LINCOLN BENEFIT LIFE CO
424B3, 2000-05-05
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                                FLEXIBLE PREMIUM
                 INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS
                                    ISSUED BY
                          LINCOLN BENEFIT LIFE COMPANY
                               IN CONNECTION WITH
                  LINCOLN BENEFIT LIFE VARIABLE ANNUITY 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  Contract is a deferred  annuity  contract  designed to aid you in long-term
financial  planning.  You may  purchase it on either a tax  qualified or non-tax
qualified basis.

Because  this is a  flexible  premium  annuity  contract,  you may pay  multiple
premiums.  We allocate your premium to the investment options under the Contract
and our Fixed Account in the proportions that you choose. The Contract currently
offers  twenty-one  investment  options,  each of which is a  subaccount  of the
Lincoln  Benefit  Life  Variable  Annuity  Account  ("Separate  Account").  Each
Subaccount invests exclusively in shares of one of the following Portfolios:

GOLDMAN SACHS VARIABLE  INSURANCE  TRUST:  CORE Small Cap Equity,  International
Equity

J.P. MORGAN SERIES TRUST II:  Small Company

LAZARD RETIREMENT SERIES, INC.:  Emerging Markets, International Equity

LSA VARIABLE SERIES TRUST: Focused Equity, Balanced, Growth Equity,  Disciplined
Equity, Value Equity, Emerging Growth Equity

THE INSTITUTIONAL  UNIVERSAL FUNDS, INC.  (FORMERLY KNOWN AS MORGAN STANLEY DEAN
WITTER UNIVERSAL FUNDS, INC.): Mid Cap Growth, MidCap Value, High Yield

OCC ACCUMULATION TRUST:  Equity, Small Cap

PIMCO VARIABLE  INSURANCE  TRUST:  StocksPLUS  Growth and Income,  Foreign Bond,
Total Return Bond, Money Market

SALOMON BROTHERS VARIABLE SERIES FUNDS:  Capital

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

Your Contract Value will vary daily as a function of the investment  performance
of the  Subaccounts  to  which  you have  allocated  Purchase  Payments  and any
interest credited to the Fixed Account. We do not guarantee any minimum Contract
Value for  amounts  allocated  to the  Subaccounts.  Benefits  provided  by this
Contract,  when  based on the  Fixed  Account,  are  subject  to a Market  Value
Adjustment,  which may result in an upward or downward  adjustment in withdrawal
benefits, death benefits, settlement values, and transfers to the Subaccounts.

You may not purchase a Contract if either you or the  Annuitant are 86 years old
or older before we receive your application.

In  certain  states  the  Contract  may be  offered  as a  group  contract  with
individual ownership represented by Certificates. The discussion of Contracts in
this prospectus  applies equally to Certificates  under group contracts,  unless
the content specifies otherwise.

This prospectus sets forth the information you ought to know about the Contract.
You should read it before investing and keep it for future reference.

We have filed a Statement of  Additional  Information  with the  Securities  and
Exchange Commission ("SEC"). The current Statement of Additional  Information is
dated May 1, 2000. The information in the Statement of Additional Information is
incorporated  by  reference  in this  prospectus.  You can obtain a free copy by
writing us or calling  us at the  telephone  number  given  above.  The Table of
Contents of the Statement of Additional  Information  appears on page 35 of this
prospectus.

At least  once  each  year we will  send you an  annual  statement.  The  annual
statement details values and specific information for your Contract. It does not
contain our financial statements.  Our financial statements are set forth in the
Statement  of  Additional  Information.  Lincoln  Benefit  will file  annual and
quarterly  reports and other information with the SEC. You may read and copy any
reports,  statements or other  information we file at the SEC's public reference
room in Washington,  D.C. You can obtain copies of these documents by writing to
the SEC and paying a duplicating fee. Please call the SEC at 1-800-SEC-0330  for
further  information as to the operation of the public  reference  room. Our SEC
filings  are  also   available   to  the  public  on  the  SEC   Internet   site
(http://www.sec.gov).



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

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES NOR HAS IT PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED OR PRECEDED BY CURRENT PROSPECTUSES
FOR THE  PORTFOLIOS  LISTED ABOVE.  IF ANY OF THESE  PROSPECTUSES  IS 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.

                 THE DATE OF THIS PROSPECTUS IS MAY 1, 2000.

                                        1
<PAGE>



                                TABLE OF CONTENTS

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

FEE TABLES.......................................................5

EXAMPLES.........................................................7

EXPLANATION OF FEE TABLES AND EXAMPLES...........................8

QUESTIONS AND ANSWERS ABOUT YOUR CONTRACT........................9

FINANCIAL INFORMATION............................................12

DESCRIPTION OF THE CONTRACTS.....................................13
Summary..........................................................13
Contract Owner...................................................13
Annuitant........................................................13
Modification of the Contract.....................................13
Assignment.......................................................13
Free Look Period.................................................13

PURCHASES AND CONTRACT VALUE.....................................13
Minimum Purchase Payment.........................................13
Automatic Payment Plan...........................................13
Credit Enhancement...............................................14
Allocation of Purchase Payments..................................14
Contract Value...................................................14
Separate Account Accumulation Unit Value.........................14
Transfer During Accumulation Period..............................14
Transfers Authorized by Telephone................................15
Automatic Dollar Cost Averaging Program..........................15
Portfolio Rebalancing............................................15

THE INVESTMENT AND FIXED ACCOUNT OPTIONS.........................16
Separate Account Investments.....................................16
The Portfolios...................................................16
Voting Rights....................................................18
Additions, Deletions, and Substitutions of Securities............18
The Fixed Account................................................19
General..........................................................19
Guaranteed Maturity Fixed Account Option.........................19
Market Value Adjustment..........................................20
Dollar Cost Averaging Fixed Account Option.......................20

ANNUITY BENEFITS.................................................21
Annuity Date.....................................................21
Annuity Options..................................................21
Other Options....................................................21
Annuity Payments: General........................................22
Variable Annuity Payments........................................22
Fixed Annuity Payments...........................................22
Transfers During Annuity Period..................................22
Death Benefit During Annuity Period..............................23
Certain Employee Benefit Plans...................................23

OTHER CONTRACT BENEFITS..........................................23
Death Benefit....................................................23
Enhanced Death Benefit Rider.....................................24
Beneficiary......................................................25
Contract Loans for 401(a), 401(k), and 403(b) Contracts..........25
Withdrawals (Redemptions)........................................26
Substantially Equal Periodic Payments............................27
Systematic Withdrawal Program....................................27
ERISA Plans......................................................27
Minimum Contract Value...........................................27

CONTRACT CHARGES.................................................27
Mortality and Expense Risk Charge................................28
Administrative Charges...........................................28
Contract Maintenance Charge......................................28
Administrative Expense Charge....................................28
Transfer Fee.....................................................28
Sales Charges....................................................28
Withdrawal Charge................................................28
Free Withdrawal..................................................29
Waiver Benefits..................................................29
General..........................................................29
Confinement Waiver Benefit.......................................29
Terminal Illness Waiver Benefit..................................30
Waiver of Withdrawal Charge for Certain Qualified Plan
 Withdrawals.....................................................30
Premium Taxes....................................................30
Deduction for Separate Account Income Taxes......................30
Other Expenses...................................................30

FEDERAL TAX MATTERS..............................................30
Taxation of Annuities in General.................................30
Tax Qualified Contracts..........................................32
Income Tax Withholding...........................................32

DESCRIPTION OF LINCOLN BENEFIT LIFE COMPANY AND THE SEPARATE
ACCOUNT..........................................................32
Lincoln Benefit Life Company.....................................32
Separate Account.................................................33
State Regulation of Lincoln Benefit..............................33

ADMINISTRATION...................................................33

MARKET TIMING AND ASSET ALLOCATION SERVICES......................34

DISTRIBUTION OF CONTRACTS........................................34

LEGAL PROCEEDINGS................................................34

LEGAL MATTERS....................................................34

                                       2
<PAGE>

ANNUAL REPORTS AND OTHER DOCUMENTS...............................34

REGISTRATION STATEMENT...........................................34

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.........35

APPENDIX A--ACCUMULATION UNIT VALUES.............................A-1
APPENDIX B--PORTFOLIOS AND PERFORMANCE DATA......................B-1
APPENDIX C--ILLUSTRATION OF A MARKET VALUE ADJUSTMENT............C-1

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  WE DO NOT  AUTHORIZE  ANYONE TO PROVIDE
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  PERIOD - The period,  beginning  on the Issue Date,  during  which
Contract Value builds up under your Contract.

ACCUMULATION  UNIT - A unit of  measurement  which we use to calculate  Contract
Value.

ANNUITANT  - The  natural  person on whose  life the  annuity  benefits  under a
Contract are based.

ANNUITIZATION - The process to begin annuity payments under the Contract.

ANNUITIZED  VALUE - The Contract Value  adjusted by any applicable  Market Value
Adjustment and less any applicable taxes.

ANNUITY DATE - The date on which annuity payments are scheduled to begin.

ANNUITY PERIOD - The period during which annuity  payments are paid. The Annuity
Period begins on the Annuity Date.

ANNUITY UNIT - A unit of  measurement  which we use to  calculate  the amount of
Variable Annuity payments.

BENEFICIARY(IES) - The person(s)  designated to receive any death benefits under
the Contract.

COMPANY ("WE," "US," "OUR," "LINCOLN BENEFIT") - Lincoln Benefit Life Company.

CONTRACT ANNIVERSARY - Each anniversary of the Issue Date.

CONTRACT  OWNER  ("YOU") - The  person(s)  having the  privileges  of  ownership
defined in the  Contract.  If your  Contract  is issued as part of a  retirement
plan, your ownership privileges may be modified by the plan.

CONTRACT VALUE - The sum of the values of your  interests in the  Subaccounts of
the Separate Account and the Fixed Account.

CONTRACT YEAR - Each  twelve-month  period  beginning on the Issue Date and each
Contract Anniversary.

CONTRIBUTION  YEAR - Each  twelve-month  period beginning on the date a Purchase
Payment is allocated to a Subaccount, or each anniversary of that date.

CREDIT  ENHANCEMENT  - An amount we add to your  Contract  Value when a Purchase
Payment is received.  Each Credit  Enhancement will be counted as earnings under
your Contract.

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

FIXED ANNUITY - A series of annuity payments that are fixed in amount.

GUARANTEE  PERIODS - A period of years for which we have  guaranteed  a specific
effective annual interest rate on an amount allocated to the Fixed Account.

ISSUE DATE - The date when the Contract becomes effective.

LATEST  ANNUITY DATE - The latest date by which you must begin annuity  payments
under the Contract.

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

MARKET  VALUE  ADJUSTMENT  - An  amount  added  to or  subtracted  from  certain
transactions involving your interest in the Fixed Account, to reflect the impact
of changing interest rates.

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

NON-QUALIFIED  PLAN - A  retirement  plan which  does not  receive  special  tax
treatment under Sections 401, 403(b), 408, 408A or 457 of the Tax Code.

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.

PURCHASE  PAYMENTS - Amounts paid to us as premium for the Contract by you or on
your behalf.

QUALIFIED PLAN - A retirement  plan which receives  special tax treatment  under
Sections  401,  403(b),  408 or 408A of the Tax Code or a deferred  compensation
plan for a state and local government or another tax exempt  organization  under
Section 457 of the Tax Code.

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

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

SURRENDER VALUE - The amount paid upon complete surrender of the Contract, equal
to the Contract Value, less any applicable premium taxes, Withdrawal Charge, and
the contract  maintenance  charge and increased or decreased by any Market Value
Adjustment.

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

TREASURY RATE - The U.S. Treasury Note Constant Maturity Yield for the preceding
week as reported in Federal Reserve Bulletin Release H.15.

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 and Annuity 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.

VARIABLE  ANNUITY - A series of annuity  payments  that vary in amount  based on
changes in the value of the  Subaccounts  to which your Contract  Value has been
allocated.

WITHDRAWAL  CHARGE - The  contingent  deferred sales charge that may be required
upon some withdrawals.

                                       4

<PAGE>

                                   FEE TABLES

CONTRACT OWNER TRANSACTION EXPENSES

Contingent Deferred Sales Charge -- Withdrawal Charge
(as a percentage of Purchase Payments)

CONTRIBUTION  APPLICABLE  CONTRIBUTION  APPLICABLE
    YEAR        CHARGE        YEAR        CHARGE
- ------------  ----------  ------------  ----------
     1            8%
    2-3           7%           7            4%
    4-5           6%           8            3%
     6            5%           9+           0

ANNUAL CONTRACT MAINTENANCE CHARGE (waived if total
Purchase Payments are greater than $50,000)....................  $   35.00
TRANSFER FEE (Applies solely to the second and
 subsequent transfers within a calendar month.
 We are currently waiving the transfer fee)....................  $   10.00
SEPARATE ACCOUNT EXPENSES (AS A PERCENTAGE OF
 DAILY NET ASSET VALUE DEDUCTED FROM EACH OF THE
 SUBACCOUNTS OF THE SEPARATE ACCOUNT)

        Mortality and Expense Risk Charge*.....................      1.30%
        Administrative Expense Charge..........................      0.10%
                                                                 ---------
        Total Separate Account Annual Expenses.................      1.40%

- ------------------------
*   If you select the Enhanced  Death Benefit  Rider,  the Mortality and Expense
    Risk  Charge  will be equal to 1.50% of your  Contract's  average  daily net
    assets in the Separate Account.

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

                                                                  MANAGEMENT FEE   RULE 12b-1 FEES  OTHER EXPENSES     TOTAL
                                                                  ---------         ---------        --------        -------
<S>                                                                    <C>                 <C>           <C>            <C>
GOLDMAN SACHS VARIABLE INSURANCE TRUST
   CORE Small Cap Equity (after                                        0.75%               0             0.25%          1.00%
      expense reductions)(1)
   International Equity (after expense                                 1.00%               0             0.35%          1.35%
      reductions)(1)

J.P. MORGAN SERIES TRUST II
   Small Company (after expense                                        0.60%               0             0.55%          1.15%
      reimbursement)(2)

LAZARD RETIREMENT SERIES, INC.
   Emerging Markets (after fee waivers and expense                     1.00%             0.25%           0.35%          1.60%
        reimbursements) (3)
   International Equity (after fee                                     0.75%             0.25%           0.25%          1.25%
     waivers and expense reimbursements) (3)

LSA VARIABLE TRUST
   Emerging Growth Equity (after                                       1.05%               0             0.30%          1.35%
     expense reductions or
     reimbursements)(4)
   Focused Equity (after                                               0.95%               0             0.30%          1.25%
     expense reductions or
     reimbursements)(4)
   Growth Equity (after expense                                        0.85%               0             0.30%          1.15%
     reductions or reimbursements)(4)
   Disciplined Equity (after                                           0.75%               0             0.30%          1.05%
     expense reductions or
     reimbursements)(4)
   Value Equity (after expense reductions                              0.80%               0             0.30%          1.10%
     or reimbursements)(4)
   Balanced (after expense reductions or                               0.80%               0             0.30%          1.10%
     reimbursements)(4)

THE INSTITUTIONAL UNIVERSAL FUNDS, INC. (FORMERLY KNOWN AS
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.)
   Mid Cap Growth (after fee waivers and                                 0                 0             1.05%          1.05%
     expense reimbursements) (7)
   Mid Cap Value (after fee waivers and                                0.43%               0              .62%          1.05%
     expense reimbursements) (7)
   High Yield (after fee waivers and                                   0.19%               0              .61%          0.80%
     expense reimbursements) (8)

OCC ACCUMULATION TRUST
   Equity                                                              0.80%               0             0.11%          0.91%
   Small Cap                                                           0.80%               0             0.09%          0.89%

                                       5
<PAGE>

                                                                  MANAGEMENT FEE   RULE 12b-1 FEES  OTHER EXPENSES     TOTAL

PIMCO VARIABLE INSURANCE TRUST
   StocksPLUS Growth and Income (after                                 0.40%               0             0.25%          0.65%
     expense reductions)(5)
   Foreign Bond (after expense                                         0.60%               0             0.50%          1.10%
     reductions) (5)
   Total Return Bond (after expense                                    0.40%               0             0.25%          0.65%
     reductions) (5)
   Money Market (after expense                                         0.30%               0             0.20%          0.50%
     reductions) (5)

SALOMON BROTHERS VARIABLE SERIES FUNDS
   Capital (after expense reductions)(6)                                 0                 0             1.00%          1.00%

</TABLE>
- --------------------------
(1)  The investment  advisers have  voluntarily  agreed to reduce or limit Other
     Expenses  (excluding  management  fees,  taxes,  interest,  brokerage fees,
     litigation, indemnification and other extraordinary expenses) to the extent
     such expenses  exceed the  percentage  reflected  above (as  calculated per
     annum) of each funds  respective  average  daily net assets.  Without  such
     reductions,  estimated  Other Expenses and estimated Total expenses for the
     period  ended  December 31, 2000 will be 0.75% and 1.50% for CORE Small Cap
     Equity, and 0.77% and 1.77% for International  Equity,  respectively.  Such
     expense  reductions  may be  discontinued  or  modified  by the  Investment
     Advisers in their  discretion at any time. The Fund's expenses are based on
     estimated expenses for the fiscal year December 31, 2000.

(2)  Without  reimbursement,  Other Expenses and Total Operating  Expenses would
     have been 1.97% and 2.57% for Small Company.There is no guarantee that such
     reimbursement will continue beyond December 31, 2000.

(3)  Effective  May 1, 1999,  the  investment  manager  agreed to waive its fees
     and/or  reimburse the  Portfolios  through  December 31, 2000 to the extent
     total Portfolio annual expenses exceed 1.60% for Emerging Markets and 1.25%
     for  International  Equity of the  Portfolios'  average  daily net  assets.
     Absent fee waivers and/or reimbursement,  Other Expenses and Total Expenses
     for the fiscal year ended December 31, 1999 would have been 8.34% and 9.59%
     for Emerging Markets, and 11.94% and 12.94% for International Equity.

(4)  The Manager has agreed to reduce Other  Expenses or reimburse  the Funds so
     that no Fund will incur  expenses  that  exceed  0.30% of its  assets.  The
     Portfolios   commenced  operations  with  the  offering  of  the  Contracts
     described  in this  Prospectus.  Without  these fee  reductions  or expense
     reimbursements,  Other  Expenses and Total  Expenses for the period  ending
     December 31, 1999 were 3.59% and 4.54% for Focused Equity,  3.80% and 4.60%
     for  Balanced,  3.53%  and  4.38% for  Growth  Equity,  1.84% and 2.59% for
     Disciplined  Equity,  3.76% and 4.56% for Value Equity, and 2.91% and 3.96%
     for Emerging Growth Equity,  respectively.  There is no guarantee that such
     reimbursement will continue beyond April 31, 2001.

(5)  The  investment  adviser  has  agreed to  reduce  its  administrative  fees
     included in Total  Expenses such that without the expense  reduction  Total
     Expenses would have been 0.65%,  1.25%,  0.69%,  and 1.27% for  StocksPLUS,
     Foreign Bond, Total Return Bond, and Money Market respectively.

(6)  The fund manager is currently  waiving all  management  fees and reimburses
     the fund for certain  expenses such that Total  Operating  Expenses for the
     Fund will not exceed 1.00%. Without such waivers and reductions, Management
     Fees,  Other Expenses and Total  Expenses  would have been .85%,  1.14% and
     1.99%  respectively  for the Capital Fund. The fund manager may discontinue
     this waiver at any time.

(7)  The  management  fee for each of the Portfolios is 0.75% for the first $500
     million in  assets,  0.70% for $500  million  to $1 billion in assets,  and
     0.65% for assets in excess of $1 billion.  The advisor has agreed to reduce
     its  management  fee and/or  reimburse the  Portfolios so that Total Annual
     Operating  expenses  of the  Portfolios  will not exceed  1.05%,  excluding
     certain investment related expenses such as foreign country tax expense and
     interest  expense on amounts  borrowed.  Without  such fee  reductions  and
     reimbursements, annualized Total Expenses for the period ended December 31,
     1999 would have been 1.37% for Mid Cap Value and 8.06% for Mid Cap  Growth.
     For fiscal period ended  December 31, 1999,  the adviser  received a fee of
     (net of fee  waivers)  0.43% for Mid Cap Value and 0.0% for Mid Cap Growth.
     Fee waivers and expense reimbursements may be terminated at any time.

(8)  The management fee for the portfolio is 0.50% for the first $500 million in
     assets,  0.45% for $500  million to $1  billion  in  assets,  and 0.40% for
     assets  in excess of $1  billion.  The  advisor  has  agreed to reduce  its
     management  fee  and/or  reimburse  the  Portfolio  so  that  Total  Annual
     Operating  expenses  of the  Portfolios  will not exceed  0.80%,  excluding
     certain investment related expenses such as foreign country tax expense and
     interest  expense on amounts  borrowed.  Without  such fee  reductions  and
     reimbursements, Total Expenses for the period ended December 31, 1999 would
     have been 1.11% for High Yield.  For fiscal year ended  December  31, 1999,
     the adviser  received a fee of (net of fee  waivers)  0.19% for High Yield.
     Fee waivers and expense reimbursements may be waived at any time.

                                       6
<PAGE>

EXAMPLES

IF YOU SURRENDER  YOUR CONTRACT AT THE END OF THE  APPLICABLE  TIME PERIOD,  YOU
WOULD PAY THE FOLLOWING  EXPENSES ON A $1,000  INVESTMENT,  ASSUMING A 4% CREDIT
ENHANCEMENT AND A 5% ANNUAL RETURN ON ASSETS.
<TABLE>
<CAPTION>

                            Sub-Account                                 1 Year       3 Years
   -----------------------------------------                            -------       --------

<S>                                                                      <C>           <C>
Goldman Sachs CORE Small Cap Equity                                      $95           $142
Goldman Sachs International Equity                                       $98           $152

J.P. Morgan Small Company                                                $96           $146

LAZARD Retirement Emerging Markets                                       $101          $159
LAZARD Retirement International Equity                                   $97           $149

LSA Focused Equity                                                       $97           $149
LSA Balanced                                                             $96           $145
LSA Growth Equity                                                        $96           $146
LSA Disciplined Equity                                                   $96           $143
LSA Value Equity                                                         $96           $145
LSA Emerging Growth Equity                                               $98           $152

THE INSTITUTIONAL UNIVERSAL FUNDS, INC. (FORMERLY KNOWN AS MORGAN        $96           $143
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.) Mid Cap Growth
THE INSTITUTIONAL UNIVERSAL FUNDS, INC. (FORMERLY KNOWN AS MORGAN        $96           $143
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.) Mid Cap Value
THE INSTITUTIONAL UNIVERSAL FUNDS, INC. (FORMERLY KNOWN AS MORGAN        $93           $136
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.) High Yield

OCC Equity                                                               $94           $140
OCC Small Cap                                                            $94           $139

PIMCO StocksPLUS Growth and Income                                       $92           $132
PIMCO Foreign Bond                                                       $96           $145
PIMCO Total Return Bond                                                  $92           $132
PIMCO Money Market                                                       $90           $128

Salomon Brothers Capital                                                 $95           $142
</TABLE>

                                       7
<PAGE>

If you  annuitize  or if you do not  surrender  your  contact  at the end of the
applicable  time  period,  you  would  pay the  following  expenses  on a $1,000
investment, assuming A 4% CREDIT ENHANCEMENT AND A 5% annual return on assets.
<TABLE>
<CAPTION>

                            Sub-Account                               1 Year        3 Years
- -----------------------------------------                            -------       --------

<S>                                                                      <C>            <C>
Goldman Sachs CORE Small Cap Equity                                      $25            $77
Goldman Sachs International Equity                                       $29            $87

J.P. Morgan Small Company                                                $27            $81

Lazard Retirement Emerging Markets                                       $31            $95
Lazard Retirement International Equity                                   $28            $84

LSA Focused Equity                                                       $28            $84
LSA Balanced                                                             $26            $80
LSA Growth Equity                                                        $27            $81
LSA Disciplined Equity                                                   $26            $78
LSA Value Equity                                                         $26            $80
LSA Emerging Growth Equity                                               $29            $87

THE INSTITUTIONAL UNIVERSAL FUNDS, INC. (FORMERLY KNOWN AS MORGAN        $26            $78
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.) Mid Cap Growth
THE INSTITUTIONAL UNIVERSAL FUNDS, INC. (FORMERLY KNOWN AS MORGAN        $26            $78
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.) Mid Cap Value
THE INSTITUTIONAL UNIVERSAL FUNDS, INC. (FORMERLY KNOWN AS MORGAN        $23            $71
STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.) High Yield

OCC Equity                                                               $24            $74
OCC Small Cap                                                            $24            $74

PIMCO StocksPLUS Growth and Income                                       $22            $66
PIMCO Foreign Bond                                                       $26            $80
PIMCO Total Return Bond                                                  $22            $66
PIMCO Money Market                                                       $20            $62

Salomon Brothers Capital                                                 $25            $77
</TABLE>
- -------------------------
* We will not  charge a  Withdrawal  Charge  on  Annuitization  if you  select a
Payment  Option  that  provides  payments  over at least  five years or over the
Annuitant's lifetime.

                     EXPLANATION OF FEE TABLES AND EXAMPLES

1. We have  included  the  table  and  examples  shown  above to  assist  you in
understanding  the costs and expenses  that you will bear directly or indirectly
by  investing  in the  Separate  Account.  The table  reflects  expenses  of the
Separate  Account as well as the  Portfolios.  For additional  information,  you
should read "Contract  Charges," which begins on page 27 below;  you should also
read the sections relating to expenses of the Portfolios in their  prospectuses.
The  examples do not include any taxes or tax  penalties  you may be required to
pay if you surrender your Contract. The examples assume that the fee waivers and
expense reimbursements discussed above will continue for the periods shown.

2. The examples  assume that you did not make any  transfers.  We are  currently
waiving the transfer fee, but in the future, we may decide to charge $10 for the
second and each subsequent  transfer within a calendar month.  Premium taxes are
not reflected.  Currently, we deduct premium taxes (which range from 0% to 3.5%)
from Contract Value upon full surrender, death or annuitization.

3. To reflect the contract  maintenance charge in the examples,  we estimated an
equivalent  percentage charge,  which we calculated by dividing the total amount
of contract  maintenance  charges  expected to be collected during a year by the
total  estimated  average net assets of the  Subaccounts  and the Fixed  Account
attributable to the Contracts.

4.  The examples reflect any Free Withdrawal Amounts.

NEITHER THE FEE TABLES NOR THE EXAMPLES SHOULD BE CONSIDERED  REPRESENTATIONS OF
PAST OR FUTURE EXPENSES.  YOUR ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. SIMILARLY,  THE ANNUAL RATE OF RETURN OF 5% ASSUMED IN THE EXAMPLE IS NOT
AN ESTIMATE OR GUARANTEE OF FUTURE INVESTMENT PERFORMANCE.

                                       8
<PAGE>
                              QUESTIONS AND ANSWERS
                               ABOUT YOUR CONTRACT

The  following  are answers to some of the  questions you may have about some of
the  more  important  features  of the  Contract.  The  Contract  is more  fully
described in the rest of the Prospectus. Please read the Prospectus carefully.

1. WHAT IS THE CONTRACT?

The Contract is a flexible premium deferred  variable  annuity  contract.  It is
designed for tax-deferred  retirement  investing.  The Contract is available for
non-qualified or qualified  retirement  plans.  The Contract,  like all deferred
annuity  contracts,  has two  phases:  the  Accumulation  Period and the Annuity
Period.  During the Accumulation  Period,  earnings accumulate on a tax-deferred
basis and are taxed as income when you make a  withdrawal.  The  Annuity  Period
begins  when you  begin  receiving  payments  under one of the  annuity  payment
options  described in the answer to Question 2. The amount of money  accumulated
under your Contract during the Accumulation Period will be used to determine the
amount of your annuity payments during the Annuity Period.

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. If we offer
additional  Subaccounts in the future,  we may limit your right to allocate your
Contract  Value to up to twenty-two  options  under the Contract,  counting each
Subaccount  and the  Fixed  Account  as one  option.  We will  treat all of your
Contract Value allocated to the Fixed Account as one option for purposes of this
limit, even if you have chosen more than one Guarantee Period. The value of your
Contract will depend on the investment  performance of the  Subaccounts  and the
amount of interest we credit to the Fixed Account.

Each Subaccount will invest in a single investment  portfolio (a "Portfolio") of
a mutual fund.  The  Portfolios  offer a range of  investment  objectives,  from
conservative  to  aggressive.  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 prospectuses for the Portfolios.

In some states,  you may also allocate all or part of your Contract Value to the
"Fixed Account", as described in the answer to Question 5.

2. WHAT ANNUITY OPTIONS DOES THE CONTRACT OFFER?

You may receive annuity payments on a fixed or a variable basis or a combination
of the two. We offer a variety of annuity options including:

o  a life annuity with payments guaranteed for five to twenty years;

o  a joint and full survivorship  annuity, with  payments guaranteed for five to
   twenty years; and

o  fixed payments for a specified period of five to thirty years.

Call us to inquire about other options.

You may change your  annuity  option at any time before  annuitization.  You may
select the date to annuitize the Contract. The date you select,  however, may be
no later than the later of the tenth  Contract  Anniversary  or the  Annuitant's
90th birthday.  If your Contract was issued in connection with a qualified plan,
different deadlines may apply.

If you select annuity  payments on a variable basis,  the amount of our payments
to you will be affected by the  investment  performance of the  Subaccounts  you
have selected.  The fixed portion of your annuity  payments,  on the other hand,
generally  will be equal in amount  to the  initial  payment  we  determine.  As
explained in more detail below, however, during the Annuity Period you will have
a limited  ability to change the relative  weighting of the Subaccounts on which
your  variable  annuity  payments  are based or to increase  the portion of your
annuity payments consisting of Fixed Annuity payments.

3. HOW DO I BUY A CONTRACT?

You can obtain a Contract  application from your Lincoln Benefit agent. You must
pay at least  $10,000  in  Purchase  Payments  during the first  Contract  Year.
Purchase  Payments  must be at least  $500,  unless you  enroll in an  automatic
payment  plan.  Your periodic  payments in an automatic  payment plan must be at
least $100 per month.  We may lower these  minimums at our sole  discretion.  We
will not issue a  Contract  to you if either you or the  Annuitant  is age 86 or
older before we receive your application.

4. WHAT ARE MY INVESTMENT CHOICES UNDER THE CONTRACT?

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

            Fund                       Portfolio(s)
- -----------------------------          -------------------------------------
- ----------------------------------------------------------------------------
Goldman Sachs Variable                 CORE Small Cap Equity
Insurance Trust                        International Equity

- ----------------------------------------------------------------------------
J.P. Morgan Series                      Small Company
Trust II
- ----------------------------------------------------------------------------
Lazard Retirement Series, Inc.          Emerging Markets
                                        International Equity
- ----------------------------------------------------------------------------
LSA Variable Series Trust               Focused Equity
                                        Balanced
                                        Growth Equity
                                        Disciplined Equity
                                        Value Equity
                                        Emerging Growth Equity
- ----------------------------------------------------------------------------

                                       9
<PAGE>
            Fund                       Portfolio(s)
- -----------------------------          -------------------------------------
The Institutional Universal             Mid Cap Growth
Funds, Inc. (Formerly Known             Mid Cap Value
as Morgan Stanley Dean Witter           High Yield
Universal Funds, Inc.)
- ----------------------------------------------------------------------------
OCC Accumulation Trust                 Equity
                                       Small Cap
- ----------------------------------------------------------------------------
PIMCO Variable Insurance Trust         StocksPLUS
                                       Foreign Bond
                                       Total Return Bond
                                       Money Market
- ----------------------------------------------------------------------------
Salomon Brothers Variable              Capital
Series Funds
- ----------------------------------------------------------------------------

Some of the Portfolios described in this Prospectus may not be available in your
Contract.

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.

5. WHAT IS THE FIXED ACCOUNT OPTION?

We offer two Fixed Account interest crediting options:  the Guaranteed  Maturity
Fixed Account Option and the Dollar Cost Averaging Fixed Account Option.

We will credit  interest to amounts  allocated to the Guaranteed  Maturity Fixed
Account Option at a specified rate for a specified  Guarantee Period. You select
the  Guarantee  Period  for each  amount  that you  allocate  to the  Guaranteed
Maturity  Fixed  Account  Option.  We will  tell you  what  interest  rates  and
Guarantee  Periods we are  offering  at a  particular  time.  At the end of each
Guarantee  Period,  you may select a new Guarantee Period from among the choices
we are then making  available or transfer or withdraw  the relevant  amount from
the Fixed Account without any Market Value Adjustment.

We may offer Guarantee  Periods ranging from one to ten years in length.  We are
currently  offering  Guarantee Periods of one, three, five, seven, and ten years
in length.  In the future we may offer Guarantee Periods of different lengths or
stop offering some Guarantee Periods.

We will not change the interest rate credited to a particular  allocation  until
the end of the relevant  Guarantee Period.  From time to time,  however,  we may
change  the  interest  rate that we offer to credit  to new  allocations  to the
Guaranteed Maturity Fixed Account Option and to amounts rolled over in the Fixed
Account for new Guarantee Periods.

In addition,  if you participate in our dollar cost averaging  program,  you may
designate  amounts to be held in the Dollar Cost Averaging  Fixed Account Option
until they are transferred  monthly to the  Subaccounts or Guarantee  Periods of
your  choosing.  When you  make an  allocation  to the  Fixed  Account  for this
purpose,  we will set an interest rate  applicable to that amount.  We will then
credit  interest  at  that  rate to  that  amount  until  it has  been  entirely
transferred to your chosen  Subaccounts or Guarantee  Periods.  We will complete
the transfers within one year of the allocation. In our discretion we may change
the rate that we set for new  allocations  to the Fixed  Account  for the dollar
cost  averaging  program.  We  will  never,  however,  set a rate  less  than an
effective annual rate of 3%.

A Market  Value  Adjustment  may  increase  or  decrease  the  amount of certain
transactions involving the Guaranteed Maturity Fixed Account, to reflect changes
in interest rates. As a general rule, we will apply a Market Value Adjustment to
the  following  transactions:  (1) when you withdraw  funds from the  Guaranteed
Maturity  Fixed  Account  Option in an amount  greater than the Free  Withdrawal
Amount  (which is  described in the answer to Question 6); (2) when you transfer
funds from the Guaranteed Maturity Fixed Account Option to the Subaccounts;  (3)
when you allocate part of your interest in the Guaranteed Maturity Fixed Account
Option  to a new  Guarantee  Period  before  the end of the  existing  Guarantee
Period;  (4)  when  you  annuitize  your  Contract;  and (5) when we pay a death
benefit.  We will not apply a Market Value  Adjustment to a  transaction  to the
extent that:  (1) it occurs  within 30 days after the end of a Guarantee  Period
applicable to the funds involved in the  transaction;  or (2) it is necessary to
meet IRS minimum  withdrawal  requirements.  We determine the amount of a Market
Value  Adjustment  using a formula  that takes into  consideration:  (1) whether
current  interest  rates  differ from  interest  rates at the  beginning  of the
applicable  Guarantee  Period;  and (2) how many years are left until the end of
the Guarantee  Period.  As a general rule, if interest  rates have dropped,  the
Market Value  Adjustment will be an addition;  if interest rates have risen, the
Market Value  Adjustment will be a deduction.  It is therefore  possible that if
you  withdraw an amount from the Fixed  Account  during a  Guarantee  Period,  a
Market  Value  Adjustment  may cause  you to  receive  less  than you  initially
allocated to the Fixed Account.

6. WHAT ARE MY EXPENSES UNDER THE CONTRACT?

CONTRACT  MAINTENANCE  CHARGE.  During  the  Accumulation  Period,  each year we
subtract an annual contract  maintenance  charge of $35 from your Contract Value
allocated  to the  Subaccounts.  We will waive this charge if you pay $50,000 or
more in Purchase  Payments or if you allocate all of your Contract  Value to the
Fixed Account.

During the Annuity  Period,  we will  subtract the annual  contract  maintenance
charge in equal parts from your annuity payments. We waive this charge if on the
Annuity Date your Contract Value is $50,000 or more or if all payments are Fixed
Annuity payments.

ADMINISTRATIVE EXPENSE CHARGE AND MORTALITY AND EXPENSE RISK CHARGE. We impose a
mortality  and expense  risk charge

                                       10
<PAGE>

at an annual  rate of 1.30% of average  daily net  assets and an  administrative
expense  charge at an annual rate of .10% of average  daily net  assets.  If you
select our optional enhanced death benefit rider,  however,  we may charge you a
higher  mortality  and expense risk charge.  These charges are assessed each day
during the Accumulation Period and the Annuity Period. We guarantee that we will
not raise these charges.

TRANSFER  FEE.  Although  we  currently  are not  charging a transfer  fee,  the
Contract permits us to charge you up to $10 per transfer for each transfer after
the first transfer in each month.

WITHDRAWAL CHARGE  (CONTINGENT  DEFERRED SALES CHARGE).  During the Accumulation
Period,  you may withdraw all or part of the value of your Contract  before your
death or, if the  Contract is owned by a company or other legal  entity,  before
the Annuitant's  death.  Certain  withdrawals may be made without payment of any
Withdrawal  Charge,   which  is  a  contingent  deferred  sales  charge.   Other
withdrawals are subject to the Withdrawal Charge.

The Withdrawal Charge will vary depending on how many complete years have passed
since you paid the Purchase  Payment  being  withdrawn.  The  Withdrawal  Charge
applies to each Purchase  Payment for eight  complete years from the date of the
Payment (each a "Contribution Year") as follows:

CONTRIBUTION  APPLICABLE
    YEAR        CHARGE
- ------------  ----------
     1            8%
    2-3           7%
    4-5           6%
     6            5%
     7            4%
     8            3%
     9+           0%

In determining  Withdrawal  Charges,  we will deem your Purchase  Payments to be
withdrawn on a first-in first-out basis.

Each year, free of Withdrawal  Charge or any otherwise  applicable  Market Value
Adjustment, you may withdraw the Free Withdrawal Amount, which equals:

    (a) the greater of:

        o earnings not previously withdrawn; or

        o 15%  of  your  total Purchase  Payments  made in the most recent eight
          years; plus

    (b) an amount  equal to your total  Purchase  Payments  made more than eight
years ago, to the extent not previously withdrawn.

In most  states,  we also may waive the  Withdrawal  Charge if you:  (1) require
long-term  medical or custodial care outside the home; or (2) are diagnosed with
a  terminal  illness.  These  provisions  will  apply to the  Annuitant,  if the
Contract is owned by a company or other legal  entity.  Additional  restrictions
and costs may apply to Contracts  issued in connection with qualified  plans. In
addition,  withdrawals  may trigger tax  liabilities  and penalties.  You should
consult with your tax counselor to determine what effect a withdrawal might have
on your tax liability. As described in the answer to Question 3, we may increase
or decrease certain withdrawals by a Market Value Adjustment.

PREMIUM TAXES.  Certain states impose a premium tax on annuity purchase payments
received by insurance companies.  Any premium taxes relating to the Contract may
be  deducted  from  Purchase  Payments  or the  Contract  Value  when the tax is
incurred or at a later time.  State  premium  taxes  generally  range from 0% to
3.5%.

OTHER  EXPENSES.  In addition to our charges under the Contract,  each Portfolio
deducts  amounts from its assets to pay its  investment  advisory fees and other
expenses.

7. HOW WILL MY INVESTMENT IN THE CONTRACT BE TAXED?

You should consult a qualified tax adviser for personalized answers.  Generally,
earnings under  variable  annuities are not taxed until amounts are withdrawn or
distributions  are  made.  This  deferral  of taxes  is  designed  to  encourage
long-term  personal  savings  and  supplemental  retirement  plans.  The taxable
portion of a withdrawal or distribution is taxed as ordinary income.

Special rules apply if the Contract is owned by a company or other legal entity.
Generally,  such an owner must  include in income any  increase in the excess of
the Contract  Value over the  "investment  in the  contract"  during the taxable
year.

8. DO I HAVE ACCESS TO MY MONEY?

At any time during the Accumulation  Period,  we will pay you all or part of the
value of your  Contract,  minus any  applicable  charge,  if you surrender  your
Contract or request a partial withdrawal.  Under some plans, you may also take a
loan against the value of your Contract.  Generally,  a partial  withdrawal must
equal at least $50, and after the withdrawal your remaining  Contract Value must
at least equal $500.

Although you have access to your money during the Accumulation  Period,  certain
charges,  such as the contract  maintenance  charge,  the Withdrawal Charge, and
premium tax charges, may be deducted on a surrender or withdrawal.  You may also
incur federal  income tax liability or tax penalties.  In addition,  if you have
allocated some of the value of your Contract to the Fixed Account, the amount of
your surrender  proceeds or withdrawal may be increased or decreased by a Market
Value Adjustment.

After  annuitization,  under certain  settlement  options you may be entitled to
withdraw the commuted value of the remaining payments.

                                       11
<PAGE>

9. WHAT IS THE DEATH BENEFIT?

We will pay a death  benefit  while  the  Contract  is in force and  before  the
Annuity  Date,  if the Contract  Owner dies,  or if the  Annuitant  dies and the
Contract Owner is not a natural person.  To obtain payment of the Death Benefit,
the  Beneficiary  must submit to us written  proof of death as  specified in the
Contract.

The standard death benefit is the greatest of the following:

(1) your total Purchase  Payments reduced  proportionately for any prior partial
withdrawals;

(2) your Contract Value;

(3) the amount you would have received by surrendering your Contract; or

(4) your Contract Value on each Contract Anniversary evenly divisible  by eight,
    increased by the total Purchase Payments since that anniversary and  reduced
    proportionately  by  any  partial  withdrawals  since  that anniversary.

We also offer an optional enhanced death benefit rider, which is described later
in this prospectus.

We will  determine the value of the death benefit on the day that we receive all
of the information that we need to process the claim.

10. WHAT ELSE SHOULD I KNOW?

ALLOCATION  OF PURCHASE  PAYMENTS.  You allocate your initial  Purchase  Payment
among the  Subaccounts and the Fixed Account in your Contract  application.  You
may make your allocations in specific dollar amounts or percentages,  which must
be  whole  numbers  that  add up to 100%.  When  you  make  subsequent  Purchase
Payments, you may again specify how you want your payments allocated.  If you do
not,  we will  automatically  allocate  the  payment  based on your most  recent
instructions.  You may not allocate Purchase Payments to the Fixed Account if it
is not available in your state.

CREDIT  ENHANCEMENTS.   We  will  credit  your  Contract  Value  with  a  Credit
Enhancement  of 4% of each  Purchase  Payment  before we allocate  that Purchase
Payment among the  Subaccounts or to the Fixed  Account.  We will deduct certain
Credit Enhancements from the amount paid you, if you cancel your Contract during
the free look  period.  The Credit  Enhancements  will be  allocated in the same
proportions as the corresponding Purchase Payment.

TRANSFERS. During the Accumulation Period, you may transfer Contract Value among
the  Subaccounts  and from the  Subaccounts  to the Fixed  Account.  If we offer
additional  Subaccounts in the future,  we may limit your right to allocate your
Contract Value to no more than twenty-two options under the Contract.  While you
may also transfer amounts from the Fixed Account,  a Market Value Adjustment may
apply. You may instruct us to transfer Contract Value by writing or calling us.

You may also use our Automatic  Dollar Cost  Averaging or Portfolio  Rebalancing
programs. 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 from the Dollar Cost
Averaging Fixed Account may be made monthly only. Transfers from Subaccounts may
be made monthly, quarterly, or annually.

Under the Portfolio Rebalancing program, you can maintain the percentage of your
Contract  Value  allocated to each  Subaccount  at a pre-set  level.  Investment
results will shift the balance of your Contract Value allocations.  If you elect
rebalancing,  we will  automatically  transfer your  Contract  Value back to the
specified  percentages  at  the  frequency  (monthly,  quarterly,  semiannually,
annually) that you specify. We will automatically  terminate this program if you
request a transfer outside of the program. You may not include the Fixed Account
in a Portfolio  Rebalancing  program.  You also may not elect  rebalancing after
annuitization.

During the  Annuity  Period,  you may not make any  transfers  for the first six
months after the Annuity  Date.  Thereafter,  you may make  transfers  among the
Subaccounts  or from the  Subaccounts  to increase your Fixed Annuity  payments.
Your  transfers,  however,  must be at  least  six  months  apart.  You may not,
however,  convert any portion of your right to receive  Fixed  Annuity  payments
into Variable Annuity payments.

FREE-LOOK  PERIOD.  You may cancel the  Contract by returning it to us within 10
days after you receive it, or after  whatever  longer period may be permitted by
state law. You may return it by delivering it or mailing it to us. If you return
the Contract,  the Contract  terminates and, in most states,  we will pay you an
amount equal to the Contract Value on the date we receive the Contract from you,
less any amount that we applied as a Credit  Enhancement to your  Contract.  The
Contract Value may be more or less than your Purchase Payments.  In some states,
we are  required to send you the amount of your  Purchase  Payments.  The amount
returned to you will always at least equal your Contract Value (minus any unpaid
loans)  less  the  Withdrawal  Charge.   Since  state  laws  differ  as  to  the
consequences  of  returning a Contract,  you should  refer to your  Contract for
specific information about your circumstances.

11. WHO CAN I CONTACT FOR MORE INFORMATION?

You can write to us at Lincoln  Benefit Life Company,  P.O. Box 82532,  Lincoln,
Nebraska 68501-2532, or call us at (800) 525-9287.

                          FINANCIAL INFORMATION

We have included the Separate  Account's  statement of net assets as of December
31, 1999 and the related  statements of operations for the year then ended,  and
the  statements of changes in net assets for each of the periods in the two year
period then ended which have been audited by Deloitte & Touche LLP,  independent
auditors,  in  the  Statement  of  Additional  Information.   The  Statement  of
Additional  Information also includes a brief  explanation of how performance of
the  Subaccounts is calculated.  We have included  Lincoln  Benefit's  financial
statements  in its Annual  Report on Form 10-K for the year ended  December  31,
1999, incorporated herein by reference.

                                       12
<PAGE>

                          DESCRIPTION OF THE CONTRACTS

SUMMARY.  The  Contract is a deferred  annuity  contract  designed to aid you in
long-term  financial  planning.  You may add to the  Contract  Value  by  making
additional  Purchase  Payments.  In addition,  the Contract Value will change to
reflect the  performance of the  Subaccounts to which you allocate your Purchase
Payments and your Contract Value, as well as to reflect Credit  Enhancements and
interest  credited to amounts  allocated to the Fixed Account.  You may withdraw
your  Contract  Value by making a partial  withdrawal  or by  surrendering  your
Contract. Upon annuitization, we will pay you benefits under the Contract in the
form of an annuity,  either for the life of the  Annuitant or for a fixed number
of years. All of these features are described in more detail below.

CONTRACT OWNER. As the Contract  Owner,  you are the person usually  entitled to
exercise all rights of ownership  under the  Contract.  You usually are also the
person entitled to receive benefits under the Contract or to choose someone else
to receive  benefits.  If your  Contract  was  issued  under a  Qualified  Plan,
however,  the Plan may limit or modify  your  rights  and  privileges  under the
Contract and may limit your right to choose someone else to receive benefits. We
will not issue a Contract to a purchaser  who has  attained age 86, or where the
Annuitant has attained age 86.

ANNUITANT.  The  Annuitant  is the  living  person  whose  life  span is used to
determine  annuity  payments.  You  initially  designate  an  Annuitant  in your
application.  You may change the Annuitant at any time before  annuity  payments
begin.  If your Contract was issued under a plan qualified under Section 403(b),
408 or 408A of the Tax Code, you must be the Annuitant. You may also designate a
Joint  Annuitant,  who is a second person on whose life annuity payments depend.
Additional restrictions may apply in the case of Qualified Plans. If you are not
the Annuitant and the Annuitant dies before annuity payments begin,  then either
you  become  the new  Annuitant  or you  must  name  another  person  as the new
Annuitant.  You must attest that the  Annuitant  is alive in order to  annuitize
your Contract.

MODIFICATION  OF THE  CONTRACT.  Only a Lincoln  Benefit  officer  may approve a
change in or waive any provision of the  Contract.  Any change or waiver must be
in  writing.  None of our  agents  has the  authority  to  change  or waive  the
provisions of the Contract.

We are  permitted  to change the terms of the  Contract  if it is  necessary  to
comply with changes in the law. If a provision  of the Contract is  inconsistent
with state law, we will follow state law.

ASSIGNMENT.  Before the Annuity Date,  if the Annuitant is still alive,  you may
assign a Contract issued under a Non-Qualified Plan that is not subject to Title
1 of the  Employee  Retirement  Income  Security  Act of  1974  ("ERISA").  If a
Contract is issued pursuant to a Qualified Plan or a Non-Qualified  Plan that is
subject  to Title 1 of  ERISA,  the law  prohibits  some  types of  assignments,
pledges and transfers and imposes  special  conditions on others.  An assignment
may also result in taxes or tax penalties.

We will not be bound by any  assignment  until we receive  written notice of it.
Accordingly,  until we receive written notice of an assignment, we will continue
to act as though the assignment had not occurred. We are not responsible for the
validity of any assignment.

BECAUSE OF THE  POTENTIAL  TAX  CONSEQUENCES  AND ERISA  ISSUES  ARISING FROM AN
ASSIGNMENT,  YOU SHOULD  CONSULT WITH AN ATTORNEY  BEFORE  TRYING TO ASSIGN YOUR
CONTRACT.

FREE LOOK  PERIOD.  You may cancel the  Contract by returning it to us within 10
days after you receive it, or within  whatever longer period may be permitted by
state law. You may return it by delivering it to your agent or mailing it to us.
If you return the Contract, the Contract terminates and, in most states, we will
pay you an  amount  equal  to the  Contract  Value on the  date we  receive  the
Contract  from you, less any amount that we applied as a Credit  Enhancement  to
your  Contract.  The  Contract  Value at that time may be more or less than your
Purchase Payments.  However, the amount returned to you will always be more than
your Contract Value (minus any unpaid loans) less the Withdrawal Charge.

In some states,  if you  exercise  your "free look"  rights,  we are required to
return the amount of your Purchase  Payments.  Currently,  if you live in one of
those states,  on the Issue Date we will  allocate your Purchase  Payment to the
Subaccounts and the Fixed Account Options as you specified in your  application.
However,  we reserve the right in the future to delay  allocating  your Purchase
Payments 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. During that time,
we will  allocate your  Purchase  Payment to the PIMCO Money Market  Subaccount.
Your Contract will contain specific  information  about your free-look rights in
your state.

                          PURCHASES AND CONTRACT VALUE

MINIMUM PURCHASE PAYMENT. The minimum initial Purchase Payment for a Contract is
$10,000. You may pay it in a lump sum or in installments of your choice over the
first Contract  Year. You may not pay more than $1 million in Purchase  Payments
without our prior approval.  As a general rule, subsequent Purchase Payments may
be made in amounts of $500 or more. Subsequent Purchase Payments made as part of
an Automatic  Payment Plan,  however,  may be as small as $100 per month. We may
lower these  minimums if we choose.  We may refuse any  Purchase  Payment at any
time.

AUTOMATIC PAYMENT PLAN. You may make scheduled Purchase Payments of $100 or more
per month by automatic  payment

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<PAGE>

through your bank account. Call or write us for an enrollment form.

CREDIT ENHANCEMENT. We will add a Credit Enhancement to your Contract Value when
each Purchase  Payment is received.  The Credit  Enhancement is payable from our
general  account.  The  amount of a Credit  Enhancement  is 4% of each  Purchase
Payment.  The Credit  Enhancement  will be allocated  among the  Subaccounts and
Fixed Account in the same  proportion  that the applicable  Purchase  Payment is
allocated.  The amount returned if the Contract Owner exercises his or her right
to return  the  Contract  during  your Free Look  period  will be reduced by any
Credit Enhancements applied.

Credit  Enhancements  are treated as  "earnings"  for  purposes  of  determining
Withdrawal  Charges  and free  withdrawal  amounts  on  surrenders  and  partial
withdrawals. Similarly, Credit Enhancements are not treated as an "investment in
the contract" for tax purposes.

ALLOCATION OF PURCHASE  PAYMENTS.  Your  Purchase  Payments are allocated to the
Subaccount(s)  and the Fixed Account in the proportions  that you have selected.
You must  specify  your  allocation  in your  Contract  application,  either  as
percentages  or  specific  dollar  amounts.  If  you  make  your  allocation  in
percentages,  the total  must  equal  100%.  We will  allocate  your  subsequent
Purchase  Payments  in  those  percentages,  until  you  give us new  allocation
instructions.  You may not allocate Purchase Payments to the Fixed Account if it
is not available in your state.

If we offer  additional  Subaccounts  in the future,  we may limit your right to
allocate  your  Purchase  Payments to up to  twenty-two  options,  counting each
Subaccount and the Fixed Account as one option. For this purpose,  we will treat
all of your  allocations to the Fixed Account as one option,  even if you choose
more than one Guarantee Period.

If your application is complete, we will issue your Contract within two business
days of its receipt at our P.O. Box shown on the first page of this  prospectus.
If your application for a Contract is incomplete, we will notify you and seek to
complete the application  within five business days. For example,  if you do not
fill in  allocation  percentages,  we will  contact  you to obtain  the  missing
percentages.  If we cannot complete your  application  within five business days
after we receive it, we will return your application and your Purchase  Payment,
unless you expressly permit us to take a longer time.

Usually,  we will allocate your initial  Purchase Payment to the Subaccounts and
the  Fixed  Account,  as you have  instructed  us, on the  Issue  Date.  We will
allocate your subsequent  Purchase  Payments on the date that we receive them at
the next computed Accumulation Unit Value.

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

We determine the number of Accumulation  Units in each Subaccount to allocate to
your Contract by dividing that portion of your Purchase  Payment  allocated to a
Subaccount by that  Subaccount's  Accumulation  Unit Value on the Valuation Date
when the allocation occurs.

CONTRACT  VALUE.  We will  establish an account for you and will  maintain  your
account during the Accumulation  Period. The total value of your Contract at any
time  is  equal  to the  sum of the  value  of your  Accumulation  Units  in the
Subaccounts  you have  selected,  plus the value of your  interest  in the Fixed
Account.

SEPARATE ACCOUNT  ACCUMULATION UNIT VALUE. As a general matter, the Accumulation
Unit Value for each Subaccount will rise or fall to reflect changes in the share
price of the Portfolio in which the Subaccount invests. In addition, we subtract
from Accumulation  Unit Value amounts  reflecting the mortality and expense risk
charge,  administrative  expense  charge,  and any provision for taxes that have
accrued  since we last  calculated  the  Accumulation  Unit Value.  We determine
Withdrawal  Charges,  transfer fees and contract  maintenance charges separately
for each  Contract.  They do not affect  Accumulation  Unit Value.  Instead,  we
obtain payment of those charges and fees by redeeming Accumulation Units.

We determine a separate  Accumulation  Unit Value for each  Subaccount.  We also
determine a separate set of Accumulation  Unit Values reflecting the cost of the
enhanced  death  benefit  rider.  If we elect or are required to assess a charge
for taxes,  we may  calculate a separate  Accumulation  Unit Value for Contracts
issued in  connection  with  Non-Qualified  and Qualified  Plans,  respectively,
within  each  Subaccount.  We  determine  the  Accumulation  Unit Value for each
Subaccount Monday through Friday on each day that the New York Stock Exchange is
open for business.

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 Accumulation Unit Value of
the corresponding Subaccount and, therefore, your Contract Value.

TRANSFER DURING  ACCUMULATION  PERIOD.  During the Accumulation  Period, you may
transfer  Contract Value among the Fixed Account and the  Subaccounts in writing
or by telephone.  Currently,  there is no minimum transfer amount.  The Contract
permits us to set a minimum  transfer  amount in the

                                       14
<PAGE>

future.  You may not make a transfer that would result in your  allocating  your
Contract Value to more than twenty-two options under the Contract at one time.

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 office for business on certain days  immediately
preceding  or  following  certain  national  holidays  when the NYSE is open for
business.  For calendar year 2000,  our office 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.

If you transfer an amount from the Fixed Account to a Subaccount  before the end
of the  applicable  Guarantee  Period  or you  allocate  an  amount in the Fixed
Account  to a new  Guarantee  Period  before the end of the  existing  Guarantee
Period,  we usually  will  increase  or  decrease  the amount by a Market  Value
Adjustment.  The  calculation  of the Market  Value  Adjustment  is described in
"Market Value Adjustment" on page 20 below.

Transfers  within 30 days after the end of the applicable  Guarantee  Period are
not subject to a Market Value Adjustment.

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

You may not transfer Contract Value into the Dollar Cost Averaging Fixed Account
Option.  You may not transfer  Contract  Value out of the Dollar Cost  Averaging
Fixed Account Option except as part of a Dollar Cost Averaging program.

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.

We may charge you the  transfer  fee  described  on page 28 below,  although  we
currently 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.

AUTOMATIC  DOLLAR  COST  AVERAGING  PROGRAM.  Under our  Automatic  Dollar  Cost
Averaging  program,  you may  authorize us to transfer a fixed dollar  amount at
fixed  intervals  from the  Dollar  Cost  Averaging  Fixed  Account  Option or a
Subaccount of your  choosing,  including  other  Subaccounts  or the  Guaranteed
Maturity Fixed Account Option.  The interval  between  transfers from the Dollar
Cost Averaging Fixed Account may be monthly only. The interval between transfers
from Subaccounts 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.  However,  if you wish to  Dollar  Cost
Average to a Guaranteed  Maturity Fixed Account Option,  the minimum amount that
must be  transferred  into any one Option is $500. We may change this minimum or
grant  exceptions.  If you elect this  program,  the first  transfer  will occur
twenty  five  days  after  your  Issue  Date.  You may not use the  Dollar  Cost
Averaging program to transfer amounts from the Guaranteed Maturity Fixed Account
Option.

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 transfers under a Dollar
Cost  Averaging  program.  We will not  charge a transfer  fee for  Dollar  Cost
Averaging.

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.

PORTFOLIO  REBALANCING.   Portfolio  Rebalancing  allows  you  to  maintain  the
percentage  of your  Contract  Value  allocated to each  Subaccount at a pre-set
level. For example,  you could specify that 30% of your Contract Value should be
in the LSA Focused  Equity,  40% in the LSA Balanced and 30% in LSA  Disciplined
Equity.  Over time, the variations in each Subaccount's  investment results will
shift the  balance  of your  Contract  Value  allocations.  Under the  Portfolio
Rebalancing  feature,  each period, if the allocations  change from your desired
percentages,  we will automatically  transfer your Contract Value, including new
Purchase  Payments (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
Contract Value allocated to the better performing segments.

                                       15
<PAGE>

You may choose to have rebalances  made monthly,  quarterly,  semi-annually,  or
annually until your Annuity Date.  Portfolio  Rebalancing is not available after
you annuitize.  We will not charge a transfer fee for Portfolio Rebalancing.  We
will  automatically  terminate this option if you request any transfers  outside
the  Portfolio  Rebalancing  program.  If  you  wish  to  resume  the  Portfolio
Rebalancing  after it has been canceled,  then you must complete a new Portfolio
Rebalancing  form and send it to our home office.  You may not include the Fixed
Account in a Portfolio Rebalancing program.

You may request  Portfolio  Rebalancing  at any time before your Annuity Date by
submitting a completed  written request to us at the P.O. Box 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. In your
request,  you may  specify a date for your first  rebalancing.  If you specify a
date fewer than 30 days after your  Issue  Date,  your first  rebalance  will be
delayed  one  month.  If you  request  Portfolio  Rebalancing  in your  Contract
application  and do not  specify a date for your first  rebalancing,  your first
rebalance  will occur one  period  after the Issue  Date.  For  example,  if you
specify  quarterly  rebalancing,  your first  rebalance  will occur three months
after your Issue Date.  Otherwise,  your first rebalancing will occur one period
after we receive your completed  request form. All subsequent  rebalancing  will
occur at the intervals you have specified on the day of the month that coincides
with the same day of the month as your Contract Anniversary Date.

Generally,  you may change the allocation  percentages,  frequency, or choice of
Subaccounts  at any time. If your total  Contract  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.

                    THE INVESTMENT AND FIXED ACCOUNT OPTIONS

SEPARATE ACCOUNT INVESTMENTS

THE 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  consult  the  current
prospectuses  for the  Portfolios  for more  detailed and  complete  information
concerning  the  Portfolios.  If you do not have a  prospectus  for a Portfolio,
contact us and we will send you a copy. Appendix B contains a description of how
advertised performance data for the Subaccounts are computed.

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 their prospectuses before allocating amounts to the Subaccounts
of the Separate Account.

GOLDMAN SACHS VARIABLE INSURANCE TRUST

CORE SMALL CAP EQUITY FUND (investment adviser:  Goldman Sachs Asset Management)
seeks  long-term  growth of capital through a broadly  diversified  portfolio of
equity  securities of U.S.  issuers which are included in the Russell 2000 Index
at the time of investment.

INTERNATIONAL  EQUITY FUND (investment  adviser:  Goldman Sachs Asset Management
International)  seeks  long-term  capital  appreciation  through  investments in
equity  securities  of companies  that are  organized  outside the U.S. or whose
securities are principally traded outside the U.S.

J.P.  MORGAN  SERIES  TRUST  II  (investment  adviser:  J.P.  Morgan  Investment
Management Inc.)

SMALL COMPANY PORTFOLIO seeks to provide a high total return from a portfolio of
small company stocks.  The portfolio  invests primarily in small and medium U.S.
companies  whose market  capitalizations  are greater than $110 million and less
than  $1.5  billion,  typically  represented  by the  Russell  2000  Index.  The
portfolio  can  moderately  underweight  or  overweight  industries  against the
Russell  2000  Index's  industry  weightings  when it believes  it will  benefit
performance.

LAZARD RETIREMENT SERIES, Inc. (investment adviser:  Lazard Asset Management)

EMERGING MARKETS PORTFOLIO seeks long-term capital appreciation.  This Portfolio
invests  primarily in equity  securities of non-United  States  companies  whose
principal  activities  are in  emerging  market  countries  that the  Investment
Adviser  believes are undervalued  based on their  earnings,  cash flow or asset
values.

INTERNATIONAL  EQUITY  PORTFOLIO  seeks  long-term  capital  appreciation.  This
Portfolio  invests primarily in equity securities of non-United States companies
whose total  market value is more than $1 billion  that the  Investment  Adviser
believes are undervalued based on their earnings, cash flow or asset values.

LSA VARIABLE SERIES TRUST (manager:  LSA Asset Management LLC)

EMERGING GROWTH EQUITY (investment adviser: RS Investment Management L.Y.) seeks
to provide capital  appreciation  through investing in smaller,  rapidly growing
emerging companies.

FOCUSED EQUITY FUND (investment adviser:  Morgan Stanley Asset Management) seeks
to provide capital appreciation by investing primarily in equity securities.

                                       16
<PAGE>

GROWTH EQUITY FUND (investment adviser: Goldman Sachs Asset Management) seeks to
provide long-term growth of capital.

DISCIPLINED EQUITY FUND (investment adviser:  J.P. Morgan Investment  Management
Inc.)  seeks  to  provide  a  consistently  high  total  return  from a  broadly
diversified portfolio of equity securities with risk characteristics  similar to
the Standard & Poor's 500 composite Stock Index.

VALUE EQUITY FUND  (investment  adviser:  Salomon Brothers Asset Management Inc)
seeks to provide  long-term growth of capital with current income as a secondary
objective.

BALANCED FUND (investment adviser: OpCap Advisor) seeks to provide a combination
of growth of capital  and  investment  income  (growth of capital is the primary
objective) by investing in a mix of equity and debt.

THE INSTITUTIONAL  UNIVERSAL FUNDS, INC.  (FORMERLY KNOWN AS MORGAN STANLEY DEAN
WITTER UNIVERSAL FUNDS, INC.) (investment  adviser:  Miller Anderson & Sherrerd,
LLP)

MID CAP GROWTH PORTFOLIO seeks long-term  capital growth by investing  primarily
in common  stocks of companies  with  capitalizations  in the range of companies
included in the S&P MidCap 400 Index (currently $500 million to $6 billion). The
Portfolio  Manager  focuses on  companies  that  demonstrate  one or more of the
following characteristics:  high earnings growth rates, growth stability, rising
profitability  and the ability to produce earnings that consistently beat market
expectations.

MID CAP VALUE PORTFOLIO seeks  above-average total return over a market cycle of
three to five years by investing  primarily in common  stocks of companies  with
capitalizations  in the range of companies  included in the S&P MidCap 400 Index
(currently  $500 million to $6 billion).  The  Portfolio  purchases  stocks that
typically do not pay  dividends.  The Adviser  analyzes  securities  to identify
stocks that are  undervalued,  and measures the relative  attractiveness  of the
Portfolio's current holdings against potential purchases.

HIGH YIELD  PORTFOLIO  seeks  above-average  total return over a market cycle of
three to five years by investing  primarily in high yield  securities  (commonly
referred to as "junk bonds").  The Portfolio also may invest in investment grade
fixed  income  securities,   including  U.S.  Government  securities,   mortgage
securities, and corporate bonds.

OCC ACCUMULATION TRUST (investment adviser:  OpCap Advisors)

EQUITY  PORTFOLIO seeks long term capital  appreciation.  The Portfolio  invests
primarily in equity securities listed on the New York Stock Exchange.

SMALL CAP PORTFOLIO seeks capital appreciation.  The Portfolio invests primarily
in equity securities of companies with market capitalizations under $1 billion.

PIMCO  VARIABLE   INSURANCE  TRUST  (investment   adviser:   Pacific  Investment
Management Company)

STOCKSPLUS  GROWTH AND INCOME  PORTFOLIO  seeks to achieve a total  return which
exceeds the total return  performance  of the S&P 500. The Portfolio  invests in
common  stocks,  options,  futures,  options on futures and swaps.  Under normal
market conditions,  the Portfolio invests substantially all of its assets in S&P
500  derivatives,  backed  by a  portfolio  of  fixed  income  instruments.  The
Portfolio uses S&P 500  derivatives in addition to or in place of S&P 500 stocks
to attempt to equal or exceed the performance of the S&P 500.

FOREIGN  BOND  PORTFOLIO  seeks  to  maximize  total  return,   consistent  with
preservation of capital and prudent investment management. The Portfolio invests
under  normal  circumstances  at  least  85%  of  its  assets  in  fixed  income
instruments of issuers located outside the United States,  representing at least
three  foreign  countries,   which  may  be  represented  by  futures  contracts
(including related options) with respect to such securities, and options on such
securities.  The Portfolio  will normally  hedge at least 75% of its exposure to
foreign currency.

TOTAL RETURN BOND  PORTFOLIO  seeks to maximize  total return,  consistent  with
preservation of capital and prudent investment management. The Portfolio invests
under normal circumstances at least 65% of its assets in a diversified portfolio
of fixed  income  instruments  of  varying  maturities.  The  average  portfolio
duration of this  Portfolio  will normally vary within a three- to six-year time
frame based on the Adviser's forecast for interest rates.

MONEY MARKET  PORTFOLIO seeks to obtain maximum  current income  consistent with
preservation  of capital and daily  liquidity.  The  Portfolio  also attempts to
maintain  a stable  net asset  value of $1.00 per  share,  although  there is no
assurance that it will be successful in doing so.

SALOMON BROTHERS  VARIABLE SERIES FUNDS  (investment  adviser:  Salomon Brothers
Asset Management)

CAPITAL FUND seeks capital  appreciation through investment and securities which
the manager believes have above-average capital appreciation potential. The Fund
invests  primarily in equity securities of U.S.  Companies.  These companies may
range in size from established  large  capitalization  (over 5 billion in market
capitalization) companies to small capitalization (less than 1 billion in market
capitalization) companies at the beginning of their life cycles.

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

                                       17
<PAGE>

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 Purchase Payments you allocate to a Subaccount to
purchase  shares in the  corresponding  Portfolio  and will redeem shares in the
Portfolios to meet Contract  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.

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

VOTING RIGHTS.  As a general matter,  you do not have a direct right to vote the
shares of the  Portfolios  held by the  Subaccounts  to which you have allocated
your Contract  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. We will also provide proxy materials or other
information  to  assist  you in  understanding  the  matter  at  issue.  We will
determine the number of shares 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,  before the Annuity Date, you are the person entitled to give
voting  instructions.  After  the  Annuity  Date,  the  payee  is  that  person.
Retirement  plans,  however,  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 Contract. If you do not send us
written  instructions,  we will vote the shares attributable to your Contract in
the  same  proportions  as we  vote  the  shares  for  which  we  have  received
instructions from other Contract 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 Contract Owners.

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

ADDITIONS,  DELETIONS, AND SUBSTITUTIONS OF SECURITIES.  If the shares of any of
the Portfolios are no longer available for investment by the Separate Account or
if, in the judgment of our Board of Directors,  further investment in the shares
of a Portfolio is no longer appropriate in view of the purposes of the Contract,
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 Purchase
Payments under the Contract. 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;

                                       18
<PAGE>

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

(e)  to change the way in which we assess  charges, as long as the total charges
do not exceed the maximum  amount that may be charged the  Separate  Account and
the Portfolios in connection with the Contracts.

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

THE FIXED ACCOUNT

GENERAL.  You may allocate  part or all of your  Purchase  Payments to the Fixed
Account in states where it is available.  Amounts allocated to the Fixed Account
become part of the general assets of Lincoln Benefit.  Allstate Life invests the
assets of the general  account in accordance  with applicable laws governing the
investments of insurance company general accounts.  The Fixed Account may not be
available  in all  states.  Please  contact  us at  1-800-525-9287  for  current
information.

GUARANTEED MATURITY FIXED ACCOUNT OPTION. We will credit interest to each amount
allocated to the  Guaranteed  Maturity  Fixed Account Option at a specified rate
for a  specified  Guarantee  Period.  You select the  Guarantee  Period for each
amount that you allocate to this option.  We will declare the interest rate that
we will  guarantee  to credit to that  amount for that  Guarantee  Period.  Each
amount  allocated to a Guarantee Period under this option must be at least $500.
We reserve the right to limit the number of  additional  Purchase  Payments that
may be allocated to this option.

We will tell you what interest rates and Guarantee  Periods we are offering at a
particular time. We may offer Guarantee Periods ranging from one to ten years in
length.  We will  decide in our  discretion  which  Guarantee  Periods to offer.
Currently,  we offer Guarantee Periods of one, three, five, seven and ten years.
In the  future we may offer  Guarantee  Periods  of  different  lengths  or stop
offering some Guarantee Periods.

We will credit  interest  daily to each amount  allocated to a Guarantee  Period
under this option at a rate which  compounds to the  effective  annual  interest
rate that we declared at the beginning of the applicable  Guarantee  Period.  We
will not change the interest rate credited to a particular  allocation until the
end of the relevant  Guarantee Period.  We may declare different  interest rates
for Guarantee Periods of the same length that begin at different times.

The  following  example  illustrates  how a Purchase  Payment  allocated to this
option  would  grow,  given an assumed  Guarantee  Period and  effective  annual
interest rate:

EXAMPLE

Purchase Payment                        $10,000
Guarantee Period                        5 years
Effective Annual Rate                     4.50%
Credit Enhancement                         $400

<TABLE>
<CAPTION>

                              END OF CONTRACT YEAR

                                       YEAR 1      YEAR 2      YEAR 3      YEAR 4      YEAR 5
                                     ----------  ----------  ----------  ----------  ----------
<S>                                  <C>         <C>         <C>         <C>         <C>
Beginning Contract Value             $10,400.00
  X (1 + Effective Annual Rate)        X  1.045
                                      ---------
                                     $10,868.00

Contract Value at end of Contract Year           $10,868.00
  X (1 + Effective Annual Rate)                    X  1.045
                                                  ---------
                                                 $11,357.06

Contract Value at end of Contract Year                       $11,357.06
  X (1 + Effective Annual Rate)                                X  1.045
                                                              ---------
                                   $11,868.13

Contract Value at end of Contract Year                                   $11,868.13
  X (1 + Effective Annual Rate)                                            X  1.045
                                                                          ---------
                                                                         $12,402.19

Contract Value at end of Contract Year                                                $12,402.19
  X (1 + Effective Annual Rate)                                                         X  1.045
                                                                                       ---------
                                                                                      $12,960.29

</TABLE>

Total Interest Credited During Guarantee Period = $2,560.29 ($12,960.29-$10,400)

NOTE: This example assumes no withdrawals  during the entire five year Guarantee
Period. If you were to make a partial withdrawal, you might be required to pay a
Withdrawal  Charge and the amount withdrawn might be increased or decreased by a
Market Value  Adjustment.  The  hypothetical  interest rate is for  illustrative
purposes  only  and is not  intended  to  predict  future  interest  rates to be
declared under the Contract.

                                       19
<PAGE>

We have no specific  formula for  determining  the rate of interest that we will
declare  initially or in the future.  We will set those  interest rates based on
relevant  factors  such as  then  current  interest  rates,  regulatory  and tax
requirements, our sales commission and administrative expenses, general economic
trends, and competitive factors.  For current interest rate information,  please
contact us at 1-800-525-9287.

WE WILL DETERMINE THE INTEREST RATES TO BE DECLARED IN OUR SOLE  DISCRETION.  WE
CAN NEITHER PREDICT NOR GUARANTEE WHAT THOSE RATES WILL BE IN THE FUTURE.

At the end of each Guarantee  Period,  we will mail you a notice asking you what
to do with the  relevant  amount,  including  the accrued  interest.  During the
30-day period after the end of the Guarantee Period, you may:

(1) take no action. If so, we will automatically keep the relevant amount in the
Guaranteed  Maturity Fixed Account Option.  The new Guarantee Period will be the
same  length as the  expiring  Guarantee  Period  and will  begin on the day the
previous  Guarantee  Period ends. The new interest rate will be our then current
declared rate for Guarantee Periods of that length; or

(2) allocate the relevant Contract Value to one or more new Guarantee Periods of
your choice in the Guaranteed  Maturity Fixed Account Option.  The new Guarantee
Period(s)  will begin on the day the previous  Guarantee  Period  ends.  The new
interest  rate  will be our  then  current  declared  rate for  those  Guarantee
Periods; or

(3) instruct us to transfer  all or a portion of the  relevant  amount to one or
more  Subaccounts.  We will  effect  the  transfer  on the day we  receive  your
instructions.  We will not  adjust the  amount  transferred  to include a Market
Value Adjustment; or

(4)  withdraw  all or a  portion  of  the  relevant  amount  through  a  partial
withdrawal.  You may be required  to pay a  Withdrawal  Charge,  but we will not
adjust the amount  withdrawn  to include a Market Value  Adjustment.  The amount
withdrawn will be deemed to have been withdrawn on the day the Guarantee  Period
ends.

Under our  Automatic  Laddering  Program,  you may choose,  in  advance,  to use
Guarantee Periods of the same length for all renewals in the Guaranteed Maturity
Fixed  Account  Option.  You can  select  this  program  at any time  during the
Accumulation  Period,  including  on the Issue Date.  We will apply  renewals to
Guarantee Periods of the selected length until you direct us in writing to stop.
We may stop offering this program at any time.

MARKET  VALUE  ADJUSTMENT.  We may  increase  or  decrease  the  amount  of some
transactions  involving your interest in the  Guaranteed  Maturity Fixed Account
Option to include a Market Value Adjustment.  The formula for determining Market
Value Adjustments  reflects changes in interest rates since the beginning of the
relevant  Guarantee  Period.  As a result,  you will bear some of the investment
risk on amounts allocated to the Guaranteed Maturity Fixed Account Option.

As a general  rule,  we will apply a Market Value  Adjustment  to the  following
transactions involving your Fixed Account balance:

(1) when you withdraw funds from the Guaranteed Maturity Fixed Account Option in
an amount  greater  than the Free  Withdrawal  Amount,  as  described on page 29
below;

(2) when you transfer funds from the Guaranteed Maturity Fixed Account Option to
the Subaccounts;

(3) when you allocate  part of your  balance in the  Guaranteed  Maturity  Fixed
Account  Option  to a new  Guarantee  Period  before  the  end of  the  existing
Guarantee Period;

(4) when you annuitize your Contract; and

(5) when we pay a death benefit.

We will not apply a Market  Value  Adjustment  to a  transaction,  to the extent
that:  (1) it  occurs  within  30  days  after  the  end of a  Guarantee  Period
applicable  to  the  funds  involved  in the  transaction;  or  (2)  you  make a
withdrawal  to satisfy the IRS'  required  minimum  distribution  rules for this
Contract.

The formula for calculating  Market Value Adjustments is set forth in Appendix C
to this prospectus,  which also contains  additional examples of the application
of the  Market  Value  Adjustment.  This  formula  primarily  compares:  (1) the
Treasury Rate at the time of the relevant  transaction  for a maturity  equal in
length  to the  relevant  Guarantee  Period;  and (2) the  Treasury  Rate at the
beginning  of the  Guarantee  Period  for a  maturity  equal  in  length  to the
Guarantee  Period.  Generally,  if the  Treasury  Rate at the  beginning  of the
Guarantee  Period is higher than the  corresponding  current Treasury Rate, then
the  Market  Value  Adjustment  will  increase  the  amount  payable  to  you or
transferred.  Similarly,  if the Treasury Rate at the beginning of the Guarantee
Period is lower than the  corresponding  current  Treasury Rate, then the Market
Value Adjustment will reduce the amount payable to you or transferred.

For  example,  assume  that you  purchased  a Contract  and  selected an initial
Guarantee Period of five years and the five-year Treasury Rate for that duration
is 4.50%.  Assume that at the end of three years, you make a partial withdrawal.
If, at that later time, the current  five-year  Treasury Rate is 4.20%, then the
Market Value  Adjustment  will be positive,  which will result in an increase in
the amount payable to you. Similarly,  if the current five-year Treasury Rate is
4.80%, then the Market Value Adjustment will be negative, which will result in a
decrease in the amount payable to you.

DOLLAR COST  AVERAGING  FIXED ACCOUNT  OPTION.  You may also  allocate  Purchase
Payments to the Dollar  Cost  Averaging  Fixed  Account  Option.  We will credit
interest to Purchase Payments allocated to this option for up to one year at the
current rate that we declare when you make the allocation.

                                       20
<PAGE>

The effective annual rate will never be less than 3%. You may not transfer funds
to this option from the  Subaccounts  or the  Guaranteed  Maturity Fixed Account
Option.  We will follow your  instructions  in  transferring  amounts  from this
option to the  Subaccounts or the Guaranteed  Maturity Fixed Account Option on a
monthly basis only, as described in "Automatic Dollar Cost Averaging Program" on
page 15 of this prospectus.

                                ANNUITY BENEFITS

ANNUITY  DATE.  You may  select  the  Annuity  Date,  which is the date on which
annuity payments are to begin, in your application. The Annuity Date must always
be the business day immediately following the tenth day of a calendar month.

The  Annuity  Date may be no later than the Latest  Annuity  Date.  As a general
rule, the Latest  Annuity Date is the later of the 10th Contract  Anniversary or
the  Annuitant's  90th  birthday.  If your  Contract  was issued  pursuant  to a
Qualified Plan, however, the Tax Code generally requires you to begin to take at
least a minimum distribution by the later of:

o  the year of your separation from service; or

o  April 1 of the calendar  year following the calendar year in which you attain
   age 70 1/2.

If your Contract is issued pursuant to Section 408 of the Tax Code  (traditional
IRAs),  you must begin taking minimum  distributions  by April 1 of the calendar
year  following  the  calendar  year in which you reach age 70 1/2.  No  minimum
distributions  are  required by the Tax Code for  Contracts  issued  pursuant to
Section 408A (Roth IRAs).

If you are in a Qualified  Plan,  we may require  you to  annuitize  by the date
required  by the Tax Code,  unless you show us that you are  meeting the minimum
distribution requirements in some other way.

If you do not select an Annuity Date, the Latest Annuity Date will automatically
become the Annuity Date. You may change the Annuity Date by writing to us at the
address given on the first page of the prospectus.

ANNUITY OPTIONS.  You may elect an Annuity Option at any time before the Annuity
Date.  As part of your  election,  you may choose  the length of the  applicable
guaranteed payment period within the limits available for your chosen Option. If
you do not select an Annuity  Option,  we will pay monthly  annuity  payments in
accordance with the applicable default Option. The default Options are:

o  Option A with 10 years (120 months) guaranteed,  if you have  designated only
   one Annuitant; and

o  Option B with 10 years (120 months) guaranteed,  if you have designated joint
   Annuitants.

You may freely change your choice of Annuity Option,  as long as you request the
change at least thirty days before the Annuity Date.

Three  Annuity  Options are  generally  available  under the  Contract.  Each is
available in the form of:

o  a Fixed Annuity;

o  a Variable Annuity; or

o  a combination of both Fixed and Variable Annuity.

The three Annuity Options are:

OPTION A, LIFE  ANNUITY  WITH  PAYMENTS  GUARANTEED  FOR 5 TO 20 YEARS.  We make
periodic payments at least as long as the Annuitant lives. If the Annuitant dies
before all of the guaranteed  payments have been made, we will pay the remaining
guaranteed payments to the Beneficiary.

OPTION B, JOINT AND  SURVIVOR  ANNUITY,  WITH  PAYMENTS  GUARANTEED  FOR 5 TO 20
YEARS. We make periodic payments at least as long as either the Annuitant or the
Joint  Annuitant is alive.  If both the  Annuitant  and the Joint  Annuitant die
before all of the guaranteed  payments have been made, we will pay the remaining
guaranteed payments to the Beneficiary.

OPTION C,  PAYMENTS FOR A SPECIFIED  PERIOD  CERTAIN OF 5 YEARS TO 30 YEARS.  We
make periodic  payments for the period you have chosen.  If the  Annuitant  dies
before all of the guaranteed  payments have been made, we will pay the remaining
guaranteed  payments to the Beneficiary.  If you elect this option,  and request
Variable Annuity payments, you may at any time before the period expires request
a lump sum payment,  subject to a Withdrawal Charge. We will charge a Withdrawal
Charge on any portion of your lump sum payment attributable to Purchase Payments
made within the prior eight years.  The amount of the Withdrawal  Charge will be
determined as described in "Withdrawal Charges" on page 28 below. If you elected
Variable Annuity  payments,  the lump sum payment after  Withdrawal  Charge will
depend on:

o    the investment results of the Subaccounts you have selected,
o    the Contract Value at the time you elected annuitization,
o    the length of the remaining period for which the payee would be entitled to
     payments.

No lump sum payment is available if you request Fixed Annuity  payments.  If you
purchased  your Contract  under a retirement  plan,  you may have a more limited
selection  of Annuity  Options to choose  from.  You  should  consult  your Plan
documents to see what is available.

You may not "annuitize"  your Contract for a lump sum payment.  Instead,  before
the Annuity Date you may surrender your Contract for a lump sum. As described on
page 20 above,  however,  we will subtract any applicable  Withdrawal Charge and
increase or decrease  your  surrender  proceeds by any  applicable  Market Value
Adjustment.

OTHER  OPTIONS.  We may have other  Annuity  Options  available.  You may obtain
information about them by writing or calling us.

                                       21
<PAGE>

If your Contract is issued under  Sections 401,  403(b),  408 or 408A of the Tax
Code, we will only make payments to you and/or your spouse.

ANNUITY  PAYMENTS:  GENERAL.  On the Annuity Date, we will apply the  Annuitized
Value of your  Contract  to the Annuity  Option you have  chosen.  Your  annuity
payments may consist of Variable Annuity payments or Fixed Annuity payments or a
combination of the two. We will determine the amount of your annuity payments as
described in "Variable Annuity Payments" and "Fixed Annuity Payments" on page 22
below.

You must notify us in writing at least 30 days  before the Annuity  Date how you
wish to  allocate  your  Annuitized  Value  between  Variable  Annuity and Fixed
Annuity  payments.  You must  apply at least  the  Contract  Value in the  Fixed
Account on the Annuity Date to Fixed Annuity payments.  If you wish to apply any
portion of your Fixed Account  balance to your Variable  Annuity  payments,  you
should  plan ahead and  transfer  that  amount to the  Subaccounts  prior to the
Annuity Date.  If you do not tell us how to allocate  your Contract  Value among
Fixed and Variable  Annuity  payments,  we will apply your Contract Value in the
Separate  Account to Variable  Annuity  payments and your Contract  Value in the
Fixed Account to Fixed Annuity payments.

Annuity payments begin on the Annuity Date. We make subsequent  annuity payments
on the tenth of the month or, if the NYSE is closed on that day, the next day on
which the NYSE is open for business.

Annuity  payments  will be made in  monthly,  quarterly,  semi-annual  or annual
installments  as you select.  If the amount  available to apply under an Annuity
Option is less than $5,000,  however,  and state law  permits,  we may pay you a
lump sum instead of the periodic payments you have chosen.  In addition,  if the
first  annuity  payment would be less than $50, and state law permits us, we may
reduce the  frequency  of payments so that the initial  payment will be at least
$50.

We may defer  for up to 15 days the  payment  of any  amount  attributable  to a
Purchase Payment made by check to allow the check reasonable time to clear.

YOU MAY NOT WITHDRAW  CONTRACT VALUE DURING THE ANNUITY PERIOD, IF WE ARE MAKING
PAYMENTS TO YOU UNDER ANY ANNUITY OPTION, SUCH AS OPTION A OR B ABOVE, INVOLVING
PAYMENT  TO THE  PAYEE  FOR LIFE OR ANY  COMBINATION  OF  PAYMENTS  FOR LIFE AND
MINIMUM GUARANTEE PERIOD FOR A PREDETERMINED NUMBER OF YEARS.

VARIABLE  ANNUITY  PAYMENTS.  One basic  objective of the Contract is to provide
Variable  Annuity  Payments  which will to some degree respond to changes in the
economic  environment.  The amount of your Variable Annuity Payments will depend
upon the investment  results of the Subaccounts  you have selected,  any premium
taxes,  the age and sex of the  Annuitant,  and the Annuity  Option  chosen.  We
guarantee  that  the  Payments  will not be  affected  by (1)  actual  mortality
experience, and (2) the amount of our administration expenses.

We cannot  predict  the total  amount of your  Variable  Annuity  payments.  The
Variable Annuity payments may be more or less than your total Purchase  Payments
because (a) Variable  Annuity  payments vary with the investment  results of the
underlying  Portfolios;  and (b) Annuitants may die before their  actuarial life
expectancy is achieved.

The length of any guaranteed  payment period under your selected  Annuity Option
will affect the dollar amounts of each Variable  Annuity  payment.  As a general
rule,  longer  guarantee  periods result in lower periodic  payments,  all other
things  being  equal.  For  example,  if a life  Annuity  Option with no minimum
guaranteed  payment  period is chosen,  the Variable  Annuity  payments  will be
greater than Variable  Annuity  payments  under an Annuity  Option for a minimum
specified period and guaranteed thereafter for life.

The  investment  results of the  Subaccounts  to which you have  allocated  your
Contract  Value  will also  affect  the  amount  of your  periodic  payment.  In
calculating  the amount of the  periodic  payments in the annuity  tables in the
Contract,  we assumed  an annual  investment  rate of 3 1/2%.  If the actual net
investment  return is less than the  assumed  investment  rate,  then the dollar
amount of the Variable Annuity payments will decrease.  The dollar amount of the
Variable  Annuity  payments will stay level if the net investment  return equals
the  assumed  investment  rate and the  dollar  amount of the  Variable  Annuity
payments  will  increase  if the  net  investment  return  exceeds  the  assumed
investment rate. You should consult the Statement of Additional  Information for
more detailed information as to how we determine Variable Annuity Payments.

FIXED  ANNUITY  PAYMENTS.  You may choose to apply a portion of your  Annuitized
Value to provide Fixed Annuity payments.  We determine the Fixed Annuity payment
amount by applying the  applicable  Annuitized  Value to the Annuity  Option you
have selected.

As a general rule,  subsequent Fixed Annuity payments will be equal in amount to
the initial  payment.  However,  as described in  "Transfers  During the Annuity
Period"  below,  after the  Annuity  Date,  you will have a limited  ability  to
increase the amount of your Fixed Annuity  payments by making transfers from the
Subaccounts.

We may defer making Fixed  Annuity  payments for a period of up to six months or
whatever  shorter time state law may require.  During the  deferral  period,  we
credit interest at a rate at least as high as state law requires.

TRANSFERS DURING THE ANNUITY PERIOD.  During the Annuity Period, you will have a
limited  ability to make  transfers  among the  Subaccounts  so as to change the
relative  weighting of the Subaccounts on which your Variable  Annuity  payments
will be based.  In addition,  you will have a limited

                                       22
<PAGE>

ability to make  transfers  from the  Subaccounts  to increase the proportion of
your  annuity  payments  consisting  of  Fixed  Annuity  payments.  You may not,
however,  convert any portion of your right to receive  Fixed  Annuity  payments
into Variable Annuity payments.

You may not make any  transfers for the first six months after the Annuity Date.
Thereafter,  you may make transfers among the Subaccounts or make transfers from
the Subaccounts to increase your Fixed Annuity payments.  Your transfers must be
at least six months apart.

DEATH BENEFIT DURING ANNUITY  PERIOD.  After annuity  payments  begin,  upon the
death of the  Annuitant  and any Joint  Annuitant,  we will  make any  remaining
annuity  payments  to the  Beneficiary.  The amount and number of these  annuity
payments  will  depend  on the  Annuity  Option  in  effect  at the  time of the
Annuitant's  death.  After the Annuitant's death, any remaining interest will be
distributed at least as rapidly as under the method of distribution in effect at
the Annuitant's death.

CERTAIN  EMPLOYEE BENEFIT PLANS. In some states,  the Contracts  offered by this
prospectus  contain  life  annuity  tables that  provide for  different  benefit
payments  to men and  women  of the  same  age.  In  certain  employment-related
situations,  however,  the U.S.  Supreme Court's  decision in ARIZONA  GOVERNING
COMMITTEE V. NORRIS  requires  employers to use the same annuity  tables for men
and women.  Accordingly,  if the  Contract is to be used in  connection  with an
employment-related retirement or benefit plan and we do not offer unisex annuity
tables in your state,  you should  consult with legal  counsel as to whether the
purchase of a Contract is appropriate under NORRIS.

                            OTHER CONTRACT BENEFITS

DEATH BENEFIT. We will pay a distribution on death, if:

(1) the Contract is in force;

(2) annuity payments have not begun; and

(3) either:

    (a) you die; or

    (b) if the  Contract  is owned by a   company  or other  legal  entity,  the
Annuitant dies.

Currently,  we will pay a  distribution  on death  equal in  amount to the Death
Benefit or Enhanced Death Benefit, as appropriate.  Under the Contract, however,
we have the right to pay a distribution  equal in amount to the Surrender  Value
unless:

(1) the  Beneficiary  chooses to receive the Death  Benefit in a lump sum within
180 days of the date of death; and

(2) the  Beneficiary  requests  that the Death Benefit be paid as of the date we
receive the completed claim for a distribution on death.

We currently are waiving this 180 day  limitation,  but we may enforce it in the
future.  If we do, we will calculate the  distribution  as of the earlier of the
requested distribution date or the fifth anniversary of the date of death.

We determine the Death Benefit as of the date we receive all of the  information
we need to process the Death Benefit claim. The standard Death Benefit under the
Contract is the greatest of the following:

(1) the total  Purchase  Payments,  less a withdrawal  adjustment  for any prior
partial withdrawals;

(2) the Contract Value on the date as of which we calculate the Death Benefit.

(3) the Surrender Value;

(4) the Contract Value on the eighth  Contract  Anniversary  and each subsequent
Contract Anniversary evenly divisible by eight,  increased by the total Purchase
Payments since that  anniversary and reduced by a withdrawal  adjustment for any
partial withdrawals since that anniversary.

The  withdrawal  adjustment for the Death Benefit will equal (a) divided by (b),
with the result multiplied by (c), where:

(a) = the withdrawal amount;

(b) = the Contract Value immediately before the withdrawal; and

(c) = the value of the applicable Death Benefit immediately before the
      withdrawal.

A claim for a distribution  on death must be submitted  before the Annuity Date.
As part of the claim, the Beneficiary must provide "Due Proof of Death". We will
accept the following documentation as Due Proof of Death:

o  a certified original copy of the Death Certificate;

o  a certified copy of a court decree as to the finding of death; or

o  a written statement of a medical doctor who attended the deceased at the time
   of death.

In addition, in our discretion we may accept other types of proof.

We will pay the Death  Benefit in a lump sum within  seven days of  receiving  a
completed claim for a distribution on death,  unless the Beneficiary selects one
of the other alternatives described below.

                                       23
<PAGE>

If the  Beneficiary is a natural  person,  the  Beneficiary  may choose from the
following alternative ways of receiving the distribution:

o    the Beneficiary may receive the distribution as a lump sum payment;

o    the  Beneficiary  may apply the  distribution  to receive a series of equal
     periodic payments over the life of the Beneficiary,  over a fixed period no
     longer  than the  Beneficiary's  life  expectancy,  or over the life of the
     Beneficiary  with payments  guaranteed  for a period not to exceed the life
     expectancy of the  Beneficiary  (the payments must begin within one year of
     the date of death); or

o    if there is only one  Beneficiary,  he or she may defer  payment  for up to
     five years from the date of death.  Any remaining funds must be distributed
     at the end of the  five-year  period.  An Annuitant  is necessary  for this
     option. If prior to your death you were the Annuitant, the Beneficiary will
     become the new Annuitant.

If your spouse is the Beneficiary, he or she may choose to continue the Contract
as the new Contract Owner. If your spouse chooses to continue the Contract,  the
following conditions apply:

(1)   On the day the Contract is continued, we will set the Contract Value equal
      to the Death Benefit or Enhanced Death Benefit, as appropriate, calculated
      as of the date on  which  we  receive  all of the  information  we need to
      process your spouse's  request to continue the Contract  after your death.
      Because the Death  Benefit and  Enhanced  Death  Benefit can never be less
      than the then current  Contract Value, our resetting the Contract will not
      cause the Contract  Value to  decrease.  During the  continuation  period,
      however,  the  Contract  Value will  continue  to  increase or decrease to
      reflect the investment  performance of the Subaccounts,  interest credited
      to the Fixed  Account,  and charges and expenses  under the  Contract,  as
      described in this prospectus.

(2)   Within one year of the date of death,  your spouse may  withdraw  one lump
      sum without  paying any  Withdrawal  Charge or incurring  any Market Value
      Adjustment;

(3)   During the  continuation  period,  currently we will pay a distribution on
      death  equal to the  Death  Benefit  or the  Enhanced  Death  Benefit,  as
      appropriate,  determined  as of the date on which we receive  due proof of
      your spouse's death. As described  above, we also reserve the right to pay
      a  distribution  equal in amount to the Surrender  Value as of the date on
      which we receive due proof of death.  The standard  Death Benefit  payable
      upon your spouse's  death will be calculated  using the formula  described
      above.  Thus,  the amount of the  distribution  on death may  increase  or
      decrease  during  the  continuation  period,  depending  on changes in the
      Contract Value and other  Contract  transactions  during the  continuation
      period.

(4)   If before your death you were the Annuitant, your surviving spouse becomes
      the Annuitant.

(5)   If you selected the Enhanced Death Benefit Rider or the Enhanced Death and
      Income Benefit  Rider,  that rider will continue  during the  continuation
      period.  Your  spouse  will be treated  as the  Contract  Owner  under the
      applicable Rider.

Your surviving spouse may also select one of the options listed above.

If the Beneficiary is a company or other legal entity, then the Beneficiary must
receive the Death  Benefit in a lump sum,  and the options  listed above are not
available.

Different  rules may apply to  Contracts  issued in  connection  with  Qualified
Plans.

ENHANCED  DEATH BENEFIT RIDER:  When you purchase your Contract,  you may select
the Enhanced Death Benefit Rider. In certain states, this benefit may be offered
as a benefit of the base  contract,  rather than as a separate  rider.  In those
states, the expense charge will remain the same for the benefit.  If you are not
an individual, the Enhanced Death Benefit applies only to the Annuitant's death.
If you select this  rider,  the Death  Benefit  will be the greater of the value
provided in your  Contract or the Enhanced  Death  Benefit.  The Enhanced  Death
Benefit will be the greater of the Enhanced  Death Benefit A and Enhanced  Death
Benefit B. As described  below,  we will charge a higher  mortality  and expense
risk charge if you select this Rider.

ENHANCED  DEATH  BENEFIT A. At issue,  Enhanced  Death Benefit A is equal to the
initial  Purchase  Payment.  After issue,  Enhanced  Death Benefit A is adjusted
whenever you pay a Purchase  Payment or make a withdrawal  and on each  Contract
Anniversary as follows:

o  When you pay a Purchase Payment, we will increase Enhanced Death Benefit A by
   the amount of the Purchase Payment;

o  When you make a withdrawal,  we will decrease  Enhanced  Death Benefit A by a
   withdrawal adjustment, as described below; and

o  On each Contract Anniversary,  we will set Enhanced  Death Benefit A equal to
   the greater of the  Contract  Value on that Contract Anniversary  or the most
   recently calculated Death Benefit A.

If you do not pay any  additional  purchase  payments  or make any  withdrawals,
Enhanced  Death  Benefit A will equal the highest of the  Contract  Value on the
Issue Date and all Contract  Anniversaries  prior to the date we  calculate  the
Death Benefit.

                                       24
<PAGE>

We will  continuously  adjust  Enhanced Death Benefit A as described above until
the oldest  Contract  Owner's 85th  birthday or, if the Contract  Owner is not a
living  individual,  the Annuitant's 85th birthday.  Thereafter,  we will adjust
Enhanced Death Benefit A only for Purchase Payments and withdrawals.

ENHANCED  DEATH BENEFIT B.  Enhanced  Death Benefit B is equal to (a) your total
Purchase Payments, (b) reduced by any withdrawal adjustments and (c) accumulated
daily at an effective  annual rate of 5% per year,  until:  (1) the first day of
the month  following  the oldest  Contract  owner's 85th  birthday or (2) if the
Contract  Owner is a  company  or  other  legal  entity,  the  Annuitant's  85th
birthday.  Thereafter,  we will only adjust  Enhanced Death Benefit B to reflect
additional  Purchase  Payments and  withdrawals.  Enhanced  Death Benefit B will
never be greater than the maximum  death  benefit  allowed by any  nonforfeiture
laws which govern the Contract.

The  withdrawal  adjustment for both Enhanced Death Benefit A and Enhanced Death
Benefit B will equal (a)  divided by (b),  with the  result  multiplied  by (c),
where:

(a) = the withdrawal amount;

(b) = the Contract Value immediately before the withdrawal; and

(c) = the  most  recently  calculated   Enhanced  Death  Benefit  A  or  B,  as
      appropriate.

BENEFICIARY.  You  name  the  Beneficiary.  You may  name a  Beneficiary  in the
application.  You may change the Beneficiary or add additional  Beneficiaries at
any time before the Annuity  Date. We will provide a form to be signed and filed
with us.

Your changes in  Beneficiary  take effect when we receive them,  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.  We are not
liable for making a payment to a Beneficiary shown in our files or treating that
person in any other  respect  as the  Beneficiary.  Accordingly,  if you wish to
change your beneficiary, you should deliver your instructions to us promptly.

If you did not name a  Beneficiary  or if the  named  Beneficiary  is no  longer
living, the Beneficiary will be:

o  your spouse if he or she is still alive; or, if he or she is no longer alive,

o  your surviving children equally; or if you have no surviving children,

o  your estate.

If you name more than one  Beneficiary,  we will divide the Death  Benefit among
your Beneficiaries  according to your most recent written  instructions.  If you
have not given us written  instructions,  we will pay the Death Benefit in equal
shares to the  Beneficiaries.  If one of the  Beneficiaries  dies before you, we
will divide the Death Benefit among the surviving Beneficiaries.

Different  rules may apply to  Contracts  issued in  connection  with  Qualified
Plans.

CONTRACT  LOANS  FOR  401(a),  401(k),  AND  403(b)  CONTRACTS.  Subject  to the
restrictions described below, we will make loans to the Owner of a Contract used
in  connection  with a Tax  Sheltered  Annuity Plan ("TSA  Plan") under  Section
403(b)  of the Tax  Code,  or an Owner of a  Contract  purchased  by a  pension,
profit-sharing,  or other similar plan qualified under Section 401(a) of the Tax
Code (a "401 Plan"),  including a Section  401(k) plan,  where a plan trustee is
the Owner. Loans are not available under Non-Qualified  Contracts.  We will only
make loans  after the free look period and before  annuitization.  All loans are
subject to the terms of the Contract, the relevant Plan, and the Tax Code, which
impose restrictions on loans.

We will  not  make a loan to you if the  total  of the  requested  loan and your
unpaid  outstanding  loans  will be  greater  than the  Surrender  Value of your
Contract on the date of the loan. In addition, we will not make a loan to you if
the total of the requested loan and all of the plan participant's Contract loans
under TSA plans and 401 plans is more than the lesser of (a) or (b) where:

(a)   equals  $50,000 minus the excess of the highest  outstanding  loan balance
      during the prior 12 months over the current outstanding loan balance; and

(b)   equals the greater of $10,000 or 1/2 of the Surrender Value.

The minimum loan amount is $1,000.

To request a Contract  loan,  write to us at the address given on the first page
of the  prospectus.  You alone are  responsible  for ensuring that your loan and
repayments comply with tax requirements.  Loans made before the Annuity Date are
generally  treated as  distributions  under the Contract,  and may be subject to
withholding   and  tax  penalties  for  early   distributions.   Some  of  these
requirements  are  stated  in  Section  72 of the Tax Code and Title 1 of ERISA.
Please seek advice from your plan administrator or tax advisor.

When we make a loan,  we will  transfer an amount  equal to the loan amount from
the Separate  Account and/or the Fixed Account to the Loan Account as collateral
for the loan.  We will  transfer to the Loan  Account  amounts from the Separate
Account in proportion to the assets in each  Subaccount.  If your loan amount is
greater  than your  Contract  Value in the  Subaccounts,  we will  transfer  the
remaining  required  collateral  from  the  Guaranteed  Maturity  Fixed  Account
Options.  If your  loan  amount  is  greater  than  your  contract  value in the
subaccounts and the Guaranteed  Maturity Fixed Account Options, we will transfer
the remaining  required  collateral from the Dollar Cost Averaging Fixed Account
Option.

We will not charge a Withdrawal  Charge on the loan or on the transfer  from the
Subaccounts  or the  Fixed  Account.  We  may,  however,  apply a  Market  Value
Adjustment to a transfer  from the Fixed Account to the Loan Account.  If we do,
we will  increase or decrease the amount  remaining in the Fixed  Account by the
amount of the Market Value Adjustment, so that the net amount transferred to the
Loan Account will equal the desired loan amount.

                                       25
<PAGE>

We will credit interest to the amounts in the Loan Account.  The annual interest
rate  credited  to the Loan  Account  will be the greater of: (a) 3%; or (b) the
loan interest rate minus 2.25%. The value of the amounts in the Loan Account are
not affected by the changes in the value of the Subaccounts.

When you take out a loan,  we will set the loan  interest  rate.  That rate will
apply to your loan until it is repaid. From time to time, we may change the loan
interest rate  applicable to new loans.  We also reserve the right to change the
terms of new loans.

We will subtract the outstanding  Contract loan balance,  including  accrued but
unpaid interest, from:

(1) the Death Benefit;

(2) surrender proceeds;

(3) the amount available for partial withdrawal; and

(4) the amount applied on the Annuity Date to provide annuity payments.

Usually you must repay a Contract loan within five years of the date the loan is
made. Scheduled payments must be level, amortized over the repayment period, and
made at least  quarterly.  We may permit a repayment period of 15 or 30 years if
the loan  proceeds are used to acquire  your  principal  residence.  We may also
permit other repayment periods.

You must mark your loan  repayments  as such.  We will  assume  that any payment
received from you is a Purchase Payment, unless you tell us otherwise.

If you do not make a loan payment when due, we will continue to charge  interest
on your loan. We also will declare the entire loan in default.  We will subtract
the defaulted  loan balance plus accrued  interest from any future  distribution
under the Contract  and keep it in payment of your loan.  Any  defaulted  amount
plus interest will be treated as a  distribution  for tax purposes (as permitted
by law). As a result,  you may be required to pay taxes on the defaulted amount,
incur the early withdrawal tax penalty,  and be subject to mandatory 20% federal
withholding.

If the total loan  balance  exceeds the  Surrender  Value,  we will mail written
notice to your last known  address.  The notice will state the amount  needed to
maintain  the  Contract in force.  If we do not  receive  payment of this amount
within 31 days after we mail this notice, we will terminate your Contract.

We may defer  making any loan for 6 months  after you ask us for a loan,  unless
the loan is to pay a premium to us.

WITHDRAWALS (REDEMPTIONS).  Except as explained below, you may redeem a Contract
for all or a portion of its  Contract  Value  before the  Annuity  Date.  We may
impose a  Withdrawal  Charge,  which  would  reduce the amount  paid to you upon
redemption.  The Withdrawal Charges are described on page 28 below.  Withdrawals
from  the  Fixed  Account  may be  increased  or  decreased  by a  Market  Value
Adjustment, as described in "Market Value Adjustment" on page 20 above.

In general,  you must  withdraw at least $50 at a time.  You may also withdraw a
lesser amount if you are withdrawing  your entire  interest in a Subaccount.  If
your request for a partial  withdrawal  would reduce the Contract  Value to less
than $500, we may treat it as a request for a withdrawal of your entire Contract
Value, as described in "Minimum  Contract Value" on page 27. Your Contract will
terminate if you withdraw all of your Contract Value.

We may be  required  to  withhold  20% of  withdrawals  and  distributions  from
Contracts  issued in connection  with certain  Qualified  Plans, as described on
page 32 below.  Withdrawals  also  may be  subject  to a 10%  penalty  tax,  as
described on page 32 below.

To  make a  withdrawal,  you  must  send  us a  written  withdrawal  request  or
systematic withdrawal program enrollment form. You may obtain the required forms
from  us at the  address  and  phone  number  given  on the  first  page of this
prospectus.  We will not honor your request  unless the required  form  includes
your Tax I.D. Number (e.g.,  Social Security  Number) and provides  instructions
regarding withholding of income taxes.

For partial  withdrawals,  you may allocate the amount among the Subaccounts and
the Fixed Accounts.  If we do not receive  allocation  instructions from you, we
usually  will  allocate  the  partial  withdrawal   proportionately   among  the
Subaccounts  and the Guaranteed  Maturity  Fixed Account  Options based upon the
balance of the  Subaccounts and the Guaranteed  Maturity Fixed Account  Options,
with any  remainder  being  distributed  from the Dollar  Cost  Averaging  Fixed
Account Option.  You may not make a partial withdrawal from the Fixed Account in
an amount greater than the total amount of the partial withdrawal  multiplied by
the ratio of the value of the Fixed  Account to the Contract  Value  immediately
before the partial withdrawal.

If you request a total withdrawal, you must send us your Contract. The Surrender
Value will equal the Contract Value minus any applicable  Withdrawal  Charge and
adjusted  by any  applicable  Market  Value  Adjustment.  We also will  deduct a
contract  maintenance  charge  of  $35,  unless  we  have  waived  the  contract
maintenance  charge on your Contract as described on page 28 below. We determine
the Surrender Value based on the Contract Value next computed after we receive a
properly completed  surrender  request.  We will usually pay the Surrender Value
within seven days after the day we receive a completed request form. However, we
may suspend the right of withdrawal  from the Separate  Account or delay payment
for withdrawals for more than seven days 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 Accumulation Unit Values is not reasonably practicable; or

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

In addition,  we may delay payment of the  Surrender  Value in the Fixed Account
for up to 6 months or a shorter  period if

                                       26
<PAGE>

required by law.  If we delay  payment  from the Fixed  Account for more than 30
days, we will pay interest as required by applicable law.

You may withdraw amounts attributable to contributions made pursuant to a salary
reduction agreement (in accordance with Section 403(b)(11) of the Tax Code) only
in the following circumstances:

(1) when you attain age 59 1/2;

(2) when you terminate your employment with the plan sponsor;

(3) upon your death;

(4) upon your disability as defined in Section 72(m)(7) of the Tax Code; or

(5) in the case of hardship.

If you seek a hardship withdrawal, you may only withdraw amounts attributable to
your Purchase Payments; you may not withdraw any earnings.  These limitations on
withdrawals apply to:

(1) salary reduction contributions made after December 31, 1988;

(2) income attributable to such contributions; and

(3) income attributable to amounts held as of December 31, 1988.

The limitations on withdrawals do not affect transfers between certain Qualified
Plans.  Additional  restrictions and limitations may apply to distributions from
any Qualified  Plan.  Tax  penalties may also apply.  You should seek tax advice
regarding any withdrawals or distributions from Qualified Plans.

SUBSTANTIALLY  EQUAL PERIODIC  PAYMENTS.  In general,  earnings on annuities are
taxable as ordinary income upon withdrawal. As described on page 32 below, a 10%
tax penalty is imposed on certain "premature"  payments under annuity contracts.
The tax penalty applies to any payment received before age 59 1/2, to the extent
it is includable  in income and is not subject to an  exception.  The Tax Reform
Act of 1986 clarified an exception to this tax penalty.  This exception is known
as "substantially equal periodic payments."

Generally,  under this  exception  you may take  "substantially  equal  periodic
payments" before age 59 1/2 without incurring the tax penalty.  These "payments"
are withdrawals,  as opposed to an  annuitization of the Contract.  Accordingly,
you may need to pay a Withdrawal  Charge, and withdrawals from the Fixed Account
may be subject to a Market Value Adjustment.

To  qualify  for  this   exception,   the  payments   must  meet  the  following
requirements:

1) The payments must continue to the later of age 59 1/2 or for five years.

2) Payments must be established  under one of the approved  methods  detailed by
the IRS in IRS Notice 89-25.

3) You must have separated from service,  if you purchased your Contract under a
qualified retirement plan or tax sheltered annuity.

If you  modify  the  payment  stream in any way,  except  for reason of death or
disability,  you will lose the  exception.  Modification  includes  changing the
amount or timing of the payments,  or making additional  Purchase Payments.  Any
subsequent  periodic  payment  will be subject  to the  penalty  tax,  unless it
qualifies  for  a  different  exception.   In  addition,  in  the  year  of  the
modification,  you will be required to pay the penalty tax (plus  interest) that
you would have been  required to pay on the earlier  payments if this  exception
had not applied.

SYSTEMATIC  WITHDRAWAL PROGRAM. If your Contract was issued in connection with a
Non-Qualified  Plan or IRA, you may  participate  in our  Systematic  Withdrawal
Program.  You must  complete  an  enrollment  form  and send it to us.  You must
complete the  withholding  election  section of the  enrollment  form before the
systematic  withdrawals will begin. You may choose withdrawal payments of a flat
dollar amount, earnings, or a percentage of Purchase Payments. You may choose to
receive systematic withdrawal payments on a monthly, quarterly,  semi-annual, or
annual basis.  Systematic  withdrawals will be deducted from your Subaccount and
Fixed Account balances,  excluding the Dollar Cost Averaging Fixed Account, on a
pro rata basis.

Depending  on  fluctuations  in the net asset value of the  Subaccounts  and the
value of the Fixed Account,  systematic  withdrawals  may reduce or even exhaust
the Contract Value. The minimum amount of each systematic withdrawal is $50.

We will make systematic  withdrawal payments to you or your designated payee. We
may modify or suspend the Systematic  Withdrawal Program and charge a processing
fee for the service. If we modify or suspend the Systematic  Withdrawal Program,
existing systematic withdrawal payments will not be affected.

ERISA  PLANS.  A married  participant  may need  spousal  consent  to  receive a
distribution  from a Contract  issued in connection  with a Qualified  Plan or a
Non-Qualified  Plan  covered  by to Title 1 of  ERISA.  You  should  consult  an
adviser.

MINIMUM  CONTRACT VALUE. If as a result of withdrawals your Contract Value would
be less  than  $500  and you have not made  any  Purchase  Payments  during  the
previous  three  full  calendar  years,  we  may  terminate  your  Contract  and
distribute  its Surrender  Value to you.  Before we do this, we will give you 60
days notice.  We will not terminate your Contract on this ground if the Contract
Value has fallen below $500 due to either a decline in  Accumulation  Unit Value
or the  imposition of fees and charges.  In addition,  in some states we are not
permitted to terminate  Contracts on this ground.  Different  rules may apply to
Contracts issued in connection with Qualified Plans.

                                CONTRACT CHARGES

We assess charges under the Contract in three ways:

(1) as deductions from Contract Value for contract  maintenance  charges and for
premium taxes, if applicable;

                                       27
<PAGE>

(2) as charges  against the assets of the  Separate  Account for  administrative
expenses or for the assumption of mortality and expense risks; and

(3) as Withdrawal Charges  (contingent  deferred sales charges)  subtracted from
withdrawal and surrender payments.

In addition,  certain  deductions are made from the assets of the Portfolios for
investment management fees and expenses.  Those fees and expenses are summarized
in the Fee Tables on pages 5, and described more fully in the  Prospectuses  and
Statements of Additional Information for the Portfolios.

MORTALITY AND EXPENSE RISK CHARGE. We deduct a mortality and expense risk charge
from each  Subaccount  during each Valuation  Period.  The mortality and expense
risk  charge is equal,  on an annual  basis,  to 1.30% of the  average net asset
value of each  Subaccount.  The  mortality  risks  arise  from  our  contractual
obligations:

(1) to make  annuity  payments  after  the  Annuity  Date  for  the  life of the
Annuitant(s);

(2) to waive the Withdrawal Charge upon your death; and

(3) to  provide  the  Death  Benefit  prior  to the  Annuity  Date.  A  detailed
explanation of the Death Benefit may be found beginning on page 23 above.

The expense risk is that it may cost us more to administer the Contracts and the
Separate  Account than we receive from the contract  maintenance  charge and the
administrative  expense  charge.  We guarantee  the  mortality  and expense risk
charge and we cannot  increase  it. We assess the  mortality  and  expense  risk
charge during both the Accumulation Period and the Annuity Period.

If you select the Enhanced Death Benefit Rider,  your mortality and expense risk
charge will be 1.50% of average net asset value of each Subaccount.  We charge a
higher  mortality and expense risk charge for the Rider to compensate us for the
additional  risk that we accept by  providing  the Rider.  We will  calculate  a
separate  Accumulation Unit Value for the base Contract,  and for Contracts with
the Rider,  in order to reflect the difference in the mortality and expense risk
charges.

ADMINISTRATIVE CHARGES.

CONTRACT  MAINTENANCE CHARGE. We charge an annual contract maintenance charge of
$35 on your  Contract.  The amount of this charge is guaranteed not to increase.
This  charge  reimburses  us for  our  expenses  incurred  in  maintaining  your
Contract.

Before the  Annuity  Date,  we assess the  contract  maintenance  charge on each
Contract  Anniversary.  To obtain payment of this charge, on a pro rata basis we
will allocate this charge among the  Subaccounts  and the Fixed Account to which
you have allocated your Contract Value, and redeem Accumulation Units and reduce
your interest in the Fixed Account accordingly. We will waive this charge if you
pay more than  $50,000  in  Purchase  Payments  or if you  allocate  all of your
Contract  Value to the Fixed Account.  If you surrender  your Contract,  we will
deduct the full $35 charge as of the date of  surrender,  unless  your  Contract
qualifies for a waiver.

After the Annuity Date, we will subtract this charge in equal parts from each of
your  annuity  payments.  We will waive this charge if on the Annuity  Date your
Contract  Value is $50,000 or more or if all of your annuity  payments are Fixed
Annuity payments.

ADMINISTRATIVE  EXPENSE CHARGE. We deduct an administrative  expense charge from
each Subaccount during each Valuation Period. This charge is equal, on an annual
basis, to 0.10% of the average net asset value of the  Subaccounts.  This charge
is designed to compensate us for the cost of administering the Contracts and the
Separate Account. The administrative  expense charge is assessed during both the
Accumulation Period and the Annuity Period.

TRANSFER FEE. We currently are waiving the transfer fee. The Contract,  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.  We will not charge a  transfer  fee on  transfers  that are part of a
Dollar Cost Averaging or Portfolio Rebalancing program.

The  transfer  fee will be  deducted  from  Contract  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.

SALES CHARGES.

WITHDRAWAL  CHARGE.  We may charge a  Withdrawal  Charge,  which is a contingent
deferred sales charge, upon certain withdrawals.

As a general  rule,  the  Withdrawal  Charge  equals a  percentage  of  Purchase
Payments withdrawn that are: (a) less than eight years old; and (b) not eligible
for a free withdrawal.  The applicable  percentage depends on how many years ago
you made the Purchase Payment being withdrawn, as shown in this chart:

             CONTRIBUTION                WITHDRAWAL CHARGE
                 YEAR                        PERCENTAGE
- ---------------------------------------  ------------------
First..................................          8%
Second and Third.......................          7%
Fourth and Fifth.......................          6%
Sixth..................................          5%
Seventh................................          4%
Eighth.................................          3%
Ninth and later........................          0%

When we calculate the Withdrawal  Charge,  we do not take any applicable  Market
Value Adjustment into consideration.

We subtract the Withdrawal  Charge from the Contract Value  remaining after your
withdrawal.  As a result,  the decrease in your  Contract  Value will be greater
than the withdrawal amount requested and paid.

                                       28
<PAGE>

For purposes of determining the Withdrawal  Charge, the Contract Value is deemed
to be withdrawn in the following order:

FIRST.  Earnings -- the current Contract Value minus all Purchase  Payments that
have  not  previously  been  withdrawn;   Credit  Enhancements  are  treated  as
"earnings" for this purpose;

SECOND.  "Old Purchase  Payments" -- Purchase  Payments received by us more than
eight  years  before  the date of  withdrawal  that  have  not  been  previously
withdrawn;

THIRD.  Any additional  amounts  available as a "Free  Withdrawal," as described
below;

FOURTH.  "New Purchase  Payments" -- Purchase  Payments received by us less than
eight  years  before the date of  withdrawal.  These  Payments  are deemed to be
withdrawn on a first-in, first-out basis.

No Withdrawal Charge is applied in the following situations:

o  on annuitization;

o  the payment of a death benefit;

o  a free withdrawal amount, as described on this page;

o  certain withdrawals for Contracts issued under 403(b) plans or 401 plans
   under our prototype as described on page 25 above;

o  withdrawals taken to satisfy IRS minimum distribution rules;

o  withdrawals that qualify for one of the waiver benefits  described on page 29
   below; and

o  withdrawals  under  Contracts  issued to  employees  of Lincoln  Benefit Life
   Company, 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.

We will never  waive or  eliminate  a  Withdrawal  Charge  where such  waiver or
elimination  would  be  unfairly  discriminatory  to any  person  or where it is
prohibited by state law.

We use the amounts obtained from the Withdrawal  Charge to pay sales commissions
and other  promotional or  distribution  expenses  associated with marketing the
Contracts.  To the extent  that the  Withdrawal  Charge does not cover all sales
commissions and other  promotional or distribution  expenses,  we may use any of
our  corporate  assets,  including  potential  profit  which may arise  from the
mortality and expense risk charge or any other  charges or fee described  above,
to make up any difference.

Withdrawals  may also be subject to tax  penalties  or income tax. The amount of
your  withdrawal  may be  affected  by a  Market  Value  Adjustment.  Additional
restrictions  may apply to Contracts held in Qualified Plans. We outline the tax
requirements applicable to withdrawals on page 31 below. You should consult your
own tax counsel or other tax advisers regarding any withdrawals.

FREE WITHDRAWAL.  Withdrawals of the following  amounts are never subject to the
Withdrawal Charge:

o  In any Contract Year,  the greater of: (a) earnings that have not  previously
   been withdrawn; or (b) 15 percent of New Purchase Payments; and

o  Any Old Purchase Payments that have not been previously withdrawn.

Credit Enhancements are treated as earnings for purposes of determining the free
withdrawal  amount.  However,  even if you do not owe a  Withdrawal  Charge on a
particular  withdrawal,  you may still owe taxes or penalty taxes, or be subject
to a Market Value Adjustment.  The tax treatment of withdrawals is summarized on
page 31 below.

WAIVER BENEFITS

GENERAL.  If  approved  in your  state,  we will offer the two  waiver  benefits
described below. In general,  if you qualify for one of these benefits,  we will
permit you to make one or more partial or full  withdrawals  without  paying any
otherwise applicable Withdrawal Charge or Market Value Adjustment. While we have
summarized those benefits here, you should consult your Contract for the precise
terms of the waiver benefits.

Some Qualified Plans may not permit you to utilize these benefits. Also, even if
you do not need to pay our  Withdrawal  Charge  because of these  benefits,  you
still may be required to pay taxes or tax penalties on the amount withdrawn. You
should  consult your tax adviser to determine the effect of a withdrawal on your
taxes.

CONFINEMENT  WAIVER  BENEFIT.  Under this benefit,  we will waive the Withdrawal
Charge and Market Value Adjustment on all withdrawals under your Contract if the
following conditions are satisfied:

(1) Any Contract owner or the  Annuitant,  if the Contract is owned by a company
or other legal  entity,  is confined to a long term care  facility or a hospital
for at least 90  consecutive  days.  The  insured  must enter the long term care
facility or hospital at least 30 days after the Issue Date;

(2) You request the  withdrawal  no later than 90 days  following the end of the
Insured's  stay at the long term care  facility or  hospital.  You must  provide
written proof of the stay with your withdrawal request; and

(3) A physician  must have  prescribed  the stay and the stay must be  medically
necessary.

                                       29
<PAGE>

You may not claim this benefit if the physician  prescribing  the insured's stay
in a long  term  care  facility  is the  insured  or a member  of the  insured's
immediate family.

TERMINAL  ILLNESS  WAIVER  BENEFIT.  Under  this  benefit,  we  will  waive  any
Withdrawal  Charge and Market Value  Adjustment  on all  withdrawals  under your
Contract  if, at least 30 days after the Issue Date,  you or the  Annuitant  are
diagnosed with a terminal illness. We may require  confirmation of the diagnosis
as provided in the Contract.

WAIVER  OF  WITHDRAWAL  CHARGE  FOR  CERTAIN  QUALIFIED  PLAN  WITHDRAWALS.  For
Contracts  issued  under a Section  403(b)  plan or a Section 401 plan under our
prototype, we will waive the Withdrawal Charge when:

(1) the Annuitant  becomes disabled (as defined in Section  72(m)(7)) of the Tax
Code;

(2) the Annuitant  reaches age 59 1/2 and at least 5 Contract  Years have passed
since the Contract was issued;

(3) at least 15 Contract Years have passed since the Contract was issued.

Our prototype is a Section 401 Defined  Contribution  Qualified Retirement plan.
This plan may be established as a Money Purchase plan, a Profit Sharing plan, or
a paired plan (Money Purchase and Profit Sharing).  For more  information  about
our prototype plan, call us at 1-800-525-9287.

PREMIUM  TAXES.  We will  charge  premium  taxes or other  state or local  taxes
against the Contract Value,  including  Contract Value that results from amounts
transferred from existing policies (Section 1035 exchange) issued by us or other
insurance companies. Some states assess premium taxes when Purchase Payments are
made;  others assess premium taxes when annuity  payments  begin. We will deduct
any  applicable  premium taxes upon full  surrender,  death,  or  annuitization.
Premium taxes generally range from 0% to 3.5%.

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 in the  Statement of  Additional
Information.

OTHER  EXPENSES.  You indirectly bear the charges and expenses of the Portfolios
whose shares are held by the  Subaccounts  to which you allocate  your  Contract
Value.  For a summary of current  estimates of those charges and  expenses,  see
pages 5-8 above. 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.

                               FEDERAL TAX MATTERS

INTRODUCTION

THE  FOLLOWING  DISCUSSION  IS GENERAL AND IS NOT  INTENDED AS TAX ADVICE.  ONLY
FEDERAL  INCOME TAX ISSUES ARE  ADDRESSED.  LINCOLN  BENEFIT  MAKES NO GUARANTEE
REGARDING THE TAX TREATMENT OF ANY CONTRACT OR TRANSACTION INVOLVING A CONTRACT.
Federal,  state,  local and other tax  consequences  of  ownership or receipt of
distributions under an annuity contract depend on your individual circumstances.
If  you  are  concerned   about  any  tax   consequences   of  your   individual
circumstances, you should consult a competent tax adviser.

TAXATION OF ANNUITIES IN GENERAL

TAX DEFERRAL.  Generally,  you are not taxed on increases in the Contract  Value
until a distribution occurs. This rule applies only where:

(1)  the owner is a natural person,
(2)  the  investments  of the  Separate  Account  are  "adequately  diversified"
     according  to  Treasury  Department  regulations,  and
(3)  Lincoln  Benefit is considered the owner of the Separate Account assets for
     federal  income tax purposes.

Non-natural  Owners.  As a general rule,  annuity contracts owned by non-natural
persons  such as  corporations,  trusts,  or other  entities  are not treated as
annuity contracts for federal income tax purposes.  Any increase in the value of
such  contracts  is taxed as  ordinary  income  received or accrued by the owner
during the taxable year. Please see the Statement of Additional  Information for
a discussion of several  exceptions  to the general rule for contracts  owned by
non-natural persons.

Diversification  Requirements.  For a contract  to be treated as an annuity  for
federal income 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 Contract will not be treated as an annuity contract for federal
income tax  purposes.  As a result,  the income on the Contract will be taxed as
ordinary  income  received  or accrued by the owner  during  the  taxable  year.
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

                                       30
<PAGE>

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 contract 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
contract values among more investment options. Also, you may be able to transfer
among investment options more frequently than in such rulings. These differences
could result in you being treated as the owner of the Separate Account.  If this
occurs,  income and gain from the Separate Account assets would be includable in
your gross  income.  Lincoln  Benefit does not know what  standards  will be set
forth in any regulations or rulings which the Treasury  Department may issue. It
is possible that future  standards  announced by the Treasury  Department  could
adversely  affect the tax  treatment of your  contract.  We reserve the right to
modify the Contract 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 Contract will be successful.

Taxation of Partial and Full Withdrawals. If you make a partial withdrawal under
a  non-qualified  Contract,  amounts  received  are  taxable  to the  extent the
Contract Value,  without regard to surrender charges,  exceeds the investment in
the Contract.  The  investment in the Contract is the gross premium paid for the
Contract minus any amounts previously received from the Contract if such amounts
were  properly  excluded from your gross income.  Credit  Enhancements  provided
under a Contract  are not  treated as Purchase  Payments  and  therefore  do not
increase your investment in the Contract. If you make a partial withdrawal under
a qualified  Contract,  the portion of the payment  that bears the same ratio to
the total payment that the investment in the contract (i.e.,  nondeductible  IRA
contributions, after tax contributions to qualified plans) bears to the contract
value, is excluded from your income.  You should contact a competent tax advisor
with respect to the potential tax consequences of a Market Value Adjustment,  as
no  definitive  guidance  exists on the proper  tax  treatment  of Market  Value
Adjustments.  If you make a full withdrawal under a non-qualified  Contract or a
qualified  Contract,  the amount  received will be taxable only to the extent it
exceeds the investment in the contract.

"Nonqualified   distributions"   from  Roth  IRAs  are   treated  as  made  from
contributions  first and are  included  in gross  income only to the extent that
distributions exceed contributions. "Qualified distributions" from Roth IRAs are
not included in gross income.  "Qualified  distributions"  are any distributions
made  more  than  five  taxable  years  after  the  taxable  year  of the  first
contribution to any Roth IRA and which are:

o  made on or after  the  date the  individual  attains  age 59 1/2,
o  made to a beneficiary after the owner's death,
o  attributable to the owner being disabled, or
o  for a first time home  purchase (first time home  purchases  are subject to a
   lifetime limit of $10,000).

If you transfer a nonqualified Contract without full and adequate  consideration
to a person  other  than  your  spouse  (or to a  former  spouse  incident  to a
divorce), you will be taxed on the difference between the Contract value and the
investment in the Contract at the time of transfer. Except for certain qualified
contracts, any amount you receive as a loan under a Contract, and any assignment
or pledge (or agreement to assign or pledge) of the Contract Value is treated as
a withdrawal of such amount or portion.

Taxation of Annuity Payments. Generally, the rule for income taxation of annuity
payments  received from a nonqualified  Contract provides for the return of your
investment in the Contract in equal  tax-free  amounts over the payment  period.
The balance of each payment received is taxable. For fixed annuity payments, the
amount  excluded  from income is determined  by  multiplying  the payment by the
ratio of the  investment  in the Contract  (adjusted  for any refund  feature or
period certain) to the total expected value of annuity  payments for the term of
the Contract.  If you elect variable annuity payments,  the amount excluded from
taxable  income is determined by dividing the  investment in the Contract by the
total number of expected  payments.  The annuity  payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios.  If you die, and annuity  payments  cease before the total amount of the
investment in the contract is recovered,  the unrecovered amount will be allowed
as a deduction for your last taxable year.

Taxation of Annuity Death Benefits. Death of an owner, or death of the annuitant
if the Contract is owned by a non-natural  person,  will cause a distribution of
Death Benefits from a Contract.  Generally,  such amounts are included in income
as follows:

(1)  if distributed in a lump sum, the amounts are taxed in the same manner as a
     full withdrawal, or
(2)  if distributed  under an annuity option,  the amounts are taxed in the same
     manner as an annuity  payment.  Unlike some other assets,  a holder's basis
     for an annuity is not  increased  or  decreased to the fair market value of
     the Contract on the date of death.  Please see the  Statement of

                                       31
<PAGE>

     Additional Information for more detail on distribution at death
     requirements.

Penalty Tax on Premature Distributions. A 10% penalty tax applies to the taxable
amount of any premature  distribution from a nonqualified  Contract. The penalty
tax generally  applies to any distribution made prior to the date you attain age
59 1/2. However, no penalty tax is incurred on distributions:

(1)  made on or after the date the owner attains age 59 1/2;
(2)  made as a result of the owner's death or disability;
(3)  made in substantially equal periodic payments over the owner's life or life
     expectancy;
(4)  made under an immediate annuity; or
(5)  attributable  to investment in the contract before August 14, 1982.

You should consult a competent tax advisor to determine if any other  exceptions
to the  penalty  apply  to your  situation.  Similar  exceptions  may  apply  to
distributions from qualified Contracts.

Aggregation of Annuity Contracts.  All non-qualified  deferred annuity contracts
issued by Lincoln  Benefit  (or its  affiliates)  to the same  owner  during any
calendar  year will be  aggregated  and  treated  as one  annuity  contract  for
purposes of determining the taxable amount of a distribution.

Tax Qualified Contracts

Contracts may be used as investments with certain Qualified Plans such as:

o Individual  Retirement  Annuities or Accounts  (IRAs) under Section 408 of the
  Code;
o Roth IRAs under Section 408A of the Code;
o Simplified  Employee Pension Plans under  Section  408(k) of the Code;
o Savings  Incentive  Match  Plans  for  Employees (SIMPLE) Plans under Section
  408(p) of the Code;
o Tax  Sheltered Annuities  under  Section  403(b) of the Code;
o Corporate  and Self  Employed Pension  and  Profit  Sharing  Plans;  and
o State and Local Government and Tax-Exempt Organization Deferred  Compensation
  Plans.

In the case of certain  Qualified  Plans,  the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract.

Restrictions Under Section 403(b) Plans. Section 403(b) of the Tax Code provides
tax-deferred  retirement  savings plans for employees of certain  non-profit and
educational organizations.  Under Section 403(b), any Contract used for a 403(b)
plan  must  provide  that   distributions   attributable  to  salary   reduction
contributions  made  after  12/31/88,  and  all  earnings  on  salary  reduction
contributions, may be made only on or after the date the employee:

o        attains age 59 1/2,
o        separates from service,
o        dies,
o        becomes disabled, or
o        on account of hardship (earnings on  salary reduction contributions may
         not be distributed on the account of hardship).

These  limitations do not apply to withdrawals where Lincoln Benefit is directed
to transfer some or all of the Contract Value to another 403(b) plan.

Income Tax Withholding

Lincoln  Benefit is required to withhold  federal income tax at a rate of 20% on
all  "eligible  rollover  distributions"  unless  you  elect  to make a  "direct
rollover" of such amounts to another  qualified plan or IRA.  Eligible  rollover
distributions  generally  include all  distributions  from qualified  Contracts,
excluding IRAs, with the exception of:

  o   required minimum distributions, or
  o   a series of substantially equal periodic payments made over a period of at
      least 10 years, or,
  o   over the life (joint lives) of the participant (and beneficiary).

Lincoln  Benefit may be required to withhold  federal and state  income taxes on
any distributions from either  non-qualified or qualified Contracts that are not
eligible  rollover  distributions  unless you notify us of your  election to not
have taxes withheld.

                      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" or  "ALIC"),  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 ("AIC"), a stock
property-liability  insurance company  incorporated  under the laws of Illinois.
All outstanding  capital stock of Allstate is owned by The Allstate  Corporation
("Allstate").

                                       32
<PAGE>

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 Contract  everywhere we conduct  variable  annuity  business.  The
Contracts  offered by this prospectus are issued by us and will be funded in the
Separate Account and/or the Fixed Account.

Under our reinsurance agreements with Allstate Life,  substantially all contract
related  transactions are transferred to Allstate Life.  Through our reinsurance
agreements  with  Allstate  Life,  substantially  all of the assets  backing our
reinsured  liabilities  are owned by Allstate Life.  These assets  represent our
general account and are invested and managed by Allstate Life. Accordingly,  the
results of operations with respect to applications received and contracts issued
by Lincoln Benefit are not reflected in our consolidated  financial  statements.
The amounts  reflected in our consolidated  financial  statements 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,  it does not create a
direct contractual relationship between Allstate Life and you.

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

Lincoln  Benefit 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.

SEPARATE  ACCOUNT.  Lincoln Benefit Life Variable Annuity Account was originally
established  in 1992,  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 Contract
Value  of the  Contracts  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
Contracts 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 and the amount of Variable
Annuity  payments will rise and fall with the values of shares of the Portfolios
and are also reduced by Contract  charges.  We may also use the Separate Account
to fund our other annuity contracts. We will account separately for each type of
annuity contract funded by the Separate Account.

We have  included  additional  information  about the  Separate  Account  in the
Statement of Additional  Information.  You may obtain a copy of the Statement of
Additional Information by writing to us or calling us at 1-800-525-9287. We have
reproduced  the Table of Contents of the Statement of Additional  Information on
page 35 below.

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 NAIC. 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.

                                 ADMINISTRATION

We have primary  responsibility  for all administration of the Contracts and the
Separate  Account.  Our mailing  address is P.O.  Box 82532,  Lincoln,  Nebraska
68501-2532.

We provide the following  administrative services, among others: issuance of the
Contracts;  maintenance  of Contract Owner  records;  Contract  Owner  services;
calculation of unit values; maintenance of the Separate Account; and preparation
of Contract Owner reports.

We will send you Contract  statements  and  transaction  confirmations  at least
quarterly.  You should notify us promptly in writing of any address change.  You
should  read your  statements  and  confirmations  carefully  and  verify  their
accuracy. You should contact us promptly if you have a question about a periodic
statement. We will investigate all complaints and make any necessary adjustments
retroactively,  but you must notify us of a potential  error within a reasonable
time after the date of the questioned  statement.  If you wait too long, we will
make the  adjustment  as of the date that we  receive  notice  of the  potential
error.

We will also provide you with additional periodic and other reports, information
and prospectuses as may be required by federal securities laws.

                                       33
<PAGE>

                             MARKET TIMING AND ASSET
                               ALLOCATION SERVICES

Certain  third  parties  offer market  timing and asset  allocation  services in
connection  with the Contracts.  In certain  situations,  we will honor transfer
instructions  from third party market  timing and asset  allocation  services if
they comply with our administrative systems, rules and procedures,  which we may
modify at any time.  PLEASE NOTE that fees and charges  assessed for third party
market timing and asset  allocation  services are separate and distinct from the
Contract fees and charges set forth herein.  We neither recommend nor discourage
the use of market timing and asset allocation services.

                            DISTRIBUTION OF CONTRACTS

The   Contracts   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.  Commissions paid to
broker-dealers  may vary, but we estimate that the total commissions paid on all
Contract sales will not exceed 5.5% of all Purchase Payments (on a present value
basis).  From time to time, we may offer additional sales incentives of up to 1%
of Purchase  Payments  and other cash  bonuses to  broker-dealers  who  maintain
certain sales volume  levels.  We do not pay commission on Contract sales to our
employees,  employees of Surety Life Insurance  Company,  and Allstate Financial
Services L.L.C. or their spouses or minor children,  if these individuals reside
in the State of Nebraska.

ALFS,  Inc.  ("ALFS")  located at 3100 Sanders Road,  Northbrook,  IL 60062-7154
serves as distributor of the Contracts.  ALFS, an affiliate of Lincoln  Benefit,
is a wholly owned  subsidiary  of Allstate  Life  Insurance  Company.  ALFS is a
registered  broker  dealer under the  Securities  and  Exchange Act of 1934,  as
amended, and is a member of the National Association of Securities Dealers, Inc.

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

                                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 Contract,  including the validity
of the Contract and our right to issue the Contract  under  Nebraska  law,  have
been passed upon by Carol S. Watson, Senior Vice President, General Counsel, and
Secretary of Lincoln Benefit.  Legal matters relating to the federal  securities
laws in connection  with the Contracts  described in this  prospectus  are being
passed upon by the law firm of Jorden Burt Boros  Cicchetti  Berenson & Johnson,
1025 Thomas Jefferson St., East Lobby-Suite 400, Washington, D.C. 20007-0805.


                       ANNUAL REPORTS AND OTHER DOCUMENTS

Lincoln  Benefit's  annual  report on Form 10-K for the year ended  December 31,
1999 is incorporated herein by reference,  which means that it is legally a part
of this prospectus.

After the date of this  prospectus  and before we terminate  the offering of the
securities under this prospectus,  all documents or reports we file with the SEC
under the Exchange Act of 1934 are also incorporated herein by reference,  which
means that they also legally become a part of this prospectus.

Statements in this  prospectus,  or in documents that we file later with the SEC
and that  legally  become a part of this  prospectus,  may  change or  supersede
statement in other documents that are legally part of this prospectus.

We file our  Exchange  Act  documents  and  reports,  including  our  annual and
quarterly reports on Form 10-K and Form 10-Q electronically on the SEC's "EDGAR"
system using the  identifying  number CIK No. 0000910739.   The SEC  maintains a
Web site that  contains  reports,  proxy and  information  statements  and other
information  regarding  registrants that file  electronically  with the SEC. The
address of the site is http://www.sec.gov.  You also can view these materials at
the SEC's Public  Reference  Room at 450 Fifth Street,  N.W.,  Washington,  D.C.
20549.  For more  information on the operations of SEC's Public  Reference Room,
call 1-800-SEC-0330.

If you have  received a copy of this  prospectus,  and would like a free copy of
any  document   incorporated  herein  by  reference  (other  than  exhibits  not
specifically incorporated by reference into the text of such documents),  please
write or call us at Lincoln  Benefit  Life  Company,  2940  South  84th  Street,
Lincoln, Nebraska 68516 or 1-800-525-9287.

                             REGISTRATION STATEMENT

We have filed a registration statement with the SEC, under the Securities Act of
1933 as amended, with respect to the Contracts 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 Contracts.
The descriptions in this prospectus of the Contracts and other legal instruments
are  summaries.  You should refer to those  instruments as filed for the precise
terms  of  those  instruments.   You  may  inspect  and  obtain  copies  of  the
registration statement as described on the cover page of this prospectus.

                                       34

<PAGE>

          TABLE OF CONTENTS OF STATEMENT OF
               ADDITIONAL INFORMATION

The Contract....................................................S-2
    Annuity Payments............................................S-2
    Initial Monthly Annuity Payment.............................S-2
    Subsequent Monthly Payments.................................S-2
    Transfers After Annuity Date................................S-2
    Annuity Unit Value..........................................S-3
    Illustrative Example of Unit Value Calculation..............S-3
    Illustrative Example of Variable Annuity Payments...........S-4
Additional Federal Income Tax Information.......................S-4
    Introduction................................................S-4
    Taxation of Lincoln Benefit Life Company....................S-4
    Exceptions to the Non-natural Owner Rule....................S-5
    IRS Required Distribution at Death Rules....................S-5
    Qualified Plans.............................................S-5
    Types of Qualified Plans....................................S-5

Separate Account Performance....................................S-6

Experts.........................................................S-12

Financial Statements............................................S-12

                                       35
<PAGE>
                (This page has been left blank intentionally.)
<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 the 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.  COMPANY 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
current annual 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>
                 (This page has been left blank intentionally.)
<PAGE>
<TABLE>
<CAPTION>

                     APPENDIX A
              Accumulation Unit Values
                    Basic Policy



                                                       Accumulation         Accumulation       Number of Units
                                                      Unit Value 1          Unit Value         Outstanding at
Fund2                                                    Beginning             Ending             End of Year            Year
- ------------------------------------------               --------             ---------           -----------           ------
<S>                                                         <C>                 <C>                 <C>                  <C>
Goldman Sachs CORE SmallCap Equity                          10                  12.19               32,499               1999
Goldman Sachs CORE International Equity                     10                  12.29               22,152               1999
J.P. Morgan Small Company                                   10                  14.01               42,567               1999
Lazard Emerging Markets                                     10                  13.27               11,803               1999
Lazard International Equity                                 10                  11.25               27,207               1999
LSA Focused Equity                                          10                  12.49               34,228               1999
LSA Balanced                                                10                  10.40                386                 1999
LSA Growth Equity                                           10                  12.22               3,394                1999
LSA Disciplined Equity                                      10                  11.49                684                 1999
LSA Value Equity                                            10                  11.03                 32                 1999
LSA Emerging Growth Equity                                  10                  17.48               16,191               1999
The Institutional Universal Funds, Inc.                     10                  13.80                409                 1999
(Formerly Known as  Morgan Stanley
Dean Witter Universal Funds, Inc.) MidCap Growth
The Institutional Universal Funds, Inc.                     10                  12.06                 0                  1999
(Formerly Known as  Morgan Stanley
Dean Witter Universal Funds, Inc.) MidCap Value
The Institutional Universal Funds, Inc.                     10                  10.37               17,868               1999
(Formerly Known as  Morgan Stanley
Dean Witter Universal Funds, Inc.) High Yield
OCC Equity                                                  10                  10.62                 0                  1999
OCC SmallCap                                                10                  10.65                 0                  1999
PIMCO StocksPLUS Growth and Income                          10                  11.64                 21                 1999
PIMCO Foreign Bond                                          10                  10.29               17,747               1999
PIMCO Total Return Bond                                     10                  10.13               54,509               1999
PIMCO Money Market                                          10                  10.07               45,777               1999
Salomon Brothers Capital                                    10                  11.54               49,256               1999
</TABLE>

                                      A-1

<PAGE>



<TABLE>
<CAPTION>
                            Accumulation Unit Values

                 Basic Policy Plus Enhanced Death Benefit Rider



                                                           Accumulation       Accumulation Unit     Number of Units
                                                           Unit Value 1            Value             Outstanding at
Fund 2                                                      Beginning             Ending              End of Year            Year
- ------------------------------------------                  ---------             --------             ---------           -------
<S>                                                             <C>                 <C>                 <C>                  <C>
Goldman Sachs CORE SmallCap Equity                              10                  12.19               3,604                1999
Goldman Sachs CORE International Equity                         10                  12.29               5,621                1999
J.P. Morgan Small Company                                       10                  14.00                 0                  1999
Lazard Emerging Markets                                         10                  13.26               2,809                1999
Lazard International Equity                                     10                  11.24               4,064                1999
LSA Focused Equity                                              10                  12.48               8,359                1999
LSA Balanced                                                    10                  10.40               7,126                1999
LSA Growth Equity                                               10                  12.21               24,902               1999
LSA Disciplined Equity                                          10                  11.48               11,935               1999
LSA Value Equity                                                10                  11.03               17,183               1999
LSA Emerging Growth Equity                                      10                  17.47               5,259                1999
The Institutional Universal Funds, Inc.                         10                  13.80               6,216                1999
(Formerly Known as Morgan Stanley Dean
Witter Universal Funds, Inc.) MidCap Growth
The Institutional Universal Funds, Inc.                         10                  12.05               6,021                1999
(Formerly Known as Morgan Stanley Dean
Witter Universal Funds, Inc.) MidCap Value
The Institutional Universal Funds, Inc.                         10                  10.36                 0                  1999
(Formerly Known as Morgan Stanley Dean
Witter Universal Funds, Inc.) High Yield
OCC Equity                                                      10                  10.62               5,784                1999
OCC SmallCap                                                    10                  10.65                 0                  1999
PIMCO StocksPLUS Growth and Income                              10                  11.64               12,776               1999
PIMCO Foreign Bond                                              10                  10.28                 0                  1999
PIMCO Total Return Bond                                         10                  10.13                224                 1999
PIMCO Money Market                                              10                  10.07               10,350               1999
Salomon Brothers Capital                                        10                  11.53                 0                  1999
</TABLE>

                                      A-2
<PAGE>

                                   APPENDIX B

                         PORTFOLIOS AND PERFORMANCE DATA
                                PERFORMANCE DATA

From time to time the  Separate  Account may  advertise  the PIMCO Money  Market
Subaccount's  "yield" and  "effective  yield."  Both yield  figures are based on
historical  earnings and are not intended to indicate  future  performance.  The
"yield" of the PIMCO Money Market  Subaccount refers to the net income earned by
the  Subaccount  over the  seven-day  period stated in the  advertisement.  This
income is then  "annualized."  That is, the amount of income  earned during that
week is assumed to be generated  each week over a 52-week period and is shown as
a percentage of the investment.  The "effective  yield" is calculated  similarly
but,  when  annualized,  the income  earned by the  investment  is assumed to be
reinvested at the end of each seven-day  period.  The "effective  yield" will be
slightly  higher  than the  "yield"  because of the  compounding  effect of this
assumed  reinvestment.  Neither  the yield nor the  effective  yield  takes into
consideration the effect of any capital gains or losses that might have occurred
during the seven day period,  nor do they  reflect the impact of any premium tax
charge or Withdrawal  Charges.  The impact of other,  recurring  charges on both
yield figures is, however,  reflected in them to the same extent it would affect
the yield (or effective yield) for a Contract of average size.

In addition,  the Separate  Account may advertise an  annualized  30-day (or one
month)  yield  figure  for  Subaccounts   other  than  the  PIMCO  Money  Market
Subaccount.  These yield  figures are based upon the actual  performance  of the
Subaccount over a 30-day (or one month) period ending on a date specified in the
advertisement.  Like the money market yield data described above, the 30-day (or
one month) yield data will reflect the effect of all recurring Contract charges,
but will not reflect  any  Withdrawal  Charges or premium tax charge.  The yield
figure is derived from net investment  gain (or loss) over the period  expressed
as a fraction of the investment's value at the end of the period.

The Separate Account may also advertise standardized and non-standardized "total
return" data for its Subaccounts.  Like the yield figures described above, total
return  figures are based on  historical  data and are not  intended to indicate
future  performance.  The  standardized  "total return"  compares the value of a
hypothetical  investment made at the beginning of the period to the value of the
same hypothetical investment at the end of the period. Standardized total return
figures  reflect the  deduction of any  Withdrawal  Charge that would be imposed
upon a complete  redemption of the Contract at the end of the period.  Recurring
Contract charges are reflected in the  standardized  total return figures in the
same manner as they are reflected in the yield data for Contracts funded through
the Money Market Subaccount.

In  addition  to the  standardized  "total  return,"  the  Separate  Account may
advertise  non-standardized  "total  return."  Non-standardized  total return is
calculated in a similar manner and for the same time periods as the standardized
total return  except that the  Withdrawal  Charge is not deducted.  Further,  we
assumed an initial hypothetical investment of $50,000, because $50,000 is closer
to the  average  Purchase  Payment  of a  Contract  which we  expect  to  write.
Standardized  total return, on the other hand,  assumes an initial  hypothetical
investment of $1,000.

The Separate Account may also disclose yield and  non-standardized  total return
for time periods before the date the Separate Account commenced  operations.  In
this case,  performance  data for the  Subaccounts  is  calculated  based on the
performance of the Portfolios  and assumes that the  Subaccounts  existed during
the same time period as the Portfolios, with recurring Contract charges equal to
those currently assessed against the Subaccounts.

Our advertisements may also compare the performance of our Subaccounts with: (a)
certain  unmanaged  market  indices,  including  but  the Dow  Jones  Industrial
Average,  the Standard & Poor's 500, and the Shearson Lehman Bond Index;  and/or
(b) other management  investment companies with investment objectives similar to
the underlying  funds being compared.  Our  advertisements  also may include the
performance ranking assigned by various publications,  including the Wall Street
Journal,  Forbes,  Fortune,  Money,  Barron's,  Business  Week,  USA Today,  and
statistical  services,  including Lipper Analytical Services Mutual Fund Survey,
Lipper Annuity and Closed End Survey, the Variable Annuity Research Data Survey,
and SEI.

The  Contract  charges  are  described  in more detail on pages  27-29.  We have
described  the  computation  of  advertised  performance  data for the  Separate
Account in more detail  beginning  on page S-6 of the  Statement  of  Additional
Information.

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                                   APPENDIX C

                    ILLUSTRATION OF A MARKET VALUE ADJUSTMENT

Purchase Payment:          $40,000.00
Credit Enhancement:        1,600.00

Guarantee Period:          5 Years

Guaranteed Interest Rate:  5% Annual Effective Rate

5-year Treasury Rate at
Time of Purchase Payment:  6%

The  following  examples  illustrate  how the Market  Value  Adjustment  and the
Withdrawal Charge may affect the values of a Contract upon a withdrawal.  The 5%
assumed Guaranteed Interest Rate is the rate required to be used in the "Summary
of Expenses." In these  examples,  the withdrawal  occurs one year after (in the
second Contract Year) the Issue Date. The Market Value Adjustment  operates in a
similar manner for transfers, except that there is no free amount for transfers.
No Withdrawal Charge applies to transfers.

Assuming  that the entire  $40,000.00  Purchase  Payment  and  $1,600.00  Credit
Enhancement  are  allocated to the  Guaranteed  Maturity  Fixed  Account for the
Guarantee Period  specified above, at the end of the five-year  Guarantee Period
the Contract Value would be  $53,093.31.  After one year,  when the  withdrawals
occur in these examples, the Contract Value would be $43,680.00. We have assumed
that no prior partial withdrawals or transfers have occurred.

The Market Value Adjustment and the Withdrawal  Charge only apply to the portion
of a withdrawal  that is greater than the Free Withdrawal  Amount.  Accordingly,
the first step is to calculate the Free Withdrawal Amount.

The Free Withdrawal Amount is equal to:

    (a) the greater of:

       - earnings not previously withdrawn; or

       - 15% of your total Purchase Payments in the most recent eight years;
         plus

    (b) an amount  equal to your total  Purchase  Payments  made more than eight
years ago, to the extent not previously withdrawn.

Here, (a) equals  $6,000.00,  because 15% of the total Purchase  Payments in the
most recent  eight years  ($6,000.00  = 15% X  $40,000.00)  is greater  than the
earnings not previously withdrawn ($3,680.00). (B) equals $0, because all of the
Purchase  Payments  were made less than eight years age.  Accordingly,  the Free
Withdrawal Amount is $6,000.00.

The formula that we use to determine  the amount of the Market Value  Adjustment
is:

 .9 X (I-J) X N,

where:         I          =      the Treasury Rate for a  maturity  equal to the
relevant Guarantee Period for the week preceding the beginning of  the Guarantee
Period;

               J          =      the Treasury Rate for a maturity equal to the
relevant Guarantee Period for the week preceding our receipt of your withdrawal
request, death benefit request, transfer request, or annuity option request; and

               N          =      the number of whole and partial years from the
date we receive your request until the end of the relevant Guarantee Period.

We will base the Market  Value  Adjustment  on the current  Treasury  Rate for a
maturity  corresponding  in  length  to the  relevant  Guarantee  Period.  These
examples  also show the  Withdrawal  Charge (if any),  which would be calculated
separately from the Market Value Adjustment.

EXAMPLE OF A DOWNWARD MARKET VALUE ADJUSTMENT

A downward  Market Value  Adjustment  results from a full or partial  withdrawal
that occurs when  interest  rates have  increased.  Assume  interest  rates have
increased one year after the Purchase Payment,  such that the five-year Treasury
Rate is now 6.5%. Upon a withdrawal,  the market value  adjustment  factor would
be:

    .9 X (.06 - .065) X 4 = -.0180

The Market Value Adjustment is a reduction of $678.24 from the amount withdrawn:

        $-678.24 = -.0180 X ($43,680 - $6,000.00)

A Withdrawal  Charge of 7% (assuming the  Withdrawal  occurs at the start of the
second Contract year) would be assessed against the Purchase Payments  withdrawn
that are less than eight  years old and are not  eligible  for free  withdrawal.
Under  the  Contract,  earnings  are  deemed  to be  withdrawn  before  Purchase
Payments.  Accordingly,  in this  example,  the amount of the  Purchase  Payment
eligible for free  withdrawal  would equal the Free  Withdrawal  Amount less the
interest credited or $2,320.00 ($6,000.00 - $3,680.00).

Therefore, the Withdrawal Charge would be:

        $2,637.60 = 7% X (40,000.00 - $2,320.00)

                                      C-1
<PAGE>

As a result, the net amount payable to you would be:

        $40,364.16 = $43,680.00 - $678.24 - $2,637.60

EXAMPLE OF AN UPWARD MARKET VALUE ADJUSTMENT

An upward  Market Value  Adjustment  results from a withdrawal  that occurs when
interest  rates have  decreased.  Assume  interest rates have decreased one year
after the Purchase Payment,  such that the five-year  Treasury Rate is now 5.5%.
Upon a withdrawal, the market value adjustment factor would be:

        .9 X (.06 - .055) X 4 = .0180

The Market Value Adjustment  would increase the amount withdrawn by $648.00,  as
follows:

        $678.24 = .0180 X ($43,680 - $6,000.00)

As above, in this example,  the amount of the Purchase Payment eligible for free
withdrawal would equal the Free Withdrawal  Amount less the interest credited or
$2,320.00 ($6,000.00 - $3,680.00). Therefore, the Withdrawal Charge would be:

        $2,637.60 = 7% X ($40,000.00 - $2,320.00)

As a result, the net amount payable to you would be:

        $41,720.64 = $43,680.00 + $678.24 - $2,637.60

EXAMPLE OF A PARTIAL WITHDRAWAL

If you request a partial  withdrawal from a Guarantee  Period, we can either (1)
withdraw  the  specified  amount of  Contract  Value and pay you that  amount as
adjusted by any  applicable  Market Value  Adjustment  or (2) pay you the amount
requested,  and  subtract  an amount  from your  Contract  Value that equals the
requested amount after application of the Market Value Adjustment and Withdrawal
Charge. Unless you instruct us otherwise,  when you request a partial withdrawal
we will assume that you wish to receive the amount  requested.  We will make the
necessary  calculations and on your request provide you with a statement showing
our calculations.

For  example,  if in the first  example  you wished to receive  $20,000.00  as a
partial  withdrawal,  the Market Value Adjustment and Withdrawal Charge would be
calculated as follows:

let:       AW    =    the total amount to be withdrawn from your contract value
           MVA   =    Market Value Adjustment
           WC    =    Withdrawal Charge
           AW'   =    amount subject to Market Value Adjustment and Withdrawal
                      Charge

Then       AW - $20,000.00 = WC-MVA

Since neither the Market Value Adjustment nor the Withdrawal Charge apply to the
free  withdrawal  amount,  we can solve  directly for the amount  subject to the
Market Value Adjustment and the Withdrawal  Charge (i.e.,  AW'), which equals AW
- -$6,000.00.  Then,  AW = AW' + $6,000,  and AW' + $6,000.00 - $20,000.00 = MVA +
WC.

           MVA        =          -.018 X AW'
           WC         =          .07 X AW'

(since the Market Value  Adjustment  is a reduction  from amount  withdrawn,  it
operates in the same direction as the Withdrawal Charge)

           WC - MVA = .088AW'
           AW' - $14,000.00 = .088AW'
           AW' = $14,000.00 / (1 - .088) = $15,350.88 MVA = -.018 X $15,350.88 =
           $276.32 WC = .07 X $15,350.88 = $1,074.56

AW = Total amount withdrawn = $15,350.88 + $6,000.00 = $21,350.88

You  receive  $20,000.00;  the total  amount  subtracted  from your  contract is
$21,350.88; the Market Value Adjustment is $276.32; and the Withdrawal Charge is
$1,074.56. Your remaining Contract Value is $20,649.12.

If, however,  in the same example,  you wished to withdraw  $20,000.00 from your
Contract Value and receive the adjusted  amount,  the  calculations  would be as
follows:

    By  definition,  AW = total  amount  withdrawn  from your  Contract  Value =
$20,000.00

           AW'   =    amount that MVA & WC are applied to
                 =    amount withdrawn in excess of Free Amount =
                      $20,000.00 - $6,000.00 = $14,000.00
           MVA   =    -.018 X $14,000.00 = $-252.00

           WC    =    .07 X $14,000.00 = $980.00

You would receive $20,000.00 - $252.00 - $980.00 = $18,768.00;  the total amount
subtracted from your Contract Value is $20,000.00. Your remaining Contract Value
would be $22,000.00.

EXAMPLE OF FREE WITHDRAWAL AMOUNT

Assume that in the foregoing  example,  after four years $10,565.06 in earnings;
including the Credit  Enhancement  had been credited and that the Contract Value
in  the  Fixed  Account  equaled  $50,565.06.  In  this  example,  if  no  prior
withdrawals  have  been  made,  you  could  withdraw  up to  $10,565.06  without
incurring a Market Value Adjustment or a Withdrawal  Charge. The Free Withdrawal
Amount  would be  $10,565.06,  because the  interest  credited  ($10,565.06)  is
greater than 15% of the Total  Purchase  Payments in the most recent eight years
($40,000.00 X .15 = $6,000.00).

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