
  Equity Income, 11 shares (cost $213)                             200

Allocation to Sub-Accounts investing in the MFS Variable
 Insurance Trust:
  Growth with Income Series, 21 shares (cost $426)                 445
  Research Series, 14 shares (cost $292)                           338
  Emerging Growth Series, 20 shares (cost $517)                    763
  Total Return Series, 16 shares (cost $294)                       292
  New Discovery Series, 36 shares (cost $454)                      612
                                                              --------
    Net assets                                                $306,734
                                                              ========
</TABLE>

See notes to financial statements.

                                       3
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                      Alger American Fund Sub-Accounts
                                                       ---------------------------------------------------------------
                                                             Growth           Income and Growth     Leveraged AllCap
                                                       -------------------   -------------------   -------------------
                                                         1999     1998 (a)     1999     1998 (a)     1999     1998 (a)
                                                       --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                               $   29     $    -     $    8     $    -     $    7     $    -
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                 -          -          -          -          -          -
  Administrative expense                                     -          -          -          -          -          -
                                                        ------     ------     ------     ------     ------     ------
    Net investment income (loss)                            29          -          8          -          7          -
                                                        ------     ------     ------     ------     ------     ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                      360         11        187          -        298          -
  Cost of investments sold                                 353         11        175          -        283          -
                                                        ------     ------     ------     ------     ------     ------

    Net realized gains (losses)                              7          -         12          -         15          -
                                                        ------     ------     ------     ------     ------     ------

Change in unrealized gains (losses)                        188          2        155          1        401          -
                                                        ------     ------     ------     ------     ------     ------

    Net gains (losses) on investments                      195          2        167          1        416          -
                                                        ------     ------     ------     ------     ------     ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $  224     $    2     $  175     $    1     $  423     $    -
                                                        ======     ======     ======     ======     ======     ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       4
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                            Alger American Fund Sub-Accounts
                                                       -------------------------------------------
                                                          MidCap Growth      Small Capitalization
                                                       -------------------   ---------------------
                                                         1999     1998 (a)     1999      1998 (a)
                                                       --------   --------   ---------   ---------
<S>                                                    <C>        <C>        <C>         <C>
INVESTMENT INCOME
Dividends                                               $    8     $    -     $   10      $    -
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                 -          -          -           -
  Administrative expense                                     -          -          -           -
                                                        ------     ------     ------      ------
    Net investment income (loss)                             8          -         10           -
                                                        ------     ------     ------      ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                      381          -        262          11
  Cost of investments sold                                 380          -        266          11
                                                        ------     ------     ------      ------

    Net realized gains (losses)                              1          -         (4)          -
                                                        ------     ------     ------      ------

Change in unrealized gains (losses)                         65          -        112           2
                                                        ------     ------     ------      ------

    Net gains (losses) on investments                       66          -        108           2
                                                        ------     ------     ------      ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $   74     $    -     $  118      $    2
                                                        ======     ======     ======      ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       5
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                       Janus Aspen Series Sub-Accounts
                                                       ---------------------------------------------------------------
                                                              Flexible Income                      Balanced
                                                       ------------------------------   ------------------------------
                                                         1999       1998       1997       1999       1998       1997
                                                       --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                               $  120     $   82     $   49     $  292     $  265     $   86
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                               (11)        (9)        (5)       (77)       (56)       (18)
  Administrative expense                                    (3)        (2)        (1)       (20)        (9)        (5)
                                                        ------     ------     ------     ------     ------     ------
    Net investment income (loss)                           106         71         43        195        200         63
                                                        ------     ------     ------     ------     ------     ------

REALIZED AND UNREALIZED GAINS
 (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                    1,230        866      1,087     12,926      3,583      2,365
  Cost of investments sold                               1,227        852      1,066     11,793      3,294      2,221
                                                        ------     ------     ------     ------     ------     ------

    Net realized gains (losses)                              3         14         21      1,133        289        144
                                                        ------     ------     ------     ------     ------     ------

Change in unrealized gains (losses)                        (88)        (1)         9      1,562      1,313        260
                                                        ------     ------     ------     ------     ------     ------

    Net gains (losses) on investments                      (85)        13         30      2,695      1,602        404
                                                        ------     ------     ------     ------     ------     ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $   21     $   84     $   73     $2,890     $1,802     $  467
                                                        ======     ======     ======     ======     ======     ======
</TABLE>

See notes to financial statements.

                                       6
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                       Janus Aspen Series Sub-Accounts
                                                       ---------------------------------------------------------------
                                                                   Growth                     Aggressive Growth
                                                       ------------------------------   ------------------------------
                                                         1999       1998       1997       1999       1998       1997
                                                       --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                              $   198    $   820    $   189    $   917    $     -    $     -
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                              (175)       (93)       (46)      (170)       (79)       (46)
  Administrative expense                                   (48)       (23)       (12)       (45)       (23)       (14)
                                                       -------    -------    -------    -------    -------    -------
    Net investment income (loss)                           (25)       704        131        702       (102)       (60)
                                                       -------    -------    -------    -------    -------    -------

REALIZED AND UNREALIZED GAINS
 (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                   11,605      5,432      7,818     46,018     14,012     11,046
  Cost of investments sold                               9,578      5,026      7,446     40,029     13,027     10,625
                                                       -------    -------    -------    -------    -------    -------

    Net realized gains (losses)                          2,027        406        372      5,989        985        421
                                                       -------    -------    -------    -------    -------    -------

Change in unrealized gains (losses)                      7,860      3,161        640     16,727      2,976        632
                                                       -------    -------    -------    -------    -------    -------

    Net gains (losses) on investments                    9,887      3,567      1,012     22,716      3,961      1,053
                                                       -------    -------    -------    -------    -------    -------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                             $ 9,862    $ 4,271    $ 1,143    $23,418    $ 3,859    $   993
                                                       =======    =======    =======    =======    =======    =======
</TABLE>

See notes to financial statements.

                                       7
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                                             IAI Retirement Funds, Inc.
                                                        Janus Aspen Series Sub-Accounts             Sub-Accounts
                                                       ---------------------------------   ------------------------------
                                                               Worldwide Growth                       Regional
                                                       ---------------------------------   ------------------------------
                                                         1999        1998        1997        1999       1998       1997
                                                       ---------   ---------   ---------   --------   --------   --------
<S>                                                    <C>         <C>         <C>         <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                               $    68     $   901     $   181    $    46    $   152    $    94
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                               (258)       (165)        (81)       (18)       (19)       (16)
  Administrative expense                                    (72)        (43)         (9)        (6)        (6)        (5)
                                                        -------     -------     -------    -------    -------    -------
    Net investment income (loss)                           (262)        693          91         22        127         73
                                                        -------     -------     -------    -------    -------    -------

REALIZED AND UNREALIZED GAINS
 (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                    36,596      25,446      17,134        941        935        953
  Cost of investments sold                               30,704      23,546      15,964        907        918        888
                                                        -------     -------     -------    -------    -------    -------

    Net realized gains (losses)                           5,892       1,900       1,170         34         17         65
                                                        -------     -------     -------    -------    -------    -------

Change in unrealized gains (losses)                      15,622       2,958         600        357       (142)       113
                                                        -------     -------     -------    -------    -------    -------

    Net gains (losses) on investments                    21,514       4,858       1,770        391       (125)       178
                                                        -------     -------     -------    -------    -------    -------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $21,252     $ 5,551     $ 1,861    $   413    $     2    $   251
                                                        =======     =======     =======    =======    =======    =======
</TABLE>

See notes to financial statements.

                                       8
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                   IAI Retirement Funds, Inc. Sub-Accounts
                                                       ---------------------------------------------------------------
                                                                  Reserve                          Balanced
                                                       ------------------------------   ------------------------------
                                                         1999       1998       1997       1999       1998       1997
                                                       --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                               $    6     $    8     $    6     $   44     $   13     $   10
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                (2)        (1)        (1)        (5)        (4)        (2)
  Administrative expense                                     -          -          -         (2)        (1)        (1)
                                                        ------     ------     ------     ------     ------     ------
    Net investment income (loss)                             4          7          5         37          8          7
                                                        ------     ------     ------     ------     ------     ------

REALIZED AND UNREALIZED GAINS
 (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                      119        262         53        210        205        171
  Cost of investments sold                                 119        263         54        196        193        160
                                                        ------     ------     ------     ------     ------     ------

    Net realized gains (losses)                              -         (1)        (1)        14         12         11
                                                        ------     ------     ------     ------     ------     ------

Change in unrealized gains (losses)                         (3)         2          -        (26)        35         24
                                                        ------     ------     ------     ------     ------     ------

    Net gains (losses) on investments                       (3)         1         (1)       (12)        47         35
                                                        ------     ------     ------     ------     ------     ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $    1     $    8     $    4     $   25     $   55     $   42
                                                        ======     ======     ======     ======     ======     ======
</TABLE>

See notes to financial statements.

                                       9
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                          Fidelity Variable Insurance Products Fund II Sub-Accounts
                                                       ---------------------------------------------------------------
                                                               Asset Manager                      Contrafund
                                                       ------------------------------   ------------------------------
                                                         1999       1998       1997       1999       1998       1997
                                                       --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                              $   412    $   507    $   305    $   621    $   414    $    51
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                               (40)       (33)       (21)      (120)       (67)       (27)
  Administrative expense                                   (12)        (9)        (6)       (33)       (18)        (6)
                                                       -------    -------    -------    -------    -------    -------
    Net investment income (loss)                           360        465        278        468        329         18
                                                       -------    -------    -------    -------    -------    -------

REALIZED AND UNREALIZED GAINS
 (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                    1,391      9,811      3,642      6,670     13,181      6,207
  Cost of investments sold                               1,345      9,652      3,388      5,808     12,650      5,900
                                                       -------    -------    -------    -------    -------    -------

    Net realized gains (losses)                             46        159        254        862        531        307
                                                       -------    -------    -------    -------    -------    -------

Change in unrealized gains (losses)                        178         55         (1)     2,620      1,875        373
                                                       -------    -------    -------    -------    -------    -------

    Net gains (losses) on investments                      224        214        253      3,482      2,406        680
                                                       -------    -------    -------    -------    -------    -------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                             $   584    $   679    $   531    $ 3,950    $ 2,735    $   698
                                                       =======    =======    =======    =======    =======    =======
</TABLE>

See notes to financial statements.

                                       10
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                         Fidelity Variable
                                                        Insurance Products      Fidelity Variable Insurance
                                                       Fund II Sub-Accounts      Products Fund Sub-Accounts
                                                       ---------------------   ------------------------------
                                                             Index 500                  Money Market
                                                       ---------------------   ------------------------------
                                                         1999      1998 (a)      1999       1998       1997
                                                       ---------   ---------   --------   --------   --------
<S>                                                    <C>         <C>         <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                              $      4    $      -    $    721   $    480   $    315
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                  -           -         (87)       (63)       (41)
  Administrative expense                                      -           -         (27)       (14)        (8)
                                                       --------    --------    --------   --------   --------
    Net investment income (loss)                              4           -         607        403        266
                                                       --------    --------    --------   --------   --------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                     1,270          13     174,163    149,121    105,015
  Cost of investments sold                                1,248          13     174,163    149,121    105,015
                                                       --------    --------    --------   --------   --------

    Net realized gains (losses)                              22           -           -          -          -
                                                       --------    --------    --------   --------   --------

Change in unrealized gains (losses)                         467           3           -          -          -
                                                       --------    --------    --------   --------   --------

    Net gains (losses) on investments                       489           3           -          -          -
                                                       --------    --------    --------   --------   --------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                             $    493    $      3    $    607   $    403   $    266
                                                       ========    ========    ========   ========   ========
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       11
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                           Fidelity Variable Insurance Products Fund Sub-Accounts
                                                       ---------------------------------------------------------------
                                                               Equity-Income                        Growth
                                                       ------------------------------   ------------------------------
                                                         1999       1998       1997       1999       1998       1997
                                                       --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                              $ 1,128    $ 1,066    $   846    $ 2,758    $ 1,768    $   318
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                              (177)      (138)       (78)      (198)      (121)       (72)
  Administrative expense                                   (52)       (35)        (5)       (55)       (33)       (22)
                                                       -------    -------    -------    -------    -------    -------
    Net investment income (loss)                           899        893        763      2,505      1,614        224
                                                       -------    -------    -------    -------    -------    -------

REALIZED AND UNREALIZED GAINS
 (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                   10,696     11,949      8,773     20,878     12,013      9,943
  Cost of investments sold                               9,829     11,196      8,484     18,675     11,255      9,231
                                                       -------    -------    -------    -------    -------    -------

    Net realized gains (losses)                            867        753        289      2,203        758        712
                                                       -------    -------    -------    -------    -------    -------

Change in unrealized gains (losses)                       (526)       335      1,539      4,806      3,446      1,095
                                                       -------    -------    -------    -------    -------    -------

    Net gains (losses) on investments                      341      1,088      1,828      7,009      4,204      1,807
                                                       -------    -------    -------    -------    -------    -------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                             $ 1,240    $ 1,981    $ 2,591    $ 9,514    $ 5,818    $ 2,031
                                                       =======    =======    =======    =======    =======    =======
</TABLE>

See notes to financial statements.

                                       12
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                        Fidelity Variable Insurance     Federated Insurance Management
                                                         Products Fund Sub-Accounts          Series Sub-Accounts
                                                       ------------------------------   ------------------------------
                                                                  Overseas                 High Income Bond Fund II
                                                       ------------------------------   ------------------------------
                                                         1999       1998       1997       1999       1998       1997
                                                       --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                               $  289     $  400     $  252     $  341     $   82     $   61
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                               (46)       (38)       (25)       (26)       (21)        (8)
  Administrative expense                                   (13)       (11)        (7)        (8)        (5)        (2)
                                                        ------     ------     ------     ------     ------     ------
    Net investment income (loss)                           230        351        220        307         56         51
                                                        ------     ------     ------     ------     ------     ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                   49,566     41,560     21,506     14,445      6,227      2,364
  Cost of investments sold                              49,039     41,063     20,961     14,545      6,160      2,313
                                                        ------     ------     ------     ------     ------     ------

    Net realized gains (losses)                            527        497        545       (100)        67         51
                                                        ------     ------     ------     ------     ------     ------

Change in unrealized gains (losses)                      1,671        125       (267)      (167)       (69)        48
                                                        ------     ------     ------     ------     ------     ------

    Net gains (losses) on investments                    2,198        622        278       (267)        (2)        99
                                                        ------     ------     ------     ------     ------     ------

CHANGE IN NET ASSETS RESULTING
 FROM OPERATIONS                                        $2,428     $  973     $  498     $   40     $   54     $  150
                                                        ======     ======     ======     ======     ======     ======
</TABLE>

See notes to financial statements.

                                       13
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                Federated Insurance Management Series Sub-Accounts
                                                       ---------------------------------------------------------------------
                                                              Utility Fund II            U.S. Government Securities Fund II
                                                       ------------------------------   ------------------------------------
                                                         1999       1998       1997        1999         1998         1997
                                                       --------   --------   --------   ----------   ----------   ----------
<S>                                                    <C>        <C>        <C>        <C>          <C>          <C>
INVESTMENT INCOME
Dividends                                               $  185     $  108     $   44      $   52       $   10       $    9
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                               (19)       (13)        (8)         (9)          (7)          (2)
  Administrative expense                                    (5)        (4)        (3)         (2)          (1)           -
                                                        ------     ------     ------      ------       ------       ------
    Net investment income (loss)                           161         91         33          41            2            7
                                                        ------     ------     ------      ------       ------       ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                    1,183        730        734       1,171        2,309          261
  Cost of investments sold                               1,120        675        665       1,168        2,281          257
                                                        ------     ------     ------      ------       ------       ------

    Net realized gains (losses)                             63         55         69           3           28            4
                                                        ------     ------     ------      ------       ------       ------

Change in unrealized gains (losses)                       (201)       120        166         (63)          26            7
                                                        ------     ------     ------      ------       ------       ------

    Net gains (losses) on investments                     (138)       175        235         (60)          54           11
                                                        ------     ------     ------      ------       ------       ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $   23     $  266     $  268      $  (19)      $   56       $   18
                                                        ======     ======     ======      ======       ======       ======
</TABLE>

See notes to financial statements.

                                       14
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                        Scudder Variable Life Investment Fund Sub-Accounts
                                                       ----------------------------------------------------
                                                                    Bond                     Balanced
                                                       ------------------------------   -------------------
                                                         1999       1998       1997       1999     1998 (a)
                                                       --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                               $   41     $   36     $   30     $    2     $    -
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                (6)        (4)        (3)         -          -
  Administrative expense                                    (2)        (1)        (1)         -          -
                                                        ------     ------     ------     ------     ------
    Net investment income (loss)                            33         31         26          2          -
                                                        ------     ------     ------     ------     ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                      804        654        576        125          -
  Cost of investments sold                                 812        722        577        125          -
                                                        ------     ------     ------     ------     ------

    Net realized gains (losses)                             (8)       (68)        (1)         -          -
                                                        ------     ------     ------     ------     ------

Change in unrealized gains (losses)                        (42)        69         13         28          -
                                                        ------     ------     ------     ------     ------

    Net gains (losses) on investments                      (50)         1         12         28          -
                                                        ------     ------     ------     ------     ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $  (17)    $   32     $   38     $   30     $    -
                                                        ======     ======     ======     ======     ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       15
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                             Scudder Variable Life Investment Fund Sub-Accounts
                                                       ---------------------------------------------------------------
                                                        Growth and Income     Global Discovery        International
                                                       -------------------   -------------------   -------------------
                                                         1999     1998 (a)     1999     1998 (a)     1999     1998 (a)
                                                       --------   --------   --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME
Dividends                                               $    1     $    -     $    -     $    -     $    4     $    -
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                 -          -          -          -          -          -
  Administrative expense                                     -          -          -          -          -          -
                                                        ------     ------     ------     ------     ------     ------
    Net investment income (loss)                             1          -          -          -          4          -
                                                        ------     ------     ------     ------     ------     ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                       40          -         98          -        250          -
  Cost of investments sold                                  40          -        108          -        257          -
                                                        ------     ------     ------     ------     ------     ------

    Net realized gains (losses)                              -          -        (10)         -         (7)         -
                                                        ------     ------     ------     ------     ------     ------

Change in unrealized gains (losses)                          2          -         26          -         56          -
                                                        ------     ------     ------     ------     ------     ------

    Net gains (losses) on investments                        2          -         16          -         49          -
                                                        ------     ------     ------     ------     ------     ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $    3     $    -     $   16     $    -     $   53     $    -
                                                        ======     ======     ======     ======     ======     ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       16
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                                                          Strong
                                                                                                        Opportunity
                                                         Strong Variable Insurance Funds, Inc.         Fund II, Inc.
                                                                     Sub-Accounts                       Sub-Account
                                                       -----------------------------------------   ---------------------
                                                        Discovery Fund II      Growth Fund II       Opportunity Fund II
                                                       -------------------   -------------------   ---------------------
                                                         1999     1998 (a)     1999     1998 (a)     1999      1998 (a)
                                                       --------   --------   --------   --------   ---------   ---------
<S>                                                    <C>        <C>        <C>        <C>        <C>         <C>
INVESTMENT INCOME
Dividends                                               $    -     $    -     $    -     $    -     $    1      $    -
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                 -          -          -          -          -           -
  Administrative expense                                     -          -          -          -          -           -
                                                        ------     ------     ------     ------     ------      ------
    Net investment income (loss)                             -          -          -          -          1           -
                                                        ------     ------     ------     ------     ------      ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                       55          -      1,495          -         84           -
  Cost of investments sold                                  55          -      1,464          -         84           -
                                                        ------     ------     ------     ------     ------      ------

    Net realized gains (losses)                              -          -         31          -          -           -
                                                        ------     ------     ------     ------     ------      ------

Change in unrealized gains (losses)                         10          -        175          -         25           -
                                                        ------     ------     ------     ------     ------      ------

    Net gains (losses) on investments                       10          -        206          -         25           -
                                                        ------     ------     ------     ------     ------      ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $   10     $    -     $  206     $    -     $   26      $    -
                                                        ======     ======     ======     ======     ======      ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       17
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                           T. Rowe Price
                                                       International Series,
                                                         Inc. Sub-Account       T. Rowe Price Equity Series, Inc. Sub-Accounts
                                                       ---------------------   -------------------------------------------------
                                                        International Stock      New America Growth          Mid-Cap Growth
                                                       ---------------------   -----------------------   -----------------------
                                                         1999      1998 (a)       1999       1998 (a)       1999       1998 (a)
                                                       ---------   ---------   ----------   ----------   ----------   ----------
<S>                                                    <C>         <C>         <C>          <C>          <C>          <C>
INVESTMENT INCOME
Dividends                                               $    2      $    -       $    5       $    -       $    3       $    -
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                 -           -            -            -            -            -
  Administrative expense                                     -           -            -            -            -            -
                                                        ------      ------       ------       ------       ------       ------
    Net investment income (loss)                             2           -            5            -            3            -
                                                        ------      ------       ------       ------       ------       ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                      143           -           29            -           29            -
  Cost of investments sold                                 146           -           30            -           30            -
                                                        ------      ------       ------       ------       ------       ------

    Net realized gains (losses)                             (3)          -           (1)           -           (1)           -
                                                        ------      ------       ------       ------       ------       ------

Change in unrealized gains (losses)                         28           -            4            -           41            -
                                                        ------      ------       ------       ------       ------       ------

    Net gains (losses) on investments                       25           -            3            -           40            -
                                                        ------      ------       ------       ------       ------       ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                              $   27      $    -       $    8       $    -       $   43       $    -
                                                        ======      ======       ======       ======       ======       ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       18
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                          T. Rowe Price Equity
                                                        Series, Inc. Sub-Accounts      MFS Variable Insurance Trust Sub-Accounts
                                                       ---------------------------   ---------------------------------------------
                                                                                      Growth with Income
                                                              Equity Income                 Series              Research Series
                                                       ---------------------------   ---------------------   ---------------------
                                                           1999         1998 (a)       1999      1998 (a)      1999      1998 (a)
                                                       ------------   ------------   ---------   ---------   ---------   ---------
<S>                                                    <C>            <C>            <C>         <C>         <C>         <C>
INVESTMENT INCOME
Dividends                                                 $   10         $    -       $    1      $    -      $    1      $    -
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                   -              -            -           -           -           -
  Administrative expense                                       -              -            -           -           -           -
                                                          ------         ------       ------      ------      ------      ------
    Net investment income (loss)                              10              -            1           -           1           -
                                                          ------         ------       ------      ------      ------      ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                        110              -          176           -         144           -
  Cost of investments sold                                   108              -          175           -         142           -
                                                          ------         ------       ------      ------      ------      ------

    Net realized gains (losses)                                2              -            1           -           2           -
                                                          ------         ------       ------      ------      ------      ------

Change in unrealized gains (losses)                          (13)             -           19           -          46           -
                                                          ------         ------       ------      ------      ------      ------

    Net gains (losses) on investments                        (11)             -           20           -          48           -
                                                          ------         ------       ------      ------      ------      ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                                $   (1)        $    -       $   21      $    -      $   49      $    -
                                                          ======         ======       ======      ======      ======      ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       19
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                     MFS Variable Insurance Trust Sub-Accounts
                                                       ---------------------------------------------------------------------
                                                       Emerging Growth Series    Total Return Series   New Discovery Series
                                                       -----------------------   -------------------   ---------------------
                                                          1999       1998 (a)      1999     1998 (a)     1999      1998 (a)
                                                       ----------   ----------   --------   --------   ---------   ---------
<S>                                                    <C>          <C>          <C>        <C>        <C>         <C>
INVESTMENT INCOME
Dividends                                                $    -       $    -      $    3     $    -     $   11      $    -
Charges from Lincoln Benefit Life Company:
  Mortality and expense risk                                  -            -           -          -          -           -
  Administrative expense                                      -            -           -          -          -           -
                                                         ------       ------      ------     ------     ------      ------
    Net investment income (loss)                              -            -           3          -         11           -
                                                         ------       ------      ------     ------     ------      ------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Realized gains (losses) from sales of investments:
  Proceeds from sales                                       235            -          54          3        781           -
  Cost of investments sold                                  219            -          55          3        815           -
                                                         ------       ------      ------     ------     ------      ------

    Net realized gains (losses)                              16            -          (1)         -        (34)          -
                                                         ------       ------      ------     ------     ------      ------

Change in unrealized gains (losses)                         246            -          (3)         1        158           -
                                                         ------       ------      ------     ------     ------      ------

    Net gains (losses) on investments                       262            -          (4)         1        124           -
                                                         ------       ------      ------     ------     ------      ------

CHANGE IN NET ASSETS
 RESULTING FROM OPERATIONS                               $  262       $    -      $   (1)    $    1     $  135      $    -
                                                         ======       ======      ======     ======     ======      ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       20
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                    Alger American Fund Sub-Accounts
                                                     ---------------------------------------------------------------
                                                           Growth           Income and Growth     Leveraged AllCap
                                                     -------------------   -------------------   -------------------
                                                       1999     1998 (a)     1999     1998 (a)     1999     1998 (a)
                                                     --------   --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                          $   29     $    -     $    8     $    -     $    7     $    -
Net realized gains (losses)                                7          -         12          -         15          -
Change in unrealized gains (losses)                      188          2        155          1        401          -
                                                      ------     ------     ------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS           224          2        175          1        423          -
                                                      ------     ------     ------     ------     ------     ------

FROM CAPITAL TRANSACTIONS
Deposits                                               1,133          7        408          3        954          -
Payments on termination                                    -          -          -          -          -          -
Contract administration charges                          (55)         -        (27)         -        (38)         -
Loans - net                                                -          -          -          -          -          -
Transfers among the sub-accounts
 and with the Fixed Account - net                        170          7        186         12        334          -
                                                      ------     ------     ------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                             1,248         14        567         15      1,250          -
                                                      ------     ------     ------     ------     ------     ------

INCREASE (DECREASE) IN NET ASSETS                      1,472         16        742         16      1,673          -

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

NET ASSETS AT END OF PERIOD                           $1,488     $   16     $  758     $   16     $1,673     $    -
                                                      ======     ======     ======     ======     ======     ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       21
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                          Alger American Fund Sub-Accounts
                                                     -------------------------------------------
                                                        MidCap Growth      Small Capitalization
                                                     -------------------   ---------------------
                                                       1999     1998 (a)     1999      1998 (a)
                                                     --------   --------   ---------   ---------
<S>                                                  <C>        <C>        <C>         <C>
FROM OPERATIONS
Net investment income (loss)                          $    8     $    -     $   10      $    -
Net realized gains (losses)                                1          -         (4)          -
Change in unrealized gains (losses)                       65          -        112           2
                                                      ------     ------     ------      ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS            74          -        118           2
                                                      ------     ------     ------      ------

FROM CAPITAL TRANSACTIONS
Deposits                                                 419          -        359           4
Payments on termination                                   (1)         -          -           -
Contract administration charges                          (21)         -        (18)          -
Loans - net                                                -          -          -           -
Transfers among the sub-accounts
 and with the Fixed Account - net                         45          3         36           6
                                                      ------     ------     ------      ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                               442          3        377          10
                                                      ------     ------     ------      ------

INCREASE (DECREASE) IN NET ASSETS                        516          3        495          12

NET ASSETS AT BEGINNING OF PERIOD                          3          -         12           -
                                                      ------     ------     ------      ------

NET ASSETS AT END OF PERIOD                           $  519     $    3     $  507      $   12
                                                      ======     ======     ======      ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       22
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                     Janus Aspen Series Sub-Accounts
                                                     ---------------------------------------------------------------
                                                            Flexible Income                      Balanced
                                                     ------------------------------   ------------------------------
                                                       1999       1998       1997       1999       1998       1997
                                                     --------   --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                          $  106     $   71     $   43    $   195     $  200     $   63
Net realized gains (losses)                                3         14         21      1,133        289        144
Change in unrealized gains (losses)                      (88)        (1)         9      1,562      1,313        260
                                                      ------     ------     ------    -------     ------     ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS            21         84         73      2,890      1,802        467
                                                      ------     ------     ------    -------     ------     ------

FROM CAPITAL TRANSACTIONS
Deposits                                                 668        107        314      3,966      1,270        476
Payments on termination                                  (67)        (7)       (34)      (299)       (63)       (51)
Contract administration charges                          (88)       (55)       (45)      (675)      (361)      (161)
Loans - net                                              (16)       (81)         3       (112)       (85)       (55)
Transfers among the sub-accounts
 and with the Fixed Account - net                       (339)       724        158        340      3,291      1,251
                                                      ------     ------     ------    -------     ------     ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                               158        688        396      3,220      4,052      1,460
                                                      ------     ------     ------    -------     ------     ------

INCREASE (DECREASE) IN NET ASSETS                        179        772        469      6,110      5,854      1,927

NET ASSETS AT BEGINNING OF PERIOD                      1,669        897        428      9,343      3,489      1,562
                                                      ------     ------     ------    -------     ------     ------

NET ASSETS AT END OF PERIOD                           $1,848     $1,669     $  897    $15,453     $9,343     $3,489
                                                      ======     ======     ======    =======     ======     ======
</TABLE>

See notes to financial statements.

                                       23
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                     Janus Aspen Series Sub-Accounts
                                                     ---------------------------------------------------------------
                                                                 Growth                     Aggressive Growth
                                                     ------------------------------   ------------------------------
                                                       1999       1998       1997       1999       1998       1997
                                                     --------   --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                         $   (25)   $   704     $  131    $   702    $  (102)    $  (60)
Net realized gains (losses)                            2,027        406        372      5,989        985        421
Change in unrealized gains (losses)                    7,860      3,161        640     16,727      2,976        632
                                                     -------    -------     ------    -------    -------     ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS         9,862      4,271      1,143     23,418      3,859        993
                                                     -------    -------     ------    -------    -------     ------

FROM CAPITAL TRANSACTIONS
Deposits                                               7,439      2,626      2,069      5,981      2,380      2,348
Payments on termination                                 (706)      (252)      (236)      (528)      (248)      (356)
Contract administration charges                       (1,402)      (879)      (514)    (1,277)      (840)      (706)
Loans - net                                             (425)      (298)      (278)      (752)      (165)      (179)
Transfers among the sub-accounts
 and with the Fixed Account - net                      2,467      4,529      3,112      1,851      2,191      1,978
                                                     -------    -------     ------    -------    -------     ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                             7,373      5,726      4,153      5,275      3,318      3,085
                                                     -------    -------     ------    -------    -------     ------

INCREASE (DECREASE) IN NET ASSETS                     17,235      9,997      5,296     28,693      7,177      4,078

NET ASSETS AT BEGINNING OF PERIOD                     19,087      9,090      3,794     16,169      8,992      4,914
                                                     -------    -------     ------    -------    -------     ------

NET ASSETS AT END OF PERIOD                          $36,322    $19,087     $9,090    $44,862    $16,169     $8,992
                                                     =======    =======     ======    =======    =======     ======
</TABLE>

See notes to financial statements.

                                       24
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                                           IAI Retirement Funds, Inc.
                                                      Janus Aspen Series Sub-Accounts             Sub-Accounts
                                                     ---------------------------------   ------------------------------
                                                             Worldwide Growth                       Regional
                                                     ---------------------------------   ------------------------------
                                                       1999        1998        1997        1999       1998       1997
                                                     ---------   ---------   ---------   --------   --------   --------
<S>                                                  <C>         <C>         <C>         <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                          $  (262)    $   693     $    91     $   22     $  127     $   73
Net realized gains (losses)                             5,892       1,900       1,170         34         17         65
Change in unrealized gains (losses)                    15,622       2,958         600        357       (142)       113
                                                      -------     -------     -------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS         21,252       5,551       1,861        413          2        251
                                                      -------     -------     -------     ------     ------     ------

FROM CAPITAL TRANSACTIONS
Deposits                                                8,715       4,307       2,574        451        525        537
Payments on termination                                  (789)       (428)       (263)       (43)       (35)       (47)
Contract administration charges                        (1,965)     (1,444)       (765)      (149)      (195)      (154)
Loans - net                                            (1,253)       (562)       (310)       (17)       (36)       (21)
Transfers among the sub-accounts
 and with the Fixed Account - net                      (2,098)      5,862       7,235       (648)      (208)       494
                                                      -------     -------     -------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                              2,610       7,735       8,471       (406)        51        809
                                                      -------     -------     -------     ------     ------     ------

INCREASE (DECREASE) IN NET ASSETS                      23,862      13,286      10,332          7         53      1,060

NET ASSETS AT BEGINNING OF PERIOD                      29,972      16,686       6,354      2,756      2,703      1,643
                                                      -------     -------     -------     ------     ------     ------

NET ASSETS AT END OF PERIOD                           $53,834     $29,972     $16,686     $2,763     $2,756     $2,703
                                                      =======     =======     =======     ======     ======     ======
</TABLE>

See notes to financial statements.

                                       25
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                 IAI Retirement Funds, Inc. Sub-Accounts
                                                     ---------------------------------------------------------------
                                                                Reserve                          Balanced
                                                     ------------------------------   ------------------------------
                                                       1999       1998       1997       1999       1998       1997
                                                     --------   --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                          $    4     $    7     $    5     $   37     $    8     $    7
Net realized gains (losses)                                -         (1)        (1)        14         12         11
Change in unrealized gains (losses)                       (3)         2          -        (26)        35         24
                                                      ------     ------     ------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS             1          8          4         25         55         42
                                                      ------     ------     ------     ------     ------     ------

FROM CAPITAL TRANSACTIONS
Deposits                                                  69          7         22        203         90         94
Payments on termination                                   (5)         -          -        (31)        (2)       (39)
Contract administration charges                           (7)        (6)        (5)       (41)       (33)       (21)
Loans - net                                                1          -         (7)       (15)        (8)         -
Transfers among the sub-accounts
 and with the Fixed Account - net                        (14)       (67)        74         56        193         70
                                                      ------     ------     ------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                                44        (66)        84        172        240        104
                                                      ------     ------     ------     ------     ------     ------

INCREASE (DECREASE) IN NET ASSETS                         45        (58)        88        197        295        146

NET ASSETS AT BEGINNING OF PERIOD                        141        199        111        678        383        237
                                                      ------     ------     ------     ------     ------     ------

NET ASSETS AT END OF PERIOD                           $  186     $  141     $  199     $  875     $  678     $  383
                                                      ======     ======     ======     ======     ======     ======
</TABLE>

See notes to financial statements.

                                       26
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                        Fidelity Variable Insurance Products Fund II Sub-Accounts
                                                     ---------------------------------------------------------------
                                                             Asset Manager                      Contrafund
                                                     ------------------------------   ------------------------------
                                                       1999       1998       1997       1999       1998       1997
                                                     --------   --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                          $  360     $  465     $  278    $   468    $   329     $   18
Net realized gains (losses)                               46        159        254        862        531        307
Change in unrealized gains (losses)                      178         55         (1)     2,620      1,875        373
                                                      ------     ------     ------    -------    -------     ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS           584        679        531      3,950      2,735        698
                                                      ------     ------     ------    -------    -------     ------

FROM CAPITAL TRANSACTIONS
Deposits                                               1,282        765        617      6,010      2,307      1,266
Payments on termination                                 (100)      (123)       (73)      (415)       (95)      (178)
Contract administration charges                         (294)      (263)      (211)    (1,107)      (673)      (329)
Loans - net                                              (41)       (54)       (52)      (166)      (338)      (131)
Transfers among the sub-accounts
 and with the Fixed Account - net                       (306)       511        669       (389)     3,545      4,154
                                                      ------     ------     ------    -------    -------     ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                               541        836        950      3,933      4,746      4,782
                                                      ------     ------     ------    -------    -------     ------

INCREASE (DECREASE) IN NET ASSETS                      1,125      1,515      1,481      7,883      7,481      5,480

NET ASSETS AT BEGINNING OF PERIOD                      5,400      3,885      2,404     14,385      6,904      1,424
                                                      ------     ------     ------    -------    -------     ------

NET ASSETS AT END OF PERIOD                           $6,525     $5,400     $3,885    $22,268    $14,385     $6,904
                                                      ======     ======     ======    =======    =======     ======
</TABLE>

See notes to financial statements.

                                       27
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                       Fidelity Variable
                                                      Insurance Products      Fidelity Variable Insurance
                                                     Fund II Sub-Accounts      Products Fund Sub-Accounts
                                                     ---------------------   ------------------------------
                                                           Index 500                  Money Market
                                                     ---------------------   ------------------------------
                                                       1999      1998 (a)      1999       1998       1997
                                                     ---------   ---------   --------   --------   --------
<S>                                                  <C>         <C>         <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                          $    4      $    -     $   607    $    403   $    266
Net realized gains (losses)                               22           -           -           -          -
Change in unrealized gains (losses)                      467           3           -           -          -
                                                      ------      ------     -------    --------   --------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS           493           3         607         403        266
                                                      ------      ------     -------    --------   --------

FROM CAPITAL TRANSACTIONS
Deposits                                               4,434          20      17,060      38,647     27,467
Payments on termination                                  (13)          -      (1,171)       (100)      (108)
Contract administration charges                         (187)          -        (814)       (729)      (673)
Loans - net                                                -           -        (436)       (458)       (13)
Transfers among the sub-accounts
 and with the Fixed Account - net                        657          18        (444)    (33,765)   (26,494)
                                                      ------      ------     -------    --------   --------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                             4,891          38      14,195       3,595        179
                                                      ------      ------     -------    --------   --------

INCREASE (DECREASE) IN NET ASSETS                      5,384          41      14,802       3,998        445

NET ASSETS AT BEGINNING OF PERIOD                         41           -       9,167       5,169      4,724
                                                      ------      ------     -------    --------   --------

NET ASSETS AT END OF PERIOD                           $5,425      $   41     $23,969    $  9,167   $  5,169
                                                      ======      ======     =======    ========   ========
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       28
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                         Fidelity Variable Insurance Products Fund Sub-Accounts
                                                     ---------------------------------------------------------------
                                                             Equity-Income                        Growth
                                                     ------------------------------   ------------------------------
                                                       1999       1998       1997       1999       1998       1997
                                                     --------   --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                         $   899    $   893    $   763    $ 2,505    $ 1,614    $   224
Net realized gains (losses)                              867        753        289      2,203        758        712
Change in unrealized gains (losses)                     (526)       335      1,539      4,806      3,446      1,095
                                                     -------    -------    -------    -------    -------    -------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS         1,240      1,981      2,591      9,514      5,818      2,031
                                                     -------    -------    -------    -------    -------    -------

FROM CAPITAL TRANSACTIONS
Deposits                                               5,782      3,505      2,858      7,309      3,241      3,070
Payments on termination                                 (857)      (395)      (397)    (1,101)      (354)      (410)
Contract administration charges                       (1,426)    (1,219)      (781)    (1,624)    (1,181)      (884)
Loans - net                                             (273)      (551)      (326)      (464)      (400)      (200)
Transfers among the sub-accounts
 and with the Fixed Account - net                     (1,106)     4,082      4,335        458      4,386       (413)
                                                     -------    -------    -------    -------    -------    -------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                             2,120      5,422      5,689      4,578      5,692      1,163
                                                     -------    -------    -------    -------    -------    -------

INCREASE (DECREASE) IN NET ASSETS                      3,360      7,403      8,280     14,092     11,510      3,194

NET ASSETS AT BEGINNING OF PERIOD                     23,563     16,160      7,880     23,880     12,370      9,176
                                                     -------    -------    -------    -------    -------    -------

NET ASSETS AT END OF PERIOD                          $26,923    $23,563    $16,160    $37,972    $23,880    $12,370
                                                     =======    =======    =======    =======    =======    =======
</TABLE>

See notes to financial statements.

                                       29
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                      Fidelity Variable Insurance     Federated Insurance Management
                                                       Products Fund Sub-Accounts          Series Sub-Accounts
                                                     ------------------------------   ------------------------------
                                                                Overseas                 High Income Bond Fund II
                                                     ------------------------------   ------------------------------
                                                       1999       1998       1997       1999       1998       1997
                                                     --------   --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                         $   230    $   351    $   220    $   307    $    56    $    51
Net realized gains (losses)                              527        497        545       (100)        67         51
Change in unrealized gains (losses)                    1,671        125       (267)      (167)       (69)        48
                                                     -------    -------    -------    -------    -------    -------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS         2,428        973        498         40         54        150
                                                     -------    -------    -------    -------    -------    -------

FROM CAPITAL TRANSACTIONS
Deposits                                               1,047        824        817        960        519        231
Payments on termination                                 (347)      (125)      (120)       (65)       (59)       (70)
Contract administration charges                         (332)      (326)      (243)      (213)      (173)       (79)
Loans - net                                              (68)       (72)       (23)       (54)       (41)       (33)
Transfers among the sub-accounts
 and with the Fixed Account - net                     (2,405)       774      1,532       (438)     1,275      1,314
                                                     -------    -------    -------    -------    -------    -------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                            (2,105)     1,075      1,963        190      1,521      1,363
                                                     -------    -------    -------    -------    -------    -------

INCREASE (DECREASE) IN NET ASSETS                        323      2,048      2,461        230      1,575      1,513

NET ASSETS AT BEGINNING OF PERIOD                      7,302      5,254      2,793      3,660      2,085        572
                                                     -------    -------    -------    -------    -------    -------

NET ASSETS AT END OF PERIOD                          $ 7,625    $ 7,302    $ 5,254    $ 3,890    $ 3,660    $ 2,085
                                                     =======    =======    =======    =======    =======    =======
</TABLE>

See notes to financial statements.

                                       30
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                              Federated Insurance Management Series Sub-Accounts
                                                     ---------------------------------------------------------------------
                                                            Utility Fund II            U.S. Government Securities Fund II
                                                     ------------------------------   ------------------------------------
                                                       1999       1998       1997        1999         1998         1997
                                                     --------   --------   --------   ----------   ----------   ----------
<S>                                                  <C>        <C>        <C>        <C>          <C>          <C>
FROM OPERATIONS
Net investment income (loss)                          $  161     $   91     $   33      $   41       $    2       $    7
Net realized gains (losses)                               63         55         69           3           28            4
Change in unrealized gains (losses)                     (201)       120        166         (63)          26            7
                                                      ------     ------     ------      ------       ------       ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS            23        266        268         (19)          56           18
                                                      ------     ------     ------      ------       ------       ------

FROM CAPITAL TRANSACTIONS
Deposits                                                 761        183        248         314          115           33
Payments on termination                                  (95)       (48)       (58)        (53)         (30)         (21)
Contract administration charges                         (129)       (94)       (71)        (67)         (47)         (20)
Loans - net                                               (8)       (68)       (41)        (15)         (18)         (12)
Transfers among the sub-accounts
 and with the Fixed Account - net                        (77)       966        129          58          871          118
                                                      ------     ------     ------      ------       ------       ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                               452        939        207         237          891           98
                                                      ------     ------     ------      ------       ------       ------

INCREASE (DECREASE) IN NET ASSETS                        475      1,205        475         218          947          116

NET ASSETS AT BEGINNING OF PERIOD                      2,571      1,366        891       1,232          285          169
                                                      ------     ------     ------      ------       ------       ------

NET ASSETS AT END OF PERIOD                           $3,046     $2,571     $1,366      $1,450       $1,232       $  285
                                                      ======     ======     ======      ======       ======       ======
</TABLE>

See notes to financial statements.

                                       31
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                      Scudder Variable Life Investment Fund Sub-Accounts
                                                     ----------------------------------------------------
                                                                  Bond                     Balanced
                                                     ------------------------------   -------------------
                                                       1999       1998       1997       1999     1998 (a)
                                                     --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                          $   33     $   31     $   26     $    2     $    -
Net realized gains (losses)                               (8)       (68)        (1)         -          -
Change in unrealized gains (losses)                      (42)        69         13         28          -
                                                      ------     ------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS           (17)        32         38         30          -
                                                      ------     ------     ------     ------     ------

FROM CAPITAL TRANSACTIONS
Deposits                                                 802        125        120        259          -
Payments on termination                                  (13)       (35)       (44)         -          -
Contract administration charges                          (75)       (55)       (43)        (9)         -
Loans - net                                              (18)        (4)        (9)         -          -
Transfers among the sub-accounts
 and with the Fixed Account - net                         61        120         35         99          3
                                                      ------     ------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                               757        151         59        349          3
                                                      ------     ------     ------     ------     ------

INCREASE (DECREASE) IN NET ASSETS                        740        183         97        379          3

NET ASSETS AT BEGINNING OF PERIOD                        730        547        450          3          -
                                                      ------     ------     ------     ------     ------

NET ASSETS AT END OF PERIOD                           $1,470     $  730     $  547     $  382     $    3
                                                      ======     ======     ======     ======     ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       32
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                           Scudder Variable Life Investment Fund Sub-Accounts
                                                     ---------------------------------------------------------------
                                                      Growth and Income     Global Discovery        International
                                                     -------------------   -------------------   -------------------
                                                       1999     1998 (a)     1999     1998 (a)     1999     1998 (a)
                                                     --------   --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
FROM OPERATIONS
Net investment income (loss)                          $    1     $    -     $    -     $    -     $    4     $    -
Net realized gains (losses)                                -          -        (10)         -         (7)         -
Change in unrealized gains (losses)                        2          -         26          -         56          -
                                                      ------     ------     ------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS             3          -         16          -         53          -
                                                      ------     ------     ------     ------     ------     ------

FROM CAPITAL TRANSACTIONS
Deposits                                                 173          3         66          -        131          -
Payments on termination                                    -          -          -          -          -          -
Contract administration charges                           (6)         -         (6)         -         (8)         -
Loans - net                                                -          -          -          -          -          -
Transfers among the sub-accounts
 and with the Fixed Account - net                          9          -         27          3         74          4
                                                      ------     ------     ------     ------     ------     ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                               176          3         87          3        197          4
                                                      ------     ------     ------     ------     ------     ------

INCREASE (DECREASE) IN NET ASSETS                        179          3        103          3        250          4

NET ASSETS AT BEGINNING OF PERIOD                          3          -          3          -          4          -
                                                      ------     ------     ------     ------     ------     ------

NET ASSETS AT END OF PERIOD                           $  182     $    3     $  106     $    3     $  254     $    4
                                                      ======     ======     ======     ======     ======     ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       33
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                                                  Strong Opportunity
                                                       Strong Variable Insurance Funds, Inc.          Fund, Inc.
                                                                   Sub-Accounts                       Sub-Account
                                                     -----------------------------------------   ---------------------
                                                      Discovery Fund II      Growth Fund II       Opportunity Fund II
                                                     -------------------   -------------------   ---------------------
                                                       1999     1998 (a)     1999     1998 (a)     1999      1998 (a)
                                                     --------   --------   --------   --------   ---------   ---------
<S>                                                  <C>        <C>        <C>        <C>        <C>         <C>
FROM OPERATIONS
Net investment income (loss)                          $    -     $    -     $    -     $    -     $    1      $    -
Net realized gains (losses)                                -          -         31          -          -           -
Change in unrealized gains (losses)                       10          -        175          -         25           -
                                                      ------     ------     ------     ------     ------      ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS            10          -        206          -         26           -
                                                      ------     ------     ------     ------     ------      ------

FROM CAPITAL TRANSACTIONS
Deposits                                                  47          -        406          -        218           -
Payments on termination                                    -          -          -          -          -           -
Contract administration charges                           (1)         -        (11)         -         (5)          -
Loans - net                                                -          -          -          -          -           -
Transfers among the sub-accounts
 and with the Fixed Account - net                          -          -         22          -        (12)          2
                                                      ------     ------     ------     ------     ------      ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                                46          -        417          -        201           2
                                                      ------     ------     ------     ------     ------      ------

INCREASE (DECREASE) IN NET ASSETS                         56          -        623          -        227           2

NET ASSETS AT BEGINNING OF PERIOD                          -          -          -          -          2           -
                                                      ------     ------     ------     ------     ------      ------

NET ASSETS AT END OF PERIOD                           $   56     $    -     $  623     $    -     $  229      $    2
                                                      ======     ======     ======     ======     ======      ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       34
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                        T. Rowe Price
                                                        International
                                                        Series, Inc.
                                                         Sub-Account        T. Rowe Price Equity Series, Inc. Sub-Accounts
                                                     -------------------   -------------------------------------------------
                                                     International Stock     New America Growth          Mid-Cap Growth
                                                     -------------------   -----------------------   -----------------------
                                                       1999     1998 (a)      1999       1998 (a)       1999       1998 (a)
                                                     --------   --------   ----------   ----------   ----------   ----------
<S>                                                  <C>        <C>        <C>          <C>          <C>          <C>
FROM OPERATIONS
Net investment income (loss)                          $    2     $    -      $    5       $    -       $    3       $    -
Net realized gains (losses)                               (3)         -          (1)           -           (1)           -
Change in unrealized gains (losses)                       28          -           4            -           41            -
                                                      ------     ------      ------       ------       ------       ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS            27          -           8            -           43            -
                                                      ------     ------      ------       ------       ------       ------

FROM CAPITAL TRANSACTIONS
Deposits                                                 133          -          97            1          266            7
Payments on termination                                    -          -           -            -            -            -
Contract administration charges                           (4)         -          (5)           -           (9)           -
Loans - net                                                -          -           -            -            -            -
Transfers among the sub-accounts
 and with the Fixed Account - net                          8          -          (8)           2           35            -
                                                      ------     ------      ------       ------       ------       ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                               137          -          84            3          292            7
                                                      ------     ------      ------       ------       ------       ------

INCREASE (DECREASE) IN NET ASSETS                        164          -          92            3          335            7

NET ASSETS AT BEGINNING OF PERIOD                          -          -           3            -            7            -
                                                      ------     ------      ------       ------       ------       ------

NET ASSETS AT END OF PERIOD                           $  164     $    -      $   95       $    3       $  342       $    7
                                                      ======     ======      ======       ======       ======       ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       35
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                  T. Rowe Price Equity
                                                      Series, Inc.
                                                      Sub-Accounts            MFS Variable Insurance Trust Sub-Accounts
                                                  ---------------------   -------------------------------------------------
                                                      Equity Income       Growth with Income Series      Research Series
                                                  ---------------------   -------------------------   ---------------------
                                                    1999      1998 (a)       1999        1998 (a)       1999      1998 (a)
                                                  ---------   ---------   -----------   -----------   ---------   ---------
<S>                                               <C>         <C>         <C>           <C>           <C>         <C>
FROM OPERATIONS
Net investment income (loss)                       $   10      $    -        $    1        $    -      $    1      $    -
Net realized gains (losses)                             2           -             1             -           2           -
Change in unrealized gains (losses)                   (13)          -            19             -          46           -
                                                   ------      ------        ------        ------      ------      ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS         (1)          -            21             -          49           -
                                                   ------      ------        ------        ------      ------      ------

FROM CAPITAL TRANSACTIONS
Deposits                                              174           3           341             3         267           4
Payments on termination                                 -           -             -             -          (1)          -
Contract administration charges                        (7)          -           (22)            -         (19)          -
Loans - net                                             -           -             -             -           -           -
Transfers among the sub-accounts
 and with the Fixed Account - net                      29           2           102             -          38           -
                                                   ------      ------        ------        ------      ------      ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                            196           5           421             3         285           4
                                                   ------      ------        ------        ------      ------      ------

INCREASE (DECREASE) IN NET ASSETS                     195           5           442             3         334           4

NET ASSETS AT BEGINNING OF PERIOD                       5           -             3             -           4           -
                                                   ------      ------        ------        ------      ------      ------

NET ASSETS AT END OF PERIOD                        $  200      $    5        $  445        $    3      $  338      $    4
                                                   ======      ======        ======        ======      ======      ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       36
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

<TABLE>
<CAPTION>
                                                                   MFS Variable Insurance Trust Sub-Accounts
                                                     ---------------------------------------------------------------------
                                                     Emerging Growth Series    Total Return Series   New Discovery Series
                                                     -----------------------   -------------------   ---------------------
                                                        1999       1998 (a)      1999     1998 (a)     1999      1998 (a)
                                                     ----------   ----------   --------   --------   ---------   ---------
<S>                                                  <C>          <C>          <C>        <C>        <C>         <C>
FROM OPERATIONS
Net investment income (loss)                           $    -       $    -      $    3     $    -     $   11      $    -
Net realized gains (losses)                                16            -          (1)         -        (34)          -
Change in unrealized gains (losses)                       246            -          (3)         1        158           -
                                                       ------       ------      ------     ------     ------      ------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS            262            -          (1)         1        135           -
                                                       ------       ------      ------     ------     ------      ------

FROM CAPITAL TRANSACTIONS
Deposits                                                  550            -         242         12        140           -
Payments on termination                                     -            -           -          -          -           -
Contract administration charges                           (30)           -          (9)         -        (10)          -
Loans - net                                                 -            -           -          -          -           -
Transfers among the sub-accounts
 and with the Fixed Account - net                         (22)           3          38          9        347           -
                                                       ------       ------      ------     ------     ------      ------
CHANGE IN NET ASSETS RESULTING
 FROM CAPITAL TRANSACTIONS                                498            3         271         21        477           -
                                                       ------       ------      ------     ------     ------      ------

INCREASE (DECREASE) IN NET ASSETS                         760            3         270         22        612           -

NET ASSETS AT BEGINNING OF PERIOD                           3            -          22          -          -           -
                                                       ------       ------      ------     ------     ------      ------

NET ASSETS AT END OF PERIOD                            $  763       $    3      $  292     $   22     $  612      $    -
                                                       ======       ======      ======     ======     ======      ======
</TABLE>

(a)  For the Period Beginning August 17, 1998 and Ended December 31, 1998

See notes to financial statements.

                                       37
<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 three life insurance policies, the Investor's Select,
    the Consultant and the Consultant SL, the deposits of which are invested at
    the direction of the policyholders in the sub-accounts that comprise the
    Account. Absent any policy provisions wherein Lincoln Benefit contractually
    guarantees either a minimum return or account value to the beneficiaries of
    the policyholders in the form of a death benefit, the policyholders bear the
    investment risk that the sub-accounts may not meet their stated objectives.
    The sub-accounts invest in the following underlying portfolios (collectively
    the "Funds"):

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

                                       38
<PAGE>
1.  ORGANIZATION (CONTINUED)

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    VALUATION OF INVESTMENTS - Investments consist of shares of the Funds and
    are stated at fair value based on quoted market prices at December 31, 1999.

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

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

    FEDERAL INCOME TAXES - The Account intends to qualify as a segregated asset
    account as defined in the Internal Revenue Code ("Code"). As such, the
    operations of the Account are included in the tax return of Lincoln Benefit.
    Lincoln Benefit is taxed as a life insurance company under the Code. No
    federal income taxes are allocable to the Account as the Account did not
    generate taxable income.

    USE OF ESTIMATES - The preparation of financial statements in conformity
    with generally accepted accounting principles requires management to make
    estimates and assumptions that affect the amounts reported in the financial
    statements and accompanying notes. Actual results could differ from those
    estimates.

3.  EXPENSES

    PREMIUM TAX CHARGE AND PREMIUM EXPENSE CHARGE - 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 the Consultant and
    Consultant SL policies, Lincoln Benefit also deducts a premium expense
    charge which partially compensates for its sales expenses, including agent
    commissions as well as certain federal taxes and other expenses related to
    the receipt of premiums.

    MONTHLY DEDUCTIONS - On a monthly basis, Lincoln Benefit deducts from the
    policy value for certain expenses. The policy fee covers administrative
    expenses such as salaries, postage and periodic reports. The mortality and
    expense risk charge covers insurance benefits available with the contract
    and certain expenses of the contract. It also covers the risk that the
    current charges will not be sufficient in the future to cover the cost of
    administering the contract. The cost of insurance charge covers the cost of
    providing insurance benefits and is based upon the issue age, sex, policy
    year and premium rating class of the insured.

                                       39
<PAGE>
4.  UNITS ISSUED AND REDEEMED

    (Units in whole amounts)
<TABLE>
<CAPTION>
                                                         INVESTOR'S SELECT CONTRACTS
                                               -----------------------------------------------
                                                                        UNIT ACTIVITY DURING
                                                                               1999:
                                                                      ------------------------
                                                UNITS OUTSTANDING       UNITS         UNITS
                                                DECEMBER 31, 1998       ISSUED      REDEEMED
                                               --------------------   ----------   -----------
<S>                                            <C>                    <C>          <C>
Investments in Janus Aspen Series
 Sub-Accounts:
  Flexible Income                                     106,902             54,965       (68,133)
  Balanced                                            398,482            588,423      (527,787)
  Growth                                              768,637            556,719      (388,778)
  Aggressive Growth                                   687,591          1,535,328    (1,426,864)
  Worldwide Growth                                  1,223,045          1,251,362    (1,215,186)
Investments in IAI Retirement Funds, Inc.
 Sub-Accounts:
  Regional                                            156,040             29,263       (52,160)
  Reserve                                              11,699             13,415        (9,800)
  Balanced                                             41,137             23,276       (12,803)
Investments in Fidelity Variable Insurance
 Products Fund II Sub-Accounts:
  Asset Manager                                       326,126             96,483       (80,058)
  Contrafund                                          780,817            438,126      (326,654)
  Index 500
Investments in Fidelity Variable Insurance
 Products Fund Sub-Accounts:
  Money Market                                        699,209         13,230,100   (12,448,305)
  Equity-Income                                     1,057,243            476,437      (431,195)
  Growth                                              934,959            784,068      (700,279)
  Overseas                                            507,996          3,004,367    (3,151,118)
Investments in Federated Insurance Management
 Series Sub-Accounts:
  High Income Bond Fund II                            243,128            910,413      (923,856)
  Utility Fund II                                     138,256             68,182       (57,423)
  U.S. Government Securities Fund II                   94,210             88,892       (81,852)
Investment in Scudder Variable Life
 Investment Fund Sub-Account:
  Bond                                                 56,307             38,503       (28,754)

<CAPTION>
                                                      INVESTOR'S SELECT CONTRACTS
                                               -----------------------------------------

                                                                         ACCUMULATION
                                                UNITS OUTSTANDING         UNIT VALUE
                                                DECEMBER 31, 1999     DECEMBER 31, 1999
                                               --------------------   ------------------
<S>                                            <C>                    <C>
Investments in Janus Aspen Series
 Sub-Accounts:
  Flexible Income                                      93,734               $15.71
  Balanced                                            459,118                28.27
  Growth                                              936,578                35.43
  Aggressive Growth                                   796,055                52.60
  Worldwide Growth                                  1,259,221                39.77
Investments in IAI Retirement Funds, Inc.
 Sub-Accounts:
  Regional                                            133,143                20.75
  Reserve                                              15,314                12.16
  Balanced                                             51,610                16.95
Investments in Fidelity Variable Insurance
 Products Fund II Sub-Accounts:
  Asset Manager                                       342,551                18.26
  Contrafund                                          892,289                21.98
  Index 500
Investments in Fidelity Variable Insurance
 Products Fund Sub-Accounts:
  Money Market                                      1,481,004                13.01
  Equity-Income                                     1,102,485                23.51
  Growth                                            1,018,748                34.81
  Overseas                                            361,245                20.36
Investments in Federated Insurance Management
 Series Sub-Accounts:
  High Income Bond Fund II                            229,685                15.20
  Utility Fund II                                     149,015                18.78
  U.S. Government Securities Fund II                  101,250                12.90
Investment in Scudder Variable Life
 Investment Fund Sub-Account:
  Bond                                                 66,056                12.73
</TABLE>

                                       40
<PAGE>
4.  UNITS ISSUED AND REDEEMED

    (Units in whole amounts)
<TABLE>
<CAPTION>
                                                            CONSULTANT CONTRACTS
                                               -----------------------------------------------
                                                                        UNIT ACTIVITY DURING
                                                                               1999:
                                                                      ------------------------
                                                UNITS OUTSTANDING       UNITS         UNITS
                                                DECEMBER 31, 1998       ISSUED      REDEEMED
                                               --------------------   ----------   -----------
<S>                                            <C>                    <C>          <C>
Investments in Alger American Fund
 Sub-Accounts:
  Growth                                               1,375             116,066       (24,584)
  Income and Growth                                    1,400              58,432       (13,788)
  Leveraged AllCap                                        36              89,229       (16,239)
  MidCap Growth                                          254              62,049       (28,522)
  Small Capitalization                                 1,035              49,313       (19,265)
Investments in Janus Aspen Series
 Sub-Accounts:
  Flexible Income                                        359              51,381       (15,887)
  Balanced                                            33,546             159,739       (27,005)
  Growth                                               3,633             219,075       (39,394)
  Aggressive Growth                                      855             161,136       (54,421)
  Worldwide Growth                                    17,720             262,028       (66,697)
Investments in Fidelity Variable Insurance
 Products Fund II Sub-Accounts:
  Asset Manager                                          159              24,831        (2,545)
  Contrafund                                          41,139             171,371       (27,079)
  Index 500                                            3,617             489,759       (98,988)
Investments in Fidelity Variable Insurance
 Products Fund Sub-Accounts:
  Money Market                                        44,535           2,029,000    (1,635,639)
  Equity-Income                                        2,280             126,764       (42,026)
  Growth                                               3,080             222,068       (68,598)
  Overseas                                                 -              73,623       (55,595)
Investments in Federated Insurance Management
 Series Sub-Accounts:
  High Income Bond Fund II                             2,181              64,461       (27,278)
  Utility Fund II                                          -              33,065       (11,293)
  U.S. Government Securities Fund II                      15              24,799       (10,837)
Investments in Scudder Variable Life
 Investment Fund Sub-Accounts:
  Bond                                                   118             104,770       (42,880)
  Balanced                                               289              40,265       (10,665)
  Growth and Income                                      299              19,621        (3,688)
  Global Discovery                                       259              13,973        (8,314)
  International                                          402              36,325       (20,966)
Investments in Strong Variable Insurance
 Funds, Inc. Sub-Accounts:
  Discovery Fund II                                        -              10,500        (5,691)
  Growth Fund II                                           -             122,046       (93,424)
Investment in Strong Opportunity Fund
 II, Inc. Sub-Account:
  Opportunity Fund II                                    171              21,676        (6,414)
Investment in T. Rowe Price International
 Series, Inc. Sub-Account:
  International Stock                                     10              23,560       (12,203)
Investments in T. Rowe Price Equity
 Series, Inc. Sub-Accounts:
  New America Growth                                     229               9,713        (2,519)
  Mid-Cap Growth                                         566              25,780        (2,428)
  Equity Income                                          489              26,562        (9,264)
Investments in MFS Variable Insurance Trust
 Sub-Accounts:
  Growth with Income Series                              266              52,113       (15,334)
  Research Series                                        337              36,202       (12,049)
  Emerging Growth Series                                 268              51,902       (15,590)
  Total Return Series                                  2,047              29,547        (5,006)
  New Discovery Series                                    23              86,444       (55,518)

<CAPTION>
                                                         CONSULTANT CONTRACTS
                                               -----------------------------------------

                                                                         ACCUMULATION
                                                UNITS OUTSTANDING         UNIT VALUE
                                                DECEMBER 31, 1999     DECEMBER 31, 1999
                                               --------------------   ------------------
<S>                                            <C>                    <C>
Investments in Alger American Fund
 Sub-Accounts:
  Growth                                               92,857               $16.02
  Income and Growth                                    46,044                16.46
  Leveraged AllCap                                     73,026                22.91
  MidCap Growth                                        33,781                15.36
  Small Capitalization                                 31,083                16.30
Investments in Janus Aspen Series
 Sub-Accounts:
  Flexible Income                                      35,853                10.47
  Balanced                                            166,280                14.88
  Growth                                              183,314                17.15
  Aggressive Growth                                   107,570                27.79
  Worldwide Growth                                    213,051                17.65
Investments in Fidelity Variable Insurance
 Products Fund II Sub-Accounts:
  Asset Manager                                        22,445                12.06
  Contrafund                                          185,431                14.30
  Index 500                                           394,388                13.76
Investments in Fidelity Variable Insurance
 Products Fund Sub-Accounts:
  Money Market                                        437,896                10.72
  Equity-Income                                        87,018                11.57
  Growth                                              156,550                16.05
  Overseas                                             18,028                15.04
Investments in Federated Insurance Management
 Series Sub-Accounts:
  High Income Bond Fund II                             39,364                10.12
  Utility Fund II                                      21,772                11.38
  U.S. Government Securities Fund II                   13,977                10.25
Investments in Scudder Variable Life
 Investment Fund Sub-Accounts:
  Bond                                                 62,008                10.14
  Balanced                                             29,889                12.79
  Growth and Income                                    16,232                11.21
  Global Discovery                                      5,918                17.95
  International                                        15,761                16.11
Investments in Strong Variable Insurance
 Funds, Inc. Sub-Accounts:
  Discovery Fund II                                     4,809                11.65
  Growth Fund II                                       28,622                21.77
Investment in Strong Opportunity Fund
 II, Inc. Sub-Account:
  Opportunity Fund II                                  15,433                14.82
Investment in T. Rowe Price International
 Series, Inc. Sub-Account:
  International Stock                                  11,367                14.44
Investments in T. Rowe Price Equity
 Series, Inc. Sub-Accounts:
  New America Growth                                    7,423                12.74
  Mid-Cap Growth                                       23,918                14.30
  Equity Income                                        17,787                11.24
Investments in MFS Variable Insurance Trust
 Sub-Accounts:
  Growth with Income Series                            37,045                12.00
  Research Series                                      24,490                13.80
  Emerging Growth Series                               36,580                20.86
  Total Return Series                                  26,588                10.99
  New Discovery Series                                 30,949                19.78
</TABLE>

                                       41
<PAGE>

INDEPENDENT AUDITORS' REPORT


TO THE BOARD OF DIRECTORS AND SHAREHOLDER
OF LINCOLN BENEFIT LIFE COMPANY:

We have audited the accompanying Consolidated Statements of Financial Position
of Lincoln Benefit Life Company and subsidiary (the "Company", an affiliate of
The Allstate Corporation) as of December 31, 1999 and 1998, and the related
Consolidated Statements of Operations and Comprehensive Income, Shareholder's
Equity and Cash Flows for each of the three years in the period ended December
31, 1999. Our audits also included Schedule IV - Reinsurance. These consolidated
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 1999
and 1998, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999 in conformity with generally
accepted accounting principles. Also, in our opinion, Schedule IV - Reinsurance,
when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.


/s/ Deloitte & Touche LLP

Chicago, Illinois
February 25, 2000

<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

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

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

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

COMMITMENTS AND CONTINGENT LIABILITIES  (NOTE 12)

SHAREHOLDER'S EQUITY
Common stock, $100 par value, 30,000 shares
  authorized, 25,000 issued and outstanding                           2,500          2,500
Additional capital paid-in                                          116,750        116,750
Retained income                                                      39,579         34,622
Accumulated other comprehensive (loss) income:
     Unrealized net capital (losses) gains                             (994)         5,906
                                                                -----------    -----------
          TOTAL ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME          (994)         5,906
                                                                -----------    -----------
          TOTAL SHAREHOLDER'S EQUITY                                157,835        159,778
                                                                -----------    -----------
          TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY            $ 9,377,009    $ 8,078,810
                                                                ===========    ===========
</TABLE>


See notes to consolidated financial statements.


                                       2
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME

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

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

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

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

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


See notes to consolidated financial statements.


                                       3
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

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

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

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

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

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


See notes to consolidated financial statements.


                                       4
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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

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

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


See notes to consolidated financial statements.


                                       5
<PAGE>

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

1.   GENERAL

BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Lincoln Benefit Life Company ("LBL") and its wholly owned subsidiary, AFD, Inc.
(formerly Allstate Financial Distributors, Inc), a registered broker-dealer,
(collectively, the "Company"). LBL is a wholly owned subsidiary of Allstate Life
Insurance Company ("ALIC"), which is wholly owned by Allstate Insurance Company
("AIC"), a wholly owned subsidiary of The Allstate Corporation (the
"Corporation"). These consolidated financial statements have been prepared in
conformity with generally accepted accounting principles. All significant
intercompany accounts and transactions have been eliminated.

To conform with the 1999 presentation, certain amounts in the prior years'
financial statements and notes have been reclassified.

NATURE OF OPERATIONS
The Company markets a broad line of life insurance and savings products
primarily through independent insurance agents and brokers. Life insurance
consists of traditional products, including term and whole life,
interest-sensitive life, immediate annuities with life contingencies, variable
life and indexed life insurance. Savings products include deferred annuities and
immediate annuities without life contingencies. Deferred annuities include fixed
rate, market value adjusted, indexed and variable annuities. In 1999, annuity
premiums and deposits represented 80.9% of the Company's total statutory
premiums and deposits.

Annuity contracts and life insurance policies issued by the Company are subject
to discretionary surrender or withdrawal by customers, subject to applicable
surrender charges. These policies and contracts are reinsured primarily with
ALIC (see Note 3), which invests premiums and deposits to provide cash flows
that will be used to fund future benefits and expenses.

The Company monitors economic and regulatory developments which have the
potential to impact its business. Recently enacted federal legislation will
allow for banks and other financial organizations to have greater participation
in the securities and insurance businesses. This legislation may present an
increased level of competition for sales of the Company's products. Furthermore,
the market for deferred annuities and interest-sensitive life insurance is
enhanced by the tax incentives available under current law. Any legislative
changes which lessen these incentives are likely to negatively impact the demand
for these products.

Additionally, traditional demutualizations of mutual insurance companies and
enacted and pending state legislation to permit mutual insurance companies to
convert to a hybrid structure known as a mutual holding company could have a
number of significant effects on the Company by (1) increasing industry
competition through consolidation caused by mergers and acquisitions related to
the new corporate form of business; and (2) increasing competition in the
capital markets.

The Company is authorized to sell life and savings products in all states except
New York, as well as in the District of Columbia, Guam and the U.S. Virgin
Islands. The top geographic locations for statutory premiums and deposits for
the Company were California, Florida, Wisconsin, Pennsylvania and Illinois for
the year ended December 31, 1999. No other jurisdiction accounted for more than
5% of statutory premiums and deposits. All premiums and deposits are ceded under
reinsurance agreements.


                                       6
<PAGE>

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVESTMENTS
Fixed income securities include bonds and mortgage-backed securities. All fixed
income securities are carried at fair value and may be sold prior to their
contractual maturity ("available for sale"). The difference between amortized
cost and fair value, net of deferred income taxes, is reflected as a component
of shareholder's equity. Provisions are recognized for declines in the value of
fixed income securities that are other than temporary. Such writedowns are
included in realized capital gains and losses. Short-term investments are
carried at cost or amortized cost which approximates fair value.

Investment income consists primarily of interest and short-term investment
dividends. Interest is recognized on an accrual basis and dividends are recorded
at the ex-dividend date. Interest income on mortgaged-backed securities is
determined on the effective yield method, based on the estimated principal
repayments. Accrual of income is suspended for fixed income securities that are
in default or when the receipt of interest payments is in doubt. Realized
capital gains and losses are determined on a specific identification basis.

REINSURANCE RECOVERABLE
The Company has reinsurance agreements whereby all premiums, contract charges,
credited interest, policy benefits and certain expenses are ceded. Such amounts
are reflected net of such reinsurance in the consolidated statements of
operations and comprehensive income. Investment income earned on the assets
which support contractholder funds and the reserve for life-contingent contract
benefits is not included in the Company's consolidated financial statements as
those assets are owned and managed under terms of the reinsurance agreements.
Reinsurance recoverable and the related reserve for life-contingent contract
benefits and contractholder funds are reported separately in the consolidated
statements of financial position. The Company continues to have primary
liability as the direct insurer for risks reinsured.

RECOGNITION OF INSURANCE REVENUE AND RELATED BENEFITS AND INTEREST CREDITED
Traditional life insurance products consist principally of products with fixed
and guaranteed premiums and benefits, primarily term and whole life insurance
products and certain annuities with life contingencies. Premiums from these
products are recognized as revenue when due. Benefits are recognized in relation
to such revenue so as to result in the recognition of profits over the life of
the policy and are reflected in contract benefits.

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

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

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


                                       7
<PAGE>

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

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

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

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

All premiums, contract charges, contract benefits and interest credited are
reinsured.

INCOME TAXES
The income tax provision is calculated under the liability method and presented
net of reinsurance. Deferred tax assets and liabilities are recorded based on
the difference between the financial statement and tax bases of assets and
liabilities at the enacted tax rates. Deferred income taxes arise primarily from
unrealized capital gains or losses on fixed income securities carried at fair
value and differences in the tax bases of investments.

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

The assets of the Separate Accounts are carried at fair value. Separate Accounts
liabilities represent the contractholders' claim to the related assets and are
carried at the fair value of the assets. In the event that the asset value of
certain contractholder accounts are projected to be below the value guaranteed
by the Company, a liability is established through a charge to earnings.
Investment income and realized capital gains and losses of the Separate Accounts
accrue directly to the contractholders and therefore, are not included in the
Company's consolidated statements of operations and comprehensive income.
Revenues to the Company from Separate Accounts consist of contract maintenance
and administration fees, and mortality, surrender and expense charges.

RESERVE FOR LIFE-CONTINGENT CONTRACT BENEFITS
The reserve for life-contingent contract benefits, which relates to traditional
life insurance, immediate annuities with life contingencies and certain variable
annuity contract guarantees, is computed on the basis of assumptions as to
mortality, future investment yields, terminations and expenses at the time the
policy is issued. These assumptions, which for traditional life insurance are
applied using the net level premium method, include provisions for adverse
deviation and generally vary by such characteristics as type of coverage, year
of issue and policy duration. Detailed reserve assumptions and reserve interest
rates are outlined in Note 6.


                                       8
<PAGE>

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

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

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

NEW ACCOUNTING STANDARDS
In 1999, the Company adopted Statement of Position ("SOP") 97-3, "Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments." The SOP
provides guidance concerning when to recognize a liability for insurance-related
assessments and how those liabilities should be measured. Specifically,
insurance-related assessments should be recognized as liabilities when all of
the following criteria have been met: 1) an assessment has been imposed or it is
probable that an assessment will be imposed, 2) the event obligating an entity
to pay an assessment has occurred and 3) the amount of the assessment can be
reasonably estimated. Adoption of this statement was not material to the
Company's results of operations or financial position.


3.   RELATED PARTY TRANSACTIONS

REINSURANCE
The Company has reinsurance agreements whereby certain premiums, contract
charges, credited interest, policy benefits and expenses are ceded to ALIC, and
reflected net of such reinsurance in the consolidated statements of operations
and comprehensive income. Reinsurance recoverable and the related reserve for
life-contingent contract benefits and contractholder funds are reported
separately in the consolidated statements of financial position. The Company
continues to have primary liability as the direct insurer for risks reinsured.

Investment income earned on the assets which support contractholder funds and
the reserve for life-contingent contract benefits are not included in the
Company's consolidated financial statements as those assets are owned and
managed under terms of the reinsurance agreements. The following amounts were
ceded to ALIC under reinsurance agreements.

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

BUSINESS OPERATIONS
The Company utilizes services provided by AIC and ALIC and business facilities
owned or leased, and operated by AIC in conducting its business activities. The
Company reimburses AIC and ALIC for the operating expenses incurred on behalf of
the Company. The Company is charged for the cost of these operating expenses
based on the level of services provided. Operating expenses, including
compensation and retirement and other benefit programs, allocated to the Company
were $26,418,


                                       9
<PAGE>

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

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

4.   INVESTMENTS

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

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

AT DECEMBER 31, 1998
U.S. government and agencies         $  14,105    $ 2,498   $      -    $ 16,603
Corporate                               84,547      3,548       (151)     87,944
Foreign government                       3,031        239          -       3,270
Mortgage-backed securities              48,215      2,972        (20)     51,167
                                     ---------    -------   --------    --------
     Total fixed income securities   $ 149,898    $ 9,257   $   (171)   $158,984
                                     =========    =======   ========    ========
</TABLE>

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

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

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


                                       10
<PAGE>


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

<TABLE>
<CAPTION>



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

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

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

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

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

<TABLE>
<CAPTION>

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

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


<TABLE>
<CAPTION>






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

</TABLE>




SECURITIES ON DEPOSIT
At December 31, 1999, fixed income securities with a carrying value
of $7,628 were on deposit with regulatory authorities as required by law.

5.  FINANCIAL INSTRUMENTS

In the normal course of business, the Company invests in various financial
assets and incurs various financial liabilities. The fair value estimates of
financial instruments presented on the following page are not necessarily
indicative of the amounts the Company might pay or receive in actual market
transactions.  Potential taxes and other transaction costs have not been
considered in estimating fair value.  The disclosures that follow do not
reflect the fair value of the Company as a whole since a number of the
Company's significant assets (including reinsurance recoverables) and
liabilities (including traditional life

                                           11

<PAGE>


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

and interest-sensitive life insurance reserves and deferred income taxes) are
not considered financial instruments and are not carried at fair value.
Other assets and liabilities considered financial instruments, such as
accrued investment income and cash, are generally of a short-term nature.
Their carrying values are assumed to approximate fair value.

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

<TABLE>
<CAPTION>

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

</TABLE>

Fair values for fixed income securities are based on quoted market prices
where available.  Non-quoted securities are valued based on discounted cash
flows using current interest rates for similar securities.  Short-term
investments are highly liquid investments with maturities of less than one
year whose carrying value are deemed to approximate fair value. Separate
Accounts assets are carried in the consolidated statements of financial
position at fair value based on quoted market prices.

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

<TABLE>
<CAPTION>

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

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

</TABLE>

The fair value of contractholder funds on investment contracts is based on
the terms of the underlying contracts. Reserves on investment contracts with
no stated maturities (single premium and flexible premium deferred annuities)
are valued at the account balance less surrender charges. The fair value of
immediate annuities and annuities without life contingencies with fixed terms
is estimated using discounted cash flow calculations based on interest rates
currently offered for contracts with similar terms and durations. Separate
Accounts liabilities are carried at the fair value of the underlying assets.

                                           12

<PAGE>


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


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

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

<TABLE>
<CAPTION>

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

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

At December 31, contractholder funds consists of the following:


<TABLE>
<CAPTION>

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

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

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

7. REINSURANCE

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

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

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

                                 13

<PAGE>


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

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

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

<TABLE>
<CAPTION>

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

</TABLE>


8.  CORPORATION RESTRUCTURING

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

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

9.  INCOME TAXES

The Company joins the Corporation and its other eligible domestic
subsidiaries (the "Allstate Group") in the filing of a consolidated federal
income tax return and is party to a federal income tax allocation agreement
(the "Allstate Tax Sharing Agreement"). Under the Allstate Tax Sharing
Agreement, the Company pays to or receives from the Corporation the amount,
if any, by which the Allstate Group's federal income tax liability is
affected by virtue of inclusion of the Company in the consolidated federal
income tax return. Effectively, this results in the Company's annual income
tax provision being computed, with adjustments, as if the Company filed a
separate return.

Prior to June 30, 1995, the Corporation was a subsidiary of Sears Roebuck &
Co. ("Sears") and, with its eligible domestic subsidiaries, was included in
the Sears consolidated federal income tax return and federal income tax
allocation agreement. Effective June 30, 1995, the Corporation and Sears
entered into a new tax sharing agreement, which governs their respective
rights and obligations with respect to federal income taxes for all periods
during which the Corporation was a subsidiary of Sears, including the
treatment of audits of tax returns for such periods.

The Internal Revenue Service ("IRS") has completed its review of the Allstate
Group's federal income tax returns through the 1993 tax year. Any adjustments
that may result from IRS examinations of tax returns

                                      14

<PAGE>


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


are not expected to have a material impact on the financial position,
liquidity or result of operations of the Company.

The components of the deferred income tax assets and liabilities at
December 31, are as follow:

<TABLE>
<CAPTION>

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

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

</TABLE>

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

<TABLE>
<CAPTION>

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

</TABLE>

The Company paid income taxes of $3,902, $731 and $4,116 in 1999, 1998 and
1997, respectively

A reconciliation of the statutory federal income tax rate to the effective
income tax rate on income from operations for the year ended December 31, is
as follows:

<TABLE>
<CAPTION>

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

</TABLE>

Prior to January 1, 1984, the Company was entitled to exclude certain amounts
from taxable income and accumulate such amounts in a "policyholder surplus"
account. The balance in this account at December 31, 1999, approximately
$340, will result in federal income taxes payable of $119 if distributed by
the Company.  No provision for taxes has been made as the Company has no plan
to distribute amounts from this account.  No further additions to the account
have been permitted since the Tax Reform Act of 1984.

                                        15

<PAGE>


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


10.  STATUTORY FINANCIAL INFORMATION

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

PERMITTED STATUTORY ACCOUNTING PRACTICES
The Company prepares its statutory financial statements in accordance with
accounting practices prescribed or permitted by the Nebraska Department of
Insurance. Prescribed statutory accounting practices include a variety of
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass all accounting practices not so
prescribed. The Company does not follow any permitted statutory accounting
practices that have a significant impact on statutory surplus or statutory net
income.

The NAIC's codification initiative has produced a comprehensive guide of
statutory accounting principles, which the Company will implement in January
2001. The Company's state of domicile, Nebraska, has passed legislation revising
various statutory accounting requirements to conform to codification. These
requirements are not expected to have a material impact on the statutory surplus
of the Company.

DIVIDENDS
The ability of the Company to pay dividends is dependent on business conditions,
income, cash requirements of the Company and other relevant factors. The payment
of shareholder dividends by the Company without the prior approval of the state
insurance regulator is limited to formula amounts based on net income and
capital and surplus, determined in accordance with statutory accounting
practices, as well as the timing and amount of dividends paid in the preceding
twelve months. The maximum amount of dividends that the Company can distribute
during 2000 without prior approval of the Nebraska Department of Insurance is
$15,113.

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

                                          16


<PAGE>

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

11.  OTHER COMPREHENSIVE INCOME

The components of other comprehensive income on a pretax and after-tax basis for
the year ended December 31, are as follows:

<TABLE>
<CAPTION>

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

</TABLE>

12.  COMMITMENTS AND CONTINGENT LIABILITIES

LEASES
The Company leases certain office facilities and computer equipment.
Total rent expense for all leases was $2,042, $1,743 and $1,596 in 1999, 1998
and 1997, respectively. Minimum rental commitments under noncancelable
operating leases with initial or remaining term of more than one year as of
December 31, are as follows:

<TABLE>
<CAPTION>

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

</TABLE>

REGULATION AND LEGAL PROCEEDINGS
The Company's business is subject to the effects of a changing social, economic
and regulatory environment. Public and regulatory initiatives have varied and
have included employee benefit regulation, removal of barriers preventing banks
from engaging in the securities and insurance business, tax law changes
affecting the taxation of insurance companies, and tax treatment of insurance
products and its impact on the relative desirability of various personal
investment vehicles, and proposed legislation to prohibit the use of gender in
determining insurance rates and benefits. The ultimate changes and eventual
effects, if any, of these initiatives are uncertain.

From time to time the Company is involved in pending and threatened litigation
in the normal course of its business in which claims for monetary damages are
asserted. In the opinion of management, the ultimate

                                  17


<PAGE>


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


liability, if any, arising from such pending or threatened litigation is not
expected to have a material effect on the results of operations, liquidity or
financial position of the Company.

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

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


13. SALE OF BUILDING

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


14. SUBSEQUENT EVENT

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


                                18

<PAGE>


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

<TABLE>
<CAPTION>

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

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


                                     GROSS                          NET
YEAR ENDED DECEMBER 31, 1998         AMOUNT           CEDED        AMOUNT
- ----------------------------         --------         -------      ------

Life insurance in force           $  97,690,299   $  97,690,299  $       -
                                  =============   =============  =========

Premiums and contract charges:
       Life and annuities         $     287,839   $     287,839  $       -
       Accident and health                3,450           3,450          -
                                  -------------   -------------  ---------
                                  $     291,289   $     291,289  $       -
                                  =============   =============  =========


                                     GROSS                          NET
YEAR ENDED DECEMBER 31, 1997         AMOUNT             CEDED       AMOUNT
- ----------------------------         ------             -----       ------

Life insurance in force           $  72,754,000   $  72,754,000  $       -
                                  =============   =============  =========

Premiums and contract charges:
       Life and annuities         $     277,825   $     277,825  $       -
       Accident and health               35,217   $      35,217          -
                                  -------------   -------------  ---------
                                  $     313,042   $     313,042  $       -
                                  =============   =============  =========

</TABLE>

                                           19


<PAGE>

                                     PART II
                     CONTENTS OF THIS REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

      Facing Page

      Cross Reference Sheet required by Rule 404(c)
      A Prospectus consisting of [    ] pages relating to the Flexible Premium
       Variable Life Insurance Policies
      Undertaking to File Reports
      Indemnification Undertaking

      Representation Relating to Rule 6e-3(T)
      Section 26(e) Representation
      Signature Page
      Exhibits

                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents  and reports as may be  prescribed  by any rule or  regulation  of the
Commission  heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

                           INDEMNIFICATION UNDERTAKING

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  to  directors,  officer and  controlling  persons of the
Registrant,  the  Registrant  has  been  advised  that  in  the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                     REPRESENTATION RELATING TO RULE 6e-3(T)

This filing is made  pursuant  to 6e-3(T)  under the  Investment  Company Act of
1940.

                          SECTION 26(e) REPRESENTATION

Lincoln Benefit Life hereby  represents that, as to the variable  universal life
insurance  policies which are the subject of this Registration  Statement,  File
No. 33-67386,  the fees and charges deducted under the policy,  in the aggregate
are reasonable in relation to the services rendered, the expenses expected to be
incurred and the risk assumed by Lincoln Benefit Life.
<TABLE>
<CAPTION>

                                    EXHIBITS
                                    --------
                 <S>                                               <C>
(1)  Resolution of the Board of Directors of
     Lincoln Benefit Life Company authorizing
     establishment of Registrant................................... *
(2)  Custodian Agreement........................................... Not Applicable
(3)  (a) Form of Underwriting Agreement.............................****
     (b) Form of Dealer Agreement...................................*****
     (c) Schedule of Sales Commissions..............................***
(4)  Other Agreements...............................................Not Applicable
(5)  Flexible Premium Policy........................................***
(6)  (a) Articles of Incorporation of Lincoln Benefit Life Company..*
     (b) By-Laws of Lincoln Benefit Life Company....................*
(7)  Insurance Company Blanket Bond.................................*
(8)  Fund Participation Agreements:
     (a) Janus Aspen Series.........................................*
     (b) Fidelity Variable Insurance Products Fund I................*
     (c) Fidelity Variable Insurance Products Fund II...............*
     (d) Scudder Variable Life Investment Fund......................*
     (e) Federated Insurance Management Series......................*
     (f) Investment Advisers Inc....................................***
     (9) Other Material Contracts...................................Not Applicable
    (10) Application Form...........................................* and **
(11)(a)  Consent of Independent Auditors............................Herewith
    (b)  Consent of Attorneys.......................................Herewith
(12) Opinion and Consent of Counsel.................................***
(13) Actuarial Opinion and Consent..................................***
(14) Actuarial basis of payment and cash value adjustment pursuant to
     Rule 6e-3(T)(b)(13)(v)(B)......................................***
(15) Procedures Memorandum pursuant to
     Rule 6e-3(T)(b)(12)(ii)........................................***
(16) Powers of Attorney.............................................Not Applicable

(27)  Financial Data Schedules......................................Not Applicable

*      Registration Statement on Form S-6 for Lincoln Benefit Life Variable Life
       Account, File No. 333- 47717, filed March 11, 1998
**     Post-Effective Amendment #8 to Registration Statement on Form S-6 for
       Lincoln Benefit Life Variable Life Account, File No. 333-47717, filed
       April 30, 1997.
***    Post-Effective Amendment #9 to Registration Statement on Form S-6 for
       Lincoln Benefit Life   Variable Life, File No. 333-47717, filed
       April 30, 1998.
****   Post-Effective Amendment #1 to Registration Statement on Form S-6 for
       Lincoln Benefit Life Variable Life Account,  File No.  333-47717,  filed
       January 22, 1999.
*****  Post-Effective Amendment No. 3 to Registration statement on Form N-4 for
       Lincoln Benefit Statement on Form N-4 for Lincoln Benefit Life Variabl
       Annuity Account, File No. 333-50545, 811-7924, filed April 1, 1999.
</TABLE>

                                   SIGNATURES


         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to
the Registration Statement and has duly caused this Post-Effective  Amendment to
the Registration  Statement to be signed on its behalf,  in the City of Lincoln,
and the State of Nebraska, on this 20th day of April, 2000.

                   LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
                                  (Registrant)

                        BY: LINCOLN BENEFIT LIFE COMPANY

                                   (Depositor)

                    By: /s/ B. Eugene Wraith

                    -----------------------------------------
                    B. Eugene Wraith

                    President and Chief Operating Officer

         As  required  by  the  Securities  Act  of  1933,  this  Post-Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:

<TABLE>

SIGNATURE                                   TITLE                                       DATE
- ---------                                   -----                                       ----
<S>                                          <C>                                        <C>
/s/ B. EUGENE WRAITH
- ------------------------------              President, Chief Operating
       B. Eugene Wraith                         Officer and Director                    April 20, 2000
(PRINCIPAL EXECUTIVE OFFICER)

/s/ MARVIN P. EHLY
- ------------------------------              Senior Vice President
       MARVIN P. EHLY                          Treasurer, Controller                    April 20, 2000
(PRINCIPAL FINANCIAL OFFICER                   and Director
and PRINCIPAL ACCOUNTING OFFICER)

/s/ LAWRENCE W. DAHL
- ------------------------------              Executive Vice President                    April 20, 2000
       Lawrence W. Dahl                        and Director

/s/ DOUGLAS F. GAER
- ------------------------------              Executive Vice President                    April 20, 2000
       Douglas F. Gaer                         and Director

/s/ ROBERT E. RICH
- ------------------------------              Executive Vice President                    April 20, 2000
        Robert E. Rich                         and Director

/s/ THOMAS R. ASHLEY
- ------------------------------              Director                                    April 20, 2000
       Thomas R. Ashley

/s/ THOMAS J. BERNEY
- ------------------------------              Director                                    April 20, 2000
      Thomas J. Berney

/s/ JOHN H. COLEMAN III
- ------------------------------              Director                                    April 20, 2000
     John H. Coleman III

/s/ RODGER A. HERGENRADER
- ------------------------------              Director                                    April 20, 2000
      Rodger A. Hergenrader

- ------------------------------              Director                                    April 20, 2000
         Kevin Slawin

/s/ J. SCOTT TAYLOR
- ------------------------------              Director                                    April 20, 2000
     J. Scott Taylor

- ------------------------------              Director                                    April 20, 2000
      Michael J. Velotta

/s/ CAROL S. WATSON
- ------------------------------              Director and Secretary                      April 20, 2000
       Carol S. Watson

/s/ DEAN M. WAY
- ------------------------------              Director                                    April 20, 2000
         Dean M. Way

- ------------------------------              Director                                    April 20, 2000
      Patricia W. Wilson

- ------------------------------
      Thomas J. Wilson, II                  Chairman of the Board,                      April 20, 2000
                                                Chief Executive Officer,
                                                and Director

</TABLE>
<PAGE>
                                INDEX TO EXHIBITS
                                       FOR
                       REGISTRATION STATEMENT ON FORM S-6
                   LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

EXHIBIT NO.                                         SEQUENTIAL PAGE NO.
- ------------------                                  --------------------
11(a)    Independent Auditors' Consent
11(b)    Consent of Attorneys



Exhibit 11(a)    Independent Auditors' Consent

<PAGE>


Exhibit 11(b) Consent of Attorneys


Joan E. Boros                                                   202-965-8150


                                            April 20, 2000


Lincoln Benefit Life Company
Lincoln Benefit Life Variable Annuity Account
Lincoln Benefit Life Centre
Lincoln, Nebraska  68501-0469

Ladies and Gentlemen:

We hereby consent to the reference to our name under the caption "Legal Matters"
in this  Post-Effective  Amendment  No. 11 to  the  Registration  Statement  No.
333-67386  of Lincoln  Benefit  Life  Variable  Life  Account on Form S-6.   In
giving  this  consent,  we do not admit that we are in the  category  of persons
whose consent is required under Section 7 of the Securities Act of 1933.

                               Very truly yours,

                               Jorden Burt Boros Cichetti Berenson & Johnson LLP

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




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