LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
497, 2000-05-08
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                                   PROSPECTUS
                        FLEXIBLE PREMIUM "LAST SURVIVOR"
                   VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                                    Issued By
                          Lincoln Benefit Life Company

                               In Connection With
                   Lincoln Benefit Life Variable Life Account

             STREET ADDRESS: 2940 SOUTH 84TH ST., LINCOLN, NE 68506
            MAILING ADDRESS: P. O. BOX 82532, LINCOLN, NE 68501-2532
                        TELEPHONE NUMBER: 1-800-525-9287

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

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

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

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

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

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

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

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

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

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

Strong Opportunity Fund II, Inc.: Opportunity Fund II

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

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

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

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

The Policy does not have a guaranteed  minimum  Policy Value.  Your Policy Value
will rise and fall,  depending on the  investment  performance of the Portfolios
underlying the  Subaccounts  to which you allocate your  Premiums.  You bear the
entire investment risk on amounts  allocated to the Subaccounts.  The investment
policies  and  risks  of  each  Portfolio  are  described  in  the  accompanying
prospectus  for the  Portfolios.  The Policy Value will also  reflect  Premiums,
amounts withdrawn, and any insurance or other charges.
                                                        (continued on next page)
- -------------------------------------------------------------------------------
Neither  the  Securities  and  Exchange  Commission  nor  any  State  Securities
Commission has Approved or  Disapproved  of these  Securities or Passed upon the
Accuracy or Adequacy of this Prospectus. Any Representation to the Contrary is a
Criminal Offense.
                   The Date of this Prospectus is May 1, 2000.

                                       1
<PAGE>

The Policy will remain in force as long as the Net Surrender Value is sufficient
to pay the monthly charges under the Policy.  In addition,  during the first ten
Policy Years,  we guarantee that the Policy will remain in effect  regardless of
changes  in the  Policy  Value,  as long as your total  Premiums  (less  partial
withdrawals and Policy Debt) at least equal the applicable  Safety Net Premiums,
as described on page 11. By paying larger  amounts of premiums (Age 100 No Lapse
Premiums) you can extend this guarantee until the policy  anniversary  following
the younger  Insured  Person's  100th  birthday if you elect only Death  Benefit
Option 1.

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

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

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

This Prospectus is Valid only if Accompanied by the Current Prospectuses for the
Portfolio  Listed  Above.  If any of the  Prospectuses  are Missing or Outdated,
Please Contact Us and We Will Send You the Prospectus You Need.

Please Read This Prospectus Carefully and Retain It for Your Future Reference.

This Policy may not be available in all states.

                                       2
<PAGE>
                                TABLE OF CONTENTS

DEFINITIONS.................................................4

QUESTIONS AND ANSWERS ABOUT YOUR POLICY.....................5

PURCHASE OF POLICY AND ALLOCATION OF PREMIUMS...............10
Application for a Policy....................................10
Premiums....................................................10
Premium Limits..............................................11
Modified Endowment Contracts................................11
Safety Net and No Lapse Premiums............................11
Allocation of Premiums......................................12
Policy Value................................................12
Accumulation Unit Value.....................................13
Transfer of Policy Value....................................13
Transfers Authorized by Telephone...........................14
Dollar Cost Averaging.......................................14
Portfolio Rebalancing.......................................14
Specialized Uses of the Policy..............................15

THE INVESTMENT AND FIXED ACCOUNT OPTIONS....................15
Separate Account Investments................................15
Portfolios..................................................15
Voting Rights...............................................19
Additions, Deletions, and Substitutions of Securities.......19
The Fixed Account...........................................19

POLICY BENEFITS AND RIGHTS..................................20
Death Benefit...............................................20
Death Benefit Options.......................................20
Change in Face Amount.......................................21
Optional Insurance Benefits.................................21
Policy Loans................................................22
Amount Payable on Surrender of the Policy...................23
Partial Withdrawals.........................................23
Settlement Options..........................................23
Maturity....................................................24
Lapse and Reinstatement.....................................24
Cancellation and Exchange Rights............................24
Postponement of Payments....................................24

DEDUCTIONS AND CHARGES......................................25
Premium Tax Charge and Premium Expense Charge...............25
Monthly Deduction...........................................25
Policy Fee..................................................25
Monthly Administrative Charge...............................25
Mortality and Expense Risk Charge...........................25
Cost of Insurance Charge....................................25
Deduction for Separate Account Income Taxes.................26
Portfolio Expenses..........................................26
Surrender Charge............................................26
Transfer Fee................................................27

GENERAL POLICY PROVISIONS...................................27
Statements to Policy Owners.................................27
Limit on Right to Contest...................................28
Suicide.....................................................28
Misstatement as to Age and Sex..............................28
Beneficiary.................................................28
Assignment and Change of Ownership..........................28
Dividends...................................................28

TAX MATTERS.................................................28
Taxation of the Company and the Variable Account............28
Taxation of Contract Benefits...............................29
Modified Endowment Contracts................................29
Diversification Requirements................................30
Ownership Treatment.........................................30

DESCRIPTION OF LINCOLN BENEFIT LIFE COMPANY AND THE SEPARATE
ACCOUNT.....................................................30
Lincoln Benefit Life Company................................30
Executive Officers and Directors of Lincoln Benefit.........31
Separate Account............................................32
Safekeeping of the Separate Account's Assets................32
State Regulation of Lincoln Benefit.........................32

MARKET TIMING AND ASSET ALLOCATION SERVICES.................32

DISTRIBUTION OF POLICIES....................................32

LEGAL PROCEEDINGS...........................................33

LEGAL MATTERS...............................................33

REGISTRATION STATEMENT......................................33

EXPERTS.....................................................33

FINANCIAL STATEMENTS........................................33

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

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

                                       3
<PAGE>
                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

TAX CODE - The Internal Revenue Code of 1986, as amended.

VALUATION DATE - Each day the New York Stock Exchange is open for business.

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

                                       4
<PAGE>

                              QUESTIONS AND ANSWERS
                                ABOUT YOUR POLICY

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

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

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

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

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

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

(a) A monthly policy fee of $7.50;

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

(c) A monthly mortality and expense risk charge;

(d) A cost of insurance charge; and

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

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

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

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

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

We impose a surrender  charge to cover a portion of the sales  expenses we incur
in  distributing  the Policies.  These  expenses  include  agents'  commissions,
advertising, and the printing of Prospectuses. The surrender charge is described
in the answer to Question 3 below and in "Surrender Charge", on page 26.

The  charges  assessed  under  the  Policy  are  described  in  more  detail  in
"Deductions and Charges", beginning on page 25.

In addition to our charges under the Policy, each Portfolio deducts amounts from
its assets to pay its  investment  advisory  fee and other  expenses.  The table
below  contains a summary of those  charges and  expenses  for 1999.  You should
refer to the  Prospectuses  for the Portfolios for more  information  concerning
their respective charges and expenses.

                                       5
<PAGE>
<TABLE>
<CAPTION>
                        PORTFOLIO COMPANY ANNUAL EXPENSES
                (AS A PERCENTAGE OF PORTFOLIO AVERAGE NET ASSETS)

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

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%
- --------------------------
(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:

                                       6
<PAGE>
      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  were  reduced  as a result  of  credits  earned  on
           uninvested cash balances  through  arrangements  with or on behalf of
           the funds'  custodian.  Without  these  reductions,  total  operating
           expenses for the following  Portfolios would have been: Equity Income
           -- 0.57%; Growth -- 0.66%; Overseas -- 0.91%; Asset Manager -- 0.63%;
           and Contrafund -- 0.67%.

      (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.
</TABLE>

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

While  the  Policy  is in  force,  you may  surrender  your  Policy  for the Net
Surrender Value. Upon surrender,  life insurance  coverage under the Policy will
end.  You may  also  withdraw  part of  your  Policy  Value  through  a  partial
withdrawal.  A partial withdrawal must equal at least $500. For more detail, see
"Amount Payable on Surrender of the Policy" and "Partial  Withdrawals",  on page
23.

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

Generally, the initial amount of the Surrender Charge depends on the Face Amount
of your Policy and the Insured  Persons'  age at issue,  sex,  and  underwriting
status as smokers or non-smokers. For example, if the Insured Persons are a male
age 55__ and a female age __55 and the Face  Amount of  coverage  is  $1,000,000
when your Policy is issued, the initial Surrender Charge would be as follows:

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


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

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

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

We will include in your Policy a table  showing the  surrender  charge rates and
the surrender charge percentages applicable under the Policies. For more detail,
see "Surrender Charge", on page 26.

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

4.  WHAT ARE THE DEATH BENEFIT OPTIONS?

While the Policy is in force,  we will pay a Death  Benefit  to the  Beneficiary
upon the death of the last surviving Insured Person. The Policy provides for two
Death Benefit options. Under Option 1, the Death Benefit is equal to the greater
of your  Policy's  Face Amount and the Policy  Value  multiplied

                                       7
<PAGE>

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

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

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

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

6.  HOW WILL MY POLICY VALUE BE DETERMINED?

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

7.  WHAT ARE THE PREMIUMS FOR THIS POLICY?

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

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

Yes, you have  considerable  flexibility  to increase or decrease  your Policy's
Face  Amount.  You may  request an  increase  and/or a decrease  after the first
Policy Year by sending us a written request.  Your requested increase must be at
least  $10,000.  If you request an increase in Face Amount,  you must provide us
with evidence of both Insured Persons'  insurability that meets our underwriting
standards.  An increase in the Face  Amount of your  Policy  will  increase  the
charges deducted from your Policy Value. We will not decrease the Face Amount of
your Policy below  $250,000.  For more detail,  see "Change in Face Amount",  on
page 21.

9.  HOW ARE MY PREMIUMS ALLOCATED?

Before your Premiums are allocated to the Policy Value,  we deduct a premium tax
charge of 2.5% of each Premium and a premium expense charge. The premium expense
charge  will be 3.5% of each  Premium  for the first ten  Policy  Years and 1.5%
thereafter. For more detail, see "Premium Tax Charge and Premium Expense Charge"
on page 25. The remaining amount is called the Net Premium.

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

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

In some  states,  we are  required to return at least your Premium if you cancel
your  Policy  during the  "free-look"  period.  In those  states,  currently  we
allocate  any  Premium

                                       8
<PAGE>

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

You may transfer  Policy Value among the Subaccounts and the Fixed Account while
the Policy is in force, by writing to us or calling us at 1-800-525-9287.  While
we currently  are not charging a transfer  fee, the Policy gives us the right to
impose a transfer fee of up to $10 upon the second and each subsequent  transfer
in a single calendar month.  While you may also transfer  amounts from the Fixed
Account,  certain  restrictions  may apply.  For more detail,  see  "Transfer of
Policy Value" and "Transfers Authorized by Telephone",  on pages 13-14_. You may
also  use  our  automatic  Dollar  Cost  Averaging   program  or  our  Portfolio
Rebalancing program. You may not use both programs at the same time.

Under the Dollar Cost Averaging program,  amounts are automatically  transferred
at regular  intervals  from the Fixed Account or a Subaccount of your  choosing,
including other Subaccounts or the Fixed Account. Transfers may be made monthly,
quarterly,  or annually.  For more detail, see "Dollar Cost Averaging",  on page
14.

Under the Portfolio Rebalancing program, you can maintain the percentage of your
Policy Value allocated to each Subaccount at a pre-set level. Investment results
will  shift  the  balance  of  your  Policy  Value  allocations.  If  you  elect
rebalancing,  we will  automatically  transfer  your  Policy  Value  back to the
specified  percentages  at  the  frequency  (monthly,  quarterly,  semiannually,
annually) that you specify.  For more detail,  see "Portfolio  Rebalancing",  on
page 14.

10.  WHAT ARE MY INVESTMENT CHOICES UNDER THE POLICY?

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

            Fund                       Portfolio(s)
- -----------------------------  -----------------------------
- ------------------------------------------------------------
Janus Aspen Series             Flexible Income Portfolio
                               Balanced Portfolio
                               Growth Portfolio
                               Aggressive Growth Portfolio
                               Worldwide Growth Portfolio
- ------------------------------------------------------------
Federated Insurance            Utility Fund II
Management Series              Fund for U.S. Government
                               Securities II
                               High Income Bond Fund II
- ------------------------------------------------------------
Fidelity Variable Insurance    Fidelity VIP Money Market Portfolio
Products Fund                  Fidelity VIP Equity-Income Portfolio
                               Fidelity VIP Growth Portfolio
                               Fidelity VIP Overseas Portfolio
- ------------------------------------------------------------
Fidelity Variable Insurance    Fidelity VIP Asset Manager Portfolio
Products Fund II               Fidelity VIP Contrafund Portfolio
                               Fidelity VIP Index 500 Portfolio
- ------------------------------------------------------------
The Alger American Fund        Income and Growth Portfolio
                               Small Capitalization
                               Portfolio
                               Growth Portfolio
                               MidCap Growth Portfolio
                               Leveraged AllCap Portfolio
- ------------------------------------------------------------
Scudder Variable Life          Bond Portfolio
Investment Fund                Balanced Portfolio
                               Growth and Income Portfolio
                               Global Discovery Portfolio
                               International Portfolio
- ------------------------------------------------------------
Strong Variable Insurance      Discovery Fund II
Funds, Inc.                    MidCap Growth Fund II
- ------------------------------------------------------------
Strong Opportunity Fund II,    Opportunity Fund II
Inc.
- ------------------------------------------------------------
T. Rowe Price International    T. Rowe Price International Stock
Series, Inc.                         Portfolio
- ------------------------------------------------------------
T. Rowe Price Equity Series,   T. Rowe Price New America Growth
Inc.                                    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
- ------------------------------------------------------------

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

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

11.  MAY I TAKE OUT A POLICY LOAN?

Yes,  you may borrow  money from us using your Policy as security  for the loan.
The  maximum  loan  amount  is  equal  to  90%  of the  Surrender  Value.  Other
restrictions  may apply if your Policy is issued in connection  with a Qualified
Plan. For more detail, see "Policy Loans", on page 22.

                                       9
<PAGE>

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

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

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

Special rules govern the tax treatment of life insurance policies which meet the
federal definition of a modified endowment contract. Depending on the amount and
timing of your Premiums, your Policy may meet that definition. Under current tax
law,  death benefit  payments  under  modified  endowment  contract,  like death
benefit payments under life insurance contracts, generally are excluded from the
gross income of the  beneficiary.  Withdrawals  and policy loans,  however,  are
treated  differently.  Amounts  withdrawn  and policy loans are treated first as
income,  to the extent of any gain, and then as a return of premium.  The income
portion of the  distribution  is  includable  in your taxable  income.  Also, an
additional  10%  penalty  tax is  generally  imposed on the  taxable  portion of
amounts received before age 59 1/2. For more information on the tax treatment of
the Policy, see "Tax Matters", beginning on page 28.

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

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

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

                  PURCHASE OF POLICY AND ALLOCATION OF PREMIUMS

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

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

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

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

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

PREMIUMS. During the first Policy Year, you must pay an amount at least equal to
the required Premium shown in

                                       10
<PAGE>

your  Policy.  We  will  send  you  a  reminder  notice  if  you  pay  annually,
semi-annually, or quarterly. You may also make a Monthly Automatic Payment.

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

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

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

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

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

MODIFIED ENDOWMENT  CONTRACTS.  Under certain  circumstances,  a Policy could be
classified  as a "modified  endowment  contract",  a category of life  insurance
contract  defined  in the Tax Code.  If your  Policy  were to become a  modified
endowment  contract,  distributions  and loans from the Policy  could  result in
current taxable income for you, as well as other adverse tax consequences. These
tax  consequences  are  described  in  more  detail  in  "Tax  Matters--Modified
Endowment Contracts", on page 29.

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

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

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

In some states,  the Safety Net Premium  period of ten years is not permitted by
law. In those states, the specified period is five years. Please check with your
local representative on the Safety Net period approved in your state.

The  specified  Age 100 No Lapse  period  can  extend  until  the  first  Policy
Anniversary  after the younger  Insured Person reaches age 100 unless you change
to Death Benefit Option 2 before then.

As a general rule,  your Policy will enter the Grace Period,  and may lapse,  if
the Net Surrender Value is not sufficient to pay a Monthly  Deduction when it is
due.  Under the Safety Net and Age 100 No Lapse Premium  features,  however,  we
guarantee that regardless of declines in your Policy Value, your Policy will not
enter the  Grace  Period if your  Policy is still  within  either or both of the
Safety Net or Age 100 No Lapse  periods,  and you have met our  premium  payment
test for that period.  The Safety Net Premium test requires that the  cumulative
amount of all  premiums  you have  paid  under  your  policy  (less any  partial
withdrawals you have made and less any outstanding  Policy Debt) at least equals
the  cumulative  amount of monthly  Safety Net premiums for the

                                       11
<PAGE>

number of Policy Months that have then elapsed. If you have failed to pay Safety
Net Premiums on a timely basis and the Net Surrender  Value is not sufficient to
cover  all  Policy  charges  and  expenses,  we will  send you a notice  of this
deficiency.  At that  time you will have the  option  to pay an amount  equal to
either:

1.   the  shortfall  between the total value of all Safety Net  Premiums for the
     number of Policy  Months  that have  elapsed  less the amount of Safety Net
     premium  previously  paid;  or
2.   the  amount  necessary  to bring  the  Net Surrender Value up to a positive
     amount.

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

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

If on any Monthly  Deduction  Day you fail to meet the premium  requirement  for
either of the  Safety Net or Age 100 No Lapse  guarantees,  we will let you know
and you will have 61 days to satisfy the  shortfall,  assuming the period of the
guarantee has not yet expired. If you do not pay at least the shortfall, the Age
100 No Lapse  guarantee will end and it cannot be reinstated.  If the Age 100 No
Lapse  guarantee  is no longer in effect,  the Policy will stay in force only as
long as the Net Surrender Value is sufficient to pay the Monthly Deductions,  or
the Safety Net feature is in effect.  For more detail about the circumstances in
which the Policy will lapse, see "Lapse and Reinstatement", on page 24.

ALLOCATION OF PREMIUMS. Your Net Premiums are allocated to the Subaccount(s) and
the Fixed Account in the  proportions  that you have selected.  You must specify
your allocation  percentages in your Policy application.  Percentages must be in
whole numbers and the total allocation must equal 100%.

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

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

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

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

We will make most valuations in connection with the Policy on the date a Premium
is received  or your  request for other  action is  received,  if that date is a
Valuation Date and a date that we are open for business.  If the date of receipt
is not a  Valuation  Date on which we are open for  business  we will  make that
determination on the next succeeding day which is a Valuation Date and a date on
which we are open for  business.  For a discussion of those days on which we are
not open for business,  see Transfer of Policy Value on page 13 below.  The only
exception  to this  procedure  for  valuation of premium is as explained on this
page above for initial premium.

POLICY  VALUE.  Your Policy  Value is the sum of the value of your  Accumulation
Units in the Subaccounts you have chosen, plus the value of your interest in the
Fixed  Account,  plus

                                       12
<PAGE>

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

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

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

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

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

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

You should refer to the  Prospectuses  for the Portfolios  which  accompany this
Prospectus  for a  description  of how the assets of each  Portfolio are valued,
since that  determination  has a direct bearing on the Net Investment  Factor of
the corresponding Subaccount and, therefore, your Policy Value. For more detail,
see "Policy Value", on page 12.

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

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

As a general rule, we only make  transfers on days when we and the NYSE are open
for business.  If we receive your request on one of those days, we will make the
transfer that day. We close our offices for business on certain days immediately
preceding  or  following  certain  national  holidays  when the NYSE is open for
business.  For calendar year 2000,  our offices will be closed on November 24th.
For  transfers  requested  on this day,  we will make the  transfer on the first
subsequent day on which we and the NYSE are open.

We have established  special  requirements for transfers from the Fixed Account.
You may make a lump sum transfer from the Fixed Account to the Subaccounts  only
during  the  60  day  period  beginning  on  the  Issue  Date  and  each  Policy
Anniversary.  We will not process transfer  requests received at any other time.
Transfers pursuant to a Dollar Cost Averaging or Portfolio  Rebalancing  program
may occur at any time at the intervals you have selected.

The  maximum  amount  which  may be  transferred  as a lump sum or as  portfolio
rebalancing transfers from the Fixed Account during a Policy Year usually is:

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

- -  the  largest  total  amount transferred  from the Fixed  Account in any prior
Policy Year.

This limit also  applies to  transfers  under a Dollar Cost  Averaging  program,
unless you choose to transfer your entire Fixed Account  balance to Subaccounts.
In that case, your maximum  monthly  transfer amount may not be more than 1/36th
of your Fixed Account balance on the day of the first transfer.  We may waive or
modify these  restrictions  on  transfers  from the Fixed  Account.  You may not
transfer  Policy  Value or allocate  new  Premiums  into the Fixed  Account,  if
transfers are being made out under the Dollar Cost Averaging program.

In addition, you may transfer 100% of the Fixed Account balance in a lump sum to
the  Subaccount(s),  if on any Policy Anniversary the interest rate on the Fixed
Account is lower than it was on the Policy Anniversary one year previously or

                                       13
<PAGE>

if on the first Policy  Anniversary  that  interest rate is lower than it was on
the Issue  Date.  We will notify you by mail if this  occurs.  You may request a
transfer for 60 days following the date we mail notification to you.

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

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

In the future, we may charge you the transfer fee described on page 14, although
currently  we are waiving it. In addition,  we may suspend,  modify or terminate
the telephone transfer privilege at any time without notice.

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

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

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

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

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

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

Transfers  from the Fixed  Account  under a  Portfolio  Rebalancing  program are
subject to the overall limit on transfers from the Fixed  Account.  Accordingly,
if the total  amount  transferred  from the Fixed  Account  in any  Policy  Year
reaches that limit before the end of the year,  we will not transfer  additional
amounts from the Fixed Account for portfolio rebalancing purposes until the next
Policy Year.

You may request  Portfolio  Rebalancing  at any time by  submitting  a completed
written request to us at the address given on the first page of this Prospectus.
Please call or write us for a copy of the request  form.  If you stop  Portfolio
Rebalancing,  you must wait 30 days to begin again. The date of your rebalancing
must  coincide with the same day of the month as your Issue Date. If you request
rebalancing on your Policy application but if you do not specify a date for your
first  rebalancing,  it will occur one period  after the Issue Date.  Otherwise,
your first  rebalancing  will occur one period

                                       14
<PAGE>

after we receive your completed  request form. All subsequent  rebalancing  will
occur at the intervals you have specified on the day of the month that coincides
with the same day of the month as your Issue Date.

Generally,  you may change the allocation  percentages,  frequency, or choice of
Subaccounts  at any time.  If you  include  the  Fixed  Account  in a  Portfolio
Rebalancing  program,  however,  in any  consecutive  twelve  months you may not
change the  allocation  percentages  more than twice and the total change to the
Fixed Amount allocation may not exceed 20%. We may waive this restriction.

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

SPECIALIZED USES OF THE POLICY.  Because the Policy provides for an accumulation
of Policy Value as well as a Death  Benefit,  you may wish to use it for various
individual and business financial  planning  purposes.  Purchasing the Policy in
part for such purposes  involves certain risks.  For example,  if the investment
performance of the Subaccounts is poorer than expected or if sufficient Premiums
are not paid, the Policy may lapse or may not accumulate sufficient Policy Value
to fund the purpose for which you purchased the Policy.  Withdrawals  and Policy
loans may significantly affect current and future Policy Value, Surrender Value,
or Death Benefit  proceeds.  Depending  upon the  investment  performance of the
Portfolios  in which the  Subaccounts  invest and the amount of a Policy loan, a
Policy  loan may cause your  Policy to lapse.  Because the Policy is designed to
provide  benefits  on a  long-term  basis,  before  purchasing  a  Policy  for a
specialized  purpose,  you should consider  whether the long-term  nature of the
Policy is  consistent  with the  purpose  for which it is being  considered.  In
addition,  using a Policy for a specialized  purpose may have tax  consequences.
(See "Tax Matters," beginning on page 28.)

                    THE INVESTMENT AND FIXED ACCOUNT OPTIONS

SEPARATE ACCOUNT INVESTMENTS

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

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

We do not promise that the  Portfolios  will meet their  investment  objectives.
Amounts you have allocated to Subaccounts  may grow in value,  decline in value,
or grow less than you expect,  depending on the  investment  performance  of the
Portfolios in which those Subaccounts  invest. You bear the investment risk that
those Portfolios possibly will not meet their investment objectives.  YOU SHOULD
CAREFULLY REVIEW THE PORTFOLIOS'  PROSPECTUSES  BEFORE ALLOCATING AMOUNTS TO THE
SUBACCOUNTS OF THE SEPARATE ACCOUNT.

JANUS ASPEN SERIES (investment adviser: Janus Capital Corporation)

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

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

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

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

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

FEDERATED INSURANCE MANAGEMENT SERIES (investment adviser: Federated Advisers)

                                       15
<PAGE>

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.

                                       16
<PAGE>

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 mid-cap stocks with the potential for  above-average  earnings growth.
The Portfolio will invest at least 65% of its assets in a diversified  portfolio
of common stocks of mid-cap companies whose earnings the adviser expects to grow
at a faster rate than the average company. The adviser defines mid-cap companies
as those

                                       17
<PAGE>

with market capitalizations within the range of companies in the S&P 400 Mid-Cap
Index.  However,  the Portfolio will not automatically sell or cease to purchase
stock of a company it already owns just because the  company's  market cap grows
or falls  outside this range.  The  Portfolio  also may invest in other types of
securities, such as foreign securities,  futures and options, and warrants, when
consistent with the Portfolio's investment objective.

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

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

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

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

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

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

Certain of the Portfolios sell their shares to Separate Accounts underlying both
variable life insurance and variable annuity contacts. It is conceivable that in
the future it may be unfavorable for variable life insurance  separate  accounts
and variable annuity separate accounts to invest in the same

                                       18
<PAGE>

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

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

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

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

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

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

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

ADDITIONS,  DELETIONS, AND SUBSTITUTIONS OF SECURITIES.  If the shares of any of
the Portfolios  should no longer be available for  investment by the Policy,  in
the  judgment  of our Board of  Directors,  we may add or  substitute  shares of
another Portfolio or mutual fund for Portfolio shares already purchased or to be
purchased  in the future by  Premiums  under the  Policy.  Any  substitution  of
securities will comply with the requirements of the 1940 Act.

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

(a) to operate the Separate Account in any form permitted by law;

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

(c) to transfer assets from one Subaccount to another, or from any Subaccount to
our general account;

(d) to add, combine, or remove Subaccounts in the Separate Account; and

(e) to assess a charge for taxes  attributable to the operations of the Separate
Account or for other taxes,  as described in "Deductions and Charges - Deduction
for Separate Account Income Taxes" on page 26 below.

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

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

THE FIXED  ACCOUNT.  THE PORTION OF THE POLICY  RELATING TO THE FIXED ACCOUNT IS
NOT  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 AND THE FIXED ACCOUNT IS NOT
REGISTERED AS AN INVESTMENT  COMPANY UNDER THE  INVESTMENT  COMPANY ACT OF 1940.
ACCORDINGLY,  NEITHER THE FIXED  ACCOUNT NOR ANY  INTERESTS IN THE FIXED ACCOUNT
ARE SUBJECT TO THE PROVISIONS OR  RESTRICTIONS  OF THE 1933 ACT OR THE 1940 ACT,
AND THE  DISCLOSURE  REGARDING  THE FIXED  ACCOUNT HAS NOT BEEN  REVIEWED BY THE
STAFF OF THE SEC. THE STATEMENTS  ABOUT THE FIXED ACCOUNT IN THIS PROSPECTUS MAY
BE SUBJECT TO GENERALLY  APPLICABLE  PROVISIONS OF THE FEDERAL  SECURITIES  LAWS
REGARDING ACCURACY AND COMPLETENESS.

You may  allocate  part or all of your  Premiums to the Fixed  Account in states
where it is  available.  The Fixed  Account  is not  available  in some  states.
Amounts  allocated  to the Fixed

                                       19
<PAGE>

Account  become part of the general  assets of Lincoln  Benefit.  Allstate  Life
invests the assets of the general  account in accordance  with  applicable  laws
governing the investments of insurance company general accounts.

We will credit interest to amounts allocated to the Fixed Account.  We guarantee
that the effective annual interest rate credited to the Fixed Account will be at
least 4%. We may credit  interest at a higher rate,  but we are not obligated to
do so. You assume the risk that interest credited to the Fixed Account may be no
higher than the minimum guaranteed rate.

Transfers  from the Fixed  Account are subject to the  limitations  described on
page 19 above.  Also,  as  described on page 25 above,  we may delay  payment of
Surrender Value from the Fixed Account for up to 6 months.

                           POLICY BENEFITS AND RIGHTS

DEATH  BENEFIT.  While your  Policy is in force,  we will pay the Death  Benefit
proceeds  upon the death of the  second  Insured  Person to die (the  "surviving
Insured  Person").  We  will  pay  the  Death  Benefit  proceeds  to  the  named
Beneficiary(ies)   or  contingent   Beneficiary(ies).   As  described  below  in
"Settlement  Options",  on page 23, we will pay the Death Benefit  proceeds in a
lump sum or under an optional payment plan.

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

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

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

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

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

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

<TABLE>
<CAPTION>

EXAMPLES:

<S>                                                                        <C>              <C>
                                                                           A                 B
                                                                           -                 -
Face Amount...................................................         1,000,000         1,000,000
Death Benefit Option..........................................                 1                 1
Younger Insured Person's Age..................................                45                45
Policy Value on Date of Death.................................           480,000           340,000
Applicable Corridor Percentage................................              215%              215%
Death Benefit.................................................         1,032,000         1,000,000
</TABLE>


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

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

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

After the first Policy Year,  you may change the Death Benefit option by writing
to us at the address given on the first

                                       20
<PAGE>

page of this Prospectus. If you ask to change from Option 2 to Option 1, we will
increase  the Face Amount of your Policy by the amount of the Policy  Value.  If
you ask to change from Option 1 to Option 2, we will decrease the Face Amount of
your  Policy by the amount of the  Policy  Value.  Also,  please  remember  that
changing from Option 1 to Option 2 will make our No Lapse feature unavailable.

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

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

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

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

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

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

You should be aware that an  increase  in the Face  Amount of your  Policy  will
affect the cost of insurance charges  applicable to your Policy. As noted above,
we will deduct a larger amount of cost of insurance charges, because an increase
in the Face Amount also will  increase the net amount at risk under your Policy.
We will not approve a request for a Face  Amount  increase if the Net  Surrender
Value is too small to pay the Monthly  Deduction for the Policy Month  following
the increase.  As described in "Surrender Charge" on page 26 of this Prospectus,
if you increase the Face Amount of your Policy,  your maximum  surrender  charge
also will  increase.  Finally,  increases in the Face Amount of your Policy will
also  increase  the Safety Net Premium  amount and the Age 100 No Lapse  Premium
amount.

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

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

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

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

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

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

POLICY LOANS.  While the Policy is in force,  you may borrow money from us using
the Policy as the only security for your

                                       21
<PAGE>

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

We will ordinarily  disburse your loan to you within seven days after we receive
your loan request at our home office. We may,  however,  postpone payment in the
circumstances  described  in  "Postponement  of  Payments" on page 24. While the
Policy remains in force,  you may repay the loan in whole or in part without any
penalty at any time while one or both of the Insured Persons is living.

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

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

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

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

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

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

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

If the total  outstanding  loan(s) and loan interest exceeds the surrender value
of your  Policy,  we will notify you and any  assignee  in writing.  To keep the
Policy in force,  we will  require you to pay a Premium  sufficient  to keep the
Policy in force for at least three more months.  If you do not pay us sufficient
Premium  within the 61-day Grace  Period,  your Policy will lapse and  terminate
without value. As explained in the section entitled "Lapse and Reinstatement" on
page 24,  however,  you may  subsequently  reinstate the Policy.  Before we will
permit  you to  reinstate  the  Policy,  we will  require  either  repayment  or
reimbursement  of any Policy Debt that was  outstanding  at the end of the Grace
Period.  If your Policy lapses while a Policy loan is  outstanding,  you may owe
taxes or suffer other adverse tax consequences. Please consult a tax adviser for
details.

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

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

AMOUNT  PAYABLE ON SURRENDER OF THE POLICY.  While your Policy is in force,  you
may  fully  surrender  your  Policy.  Upon  surrender,  we will  pay you the Net
Surrender Value determined as of the day we receive your written  request.  Your
Policy will  terminate on the day we receive your written  request,  or the

                                       22
<PAGE>

date requested by you,  whichever is later. We may require that you give us your
Policy document before we pay you the surrender proceeds.

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

You may  receive  the  surrender  proceeds  in a lump  sum or  under  any of the
settlement options described in "Settlement Options" on page 23.

The tax consequences of surrendering the Policy are  discussed in "Tax Matters,"
beginning on page 28.

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

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

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

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

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

The tax  consequences  of partial  withdrawals  are  discussed in "Tax  Matters"
beginning page 28.

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

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

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

We currently offer the five settlement options described below:

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

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

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

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

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

                                       23
<PAGE>

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

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

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

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

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

The Policy will continue in effect  through the Grace  Period.  If the surviving
Insured  Person dies  during the Grace  Period,  we will pay a Death  Benefit in
accordance with your  instructions.  However,  we will reduce the proceeds by an
amount equal to Monthly  Deduction(s)  due and unpaid.  See "Death  Benefit," on
page 20. If you do not pay us the amount  shown in the notice  before the end of
the Grace Period, your Policy will end at the end of the Grace Period.

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

CANCELLATION AND EXCHANGE RIGHTS.  You may cancel your Policy by returning it to
us within ten days after you receive it, or after whatever  longer period may be
permitted by state law. If you return your Policy, the Policy terminates and, in
most states, we will pay you an amount equal to your Policy Value on the date we
receive the Policy from you, plus any charges previously  deducted.  Your Policy
Value usually will reflect the investment  experience of the Subaccounts and the
Fixed Account as you have allocated your Net Premium.  In some states,  however,
we are  required  to send you the  amount  of your  Premiums.  In those  states,
currently  we allocate  any  Premium  received  before the end of the  free-look
period as described in "Allocation of Premium" on page 12 above.  In the future,
however,  if you live in one of those  states,  we  reserve  the  right to delay
allocating  your Premiums to the  Subaccounts  you have selected or to the Fixed
Account  until 20 days after the Issue Date or, if your state's free look period
is longer than ten days, for ten days plus the period  required by state law. We
will  allocate  Premiums  received  during that time to the  Fidelity  VIP Money
Market Sub-Account.  Since state laws differ as to the consequences of returning
a Policy,  you should refer to your Policy for specific  information  about your
circumstances.

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

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

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

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

(2) when trading on the NYSE is restricted or an emergency exists, as determined
by  the  SEC,  so  that  disposal  of  the  Separate  Account's  investments  or
determination of the value of its net assets is not reasonably practicable; or

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

                                       24
<PAGE>

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

                             DEDUCTIONS AND CHARGES

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

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

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

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

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

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

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

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

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

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

EXAMPLE:
<S>                                                                                         <C>
Face Amount................................................................            $1,000,000
Death Benefit Option.......................................................                     1
Policy Value on the Prior Monthly Deduction Day............................               300,000
Younger Insured Person's Attained Age......................................                    45
Corridor Percentage........................................................                  215%
Death Benefit..............................................................            $1,000,000
</TABLE>


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

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

                                       25
<PAGE>

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

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

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

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

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

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

DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES. We are not currently  maintaining a
provision for taxes.  In the future,  however,  we may establish a provision for
taxes if we  determine,  in our sole  discretion,  that we will incur a tax as a
result of the operation of the Separate Account. We will deduct for any taxes we
incur as a result of the  operation of the Separate  Account,  whether or not we
previously made a provision for taxes and whether or not it was sufficient.  Our
status under the Tax Code is briefly described on page 28 below.

PORTFOLIO  EXPENSES.  You  indirectly  bear  the  charges  and  expenses  of the
Portfolios  whose shares are held by the  Subaccounts to which you allocate your
Policy  Value.  The table on page 6  contains  a summary  of those  charges  and
expenses  for 1999.  For more  detailed  information  about  those  charges  and
expenses,  please refer to the Prospectuses for the appropriate  Portfolios.  We
may receive  compensation from the investment  advisers or administrators of the
Portfolios  in  connection   with   administrative   service  and  cost  savings
experienced by the investment advisers or administrators.

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

INITIAL  SURRENDER  CHARGE.  When we issue your Policy, we determine the initial
surrender  charge.  The initial  surrender  charge depends on the Face Amount of
your Policy and the Insured Persons' ages at issue, sex, and underwriting status
as smokers or non-smokers. For example, if the Insured Persons are a male age 55
and a female age 55_ and the Face  Amount of coverage  is  $1,000,000  when your
Policy is issued, the initial Surrender Charge would be as follows:
<TABLE>
<CAPTION>
<S>                                                                                       <C>   C>
Both Non-Smokers...........................................................              $13,867.00
Both Smokers...............................................................              $23,975.00

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

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

                                       26
<PAGE>

issued. For example, the following surrender charge percentage rates would apply
if the younger Insured Person were 55 years old when your Policy was issued:

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

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

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

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

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

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

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

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

We will not assess a surrender  charge on surrenders  under  policies  issued to
employees  of  Lincoln  Benefit  Life  Company  or its  affiliates  Surety  Life
Insurance Company and Allstate Financial  Services,  L.L.C., or to their spouses
or minor children if these individuals reside in the State of Nebraska.

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

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

                            GENERAL POLICY PROVISIONS

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

In addition, we will send you the reports required by the 1940 Act. We will mail
you confirmation  notices or other  appropriate  notices of Policy  transactions
quarterly or more  frequently if required by law. You should  therefore  give us

                                       27
<PAGE>

prompt written notice of any address change. You should read your statements and
confirmations  carefully  and  verify  their  accuracy.  You  should  contact us
promptly with any questions.

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

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

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

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

You must request a change of  Beneficiary  on a form that we will provide.  Your
request for a change in Beneficiary or Contingent  Beneficiary  will take effect
when we receive  it,  effective  as of the date you  signed  the form.  Until we
receive  your change  instructions,  we are entitled to rely on your most recent
instructions in our files.  Accordingly,  we are not liable for making a payment
to the person shown in our files as the  Beneficiary  or treating that person in
any other respect as the Beneficiary,  even if instructions that we subsequently
receive from you seek to change your Beneficiaries effective as of a date before
we made the payment or took the action in question.

If you name more than one  Beneficiary,  we will divide the Death  Benefit among
your Beneficiaries  according to your most recent written  instructions.  If you
have not given us written  instructions,  we will pay the Death Benefit in equal
shares  to  the  Beneficiaries.  If one of the  Beneficiaries  dies  before  the
surviving  Insured  Person (or within 15 days  thereafter),  we will  divide the
Death Benefit among the Beneficiaries who then remain alive.

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

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

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

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

                                   TAX MATTERS

INTRODUCTION

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

Taxation of the Company and the Variable Account

Lincoln Benefit is taxed as a life insurance  company under Part I of Subchapter
L of the Internal  Revenue Code. The Separate  Account is not an entity separate
from Lincoln  Benefit and its operations  form a part of Lincoln  Benefit.  As a
consequence,  the Separate  Account will not be taxed separately as a "Regulated
Investment  Company"  under  Subchapter  M of the Code.  Investment  income  and
realized capital gains are automatically  applied to increase reserves under the
Policies.  Under  current  federal tax law,  Lincoln  Benefit  believes that the
Separate  Account  investment  income and realized net capital gains will not be
taxed to the extent  that such  income and gains are  applied  to  increase  the
reserves  under the  Policies.  Generally,  reserves  are amounts  that  Lincoln
Benefit is legally  required to accumulate  and maintain in order to meet future
obligations under the Policies. Lincoln Benefit does not anticipate that it will
incur any federal  income tax liability  attributable  to the Separate  Account.
Therefore,  we do not intend to make  provisions  for any such taxes.  If we are
taxed on investment income or capital gains of the Separate Account, then we may
impose a charge against the Separate Account in order to make provisions for any
such taxes.

                                       28
<PAGE>

Taxation of Contract Benefits

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

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

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

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

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

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

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

Modified Endowment Contracts

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

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

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);

                                       29
<PAGE>

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 includible in
your gross  income.  Lincoln  Benefit does not know what  standards  will be set
forth in any regulations or rulings which the Treasury  Department may issue. It
is possible that future  standards  announced by the Treasury  Department  could
adversely  affect the tax  treatment of your  contract.  We reserve the right to
modify the Policy as necessary  to attempt to prevent you from being  considered
the federal tax owner of the assets of the Separate Account. However, we make no
guarantee that such modification to the Policy will be successful.

                             DESCRIPTION OF LINCOLN
                          BENEFIT LIFE COMPANY AND THE
                                SEPARATE ACCOUNT

LINCOLN  BENEFIT  LIFE  COMPANY.  Lincoln  Benefit  Life Company is a stock life
insurance company organized under the laws of the state of Nebraska in 1938. Our
legal  domicile  and  principal  business  address is 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 and/or the Fixed Account.

Except  as  discussed  below  for  variable  contracts,  under  our  reinsurance
agreements with Allstate Life,  substantially all contract related  transactions
are  transferred  to  Allstate  Life.  Through  these  reinsurance   agreements,
substantially  all of the assets backing our reinsured  liabilities are owned by
Allstate Life.  Allstate Life's  commitments  under the  reinsurance  agreements
support our  general  account and  related  assets are  invested  and managed by
Allstate Life.  Accordingly,  except as discussed below for variable  contracts,
the results of operations  with respect to  applications  received and contracts
issued  by  Lincoln  Benefit  are not  directly  reflected  in our  consolidated
financial  statements.  The  amounts  reflected  in our  consolidated  financial
statements  directly  relate only to the  investment  of those assets of Lincoln
Benefit  that  are not  transferred  to  Allstate  Life  under  the  reinsurance
agreements.  While the reinsurance  agreements provide us with financial backing
from Allstate Life, they do not create a direct contractual relationship between
Allstate Life and you.

Under the  Company's  reinsurance  agreements  with Allstate  Life,  the Company
reinsures all reserve  liabilities  with Allstate Life except for those relating
to variable contracts (including the Policies).  The Company's variable contract
assets and liabilities  (other than those arising out of fixed interest benefits
such as the Fixed  Account)  are held in  legally-segregated  unitized  Separate
Accounts and are retained by the Company.  However,  the transactions related to
such variable contracts such as premiums,  expenses and benefits are transferred
to Allstate Life.

                                       30
<PAGE>

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

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

EXECUTIVE OFFICERS AND DIRECTORS OF LINCOLN BENEFIT. Our directors and executive
officers  are listed  below,  together  with  information  as to their  dates of
election and principal business occupations during the last five years (if other
than their present  occupation).  The principal  business address of each of the
officers and directors  listed below is 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;
President 2/93-4/94, Acordia.

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

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

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

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

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

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

J. SCOTT TAYLOR,  SENIOR VICE  PRESIDENT,  1999,  Director  10/99-present,  Vice
President  9/98-3/99,  Director of Sales Management  1/97-9/98,  Lincoln Benefit
Life  Company;   Director  of  Marketing  Development  1984-1997  Ameritas  Life
Insurance Corp.

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

CAROL  S.  WATSON,  SENIOR  VICE  PRESIDENT,  GENERAL  COUNSEL,  DIRECTOR  1992,
SECRETARY 1999, Assistant Secretary 1994-9/99.  Vice President & General Counsel
7/91-4/94,  Lincoln Benefit Life Company; Senior Vice President, General Counsel
& Corporate Secretary 1/98-present,  Senior Vice President,  General Counsel and
Assistant Secretary,  1/94-12/97,  Director 6/95-present,  Surety Life Insurance
Company;  President,  1996-1/99,  Director 5/93-1/99, Vice President and General
Counsel 1993-1995, Lincoln Benefit Financial Services, Inc.

                                       31
<PAGE>

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

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

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

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

SEPARATE  ACCOUNT.  Lincoln  Benefit Life Variable  Life Account was  originally
established  in 1990,  as a segregated  asset  account of Lincoln  Benefit.  The
Separate Account meets the definition of a "separate  account" under the federal
securities laws and is registered with the SEC as a unit investment  trust under
the Investment Company Act of 1940. The SEC does not supervise the management of
the Separate Account or Lincoln Benefit.

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

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

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

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

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

                       MARKET TIMING AND ASSET ALLOCATION

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

                            DISTRIBUTION OF POLICIES

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

ALFS,  Inc.  ("ALFS")  located at 3100 Sanders Road,  Northbrook,  IL 60062-7154
serves  as  principal  underwriter  of the

                                       32
<PAGE>

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

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

                                LEGAL PROCEEDINGS

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

                                  LEGAL MATTERS

All matters of Nebraska law pertaining to the Policy,  including the validity of
the Policy  and our right to issue the  Policy  under  Nebraska  law,  have been
passed upon Carol S.  Watson,  Senior  Vice  President  and  General  Counsel of
Lincoln  Benefit.  The  Washington,  D.C.  law  firm  of  Jorden,  Burt,  Boros,
Cicchetti,  Berenson and Johnson has advised Lincoln Benefit about certain legal
federal securities law matters in connection with the Policies.

                             REGISTRATION STATEMENT

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

                                     EXPERTS

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

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

                              FINANCIAL STATEMENTS

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

                                       33
<PAGE>


                                LINCOLN BENEFIT LIFE
                                VARIABLE LIFE ACCOUNT

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

                                      F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

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

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

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

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

/s/ Deloitte & Touche LLP

Chicago, Illinois
March 27, 2000

                                      F-2
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ and # of shares in thousands)

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

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

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

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

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

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

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

                                      F-3
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

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

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

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

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

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

See notes to financial statements.

                                       F-4
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

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

See notes to financial statements.

                                       F-5
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

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

See notes to financial statements.

                                       F-6
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-7
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-8
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-9
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-10
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-11
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

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

See notes to financial statements.

                                      F-12
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-13
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                      F-14
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-15
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

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

See notes to financial statements.

                                       F-16
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

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

See notes to financial statements.

                                       F-17
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

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

See notes to financial statements.

                                       F-18
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

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

See notes to financial statements.

                                       F-19
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

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

See notes to financial statements.

                                       F-20
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

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

See notes to financial statements.

                                       F-21
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-22
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

INCREASE (DECREASE) IN NET ASSETS                        516          3        495          12

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

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

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

See notes to financial statements.

                                       F-23
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

See notes to financial statements.

                                       F-24
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

See notes to financial statements.

                                       F-25
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

See notes to financial statements.

                                      F-26
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

See notes to financial statements.

                                       F-27
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

See notes to financial statements.

                                       F-28
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-29
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

See notes to financial statements.

                                       F-30
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

See notes to financial statements.

                                       F-31
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

See notes to financial statements.

                                      F-32
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-33
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-34
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-35
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-36
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-37
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

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

($ in thousands)

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

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

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

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

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

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

See notes to financial statements.

                                       F-38
<PAGE>
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.  ORGANIZATION

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

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

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

                                       F-39
<PAGE>
1.  ORGANIZATION (CONTINUED)

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

3.  EXPENSES

    PREMIUM TAX CHARGE AND PREMIUM EXPENSE CHARGE - Upon receipt of each premium
    payment and before allocation to the policy value, Lincoln Benefit deducts
    2.5% of the premium to pay state premium taxes. For the Consultant and
    Consultant SL policies, Lincoln Benefit also deducts a premium expense
    charge which partially compensates for its sales expenses, including agent
    commissions as well as certain federal taxes and other expenses related to
    the receipt of premiums.

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

                                       F-40
<PAGE>
4.  UNITS ISSUED AND REDEEMED

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

                                      F-41
<PAGE>
<TABLE>
<CAPTION>
                                                      INVESTOR'S SELECT CONTRACTS
                                               -----------------------------------------

                                                                         ACCUMULATION
                                                UNITS OUTSTANDING         UNIT VALUE
                                                DECEMBER 31, 1999     DECEMBER 31, 1999
                                               --------------------   ------------------
<S>                                            <C>                    <C>
Investments in Janus Aspen Series
 Sub-Accounts:
  Flexible Income                                      93,734               $15.71
  Balanced                                            459,118                28.27
  Growth                                              936,578                35.43
  Aggressive Growth                                   796,055                52.60
  Worldwide Growth                                  1,259,221                39.77
Investments in IAI Retirement Funds, Inc.
 Sub-Accounts:
  Regional                                            133,143                20.75
  Reserve                                              15,314                12.16
  Balanced                                             51,610                16.95
Investments in Fidelity Variable Insurance
 Products Fund II Sub-Accounts:
  Asset Manager                                       342,551                18.26
  Contrafund                                          892,289                21.98
  Index 500
Investments in Fidelity Variable Insurance
 Products Fund Sub-Accounts:
  Money Market                                      1,481,004                13.01
  Equity-Income                                     1,102,485                23.51
  Growth                                            1,018,748                34.81
  Overseas                                            361,245                20.36
Investments in Federated Insurance Management
 Series Sub-Accounts:
  High Income Bond Fund II                            229,685                15.20
  Utility Fund II                                     149,015                18.78
  U.S. Government Securities Fund II                  101,250                12.90
Investment in Scudder Variable Life
 Investment Fund Sub-Account:
  Bond                                                 66,056                12.73
Investments in Alger American Fund
 Sub-Accounts:
  Growth                                               1,375             116,066       (24,584)
  Income and Growth                                    1,400              58,432       (13,788)
  Leveraged AllCap                                        36              89,229       (16,239)
  MidCap Growth                                          254              62,049       (28,522)
  Small Capitalization                                 1,035              49,313       (19,265)
Investments in Janus Aspen Series
 Sub-Accounts:
  Flexible Income                                        359              51,381       (15,887)
  Balanced                                            33,546             159,739       (27,005)
  Growth                                               3,633             219,075       (39,394)
  Aggressive Growth                                      855             161,136       (54,421)
  Worldwide Growth                                    17,720             262,028       (66,697)
Investments in Fidelity Variable Insurance
 Products Fund II Sub-Accounts:
  Asset Manager                                          159              24,831        (2,545)
  Contrafund                                          41,139             171,371       (27,079)
  Index 500                                            3,617             489,759       (98,988)
Investments in Fidelity Variable Insurance
 Products Fund Sub-Accounts:
  Money Market                                        44,535           2,029,000    (1,635,639)
  Equity-Income                                        2,280             126,764       (42,026)
  Growth                                               3,080             222,068       (68,598)
  Overseas                                                 -              73,623       (55,595)
Investments in Federated Insurance Management
 Series Sub-Accounts:
  High Income Bond Fund II                             2,181              64,461       (27,278)
  Utility Fund II                                          -              33,065       (11,293)
  U.S. Government Securities Fund II                      15              24,799       (10,837)
Investments in Scudder Variable Life
 Investment Fund Sub-Accounts:
  Bond                                                   118             104,770       (42,880)
  Balanced                                               289              40,265       (10,665)
  Growth and Income                                      299              19,621        (3,688)
  Global Discovery                                       259              13,973        (8,314)
  International                                          402              36,325       (20,966)
Investments in Strong Variable Insurance
 Funds, Inc. Sub-Accounts:
  Discovery Fund II                                        -              10,500        (5,691)
  Growth Fund II                                           -             122,046       (93,424)
Investment in Strong Opportunity Fund
 II, Inc. Sub-Account:
  Opportunity Fund II                                    171              21,676        (6,414)
Investment in T. Rowe Price International
 Series, Inc. Sub-Account:
  International Stock                                     10              23,560       (12,203)
Investments in T. Rowe Price Equity
 Series, Inc. Sub-Accounts:
  New America Growth                                     229               9,713        (2,519)
  Mid-Cap Growth                                         566              25,780        (2,428)
  Equity Income                                          489              26,562        (9,264)
Investments in MFS Variable Insurance Trust
 Sub-Accounts:
  Growth with Income Series                              266              52,113       (15,334)
  Research Series                                        337              36,202       (12,049)
  Emerging Growth Series                                 268              51,902       (15,590)
  Total Return Series                                  2,047              29,547        (5,006)
  New Discovery Series                                    23              86,444       (55,518)

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

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

                                       F-42
<PAGE>

INDEPENDENT AUDITORS' REPORT


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

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

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

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


/s/ Deloitte & Touche LLP

Chicago, Illinois
February 25, 2000

                                      F-1
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

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

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

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

COMMITMENTS AND CONTINGENT LIABILITIES  (NOTE 12)

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


See notes to consolidated financial statements.


                                      F-2
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME

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

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

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

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

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


See notes to consolidated financial statements.


                                       F-3
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

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

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

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

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

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


See notes to consolidated financial statements.


                                      F-4
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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

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

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


See notes to consolidated financial statements.


                                       F-5
<PAGE>

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

1.   GENERAL

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

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

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

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

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

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

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

                                       F-6
<PAGE>

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

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

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

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

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

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

Contracts  that do not subject  the Company to  significant  risk  arising  from
mortality  or  morbidity  are referred to as  investment  contracts.  Fixed rate
annuities,  market value  adjusted  annuities,  indexed  annuities and immediate
annuities  without  life  contingencies  are  considered  investment  contracts.
Deposits  received for such contracts are reported as deposits to contractholder
funds.  Contract  charge  revenue for investment  contracts  consists of charges
assessed against the contractholder account balance for contract  administration
and surrenders.  Contract benefits include interest credited and claims incurred
in excess of the related contractholder account balance.

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

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

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

                                       F-7
<PAGE>

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


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

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

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

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

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

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

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

                                       F-8
<PAGE>

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



3.   RELATED PARTY TRANSACTIONS

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

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

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

BUSINESS  OPERATIONS The Company utilizes  services provided by AIC and ALIC and
business  facilities  owned or leased,  and  operated by AIC in  conducting  its
business  activities.  The  Company  reimburses  AIC and ALIC for the  operating
expenses incurred on behalf of the Company.  The Company is charged for the cost
of these operating expenses based on the level of services  provided.  Operating
expenses,  including  compensation  and retirement  and other benefit  programs,
allocated to the Company  were  $26,418,  $45,940 and $34,947 in 1999,  1998 and
1997,  respectively.  Of these costs,  the Company  retains  investment  related
expenses. All other costs are ceded to ALIC under reinsurance agreements.

4.   INVESTMENTS

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

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

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


                                       F-9
<PAGE>

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



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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>

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

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

                                       F-10
<PAGE>

                            LINCOLN BENEFIT LIFE COMPANY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              ($ IN THOUSANDS)
<TABLE>
<CAPTION>

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

</TABLE>


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

5.  FINANCIAL INSTRUMENTS

In the normal  course of  business,  the  Company  invests in various  financial
assets and incurs various  financial  liabilities.  The fair value  estimates of
financial  instruments  presented  on the  following  page  are not  necessarily
indicative  of the  amounts the  Company  might pay or receive in actual  market
transactions.  Potential  taxes  and  other  transaction  costs  have  not  been
considered in estimating fair value.  The disclosures that follow do not reflect
the fair  value  of the  Company  as a whole  since a  number  of the  Company's
significant   assets  (including   reinsurance   recoverables)  and  liabilities
(including traditional life and  interest-sensitive  life insurance reserves and
deferred  income taxes) are not  considered  financial  instruments  and are not
carried  at fair  value.  Other  assets  and  liabilities  considered  financial
instruments,  such as accrued  investment  income and cash,  are  generally of a
short-term nature. Their carrying values are assumed to approximate fair value.

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

<TABLE>
<CAPTION>

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

</TABLE>

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

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

<TABLE>
<CAPTION>

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

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

</TABLE>

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


                                           F-11

<PAGE>

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


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

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

<TABLE>
<CAPTION>

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

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

At December 31, contractholder funds consists of the following:


<TABLE>
<CAPTION>

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

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

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

7. REINSURANCE

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

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

Amounts  recoverable  from  reinsurers  are  estimated  based  upon  assumptions
consistent  with  those  used in  establishing  the  liabilities  related to the
underlying  reinsured  contracts.  Except for ALIC,  no single  reinsurer  had a
material  obligation to the Company nor is the Company's business  substantially
dependent upon any reinsurance contract.

                                 F-12

<PAGE>


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



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

<TABLE>
<CAPTION>

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

</TABLE>


8.  CORPORATION RESTRUCTURING

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

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

9.  INCOME TAXES

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

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

The Internal  Revenue  Service  ("IRS") has completed its review of the Allstate
Group's  federal income tax returns  through the 1993 tax year. Any  adjustments
that may result from IRS  examinations of tax returns are not expected to have a
material impact on the financial position,  liquidity or result of operations of
the Company.

                                      F-13

<PAGE>


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




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

<TABLE>
<CAPTION>

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

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

</TABLE>

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

<TABLE>
<CAPTION>

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

</TABLE>

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

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

<TABLE>
<CAPTION>

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

</TABLE>

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

10.  STATUTORY FINANCIAL INFORMATION

The Company's statutory capital and surplus was $153,632 and $146,842 at
December 31, 1999 and 1998, respectively. The Company's statutory net income
was $6,091, $7,201 and $6,665 for the years ended December 31, 1999, 1998 and
1997, respectively.
                                        F-14

<PAGE>


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


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

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

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

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

11.  OTHER COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>

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

</TABLE>

                                          F-15


<PAGE>

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


12.  COMMITMENTS AND CONTINGENT LIABILITIES

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

<TABLE>
<CAPTION>

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

</TABLE>

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

From time to time the Company is involved in pending and  threatened  litigation
in the normal  course of its business in which  claims for monetary  damages are
asserted. In the opinion of management,  the ultimate liability, if any, arising
from such pending or  threatened  litigation  is not expected to have a material
effect on the results of  operations,  liquidity  or  financial  position of the
Company.

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

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


13. SALE OF BUILDING

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


14. SUBSEQUENT EVENT

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


                                  F-16


<PAGE>

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

<TABLE>
<CAPTION>

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

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


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

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

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


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

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

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

</TABLE>

                                           F-17
<PAGE>

                                    APPENDIX
              ILLUSTRATIONS OF SURRENDER VALUES AND DEATH BENEFITS

The following tables illustrate how the Surrender Values and Death Benefits of a
Policy change with the investment experience of the Portfolios.  The tables show
how the Surrender Values and Death Benefits of a Policy covering Insured Persons
of a given age and  underwriting  risk  classification  and payment of specified
annual Premiums would vary over time if the investment return on the assets held
in the underlying  Portfolio(s) was a uniform,  gross,  after-tax annual rate of
0%, 6%, or 12%. The tables on pages A-2 and A-3  illustrate a Policy  covering a
male,  age 55 and a female age 55, a $1,000,000  Face Amount,  under a preferred
nonsmoker risk classification and Death Benefit Option 1.

The illustrations assume annual payment of $2,750.  Payment of this Premium each
year  would  guarantee  Death  Benefit  coverage  for ten years,  regardless  of
investment performance, assuming no loans or withdrawals are taken.

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

The  amounts  shown for the Death  Benefit,  Policy  Value and  Surrender  Value
reflect the fact that the net investment return of the Subaccounts is lower than
the gross,  after-tax return on the assets held in the Portfolios as a result of
expenses paid by the Portfolios and charges levied against the Subaccounts.  The
values shown take into account the average daily  investment  advisory fees paid
by the Portfolios,  which is equivalent to an average annual rate of .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. The illustrated  gross annual investment rates of
return of 0%, 6%, and 12%,  "Assuming  Current Costs"  correspond to approximate
net annual rates of -0.81%,  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 -0.81%,  5.19%,
and 11.19%,  respectively.  Also  reflected is our monthly  charge to the Policy
Value for assuming mortality and expense risks. The current charge for the first
fourteen Policy Years is an annual rate of .72% of the average net assets of the
Subaccounts,  with a  maximum  charge  of  .48%  of  average  daily  net  assets
thereafter.

The  hypothetical  values  shown in the tables do not  reflect  any  charges for
Federal  income taxes against the Separate  Account,  since we are not currently
making this charge.  However, this charge may be made in the future and, in that
event,  the gross annual  investment rate of return would have to exceed 0%, 6%,
and 12% by an amount  sufficient to cover the tax charge in order to produce the
Death  Benefits,  Policy  Values  and  Surrender  Values  illustrated  (see "Tax
Matters," page 28).

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

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


                          LINCOLN BENEFIT LIFE COMPANY
            FLEXIBLE PREMIUM "LAST SURVIVOR" VARIABLE LIFE INSURANCE
                           HYPOTHETICAL ILLUSTRATIONS

                      MALE ISSUE AGE 55 FEMALE ISSUE AGE 55

                             Face Amount $1,000,000
                            Annual Premium Paid $2750
                           Preferred Non-Smoker Class
                             Death Benefit Option 1
                              Current Charge Rates

                          DEATH BENEFIT

                 Assuming Hypothetical Gross and
                 Net Annual Investment Return of

      <S>           <C>             <C>                    <C>
     Policy       0% Gross        6% Gross             12% Gross
      Year      [-0.81%] Net    [5.19%] Net          [11.19%] Net
       1         1,000,000        1,000,000             1,000,000
       2         1,000,000        1,000,000             1,000,000
       3         1,000,000        1,000,000             1,000,000
       4         1,000,000        1,000,000             1,000,000
       5         1,000,000        1,000,000             1,000,000
       6         1,000,000        1,000,000             1,000,000
       7         1,000,000        1,000,000             1,000,000
       8         1,000,000        1,000,000             1,000,000
       9         1,000,000        1,000,000             1,000,000
       10        1,000,000        1,000,000             1,000,000
       15        1,000,000        1,000,000             1,000,000
       20        1,000,000        1,000,000             1,000,000
       25            *            1,000,000             1,000,000
       35            *                  *                     *
       45            *                  *                     *
</TABLE>

                                      A-1
<PAGE>

<TABLE>
<CAPTION>

                                  POLICY VALUE
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of
        <S>           <C>              <C>                          <C>
      Policy       0% Gross         6% Gross                     12% Gross
      Year        [-0.81%] Net     [5.19%] Net                  [11.19%] Net
       1              996                1,100                       1,205
       2            1,885                2,154                       2,438
       3            2,637                3,127                       3,667
       4            3,222                3,983                       4,858
       5            3,624                4,699                       5,990
       6            3,823                5,242                       7,030
       7            3,770                5,553                       7,916
       8            4,867                7,066                      10,118
       9            5,697                8,389                      12,287
       10           6,332                9,583                      14,490
       15           8,232               15,156                      28,146
       20           7,166               19,135                      47,857
       25             *                 14,702                      71,027
       35             *                    *                           *
       45             *                    *                           *
</TABLE>
<TABLE>
<CAPTION>


                                 SURRENDER VALUE
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of
       <S>            <C>                   <C>               <C>
      Policy       0% Gross              6% Gross          12% Gross
      Year        [-0.81%] Net          [5.19%] Net       [11.19%] Net
       1              0.00                  0.00               0.00
       2              0.00                  0.00               0.00
       3              0.00                  0.00               0.00
       4              0.00                  0.00               0.00
       5              0.00                  0.00               0.00
       6              0.00                  0.00               0.00
       7              0.00                  0.00               0.00
       8              0.00                  0.00              2,002
       9              0.00                 2,302              6,200
       10            1,260                 4,510              9,418
       15            8,232                15,156             28,146
       20            7,166                19,135             47,857
       25              *                  14,702             71,027
       35              *                     *                  *
       45              *                     *                  *
</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  asterisk
indicates lapse in the absence of additional Premium.

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

<TABLE>
<CAPTION>


                          LINCOLN BENEFIT LIFE COMPANY
            FLEXIBLE PREMIUM "LAST SURVIVOR" VARIABLE LIFE INSURANCE
                           HYPOTHETICAL ILLUSTRATIONS
                      MALE ISSUE AGE 55 FEMALE ISSUE AGE 55


                             Face Amount $1,000,000
                            Annual Premium Paid $2750
                           Preferred Non-Smoker Class
                             Death Benefit Option 1
                             Guaranteed Charge Rates

                          DEATH BENEFIT
                 Assuming Hypothetical Gross and
                 Net Annual Investment Return of
       <S>            <C>            <C>                  <C>
     Policy        0% Gross         6% Gross           12% Gross
      Year       [-0.81%] Net     [5.19%] Net        [11.19%] Net
       1           1,000,000        1,000,000          1,000,000
       2           1,000,000        1,000,000          1,000,000
       3           1,000,000        1,000,000          1,000,000
       4           1,000,000        1,000,000          1,000,000
       5           1,000,000        1,000,000          1,000,000
       6           1,000,000        1,000,000          1,000,000
       7           1,000,000        1,000,000          1,000,000
       8           1,000,000        1,000,000          1,000,000
       9           1,000,000        1,000,000          1,000,000
       10          1,000,000        1,000,000          1,000,000
       15               *                *                 *
       20               *                *                 *
       25               *                *                 *
       35               *                *                 *
       45               *                *                 *

</TABLE>

                                      A-2
<PAGE>

<TABLE>
<CAPTION>

                                  POLICY VALUE
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of
       <S>            <C>                    <C>                  <C>
      Policy       0% Gross                 6% Gross            12% Gross
      Year        [-0.81%] Net              [5.19%] Net       [11.19%] Net
       1                976                   1,079              1,183
       2              1,817                   2,083              2,362
       3              2,499                   2,980              3,509
       4              2,995                   3,735              4,587
       5              3,270                   4,304              5,552
       6              3,281                   4,631              6,341
       7              2,972                   4,643              6,875
       8              3,699                   5,721              8,563
       9              3,914                   6,332              9,900
       10             3,510                   6,337             10,728
       15               *                       *                   *
       20               *                       *                   *
       25               *                       *                   *
       35               *                       *                   *
       45               *                       *                   *
</TABLE>

<TABLE>
<CAPTION>

                                 SURRENDER VALUE
                         Assuming Hypothetical Gross and
                         Net Annual Investment Return of
       <S>           <C>               <C>            <C>
     Policy       0% Gross            6% Gross    12% Gross
     Year        [-0.81%] Net        [5.19%] Net  [11.19] Net
       1             0.00              0.00         0.00
       2             0.00              0.00         0.00
       3             0.00              0.00         0.00
       4             0.00              0.00         0.00
       5             0.00              0.00         0.00
       6             0.00              0.00         0.00
       7             0.00              0.00         0.00
       8             0.00              0.00          447
       9             0.00               245        3,813
       10            0.00             1,265        5,656
       15             *                 *            *
       20             *                 *            *
       25             *                 *            *
       35             *                 *            *
       45             *                 *            *
</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  asterisk
indicates lapse in the absence of additional Premium.

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

                                      A-3


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