LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
S-6, 2000-07-12
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    As filed with the Securities and Exchange Commission on July 12, 2000
                                                   Registration No. 333-_______
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    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
          (Complete Address of Depositor's Principal Executive Offices)
                                  Carol Watson
                          LINCOLN BENEFIT LIFE COMPANY
                             2940 South 84th Street
                             Lincoln, Nebraska 68506
                (Name and Complete Address of Agent for Service)

                                    Copy to:
                             Joan E. Boros, Esquire
                 Jorden 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.

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

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

The registrant  hereby  declares that it is registering an indefinite  amount of
securities  pursuant to Rule 24f-2 under the Investment Company Act of 1940. The
registrant  hereby  amends this  registration  statement on such dates as may be
necessary to delay its effective date until the registrant  shall file a further
amendment  which  specifically  states that this  registration  statement  shall
thereafter  become  effective in accordance  with Section 8(a) of the Securities
Act of 1933 or until the  registration  statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a) may determine.

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<PAGE>
<TABLE>
<CAPTION>


                       CROSS REFERENCE SHEET TO PROSPECTUS

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

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

                      ORGANIZATION AND GENERAL INFORMATION

1.   (a)  Name of trust. . . . . . . . . . . . . . . . . . . . . . . . Cover, Definitions

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

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

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

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

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

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

9.   Material Litigation. . . . . . . . . . . . . . . . . . . . . . . .Legal Proceedings

          GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

GENERAL INFORMATION CONCERNING SECURITIES AND RIGHTS OF HOLDERS

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

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

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

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

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

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

     (h)  Consent of securityholders. . . . . . . . . . . . . . . . . . Additions, Deletions, and
                                                                        Substitutions of Securities,
                                                                        Allocation of Premiums

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

INFORMATION CONCERNING SECURITIES UNDERLYING TRUST'S SECURITIES

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

     (b)  Deductions for sales charges. . . . . . . . . . . . . . . . . Deductions and Charges

     (c)  Sales load as percentage of amount invested. . . . . . . . . .Not Applicable

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

INFORMATION CONCERNING OPERATION OF TRUST

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

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

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

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

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

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

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

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

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

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

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

            ORGANIZATION, PERSONNEL & AFFILIATED PERSONS OF DEPOSITOR

ORGANIZATION & OPERATIONS OF DEPOSITOR

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

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

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

    (b) Business experience of officers and directors of
        depositor. . . . . . . . . . . . . . . . . . . . . . . . . . . .Executive Officers and
                                                                        Directors of Lincoln
                                                                        Benefit
COMPANIES OWNING SECURITIES OF DEPOSITORS

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

CONTROLLING PERSONS

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

                    DISTRIBUTION & REDEMPTIONS OF SECURITIES

DISTRIBUTION OF SECURITIES

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

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

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

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

PRINCIPAL UNDERWRITER

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

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

<PAGE>

OFFERING PRICE OR ACQUISITION VALUE OF SECURITIES OF TRUST

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

REDEMPTION VALUATION OF SECURITIES OF TRUST

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

PURCHASE & SALE OF INTEESTS IN UNDERLYING SECURITIES

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

                   INFORMATION CONCERNING TRUSTEE OR CUSTODIAN

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

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

            INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

51. (a)  Name and Address of Insurer . . . . . . . . . . . . . . . . . .Cover, Lincoln Benefit Life Company

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

    (c)  Risks insured & excluded . . . . . . . . . . . . . . . . . . . Death Benefit,
                                                                        Misstatement of Age or
                                                                        Sex, Suicide

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

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

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

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

                              POLICY OF REGISTRANT

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


<PAGE>


REGULATED INVESTMENT COMPANY

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

                      FINANCIAL AND STATISTICAL INFORMATION

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

* Items not listed are not applicable to this Registration Statement.

</TABLE>
<PAGE>

                                   PROSPECTUS
                                FLEXIBLE PREMIUM
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                                    ISSUED BY
                          LINCOLN BENEFIT LIFE COMPANY
                               IN CONNECTION WITH
                   LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
               Street Address: 2940 South 84th Street, Lincoln, NE
                                   68506-4142
            Mailing Address: P. O. Box 82532, Lincoln, NE 68501-2532
                        Telephone Number: 1-800-525-9287


The Policy is designed to provide both life insurance protection and flexibility
in connection with premium  payments and death benefits.  The Policy is designed
for prospective insured persons age 0-80. Subject to certain  restrictions,  you
may vary the  frequency  and amount of the  premium  payments  and  increase  or
decrease the level of life insurance benefits payable under the Policy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Policy will remain in force as long as the Surrender  Value is sufficient to
pay the monthly  charges  under the Policy.  In addition,  during the first five
Policy Years, or until the Policy Anniversary after the Insured's 80th birthday,
if earlier,  we guarantee  that the Policy will remain in effect  regardless  of
changes  in the  Policy  Value,  as long as your total  Premiums  (less  partial
withdrawals and Policy Debt) at least equal the applicable  Safety Net Premiums,
as described on page [ ].

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

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

It may not be advantageous for you to replace existing insurance coverage or buy
additional insurance if you already own a variable life insurance policy.

You should read this prospectus with 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.

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

This Policy may not be available in all states.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

Variable life  insurance  policies  involve  risks,  including  possible loss of
principal.  They are not a deposit of any bank or insured or  guaranteed  by the
Federal Deposit Insurance Corporation or any other government agency.

    The date of this prospectus is ____________, 2000.


<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

DEFINITIONS..................................................................
QUESTIONS AND ANSWERS ABOUT YOUR POLICY......................................
PURCHASE OF POLICY AND ALLOCATION OF PREMIUMS................................
     Application for a Policy................................................
     Premiums................................................................
     Premium Limits..........................................................
     Modified Endowment Contracts............................................
     Safety Net Premium......................................................
     Allocation of Premiums..................................................
     Policy Value............................................................
     Accumulation Unit Value.................................................
     Transfer of Policy Value................................................
     Transfers Authorized by Telephone.......................................
     Dollar Cost Averaging...................................................
     Portfolio Rebalancing...................................................
     Specialized Uses of the Policy..........................................
THE SUBACCOUNTS AND PORTFOLIOS...............................................
     Subaccounts.............................................................
     Portfolios..............................................................
     Other Information About the Portfolios..................................
     Voting Rights...........................................................
     Additions, Deletions, and Substitutions of Securities...................
POLICY BENEFITS AND RIGHTS...................................................
     Death Benefit...........................................................
     Death Benefit Options...................................................
     Change in Face Amount...................................................
     Optional Insurance Benefits.............................................
     Policy Loans............................................................
     Amount Payable on Surrender of the Policy...............................
     Partial Withdrawals.....................................................
     Settlement Options......................................................
     Maturity................................................................
     Lapse and Reinstatement.................................................
     Cancellation and Exchange Rights........................................
     Postponement of Payments................................................
DEDUCTIONS AND CHARGES.......................................................
     Monthly Deduction.......................................................
     Policy Fee..............................................................
     Distribution Expense Charge.............................................
     Mortality and Expense Risk Charge.......................................
     Cost of Insurance Charge................................................
     Deduction for Separate Account Income Taxes.............................
     Portfolio Expenses......................................................
     Transfer Fee............................................................
GENERAL POLICY PROVISIONS....................................................
     Statements to Policy Owners.............................................
     Limit on Right to Contest...............................................
     Suicide.................................................................
     Misstatement of Age or Sex..............................................
     Beneficiary.............................................................
     Assignment..............................................................
     Dividends...............................................................
TAX MATTERS..................................................................
     Taxation of the Company and the Separate Account........................
     Taxation of Policy Benefits.............................................
     Modified Endowment Contracts............................................
     Diversification Requirements............................................
     Ownership Treatment.....................................................
DESCRIPTION OF LINCOLN BENEFIT LIFE COMPANY AND THE SEPARATE ACCOUNT.........
     Lincoln Benefit Life Company............................................
     Executive Officers and Directors of Lincoln Benefit.....................
     Separate Account........................................................
     Safekeeping of the Separate Account's Assets............................
     State Regulation of Lincoln Benefit.....................................
MARKET TIMING AND ASSET ALLOCATION SERVICES..................................
DISTRIBUTION OF POLICIES.....................................................
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 be lawfully made.  Lincoln  Benefit does not authorize any
information  or  representations   regarding  the  offering  described  in  this
Prospectus other than as contained in this Prospectus.


<PAGE>


                                   DEFINITIONS

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

Accumulation  Unit - An accounting unit of measurement which we use to calculate
the value of a Subaccount.

Age - The Insured's age at his or her last birthday.

Beneficiary(ies) - The person(s) you name 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  Policy  Debt or  unpaid  Policy
Charges.

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

Grace Period - A 61-day  period  during which the Policy will remain in force 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  Date - The date on which the Policy is  issued.  It is used to  determine
Policy Anniversaries, Policy Years and Policy Months.

Loan  Account - An  account  established  in our  general  account  for  amounts
transferred from the Subaccounts as security for outstanding Policy loans.

Monthly   Automatic   Payment  -  A  method  of  paying  a  Premium  each  month
automatically, for example by bank draft or salary deduction.

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

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

Net Death  Benefit - The Death  Benefit,  less any Policy Debt and Unpaid Policy
Charges.

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.

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

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

Policy Owner ("You") - The person(s) having the privileges of ownership  defined
in the  Policy.  The  Policy  Owner  may or may not be the  same  person  as the
Insured.  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  and the Loan  Account.  The  amount  from  which the  Monthly
Deductions are made and the Death Benefit is determined.

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

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

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

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

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

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

Surrender  Value - The Policy Value less any Policy Debt.  The  Surrender  Value
must be  positive  for the  Policy to remain in  effect,  unless  the Safety Net
Premium feature is in effect.

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

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

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


<PAGE>

                              QUESTIONS AND ANSWERS
                                ABOUT YOUR POLICY

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

1. What Is A Flexible Premium Variable Universal Life Insurance Policy?

The  Policy  has a Death  Benefit,  Policy  Value,  and other  features  of life
insurance  providing fixed benefits.  It is a "flexible  premium" policy because
you have a great amount of flexibility in determining  when and how much premium
you want to pay. It is a "variable"  policy because the Death Benefit and Policy
Value vary  according to the  investment  performance of the Portfolios to which
you have allocated your Premiums. The Policy Value is not guaranteed. Payment of
the Death Benefit may be guaranteed under the Safety Net Premium provision. This
Policy  gives you 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 the 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 equal to the  greater  of your
Policy's Face Amount and the Policy Value multiplied by a specified  percentage.
Under Option 2, the Death  Benefit is equal to the greater of your Policy's Face
Amount plus the Policy Value on the Insured's  date of death or the Policy Value
multiplied by a specified  percentage.  Decreases in the Policy Value will never
cause the Death Benefit to be less than the Face Amount. Before we pay the Death
Benefit to the Beneficiary,  however,  we will subtract an amount  sufficient to
repay any outstanding Policy Debt and to pay any due and unpaid charges.

3.  What Is The Safety Net Premium Feature?

Unless  otherwise  required by your state,  we agree to keep the Policy in force
for a  specified  period,  regardless  of  the  investment  performance  of  the
Portfolios,  as long  as  your  total  Premiums  paid  (as  reduced  to  reflect
withdrawals  and Policy Debt) at least equals the cumulative  Safety Net Premium
amount shown in your Policy. If the Insured is age 75 or less at the Issue Date,
the specified period will be the first five Policy Years. Otherwise, it will run
from the Issue Date until the next Policy  Anniversary  after the  Insured's  80
birthday.

To keep the Safety Net Premium feature in effect,  on each Monthly Deduction Day
your total Premiums (less  withdrawals  and Policy Debt) must at least equal the
total  amount you would have paid if you had paid the  Safety Net  Premium  each
month. If you have not paid sufficient Premiums, we will notify you and give you
61 days to remedy the  shortfall.  If you do not pay enough  additional  Premium
within this 61-day period, the Safety Net Premium feature will terminate and may
not be reinstated, even if you make up the shortfall after the end of the 61-day
period.

When the Safety Net Premium feature is not in effect, your Policy will remain in
force  as long  as the  Surrender  Value  is  large  enough  to pay the  Monthly
Deductions on your Policy as they come due. If on any Monthly  Deduction Day the
Surrender  Value is less than the Monthly  Deduction due, your Policy will enter
the Grace Period. If you do not pay sufficient additional Premium, at the end of
the Grace Period your Policy will terminate.

4.  How Will My Policy Value Be Determined?

Your  Premiums  are invested in one or more of the  Subaccounts  of the Separate
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 value in the Loan
Account.  Your Policy  Value will depend on the  investment  performance  of the
Subaccounts,  as well as the Premiums  paid,  partial  withdrawals,  and charges
assessed. 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 Safety
Net  Premium  feature,  you must pay the  cumulative  Safety Net  Premiums  due.
Otherwise,  you may pay any level of Premium,  as long as the Premium  would not
cause your Policy to lose its status as a life insurance  contract under the Tax
Code. Your Policy also has a planned periodic  Premium.  You establish a planned
periodic  Premium  when you  purchase a Policy.  You are not required to pay the
planned periodic  Premium,  and we will not terminate your Policy merely because
you did not pay a planned periodic Premium.

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 first
Policy Year by sending us a written request.  Your requested increase must be at
least  $10,000.  If you request an increase in Face Amount,  you must provide us
with evidence of insurability that meets our underwriting standards. An increase
in the Face Amount of your Policy will  increase the charges  deducted from your
Policy  Value.  We will  not  decrease  the Face  Amount  of your  Policy  below
$250,000. For more detail, see "Change in Face Amount," on page [ ].

7.  How Are My Premiums Allocated?

100% of your Premiums are allocated to the Policy Value.

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

Generally,  we will allocate your Premiums to the  Subaccounts as of the date we
review  them 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 are  received,  we will  allocate  that
Premium  in  accordance  with  your  most  recent  instructions.  If  there  are
outstanding  requirements when we issue the Policy which prevent us from placing
your Policy in force, your Premiums will not be allocated until all requirements
are satisfied.

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

You may  transfer  Policy  Value  among the  Subaccounts  while the Policy is in
force, by writing to us or calling us at 1-800-865-5237.  While we currently are
not charging a transfer  fee, the Policy gives us the right to impose a transfer
fee of up to $10  upon  the  second  and each  subsequent  transfer  in a single
calendar month.  For more detail,  see "Transfer of Policy Value" and "Transfers
Authorized by  Telephone,"  on page [ ]. You may also use our  automatic  Dollar
Cost
Averaging  program or our Portfolio  Rebalancing  program.  You may not use both
programs at the same time.

Under the Dollar Cost Averaging program,  amounts are automatically  transferred
at regular  intervals from a Subaccount of your choosing.  Transfers may be made
monthly,  quarterly,  or annually. For more detail, see "Dollar Cost Averaging,"
on page [ ].

Under the Portfolio Rebalancing program, you can maintain the percentage of your
Policy Value allocated to each Subaccount at a pre-set level. Investment results
will  shift  the  balance  of  your  Policy  Value  allocations.  If  you  elect
rebalancing,  we will  automatically  transfer  your  Policy  Value  back to the
specified  percentages  at  the  frequency  (monthly,  quarterly,  semiannually,
annually) that you specify. We will automatically  terminate this program if you
request  a  transfer  outside  the  program.  For more  detail,  see  "Portfolio
Rebalancing," on page [ ]6.

8.  What Are My Investment Choices Under The Policy?

You can allocate and reallocate your Policy Value among the Subaccounts, each of
which in turn  invests in a single  Portfolio.  Under the Policy,  the  Separate
Account currently invests in the following Portfolios:
<TABLE>
<CAPTION>
<S>                                                            <C>
Fund                                                           Portfolio(s)
----------------------------------------------                 -----------------------------------------
Janus Aspen Series                                             Flexible Income Portfolio
                                                               Balanced Portfolio
                                                               Growth Portfolio
                                                               Aggressive Growth Portfolio
                                                               Worldwide Growth Portfolio

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

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

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

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

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

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

Strong Opportunity Fund II, Inc.                               Opportunity Fund II

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

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

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

</TABLE>

Each  Portfolio  holds  its  assets  separately  from the  assets  of the  other
Portfolios.  Each  Portfolio has distinct  investment  objectives  and policies,
which are described in the Prospectuses for the Portfolios.

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. For more detail, see "Policy Loans," on page [ ].

10.  What Charges Are Deducted From My Policy Value?

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

         (a)  A monthly policy fee of $7.50;

         (b)  A monthly mortality and expense risk charge;

         (c)  A distribution expense charge;

         (d)  A cost of insurance charge; and

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

The mortality and expense risk charge for the first fifteen Policy Years will be
0.60% (on an annual  basis) of the Policy Value  allocated  to the  Subaccounts.
Thereafter,  we intend to charge an annual rate of 0.40%,  and we guarantee that
we never charge more than 0.60%.

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

The  distribution  expense  charge of 1.00% (on an annual  basis) of the  Policy
Value  allocated to the  Subaccounts,  for the first 20 Policy  Years,  covers a
portion of the sales expenses we incur in distributing  the Policies.  Sales and
distribution expenses include agents' commissions, advertising, and the printing
of Prospectuses.

The  Monthly   Deduction  is  deducted  pro  rata  from  your  interest  in  the
Subaccounts.  The mortality and expense risk and  distribution  expense charges,
while  expressed  as an annual  percentage  of average  daily  Policy  Value are
computed and deducted monthly by canceling units credited to your Policy.

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

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

11.  Do I Have Access To The Value Of My Policy?

While the Policy is in force,  you may  surrender  your Policy for the Surrender
Value.  Upon surrender,  life insurance  coverage under the Policy will end. You
may also  withdraw  part of your Policy Value  through a partial  withdrawal.  A
partial  withdrawal  must equal at least  $500.  For more  detail,  see  "Amount
Payable on Surrender of the Policy" and "Partial Withdrawals," on page [ ]. Each
time you take a partial  withdrawal,  we may deduct a partial withdrawal service
fee of $10 from the amount withdrawn.

12.  What Are The Tax Consequences Of Buying This Policy?

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

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

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

13.  Can I Return This Policy After It Has Been Delivered?

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

In  addition,  during the first two Policy Years or the first two years after an
increase in the Face Amount, if the Policy is in force you may convert it into a
non-variable universal life insurance policy.


                  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  $250,000.  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.  If on the Issue Date there are  outstanding
requirements that prevent us from placing your policy in force, we will allocate
your Premium when all  requirements  have been met. An example of an outstanding
requirement is an amendment to your application that requires your signature.

We will commence coverage of the Insured under the Policy, on the later of:

         o        the Issue Date,

         o        the date that we receive your first Premium, or

         o        the date that all requirements have been met.

If you pay a Premium with your  application  and your  requested  Face Amount is
less than  $500,000,  we will  provide the Insured  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  but only if you are  ultimately  approved for coverage on the
same basis as the risk  classification and Face Amount of coverage for which you
applied.  This  temporary  conditional  coverage  starts when you complete  your
application and pay the first Premium, unless a medical exam or lab test results
are required.  In that event,  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 your planned periodic Premium
when you  purchase  your  Policy.  Your Policy will not lapse,  however,  merely
because you did not pay a planned periodic Premium.

Even if you pay all of the  planned  periodic  Premiums,  however,  your  Policy
nevertheless  may enter the Grace  Period and  thereafter  lapse if you have not
paid the required Safety Net Premium amount and the Surrender Value is no longer
enough to pay the Monthly Deductions.  However, paying planned periodic Premiums
will  generally  provide  greater  benefits than if a lower amount of Premium is
paid.  Paying  planned  periodic  Premiums  can also help to keep your Policy in
force if your payments are greater than 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  contract.  If you exceed this
limit,  your Policy would lose its favorable  federal income tax treatment under
the Tax Code. Accordingly, we will not accept any Premium which would cause your
Policy to exceed this limit,  unless you increase the Face Amount of your Policy
appropriately.  To obtain this increase, you must submit a written request to us
and provide  evidence of  insurability  meeting  our then  current  underwriting
standards. Otherwise, we will only accept the portion of your Premium that would
cause your total  Premiums  to equal the  maximum  permitted  amount and we will
return the excess to you. In addition, we will not accept any additional Premium
from you until we can do so without exceeding the limit set by the Tax Code.

Modified Endowment  Contracts.  Under certain  circumstances,  a Policy could be
classified  as a "modified  endowment  contract,"  a category of life  insurance
contract  defined  in the Tax Code.  If your  Policy  were to become a  modified
endowment  contract,  distributions  and loans from the Policy  could  result in
current taxable income for you, as well as other adverse tax consequences. These
tax  consequences  are  described  in  more  detail  in  "Tax  Matters--Modified
Endowment Contracts," on page [ ]6.

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

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

Safety Net Premium.  The Safety Net Premium feature is intended to enable you to
ensure  that  your  Policy  will  remain  in  force  during a  specified  period
regardless of changes in the Policy Value.  If the Insured is age 75 or under at
the Issue Date, the specified  period is the first five Policy Years.  For issue
ages 76-79,  the  specified  period is to the policy  anniversary  following the
insured's  80th  birthday.  Please check with your local  representative  on the
Safety Net period approved in your state.

As a general rule,  your Policy will enter the Grace Period,  and may lapse,  if
the Surrender Value is not sufficient to pay a Monthly Deduction when it is due.
Under the Safety Net Premium feature,  however,  we guarantee that regardless of
declines in your Policy  Value,  your Policy will not enter the Grace  Period as
long as your total Premiums paid since the Issue Date, less partial  withdrawals
and  outstanding  Policy loans,  are greater than the monthly Safety Net Premium
amount times the number of months since the Issue Date.

During the first  Policy  Year,  the Safety Net  Premium  amount  will equal the
required  Premium.  As a result,  if you pay your  required  Premium on a timely
basis, the Safety Net Premium feature will remain in effect.

If at any time your total  Premiums,  less partial  withdrawals and Policy Debt,
are less than the product of the monthly  Safety Net Premium times the number of
Policy  Months  since the Issue Date,  we will let you know and you will have 61
days to satisfy the shortfall.  If you do not, the Safety Net Premium  guarantee
will end and it cannot be reinstated.  After the Safety Net Premium guarantee is
no longer in effect, the Policy will stay in force only as long as the Surrender
Value is  sufficient  to pay the Monthly  Deductions.  For more detail about the
circumstances in which the Policy will lapse, see "Lapse and  Reinstatement," on
page [ ].

Allocation Of Premiums.  Your Premiums are allocated to the Subaccount(s) 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  Premiums in those percentages,  until you give
us new allocation instructions.

You  initially  may  allocate  your Policy Value to up to  twenty-one  of the 37
available options, counting each Subaccount as one option. You may add or delete
Subaccounts  from  your  allocation  instructions,   but  we  will  not  execute
instructions  that would cause you to have Policy Value in more than  twenty-one
options. In the future we may waive this limit.

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

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

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 your Loan  Account.  Your Policy
Value will change daily to reflect the  performance of the  Subaccounts you have
chosen, the addition of Premiums, and the subtraction of partial withdrawals and
charges assessed. There is no minimum guaranteed Policy Value.

On the Issue Date or, if later,  the date your first  Premium is received,  your
Policy  Value will equal the 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:

         o        The total value of your  Accumulation Units in the Subaccount;
                  plus

         o        Any Premium received from you and  allocated to the Subaccount
                  during the current Valuation Period; plus

         o        Any  Policy  Value transferred  to the  Subaccount during  the
                  current Valuation Period; minus

         o        Any Policy  Value transferred from the  Subaccount during  the
                  current Valuation Period; minus

         o        Any amounts  withdrawn by you (plus the applicable  withdrawal
                  charge)  from the  Subaccount  during  the  current  Valuation
                  Period; minus

         o        The  portion  of  any  Monthly  Deduction   allocated  to  the
                  Subaccount  during the current Valuation Period for the Policy
                  Month following the Monthly Deduction Day.

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

Accumulation  Unit Value. The  Accumulation  Unit Value for each Subaccount will
vary to reflect the investment  experience of the  corresponding  Portfolio.  We
will determine the Accumulation Unit Value for each Subaccount on each Valuation
Day. A Subaccount's  Accumulation Unit Value for a particular Valuation Day will
equal the Subaccount's  Accumulation  Unit Value on the preceding  Valuation Day
multiplied by the Net  Investment  Factor for that  Subaccount for the Valuation
Period then ended. The Net Investment  Factor for each Subaccount is (x) divided
by (y), where:

         (x)      is the sum of:

                  o  the asset value per share of the corresponding Portfolio at
                     the end of the current Valuation Period and

                  o  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

         (y)      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 page [ ].

Transfer Of Policy Value.  While the Policy is in force, you may transfer Policy
Value among the Subaccounts in writing or by telephone.  Currently,  there is no
minimum  transfer  amount,  except in states where a minimum  transfer amount is
required by law. We may set a minimum transfer amount in the future.

You  currently  may not have Policy Value in more than  twenty-one  Subaccounts.
Accordingly,  we will not  perform a transfer  that would  cause your  Policy to
exceed that limit. We may waive this limit in the future.

As a general rule, we only make  transfers on days when we and the NYSE are open
for business.  If we receive your request on one of those days, we will make the
transfer that day. We close our offices for business on certain days immediately
preceding  or  following  certain  national  holidays  when the NYSE is open for
business.  For calendar year 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.

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

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

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

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

Your request to  participate  in this program will be effective  when we receive
your  completed  application  at the P.O.  Box given on the  first  page of this
Prospectus.  Call or write us for a copy of the  application.  You may  elect to
increase,  decrease or change the frequency or amount of Purchase Payments under
a Dollar Cost Averaging program.

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.

While we refer to this  program of periodic  transfers  generally as Dollar Cost
Averaging,  periodic transfers from a Subaccount other than a Subaccount such as
the Fidelity Money Market Subaccount,  which maintains a stable net asset value,
are less likely to produce the desired effects of Dollar Cost Averaging. 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 at a pre-set level.
For  example,  you could  specify that 30% of your Policy Value should be in the
Balanced Portfolio,  40% in the Growth  Portfolio-Janus  Aspen Series and 30% in
the Fidelity VIP II  Contrafund  Portfolio.  Over time,  the  variations in each
Subaccount's  investment  results  will shift the balance of your  Policy  Value
allocations.  Under the Portfolio  Rebalancing  feature,  we will  automatically
transfer  your  Policy  Value,   including  new  Premiums  (unless  you  specify
otherwise),  back to the  percentages  you  specify.  Portfolio  Rebalancing  is
consistent  with  maintaining  your  allocation  of  investments   among  market
segments, although it is accomplished by reducing your Policy Value allocated to
the better performing segments.

You may choose to have rebalances  made monthly,  quarterly,  semi-annually,  or
annually. We will not charge a transfer fee for Portfolio  Rebalancing.  No more
than eight Subaccounts can be included in a Portfolio Rebalancing program at one
time. We will  automatically  terminate this option if you request any transfers
outside the Portfolio  Rebalancing  program. If you wish to resume the Portfolio
Rebalancing  after it has been canceled,  then you must complete a new Portfolio
Rebalancing form and send it to our home office.

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 your total Policy Value subject to rebalancing falls
below any minimum value that we may establish, we may prohibit or limit your use
of Portfolio  Rebalancing.  You may not use Dollar Cost  Averaging and Portfolio
Rebalancing  at the same  time.  We may  change,  terminate,  limit,  or suspend
Portfolio Rebalancing at any time.

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

                         THE SUBACCOUNTS AND PORTFOLIOS

Subaccounts.  The Separate  Account is divided into  Subaccounts.  The assets of
each Subaccount are invested in the shares of one of the  Portfolios.  We do not
guarantee the investment performance of the Separate Account, its Subaccounts or
the Portfolios. Values allocated to the Separate Account will rise and fall with
the values of shares of the Portfolios  and are also reduced by Policy  charges.
We use the Separate Account to fund our other variable  universal life insurance
policies.

Portfolios.  Each of the  Subaccounts  of the  Separate  Account  invests in the
shares of one of the Portfolios. Each Portfolio is either an open-end management
investment  company  registered  under the  Investment  Company Act of 1940 or a
separate investment series of an open-end management investment company. We have
briefly described the Portfolios below. You should read the current Prospectuses
for the  Portfolios  for more detailed and complete  information  concerning the
Portfolios, their investment objectives and strategies, and the investment risks
associated with the Portfolios. If you do not have a Prospectus for a Portfolio,
contact us and we will send you a copy.

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

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

Janus Aspen Series (investment adviser: Janus Capital Corporation)

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

Balanced  Portfolio  seeks  both  growth of capital  and  current  income.  This
Portfolio usually invests 40-60% of its assets in securities  selected primarily
for their  growth  potential  and  40-60% of its assets in  securities  selected
primarily for their income potential.

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

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

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

Federated Insurance Management Series (investment adviser: Federated Advisers).

Federated  Utility  Fund II's  investment  objective  is to achieve high current
income and  moderate  capital  appreciation.  The 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.

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.

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

The Alger American Fund (investment adviser: Fred Alger Management)

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

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

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

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

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

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

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

Balanced  Portfolio  seeks a balance  of growth and  income  from a  diversified
portfolio  of equity  and fixed  income  securities.  The  Portfolio  also seeks
long-term preservation of capital through a quality-oriented investment approach
that is designed to reduce risk.  The Portfolio will invest its assets in equity
securities,  debt securities with maturities  generally  exceeding one year, and
money market instruments and other debt securities with maturities generally not
exceeding thirteen months. Generally,  25%-50% of the Portfolio's net assets are
invested in bonds.

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

Global Discovery  Portfolio seeks  above-average  capital  appreciation over the
long term by investing  primarily in the equity  securities  of small  companies
located throughout the world. The Portfolio generally invests in small,  rapidly
growing companies that offer the potential for above-average returns relative to
larger  companies,  yet are frequently  overlooked  and thus  undervalued by the
market.

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

Strong  Variable  Insurance  Funds,  Inc.  (investment  adviser:  Strong Capital
Management, Inc.)

Discovery Fund II seeks to provide  investors with capital  growth,  a goal they
pursue by investing in a diversified portfolio of small, medium and larger sized
companies.  The adviser's investment approach combines  numbercrunching analysis
with direct research,  including  on-site visits.  Through frequent  discussions
with management, suppliers, customers and competitors, the advisor believes they
can  identify  vital  aspects  of  companies  that  are not  reflected  in their
historical financial statements or their stock prices.

Midcap  Growth  Fund  II  seeks   long-term   capital  growth  by  investing  in
well-managed  growth  companies.  The majority of the Fund's holdings will be in
companies having market  capitalizations  between $800 million and $8 billion at
the time of purchase.

Strong Opportunity Fund II Inc. (investment adviser:  Strong Capital Management,
Inc.)

Opportunity Fund II focuses on stocks of medium-size companies that offer strong
growth  potential,  but are  underpriced.  Rather than rely on traditional  Wall
Street research, the adviser applies a proprietary private market value approach
to find  stocks  for the  Fund.  The  adviser  first  considers  companies  (and
industries) that are out of favor. Then they determine the price they believe an
investor  would be willing  to pay for an entire  company - its  private  market
value. A company whose stock price is lower than its private market value may be
added to the Portfolio.

T. Rowe Price International Series, Inc. (investment adviser: Rowe Price-Fleming
International,  Inc., a joint venture between T. Rowe Price Associates, Inc. and
Robert Fleming Holdings, Ltd.)

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

T. Rowe Price Equity Series, Inc. (investment adviser: T. Rowe Price Associates,
Inc.)

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

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

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

MFS  Variable  Insurance  Trust  (investment  adviser:  Massachusetts  Financial
Services)

Growth With Income Series seeks reasonable  current income, as well as long-term
growth of capital and income.  The Portfolio invests in stocks of companies that
the  adviser  considers  to be of  high or  improving  investment  quality.  The
Portfolio  has the  flexibility  to invest  in  derivative  securities  when its
managers  believe such  securities  can provide  better value relative to direct
investments  in stocks and bonds.  The series  will also seek to provide  income
equal to  approximately  90% of the dividend  yield on the Standard & Poor's 500
Composite  Index.  The series may invest in foreign  equity  securities  through
which it may have exposure to foreign currencies.

Research Series seeks long-term growth of capital and future income.  The series
may invest in foreign equity securities  (including  emerging market securities)
through  which it may  have  exposure  to  foreign  currencies.  The  series  is
permitted to do "Short Sales Against the Box."

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

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

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

Other Information About the Portfolios

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 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 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  interpretations,  however, you are entitled to
instruct us on how to vote those shares on certain  matters.  We will notify you
when we need  your  instructions  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 to cause a change in the sub-classification or investment objective of one
or more of the  Portfolios or to approve or  disapprove  an investment  advisory
contract for one or more of the Portfolios.

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

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

Additions,  Deletions, And Substitutions Of Securities.  If the shares of any of
the Portfolios are no longer available for investment by the Separate Account or
if, in the judgment of our Board of Directors,  further investment in the shares
of a Portfolio is no longer  appropriate  in view of the purposes of the Policy,
we may add or  substitute  shares  of  another  Portfolio  or  mutual  fund  for
Portfolio shares already  purchased or to be purchased in the future by Premiums
under the Policy.  Any  substitution  of securities  will comply with applicable
legal requirements.

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

         o        to operate the Separate Account in any form permitted by law;

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

         o        to transfer assets from one Subaccount to another, or from any
                  Subaccount to our general account;

         o        to add, combine or remove Subaccounts in the Separate Account;
                  and

         o        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.

         o        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.

                           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:

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.

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 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:

                                            Example A              Example B
                                            --------               --------
                                                       Face Amount
                                            $250,000               $250,000
Death Benefit Option                            1                      1
Insured's Age                                  45                     45
Policy Value on Date of Death               $120,000                $85,000
Applicable Corridor Percentage                215%                    215%
Death Benefit                               $258,000               $250,000

In Example A, the Death Benefit equals  $258,000,  i.e., the greater of $250,000
(the  Face  Amount)  and  $258,000  (the  Policy  Value  at the Date of Death of
$120,000,  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 $250,000,  i.e., the greater of $250,000 (the
Face Amount) or $182,750 (the Policy Value of $85,000 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
$250,000.

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

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

To  apply  for  an  increase  in  the  Face  Amount,  you  must  submit  to us a
supplemental application,  accompanied by satisfactory evidence that the Insured
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.

An increase in the Face Amount of your Policy will affect your cost of insurance
charges.  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 Surrender Value is too small to pay the Monthly Deduction
for the Policy Month  following  the  increase.  Finally,  increases in the Face
Amount of your Policy will also increase the Safety Net Premium amount.

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

Children's Level Term Rider: This rider 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 person you  designate.  If the Insured dies while the rider
is in effect,  we will  convert  the  coverage  on each  child to  paid-up  term
insurance  that will remain in force  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 will provide additional insurance
if the Insured dies from accidental  bodily injury as defined in the rider. This
rider ends when one of the following occurs:

         o        the Policy terminates;

         o        the next Policy Anniversary after the Insured's 70th birthday;
                  or

         o        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 one of the following occurs:

         o        the Policy terminates;

         o        the Insured reaches age 60; or

         o        you ask to end the rider.

Additional  Insured Rider:  This rider  provides life  insurance  coverage on an
Additional  Insured.  We will  pay the Face  Amount  of the  rider to the  named
Beneficiary when we receive due proof that the additional Insured died while the
rider was in force.  You may renew the  coverage  until the  Additional  Insured
reaches age 99 or the  Insured  reaches  99, if  earlier.  Until the  Additional
Insured's  75th  birthday,  you may  exchange  the rider for a new Policy on the
Additional  Insured's  life,  subject  to certain  conditions  as defined in the
rider. We will not require evidence of insurability to exchange the rider.

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 [ ]. 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 pro rata based upon the balances
of each Subaccount.  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 to the
Loan Account.

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

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

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

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

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

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

A Policy Loan, whether or not repaid, will have a permanent effect on the Policy
Value because the investment  results of each  Subaccount will apply only to the
amount  remaining  in that  Subaccount.  The longer a loan is  outstanding,  the
greater  the  effect  is  likely  to  be.  The  effect  could  be  favorable  or
unfavorable.  If the  Subaccounts  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  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 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  Surrender  Value equals the Policy  Value,  minus any Policy Debt.  We will
determine the Surrender Value as of the end of the Valuation Period during which
we received your request for surrender.  We will pay you the Surrender  Value of
the Policy within seven days of our receiving your complete  written  request or
on the effective surrender date you have requested, whichever is later.

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

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

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

The minimum  partial  withdrawal  amount is $500.  We will  subtract the partial
withdrawal service fee of $10 from your withdrawal proceeds.  You may not make a
partial  withdrawal that would reduce the Surrender Value to less than $500. You
may  specify  how much of your  partial  withdrawal  you wish  taken  from  each
Subaccount.

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

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

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

Settlement Options. We will pay the surrender proceeds or Death Benefit proceeds
under the Policy in a lump sum or under one of the  Settlement  Options  that we
then offer.  You may request a  Settlement  Option by notifying us in writing at
the address given on the first page of this Prospectus.  We will transfer to our
general  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 Surrender Value is sufficient to cover Monthly Deductions.

Lapse  And  Reinstatement.  If the  Surrender  Value is less  than  the  Monthly
Deduction due on a Monthly  Deduction Day and the Safety Net Premium  feature is
not in effect, your Policy may lapse. You will be given a 61-day Grace Period in
which to pay enough additional Premium to keep the Policy in force after the end
of the Grace Period.

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

The Policy will continue in effect through the Grace Period. If the 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 terminate 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:

         o        cover all unpaid Monthly Deductions for the Grace Period, and

         o        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 to which
you have allocated  your Premium.  In some states,  however,  we are required to
send you the amount of your Premiums. In those states, currently we allocate any
Premium  received  before  the  end of the  free-look  period  as  described  in
"Allocation of Premiums" on page [ ] above. In the future, however, if you live
in one of those states,  we reserve the right to delay  allocating your Premiums
to the  Subaccounts  you have selected until 20 days after the Issue Date or, if
your  state's  free look period is longer  than ten days,  for ten days plus the
period  required by state law.  During that time, we will allocate your Premiums
to the  Fidelity  Money  Market  Sub-Account.  Since state laws differ as to the
consequences of returning a Policy, you should refer to your Policy for specific
information about your circumstances.

In  addition,  during the first two Policy Years or the first two years after an
increase in the Face Amount,  if the Policy is in force you may amend the Policy
to convert it into a non-variable  universal life insurance  policy. We will not
require  evidence  of  insurability.  We will not  charge  you to  perform  this
amendment.

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

Postponement Of Payments. We may defer for up to fifteen days the payment of any
amount  attributable  to a Premium paid by check to allow the check a reasonable
time to clear.  We may  postpone  paying any amount for a total  surrender  or a
partial  withdrawal,  the  disbursement  of a Policy loan, or the payment of the
Death Benefit Proceeds, in the following circumstances:

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

         o        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

         o        at any other time permitted by the SEC for your protection.

In addition, we may delay payment of the Surrender Value for up to six months or
a shorter  period if required by law. If we defer  payment for more than 30 days
we will add  interest  at our  current  rate  from the  time you  asked  for the
Surrender Value.

                             DEDUCTIONS AND CHARGES

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

The Monthly Deduction is the sum of the following five items:

         o        the policy fee;

         o        the distribution expense charge;

         o        the mortality and expense risk charge;

         o        the cost of insurance charge; and

         o        the cost of any benefit rider.

We will  allocate  the  monthly  deduction  pro rata  among the  Subaccounts  in
proportion to the amount of your Policy Value in each Subaccount.  The mortality
and expense risk and  distribution  expense  charges,  while expressed as annual
percentages of Policy Value are computed and deducted monthly by canceling units
credited to your Policy.

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

Distribution Expense Charge. For the first twenty Policy Years, the distribution
expense  charge will be deducted as part of the monthly  deduction  at an annual
rate of 1.00% of the Policy Value allocated to the Subaccounts.

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

In states where approved, we will not impose the distribution expense charge for
Policies under which the insured is an employee,  or an immediate  family member
of  an  employee,  of  the  Allstate  Corporation,   its  subsidiaries,   or  an
organization that distributes Policies underwritten by the Allstate Corporation,
or one of its subsidiaries, at the time of application.

Mortality  And Expense Risk Charge.  For the first  fifteen  Policy  Years,  the
monthly  mortality  and expense risk charge will be calculated at an annual rate
equivalent  to 0.60%  of the net  Policy  Value  allocated  to the  Subaccounts.
Thereafter,  we intend to charge an annual rate of 0.40%,  and we guarantee that
we will not charge more than 0.60%. This charge compensates us for the mortality
and expense risks that we assume in relation to the Policies. The mortality risk
assumed  includes the risk that the cost of insurance  charges  specified in the
Policy will be insufficient to meet claims. We also assume a risk that the Death
Benefit  will  exceed the  amount on which the cost of  insurance  charges  were
based.  The  expense  risk  assumed is that  expenses  incurred  in issuing  and
administering  the Policies  will exceed the  administrative  charges set in the
Policy.

Cost Of Insurance Charge. The cost of insurance is determined monthly.  The cost
of insurance charge is determined by multiplying the applicable  current cost of
insurance  rate per $1,000 by the net amount 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  Day;  and (b) is the  Policy  Value as of the prior  Monthly
Deduction Day.

EXAMPLE:

         Face Amount                                            $250,000
         Death Benefit Option                                          1
         Policy Value on the Prior Monthly Deduction Day         $75,000
         Insured's Attained Age                                       45
         Corridor Percentage                                        215%
         Death Benefit                                          $250,000

On the Monthly Deduction Day in this example, the Death Benefit as then computed
would be $250,000, because the Face Amount ($250,000) is greater than the Policy
Value  multiplied  by  the  applicable  corridor  percentage  ($75,000  x 215% =
$161,250). Since the Policy Value on that date is $75,000, the cost of insurance
charges  per $1000 are  applied to the  difference  in the net amount at risk of
$175,000 ($250,000 - $75,000).

Assume  that the  Policy  Value in the above  example  was  $125,000.  The Death
Benefit would then be $268,750 (215% x $125,000), since this is greater than the
Face  Amount  ($250,000).  The cost of  insurance  rates in this  case  would be
applied to the net amount at risk of $143,750 ($268,750 - $125,000).

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

We determine the cost of insurance charge separately for the initial Face Amount
and  each  subsequent  increase.   The  cost  of  insurance  charge  covers  our
anticipated mortality costs for standard and substandard risks. We determine the
current cost of insurance  rates, but we guarantee that we will never charge you
a cost of insurance  rate higher than the  guaranteed  cost of  insurance  rates
shown in the Policy.  We base the cost of insurance  rate on the sex, issue age,
Policy Year, and premium rating class of the Insured.  However,  we issue unisex
policies in Montana and in connection  with  Qualified  Plans.  Although we will
base  the  current  cost of  insurance  rate on our  expectations  as to  future
mortality  experience,  that rate will never  exceed a maximum cost of insurance
rate based on the 1980  Commissioners  Standard Ordinary ("1980 CSO") Smoker and
Non-Smoker Mortality Table based on 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.

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

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

Portfolio  Expenses.  You  indirectly  bear  the  charges  and  expenses  of the
Portfolios  whose shares are held by the  Subaccounts to which you allocate your
Policy Value.  The table below contains a summary of current  estimates of 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 investment  advisers or administrators of the
Portfolios  in  connection   with   administrative   service  and  cost  savings
experienced by the investment advisers or administrators.

<TABLE>
<CAPTION>


                        PORTFOLIO COMPANY ANNUAL EXPENSES
                  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%

FEDERATED INSURANCE MANAGEMENT SERIES
  Utility II (2) (after fee waiver or                      0.75%               0.19%         0.94%
   expense reimbursement)
  U.S.  Government Securities                              0.60%               0.18%         0.78%
  II (2) (after fee waiver or expense reimbursement)
  High Income Bond II (after fee waiver or                 0.60%               0.19%         0.79%
   Expense reimbursement)

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
  Money Market                                             0.18%               0.09%         0.27%
  Equity-Income (3a) (after expense reduction)             0.48%               0.08%         0.56%
  Growth (3a) (after expense reduction)                    0.58%               0.07%         0.65%
  Overseas (3a)(after expense reduction)                   0.73%               0.14%         0.87%

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
  Asset Manager (3a)(after expense reduction)              0.53%               0.09%         0.62%
  Contrafund (3a)(after expense reduction)                 0.58%               0.07%         0.65%
  Index 500 (3b)(after expense reimbursement)              0.24%               0.04%         0.28%

THE ALGER AMERICAN FUND
  Income and Growth                                        0.625%              0.075%        0.70%
  Small Capitalization                                     0.85%               0.05%         0.90%
  Growth                                                   0.75%               0.04%         0.79%
  Midcap Growth                                            0.80%               0.05%         0.85%
  Leveraged Allcap (4)                                     0.85%               0.08%         0.93%

SCUDDER VARIABLE LIFE INVESTMENT FUND
  Bond                                                     0.475%              0.09%         0.57%
  Balanced                                                 0.475%              0.08%         0.55%
  Growth and Income                                        0.475%              0.08%         0.55%
  Global Discovery                                         0.975%              0.65%         1.63%
  International                                            0.853%              0.18%         1.03%

STRONG VARIABLE INSURANCE FUNDS, INC.
  Discovery II                                             1.00%               0.14%         1.14%
  Mid Cap Growth II                                        1.00%               0.17%         1.17%

STRONG OPPORTUNITY FUND II, INC.
  Opportunity II                                           1.00%               0.14%         1.14%

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

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

MFS VARIABLE INSURANCE TRUST (5)
  Growth with Income                                       0.75%               0.13%         0.88%
  Research                                                 0.75%               0.11%         0.86%
  Emerging Growth                                          0.75%               0.09%         0.84%
  Total Return (6)                                         0.75%               0.15%         0.90%
  New Discovery (6)                                        0.90%               0.17%         1.07%
--------------------------
</TABLE>

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

(2) 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;  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.

(3)(a) A portion of the brokerage  commissions these Portfolios paid was used to
reduce  their  expenses.  Additionally,  a portion of  certain  of these  funds'
expenses was 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%.

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

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

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

(6) The  Adviser  has agreed to bear  expenses  for this  Portfolio,  subject to
reimbursement  by this Portfolio,  such that this  Portfolio's  "Other Expenses"
shall not exceed 0.15% of the average daily net assets of the  Portfolio  during
the current fiscal year.  Otherwise,  "Other  Expenses" and "Total Expenses" for
New Discovery would be Other Expenses 1.59% and Total Expenses 2.49%.

(7)      Management fees include operating expenses.


Transfer Fee. We currently are not charging a transfer fee. The Policy, however,
permits  us to charge a transfer  fee of $10 on the  second and each  subsequent
transaction in each calendar  month in which  transfer(s)  are effected  between
Subaccount(s). We will notify you if we begin to charge this fee.

The  transfer  fee will be deducted  from the Policy  Value that  remains in the
Subaccount(s)  from which the transfer was made. If that amount is  insufficient
to pay the transfer fee, we will deduct the fee from the transferred amount.

                            GENERAL POLICY PROVISIONS

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

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

Limit On Right To Contest.  We may not contest the insurance  coverage under the
Policy  after the  Policy has been in force for two years  while the  Insured is
alive.  If the Policy has lapsed and been  reinstated,  we may not  contest  the
reinstatement  after  two  years  from the date of the  reinstatement  while the
Insured is alive.  We may not  contest  any  increase  in the Face Amount of the
Policy  after the increase has been in effect for two years while the Insured is
alive.

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

Misstatement  Of Age Or Sex.  If the age or sex of the  Insured  is  incorrectly
stated in the  application,  we will adjust the Death Benefit  appropriately  as
specified in the Policy.

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

You must request a change of Beneficiary  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 from you, we are not liable for any
action we may take or  payments we may make that may be contrary to the terms of
your assignment. We are not responsible for the validity of an assignment.  Your
rights and the rights of the Beneficiary may be affected by an assignment.

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


                                   TAX MATTERS

Introduction

The following  discussion is general and is not intended as tax advice.  Lincoln
Benefit  makes  no  guarantee  regarding  the tax  treatment  of any  Policy  or
transaction involving a Policy. Federal, state, local and other tax consequences
of  ownership  or  purchase  of  a  life  insurance   policy  depend  upon  your
circumstances.  This discussion addresses the tax treatment of Policies that are
not owned by  Qualified  Plans.  Policies  may also be used in  connection  with
Qualified  Plans.  The income on Qualified Plan  investments is tax deferred and
Policies  held by such plans do not receive any  additional  tax  deferral.  You
should review the Policy features, including all benefits and expenses, prior to
purchasing  a Policy  in a  Qualified  Plan.  In the case of a Policy  held by a
Qualified  Plan,  the  terms of the  plan  may  govern  the  right to  benefits,
regardless  of the  terms of the  Policy.  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 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  Qualified  Plans,
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 eligible for
some of 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 age 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 is a wholly-owned  subsidiary of
Allstate  Life  Insurance  Company  ("Allstate  Life"),  a stock life  insurance
company incorporated under the laws of the State of Illinois. Allstate Life is a
wholly-owned  subsidiary of Allstate  Insurance  Company  ("Allstate"),  a stock
property-liability  insurance company  incorporated  under the laws of Illinois.
All outstanding capital stock of Allstate is owned by the Allstate Corporation.

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

Through our reinsurance  agreement with Allstate Life,  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  agreement  provides us with financial  backing from
Allstate  Life,  it does not create a direct  contractual  relationship  between
Allstate Life and you.

Under our  reinsurance  agreements  with Allstate  Life, we reinsure all reserve
liabilities  with  Allstate  Life except for  variable  contracts.  Our variable
contract assets and liabilities are held in legally-segregated unitized separate
accounts  and are  retained by us.  However,  the  transactions  related to such
variable  contracts such as premiums,  expenses and benefits are  transferred to
Allstate Life.

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

We also act as the  sponsor  for one other of our  Separate  Accounts  that is a
registered  investment  company:  Lincoln Benefit Life Variable Annuity Account.
Our  officers  and  employees  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 we are an  indirect  wholly-owned
subsidiary.

Executive Officers And Directors Of Lincoln Benefit. Our directors and executive
officers  are listed  below,  together  with  information  about  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,  Nebraska
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.

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,  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;  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.

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.

Carol  S.  Watson,  Senior  Vice  President,  General  Counsel,  Director  1992,
Secretary 1999,  Assistant Secretary 1994-9/99.  Senior Vice President,  General
Counsel & Corporate Secretary, Lincoln Benefit Life Company 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,  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 in 1990 in the State of Nebraska,  as a segregated  asset account of
Lincoln  Benefit.  The  Separate  Account  meets the  definition  of a "separate
account" under the federal  securities  laws and is registered with the SEC as a
unit investment trust under the Investment Company Act of 1940. The SEC does not
supervise the management of the Separate Account or Lincoln Benefit.

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

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

Safekeeping Of The Separate Account's Assets. We hold the assets of the Separate
Account. We keep those assets physically  segregated and held separate and apart
from our general  account  assets.  We  maintain  records of all  purchases  and
redemptions of shares of the Portfolios.

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


                   MARKET TIMING AND ASSET ALLOCATION SERVICES

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

                            DISTRIBUTION OF POLICIES

The Policies described in this Prospectus are sold by registered representatives
of broker-dealers who are our licensed insurance agents,  either individually or
through an incorporated insurance agency.

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  Insurance   Company.   It  is  registered  as  a
broker-dealer under the Securities and Exchange Act of 1934, as amended,  and is
a member of the National Association of Securities Dealers, Inc.

Registered  representatives  who sell the  policy  will be paid a maximum  sales
commission of approximately  70% of cost of insurance charges in the first year,
plus  0.70% of the  Policy  Value in the first 20  Policy  years.  In  addition,
certain  bonuses  and  managerial  compensation  may be  paid.  We pay all  such
commissions and incentives.

During 1998,  Lincoln  Benefit paid to its former  principal  underwriter of the
Policies, Lincoln Benefit Financial Services ("LBFS"), gross commissions for the
sale of Policies of approximately  $263,332.99.  LBFS, as principal underwriter,
retained  $5,587.83.  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
Contracts.  The underwriting agreement with ALFS provides that we will reimburse
ALFS for expenses incurred in distributing the Policies, including any liability
arising out of the Services we provide on the Policies.

                                LEGAL PROCEEDINGS

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

                                  LEGAL MATTERS

All matters of Nebraska law pertaining to the Policy,  including the validity of
the Policy  and our right to issue the  Policy  under  Nebraska  law,  have been
passed  upon  Carol S.  Watson,  Senior  Vice  President,  General  Counsel  and
Secretary 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 SEC, Washington, D.C., under the
Securities Act of 1933 as amended,  with respect to the Policies offered by this
Prospectus.  This  Prospectus  does not contain all the information set forth in
the  registration  statement and the exhibits filed as part of the  registration
statement.  You should refer to the registration  statement and the exhibits for
further information  concerning the Separate Account,  Lincoln Benefit,  and the
Policies.  The  descriptions  in this Prospectus of the Policies and other legal
instruments  are summaries.  You should refer to those  instruments as filed for
their precise terms. You may read the  registration  statement and other reports
that we file at the SEC's  public  reference  room in  Washington,  D.C. You can
request copies of these documents upon payment of a duplicating  fee, by writing
to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of its public  reference  room.  Our SEC filings are also available to
the public on the SEC Internet site (http:\\www.sec.gov).

                                     EXPERTS

The financial statements of the Lincoln Benefit Life Variable Life Account as of
December 31, 1999, and for each of the periods ended December 31, 1999, December
31, 1998,  and December 31, 1997 and the  consolidated  financial  statements of
Lincoln  Benefit Life Company and  subsidiary  as of December 31, 1999 and 1998,
and for each of the three years in the period ended December 31, 1999,  included
in this  prospectus  have been  audited by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their  reports  appearing  herein,  and are  included in
reliance upon the reports of such firm given upon their  authority as experts in
accounting and auditing.

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

                              FINANCIAL STATEMENTS*

The financial  statements of the Separate  Account  provide  information on some
Subaccounts which are not available under the Policy. Those Subaccounts are only
available to Policies other than described in this  Prospectus  that are offered
by the Company.  The consolidated  financial  statements of Lincoln Benefit that
are included should be considered only as bearing on Lincoln  Benefit's  ability
to  meet  its  contractual  obligations  under  the  Policy.  Lincoln  Benefit's
financial statements do not bear on the investment experience of the assets held
in the Separate Account.

*To be filed by Pre-Effective Amendment.


                                    APPENDIX

              ILLUSTRATIONS OF SURRENDER VALUES AND DEATH BENEFITS

The following tables illustrate how the Surrender Values and Death Benefits of a
Policy change with the investment experience of the Portfolios.  The tables show
how the Surrender  Values and Death Benefits of a Policy 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 page [ ] illustrate  a Policy  issued to a male,  age 45,
$250,000 Face Amount,  under a preferred nonsmoker risk classification and Death
Benefit Option 1. The illustrations assume annual payment of $2,500.

The  illustration  on page [ ] assumes  current  charges  and cost of  insurance
rates, while the illustration on page [ ] assumes maximum guaranteed charges and
cost of  insurance  rates  (based on the 1980  Commissioners  Standard  Ordinary
Mortality Table).

The  amounts  shown for the Death  Benefit,  Policy  Value and  Surrender  Value
reflect the fact that the net investment return of the Subaccounts is lower than
the gross,  after-tax return on the assets held in the Portfolios as a result of
expenses paid by the Portfolios and charges levied against the Subaccounts.  The
values shown take into account the average daily  investment  advisory fees paid
by the Portfolios,  which is equivalent to an average annual rate of .71% 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 .10% of the average
daily net assets of the  Funds.  Also  reflected  is our  monthly  charge to the
Policy Value for assuming  mortality and expense  risks.  The current charge for
the first  fifteen  Policy  Years is an annual  rate of 0.60% of the average net
assets of the  Subaccounts,  with a maximum charge of 0.60% of average daily net
assets  thereafter.   The  illustrations  also  reflect  the  deduction  of  the
distribution expense charge at an annual rate of 1.00% of the average net assets
of the  Subaccounts  for the first  twenty  years and the monthly  Policy fee of
$7.50. 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 -.81,  5.19,  and  11.19%  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 -.81%, 5.19%, and 11.19%, 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 "Tax
Matters," page [ ]).

The tables  illustrate  the Policy Values,  Surrender  Values and Death Benefits
that would  result  based upon the  hypothetical  investment  rates of return if
Premiums  are  paid as  indicated,  if all net  Premiums  are  allocated  to the
Separate Account,  and if no Policy loans are taken. The tables also assume that
you have not  requested an increase or decrease in the face amount of the Policy
and that no partial surrenders or transfers have been made.

Upon request, we will provide a comparable  illustration based upon the proposed
Insured's  actual age,  sex and  underwriting  classification,  the Face Amount,
Death Benefit option, the proposed amount and frequency of Premiums paid and any
available riders requested.


<PAGE>



                          LINCOLN BENEFIT LIFE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           HYPOTHETICAL ILLUSTRATIONS

                                MALE ISSUE AGE 45

                              Face Amount $250,000
                              Annual Premium $2,500
                           Preferred Non-Smoker Class
                             Death Benefit Option 1

                         Current Cost of Insurance Rates

                                  DEATH BENEFIT
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of

          Policy         0% Gross             6% Gross            12% Gross
           Year          -.81 Net             5.19 Net            11.19 Net

             1           250,000              250,000              250,000
             2           250,000              250,000              250,000
             3           250,000              250,000              250,000
             4           250,000              250,000              250,000
             5           250,000              250,000              250,000
             6           250,000              250,000              250,000
             7           250,000              250,000              250,000
             8           250,000              250,000              250,000
             9           250,000              250,000              250,000
            10           250,000              250,000              250,000
            15           250,000              250,000              250,000
    20 (age 65)          250,000              250,000              250,000
    30 (age 75)          250,000              250,000              319,276
    40 (age 85)          250,000              250,000              897,554
   55 (age 100)          250,000              250,000            3,880,519

<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      -.81 Net    5.19 Net    11.19 Net          -.81 Net    5.19 Net    11.19 Net
     1       1,906        2,037          2,168             1,906       2,037         2,168
     2       3,618        3,991          4,381             3,618       3,991         4,381
     3       5,179        5,903          6,689             5,179       5,903         6,689
     4       6,676        7,855          9,189             6,676       7,855         9,189
     5       8,092        9,831         11,881             8,092       9,831        11,881
     6       9,452       11,857         14,808             9,452      11,857        14,808
     7      10,759       13,934         17,995            10,759      13,934        17,995
     8      12,013       16,065         21,468            12,013      16,065        21,468
     9      13,199       18,237         25,240            13,199      18,237        25,240
    10      14,362       20,494         29,382            14,362      20,494        29,382
    15      19,446       32,787         56,699            19,446      32,787        56,699
20(age 65)  21,113       44,832         98,281            21,113      44,832        98,281
30(age 75)  12,583       72,661        300,895            12,583      72,661       300,895
40(age 85)       -       61,362        861,876                 -      61,362       861,876
55(age 100)      -            -      3,874,220                 -           -     3,874,220

</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.

The  hypothetical  investment  rates of return shown above and elsewhere in this
Prospectus are illustrative  only and should not be deemed a  representation  of
past or future investment rates of return. Actual investment rates of return may
be more or less  than  those  shown and will  depend  on a number  of  different
factors,  including the investment allocations by the Policy owner and different
investment rates of return for the Portfolios.  The Death Benefit, Policy Value,
and  surrender  value for a Policy  would be  different  from those shown if the
actual  investment  rates of return averaged the rates shown above over a period
of years,  but fluctuated  above or below those  averages for individual  Policy
Years. No  representation  can be made by the Company or any Portfolio that this
assumed  investment rate of return can be achieved for any one year or sustained
over a period of time.

                          LINCOLN BENEFIT LIFE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                           HYPOTHETICAL ILLUSTRATIONS

                                MALE ISSUE AGE 45

                              Face Amount $250,000
                              Annual Premium $2,500
                           Preferred Non-Smoker Class
                             Death Benefit Option 1

                         Guaranteed Cost of Insurance Rates

                                  DEATH BENEFIT
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of

          Policy           0% Gross               6% Gross          12% Gross
           Year            -.81 Net               5.19 Net          11.19 Net

             1             250,000                250,000            250,000
             2             250,000                250,000            250,000
             3             250,000                250,000            250,000
             4             250,000                250,000            250,000
             5             250,000                250,000            250,000
             6             250,000                250,000            250,000
             7             250,000                250,000            250,000
             8             250,000                250,000            250,000
             9             250,000                250,000            250,000
            10             250,000                250,000            250,000
            15             250,000                250,000            250,000
    20 (age 65)            250,000                250,000            250,000
    30 (age 75)            250,000                250,000            250,000
    40 (age 85)            250,000                250,000            250,000
   55 (age 100)            250,000                250,000            250,000


<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      -.81 Net    5.19 Net    11.19 Net          -.81 Net    5.19 Net    11.19 Net
     1       1,507        1,625          1,743             1,507       1,625         1,743
     2       2,915        3,242          3,584             2,915       3,242         3,584
     3       4,222        4,848          5,530             4,222       4,848         5,530
     4       5,423        6,435          7,583             5,423       6,435         7,583
     5       6,515        7,996          9,748             6,515       7,996         9,748
     6       7,487        9,520         12,026             7,487       9,520        12,026
     7       8,329       10,990         14,416             8,329      10,990        14,416
     8       9,028       12,391         16,912             9,028      12,391        16,912
     9       9,566       13,700         19,510             9,566      13,700        19,510
    10       9,933       14,899         22,206             9,933      14,899        22,206
    15       8,669       18,476         37,052             8,669      18,476        37,052
20(age 65)       -       14,900         53,810                 -      14,900        53,810
30(age 75)       -            -         90,794                 -           -        90,794
40(age 85)       -            -         38,682                 -           -        38,682
55(age 100)      -            -              -                 -           -             -

</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.

The  hypothetical  investment  rates of return shown above and elsewhere in this
Prospectus are illustrative  only and should not be deemed a  representation  of
past or future investment rates of return. Actual investment rates of return may
be more or less  than  those  shown and will  depend  on a number  of  different
factors,  including the investment allocations by the Policy owner and different
investment rates of return for the Portfolios.  The Death Benefit, Policy Value,
and  surrender  value for a Policy  would be  different  from those shown if the
actual  investment  rates of return averaged the rates shown above over a period
of years,  but fluctuated  above or below those  averages for individual  Policy
Years. No  representation  can be made by the Company or any Portfolio that this
assumed  investment rate of return can be achieved for any one year or sustained
over a period of time.


                           PART II - OTHER INFORMATION
                           UNDERTAKING TO FILE REPORTS

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

                      REPRESENTATION AS TO FEES AND CHARGES

Lincoln  Benefit  Life  Company  hereby  represents  that the  fees and  charges
deducted under the Flexible  Premium  Variable  Universal Life Insurance  Policy
hereby registered by this Registration Statement in the aggregate are reasonable
in relation to the services rendered,  the expenses expected to be incurred, and
the risks assumed by Lincoln Benefit Life Company.

                     REPRESENTATION PURSUANT TO RULE 6e-3(T)

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

                        UNDERTAKING AS TO INDEMNIFICATION

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

                     CONTENTS OF THIS REGISTRATION STATEMENT

This Registration Statement consists of the following papers and documents:

         Facing Sheet
         Cross-Reference Sheet

         Prospectus consisting of [ ] pages
         Undertaking to File Reports
         Undertaking As To Indemnification
         Representation As To Fees and Charges
         Representation Pursuant to Rule 6e-3(T)
         Signature Pages
         Exhibits



                                  EXHIBIT LIST

1.       Exhibits required by paragraph A of  the instructions as to Exhibits of
         Form N-8B-2.

     (1)  Resolution  of the Board of Directors of Lincoln  Benefit Life Company
          authorizing  establishment  of the Lincoln  Benefit Life Variable Life
          Account(1)

     (2)  Custodian Agreement (not applicable)

     (3)  (a)  Form of Principal Underwriting Agreement(2)

          (b)  Form of Selling Agreement (1)

          (c)  Schedule of Sales Commissions (1)

     (4)  Other Agreements  between the depositor,  principal  underwriter,  and
          custodian   with  respect  to  Registrant  or  its   securities   (not
          applicable).

     (5)  Specimen Policy and Application

     (6)  (a)  Articles of  Incorporation  of Lincoln  Benefit Life  Company, as
               amended (1)

          (b)  By-laws of Lincoln benefit Life Company (1)

     (7)  Insurance Company Blanket Bond(1)

     (8)  Participation Agreements

          (a)  Fund  Participation  Agreement  between  Janus  Aspen  Series and
               Lincoln Benefit Life Company (1)

          (b)  Participation Agreement among Lincoln Benefit  Life  Company  and
               Variable  Insurance Products  Fund II and  Fidelity  Distributors
               Corporation (1)

          (c)  Participation Agreement among Lincoln Benefit  Life  Company  and
               Variable Insurance  Products Fund II  and Fidelity   Distributors
               Corporation (1)

          (d)  (1)  Participation  Agreement  among  The  Alger  American  Fund,
                    Lincoln  Benefit Life  Company and Fred  Alger and  Company,
                    Incorporated (1)

               (2)  Service  Agreement between Fred Alger  Management,  Inc. and
                    Lincoln Benefit Life Company(1)

          (e)  (1)  Participation   Agreement   between  Scudder  Variable  Life
                    Investment Fund and Lincoln Benefit Life Company(1)

               (2)  Reimbursement  Agreement  by and between Scudder,  Stevens &
                    Clark, Inc. and Lincoln Benefit Life Company(1)

               (3)  Participating Contract and Policy Agreement  between Scudder
                    Investor  Services,  Inc.  and   Lincoln  Benefit  Financial
                    Services(1)

          (f)  Form  of  Participation  Agreement  among  Lincoln  Benefit  Life
               Company,   Strong   Variable   Insurance  Funds,   Inc.,   Strong
               Opportunity Fund II, Inc., Strong  Capital Management,  Inc., and
               Strong Funds Distributors, Inc.(1)

          (g)  Form  of  Participation  Agreement  among  Lincoln  Benefit  Life
               Company,   Strong   Variable  Insurance   Funds,   Inc.,   Strong
               Opportunity Fund II, Inc.,  Strong Capital Management,  Inc., and
               Strong Funds Distributors, Inc.(1)

          (h)  Form of Participation Agreement among MFS Variable Insurance
               Trust, Lincoln Benefit Life Company, and  Massachusetts Financial
               Services Company(1)

          (i)  Fund  Participation  Agreement  between  Lincoln Benefit Life
               Company, Insurance Management Series and Federated Securities
               Corp.(1)

     (9)  Other Material Contracts (not applicable)

     (10) Form of Application for Policy(1)

2.       Opinion and Consent of Counsel (filed herewith)

3.       All financial statements omitted from the prospectus (not applicable)

4.       Not applicable

5.       Financial Data Schedule (not applicable)

6.       Procedures memorandum pursuant to Rule 6e-3(T)(b)(12)(ii) (2)

7.       Actuarial Opinion and Consent(2)

8.       (a)  Consent of Independent Auditors - to be filed by pre-effective
              amendment


         (b)  Consent of Attorneys (filed herewith)

9.       Table of Surrender Charge Factors and Percentages(2)

     (1)  Incorporated  by  reference  from Form S-6  Registration  Statement of
          Lincoln Benefit Life Variable Life Account, filed March 11, 1998 (File
          No. 33-47717).

     (2)  Incorporated by reference from Post-Effective  Amendment No. 1 to Form
          S-6 of Lincoln  Benefit Life Variable Life Account,  filed January 22,
          1999 (File No. 33-47717).


                                      II-3
                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the registrant has duly caused this Registration Statement to be signed on
its behalf in the City of Lincoln,  State of Nebraska,  on the 12th day of July,
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 Registration  Statement has been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated:

<TABLE>
<CAPTION>
<S>                                         <C>                                         <C>


/ s / B. Eugene Wraith

------------------------------------
B. Eugene Wraith                            President, Chief Operating Officer,          July 12, 2000
                                            and Director


/ s / Robert E. Rich

------------------------------------
Robert E. Rich                              Executive Vice President and Director        July 12, 2000



/ s / Marvin P. Ehly

------------------------------------
Marvin P. Ehly                              Senior Vice President, Treasurer,            July 12, 2000
                                            and Director



/ s / Janet P. Anderbery

------------------------------------
Janet P. Anderbery                          Vice President and Controller                July 12, 2000
(Principal Accounting Officer)



/ s / John H. Coleman

------------------------------------
John H. Coleman   , III                     Director                                     July 12, 2000




/ s / Douglas F. Gaer

------------------------------------
Douglas F. Gaer                             Director                                     July 12, 2000



/ s / Kevin Slawin

------------------------------------
Kevin Slawin                                Director                                     July 12, 2000



/ s / Michael J. Velotta

------------------------------------
Michael J. Velotta                          Director                                     July 12, 2000



/ s / Dean M. Way

------------------------------------
Dean M. Way                                 Director                                     July 12, 2000



/ s / Carol S. Watson

------------------------------------
Carol S. Watson                             Director                                     July 12, 2000



/s/ Patricia W. Wilson

------------------------------------
Patricia W. Wilson                          Director                                     July 12, 2000


/ s / Thomas J. Wilson, II
------------------------------------
Thomas J. Wilson, II                        Director                                     July 12, 2000


</TABLE>

                                INDEX TO EXHIBITS
                     FOR REGISTRATION STATEMENT ON FORM S-6
                   LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

EXHIBIT NO.                                 SEQUENTIAL PAGE NO.
-------------------                         ------------------------------------

1(5)     Specimen Policy
2        Opinion and Consent of Counsel
8(b)     Consent of Attorneys



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