UNITED OF OMAHA SEPARATE ACCOUNT C
485APOS, 1996-03-01
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      As filed with the Securities and Exchange Commission on March 1, 1995

                                     Registration No. 33-89848
                                                      811-8190

                       SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------
                             Washington, D.C. 20549

                                    FORM N-4

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     |_|
                         Pre-Effective Amendment No.--                 |_|
                       Post-Effective Amendment No. 1                  |X|

                                       and

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|

                                 Amendment No. 3

                       UNITED OF OMAHA SEPARATE ACCOUNT C
                       ----------------------------------
                           (Exact Name of Registrant)

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                     --------------------------------------
                               (Name of Depositor)

                  Mutual of Omaha Plaza, Omaha, Nebraska, 68175
                  ---------------------------------------------
              (Address of Depositor's Principal Executive Offices)

                Depositor's Telephone Number, including Area Code
                                 (402) 351-5087

Name and Address of
  Agent for Service:                             Copy to:
Kenneth W. Reitz, Esquire                        Frederick R. Bellamy, Esquire
United of Omaha Life Insurance Company           Sutherland, Asbill & Brennan
Mutual of Omaha Plaza, 3-Law                     1275 Pennsylvania Avenue, N.W.
Omaha, Nebraska, 68175-1008                      Washington, D.C. 20004-2404

        It is proposed that this filing will become effective (check appropriate
box):

        |_|  immediately  upon filing pursuant to paragraph (b)
        |_|  on _________ pursuant to paragraph (b) 
        |_|  60 days after filing pursuant to paragraph (a)(i) 
        |X|  on May 1, 1996 pursuant to paragraph (a)(i)
        |_|  75 days after filing  pursuant  to  paragraph  (a)(ii)  
        |_|  on   ________pursuant  to paragraph (a)(ii) or Rule 485

     If  appropriate  check the following  box: 

        [X] The  Post-Effective  Amendment designates a new effective date for 
            a previously filed Post-Effective Amendment.

        Pursuant to Rule 24f-2  under the  Investment  Company Act of 1940,  the
Registrant  previously  registered an indefinite amount of Ultrannuity  Series V
Variable Annuity Policies under the Securities Act of 1933. The Registrant filed
a Rule 24f-2 notice on February  29, 1996 for its most recent  fiscal year ended
December 31, 1995.



<PAGE>

                              CROSS REFERENCE SHEET
                              Pursuant to Rule 495


                   Showing Location in Part A (Prospectus) and
                  Part B (Statement of Additional Information)
          of Registration Statement of Information Required by Form N-4
          -------------------------------------------------------------

                                     PART A
                                     ------

Item of Form N-4                         Prospectus Caption
- ----------------                         ------------------

1.   Cover Page.......................   Cover Page

2.   Definitions......................   Definitions

3.   Synopsis.........................   Summary; Historical Performance Data

4.   Condensed Financial Information..   Financial Statements

5.   General
     (a) Depositor....................   United of Omaha Life Insurance Company
     (b) Registrant...................   The Variable Account
     (c) Portfolio Company............   The Series Funds
     (d) Fund Prospectus..............   The Series Funds
     (e) Voting Rights................   Voting Rights

6.   Deductions and Expenses
     (a) General......................   Charges and Deductions
     (b) Sales Load %.................   Withdrawal Charge
     (c) Special Purchase Plan........   N/A
     (d) Commissions..................   Distributor of the Policies
     (e) Expenses - Registrant........   N/A
     (f) Fund Expenses................   Expenses Including Investment
                                         Advisory Fees
     (g) Organizational Expenses......   N/A

7.   Policies
     (a) Persons with Rights..........   The Policy; Election of Annuity Option,
                                         Determination of Annuity Payments; 
                                         Annuity Starting Date; Ownership
                                         of the Policy; Voting Rights
     (b) (i)   Allocation of Premium
               Payments..............    Allocation of Purchase Payments
         (ii)  Transfers.............    Transfers
         (iii) Exchanges.............    N/A
     (c) Changes.....................    Addition, Deletion or Substitution of 
                                         Investments; Election of Annuity 
                                         Option; Annuity Starting Date;
                                         Beneficiary; Ownership of the Policy
     (d) Inquiries...................    Summary

8.   Annuity Period..................    Payout Options

                                      - 2 -

<PAGE>


9.   Death Benefit...................    Death of Annuitant or Owner Prior to 
                                         Annuity Starting Date

10.  Purchase and Policy Values

     (a) Purchases...................    Policy Application and Issuance of 
                                         Policies; Purchase Payments
     (b) Valuation...................    Accumulation Value; The Variable 
                                         Account Value
     (c) Daily Calculation...........    The Variable Account Value
     (d) Underwriter.................    Distributor of the Policies

11.  Redemptions
     (a) By Owners...................    Withdrawals
         By Annuitant................    N/A
     (b) Texas ORP...................    Restrictions Under the Texas Optional 
                                         Retirement Program
     (c) Check Delay.................    Payment not Honored by Bank
     (d) Lapse.......................    N/A
     (e) Free Look...................    Summary

12.  Taxes...........................    Certain Federal Income Tax Consequences

13.  Legal Proceedings...............    Legal Proceedings

14.  Table of Contents for the
     Statement of                        Statement of Additional
     Additional Information..........    Information


                                     PART B
                                     ------

Item of Form N-4                         Statement of Additional
- ----------------                         Information Caption
                                         -------------------

15.  Cover Page......................    Cover Page

16.  Table of Contents...............    Table of Contents

17.  General Information
     and History.....................    (Prospectus) United of 
                                         Omaha Life Insurance Company

18.  Services
     (a) Fees and Expenses
         of Registrant...............    N/A
     (b) Management Policies.........    N/A
     (c) Custodian...................    Custody of Assets
         Independent
         Auditors  ..................    Independent Auditors
     (d) Assets of Registrant........    Custody of Assets
     (e) Affiliated Person...........    N/A
     (f) Principal Underwriter.......    Distribution of the Policies


                                      - 3 -

<PAGE>



19.  Purchase of Securities
     Being Offered...................    Distribution of the Policies
     Offering Sales Load.............    N/A

20.  Underwriters....................    Distribution of the Policies; 
                                          (Prospectus) Distributor of
                                          the Policies
21.  Calculation of Performance
     Data............................    Calculation of Yields and Total 
                                         Returns; Other Performance Data
22.  Annuity Payments................    (Prospectus) Election of Payout Option;
                                         (Prospectus)Determination of Annuity 
                                         Payments
23.  Financial Statements............    Financial Statements


                           PART C -- OTHER INFORMATION
                           ---------------------------

Item of Form N-4                         Part C Caption
- ----------------                         --------------

24.  Financial Statements
     and Exhibits....................    Financial Statements and Exhibits
     (a) Financial Statements........    Financial Statements
     (b) Exhibits....................    Exhibits

25.  Directors and Officers of.......    Directors and Officers of the
     the Depositor...................    Depositor

26.  Persons Controlled By or 
     Under Common Control               
     with the Depositor                 Persons Controlled By or Under Common
     or Registrant ..................   Control with the Depositor or Registrant

27.  Number of Policyowners..........    Number of Policyowners

28.  Indemnification.................    Indemnification

29.  Principal Underwriters..........    Principal Underwriters

30.  Location of Accounts
     and Records.....................    Location of Accounts and Records

31.  Management Services.............    Management Services

32.  Undertakings....................    Undertakings

     Signature Page..................    Signatures




                                      - 4 -

<PAGE>
- --------------------------------------------------------------------------------
Prospectus                                                          May 1, 1996
                    THE ULTRANNUITY SERIES V VARIABLE ANNUITY
                    -----------------------------------------

                                 Issued Through

                       UNITED OF OMAHA SEPARATE ACCOUNT C

                                       by

                     UNITED OF OMAHA LIFE INSURANCE COMPANY


     This Prospectus  describes the Ultrannuity Series V Variable Annuity Policy
(the "Policy"),  a Flexible Payment Variable  Deferred Annuity offered by United
of Omaha Life  Insurance  Company.  The Policy is designed  to aid in  long-term
financial  planning and provides for the  accumulation of capital by individuals
on a tax-deferred basis for retirement or other long-term purposes.

     The Owner may allocate Net Purchase Payments to one or more of the eighteen
Eligible investments, which are the seventeen Subaccounts of the United of Omaha
Separate  Account C (the "Variable  Account") and the Fixed  Account.  Assets of
each Subaccount of the Variable  Account are invested in a corresponding  mutual
fund  Portfolio.  The  Portfolios  are described in separate  prospectuses  that
accompany this Prospectus. The Policy's available investment options are:

Alger American Growth Portfolio
Alger American Small Capitalization Portfolio
Federated Prime Money Fund II("Money Market")Portfolio
Federated Fund for U.S. Government Securities Portfolio
Fidelity Asset Manager: Growth Portfolio
Fidelity Equity Income Portfolio
Fidelity Contrafund Portfolio
MFS Emerging Growth Portfolio
MFS High Income Fund Portfolio
MFS Research Portfolio
MFS World Government Portfolio
Scudder International Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price International Portfolio
T. Rowe Price Limited Term Bond Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
Fixed Account

     The Accumulation Value in the Variable Account will vary in accordance with
the investment performance of the Subaccounts selected by the Owner.  Therefore,
the Owner  bears the entire  investment  risk under this  Policy for all amounts
allocated to the Variable  Account.  Amounts  allocated to the Fixed Account are
guaranteed  by United of Omaha Life  Insurance  Company  ("United of Omaha") and
will earn a specified rate of interest declared periodically.

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

     AN INTEREST IN THE POLICY IS NOT A DEPOSIT OR OBLIGATION  OF, OR GUARANTEED
OR  ENDORSED  BY ANY BANK,  NOR IS THE POLICY  FEDERALLY  INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

     This  Prospectus  sets forth the  information  that a prospective  investor
should  consider  before  investing  in a  Policy.  A  Statement  of  Additional
Information about the Policy and the Variable  Account,  which has the same date
as this Prospectus,  has been filed with the Securities and Exchange  Commission
and is incorporated herein by reference. The Statement of Additional Information
is  available at no cost to any person  requesting  a copy by writing  United of
Omaha at its Service Office (United of Omaha Annuity Service Division,  P.O. Box
419472,  Kansas City,  Missouri  64141-6472) or by calling  1-800-238-9354.  The
table of contents of the Statement of Additional  Information is included at the
end of this Prospectus.


<PAGE>

     The Policy may be purchased  with an initial  Purchase  Payment of at least
$5,000, and an Owner generally may pay additional  Purchase Payments of at least
$500 each (but no additional Purchase Payments are required).

   
     The Policy provides for periodic  annuity  payments to be made by United of
Omaha to the Owner,  if living,  for the life of the Annuitant or for some other
period,  beginning on the Annuity Starting Date selected by the Owner.  Prior to
the Annuity Starting Date, the Owner can transfer  Accumulation  Value among the
Eligible  Investments,  that is,  among  the  Fixed  Account  and the  seventeen
Subaccounts of the Variable Account (some  prohibitions and restrictions  apply,
especially on transfers out of the Fixed  Account).  The Owner can also elect to
withdraw all or a portion of the Cash Surrender Value; however,  withdrawals may
be taxable, subject to a Withdrawal Charge and/or a tax penalty, and withdrawals
from the Fixed Account may be delayed.
    

     THIS  PROSPECTUS  AND THE  STATEMENT OF  ADDITIONAL  INFORMATION  GENERALLY
DESCRIBE  ONLY THE  POLICIES  AND THE  VARIABLE  ACCOUNT,  EXCEPT WHEN THE FIXED
ACCOUNT IS SPECIFICALLY MENTIONED.



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


THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER,  SALESPERSON  OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY  REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

                 THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED
                   BY A CURRENT PROSPECTUS FOR EACH PORTFOLIO


                                      - 2 -

<PAGE>

                                TABLE OF CONTENTS
                                                                          Page

DEFINITIONS ...........................................................      4
SUMMARY................................................................      6
FINANCIAL STATEMENTS...................................................     13
UNITED OF OMAHA LIFE INSURANCE COMPANY.................................     14
THE ELIGIBLE INVESTMENTS...............................................     14
         The Variable Account..........................................     14
         Historical Performance Data...................................     18
             Standardized Performance Data.............................     18
             Non-Standardized Performance Data.........................     19
         The Fixed Account.............................................     25
         Transfers.....................................................     25
         Dollar Cost Averaging.........................................     26
         Asset Allocation Program......................................     27
THE POLICY.............................................................     27
         Policy Application and Issuance of Policies...................     27
         Purchase Payments.............................................     27
         Accumulation Value............................................     28
         Telephone Transactions .......................................     29
DISTRIBUTIONS UNDER THE POLICY.........................................     29
         Withdrawals...................................................     29
         Systematic Withdrawal Plan....................................     30
         Annuity Payments..............................................     30
             Annuity Starting Date.....................................     30
             Election of Payout Option.................................     30
             Payout Options............................................     31
         Death Benefit.................................................     32
             Death of Owner Prior to Annuity Starting Date.............     32
             Death of Owner On or After Annuity Starting Date..........     33
             Beneficiary...............................................     33
         IRS Required Distributions....................................     33
         Restrictions Under the Texas Optional Retirement Program......     33
CHARGES AND DEDUCTIONS.................................................     34
         Withdrawal Charge.............................................     34
         Waiver of Withdrawal Charges..................................     34
         Mortality and Expense Risk Charge ............................     35
         Administrative Charges........................................     36
         Transfer Fee..................................................     36
         Premium Taxes.................................................     36
         Federal, State and Local Taxes................................     36
         Other Expenses Including Investment Advisory Fees.............     36
CERTAIN FEDERAL INCOME TAX CONSEQUENCES................................     36
         Tax Status of the Policy......................................     37
         Taxation of Annuities.........................................     37
DISTRIBUTOR OF THE POLICIES............................................     40
VOTING RIGHTS..........................................................     40
LEGAL PROCEEDINGS......................................................     40
STATEMENT OF ADDITIONAL INFORMATION....................................     41

                                      - 3 -

<PAGE>



                                   DEFINITIONS
                                   -----------
Accumulation  Unit -- An  accounting  unit of measure  used in  calculating  the
Accumulation Value in the Variable Account prior to the Annuity Starting Date.

Accumulation  Value -- The dollar  value as of any  Valuation  Date prior to the
Annuity Starting Date of all amounts in the Variable Account,  plus the value in
the Fixed Account.

Anniversary  Value  -- An  amount  equal to the  Accumulation  Value on a Policy
Anniversary.

Annuitant  --  The  person  on  whose  life  Annuity  Payments   involving  life
contingencies are based. If the Annuitant is other than the Owner, the Annuitant
has no rights under the Policy.

Annuity  Payment -- A payment  made by United of Omaha  under an annuity  Payout
Option.

Annuity  Purchase  Value -- An amount  equal to the  Accumulation  Value for the
Valuation  Period which ends  immediately  preceding  the Annuity  Starting Date
reduced by any  Withdrawal  Charge,  and any charge  for  applicable  premium or
similar taxes.

   
Annuity  Starting Date -- The date upon which Annuity Payments are to begin. The
latest  Annuity  Starting Date  permitted is when the Annuitant  attains age 95.
(Age 85 in Pennsylvania.)
    

Average Death Benefit Amount -- The mean of the death benefit amount on the most
recent  policy  anniversary  and the death  benefit  amount  on the  immediately
preceding Policy Anniversary. The Average Death Benefit Amount is the basis used
to calculate the Enhanced Death Benefit  Charge under  Policies  issued with the
Elective Death Benefit Amendment.

Beneficiary  -- The  person(s) or other legal entity  listed by the Owner in the
Policy  application and referred to in the Policy as the named  beneficiary.  In
the case of joint Owners,  the surviving joint Owner is the primary  Beneficiary
and  the  named  Beneficiary  is  the  contingent  Beneficiary.   If  the  named
Beneficiary  does  not  survive  the  Owner,  the  estate  of the  Owner  is the
Beneficiary.

Cash Surrender Value -- The  Accumulation  Value less any applicable  Withdrawal
Charge,  any applicable  Policy Fee, and any  applicable  premium tax charge not
previously deducted, and, if the Enhanced Death Benefit is elected, the Enhanced
Death Benefit Charge.

Current Interest Rate Guarantee -- United of Omaha's guarantee to pay a declared
current  interest rate on amounts under a Policy allocated to the Fixed Account.
A particular  Current Interest Rate Guarantee will be in effect for at least one
year.

Date of Issue -- The date the  Policy is  issued,  as shown on the  Policy  Data
Page.

Due Proof of Death -- A certified copy of a death certificate,  a certified copy
of a decree of a court of competent  jurisdiction  as to the finding of death, a
written statement by the attending physician, or any other proof satisfactory to
United of Omaha will constitute Due Proof of Death.

Eligible Investments  --  The  Fixed Account  and  any of the Subaccounts of the
Variable Account.

Enhanced Death Benefit -- The death benefit available under Policies issued with
the Elective Death Benefit Amendment.

Enhanced  Death Benefit  Charge -- An amount equal to an annual rate of 0.35% of
the Average Death Benefit Amount.  The Enhanced Death Benefit Charge is assessed
under each Policy  issued with the  Elective  Death  Benefit  Amendment  on each
Policy Anniversary or upon full surrender.

Fixed Account -- The account which consists of general  account assets of United
of Omaha Life Insurance Company.

Net  Purchase  Payment -- A  Purchase  Payment  less any  charge for  applicable
premium taxes.

                                      - 4 -

<PAGE>

Nonqualified Policy -- A Policy other than a Qualified Policy.

Payee -- The person who receives Annuity Payments under the Policy.

Payout Option -- Any method of payment of Policy Proceeds under the Policy.

Policy -- The variable annuity policy offered by this Prospectus.

Policy  Anniversary  -- The  same  month  and day as the  Date of  Issue in each
calendar year after the calendar year in which the Date of Issue occurs.

Policy  Owner  or  Owner  -- The  person(s)  who may  exercise  all  rights  and
privileges under the Policy.  If there are joint Owners,  the signatures of both
Owners are needed to  exercise  rights  under the Policy.  The Policy  Owner may
change the ownership of the Policy or pledge it as collateral by assigning it.

Policy  Year -- A  Policy  Year  begins  on the Date of  Issue  and each  Policy
Anniversary.

Portfolio -- A Series Fund's separate  investment series that is available under
the Policy.

Purchase  Payment -- An amount paid to United of Omaha by the Policy Owner or on
the Policy Owner's behalf as consideration  for the benefits provided by, and in
accordance with the provisions of, the Policy.

Proceeds -- The death benefit or the Annuity Purchase Value.

Qualified Policy -- A Policy that receives favorable tax treatment under Section
401, 403, 408, or 457 of the Internal Revenue Code of 1986, as amended.

Series Funds -- Alger  American  Fund,  Insurance  Management  Series,  Variable
Insurance  Products  Fund,  Variable  Insurance  Products  Fund II, MFS Variable
Insurance   Trust,   Scudder  Variable  Life  Investment  Fund,  T.  Rowe  Price
International Series, Inc., T. Rowe Price Fixed Income Series, Inc., and T. Rowe
Price Equity Series,  Inc., each of which is a diversified,  open-end management
company in which the Variable Account invests.

Service  Office - United of Omaha  Annuity  Service  Division,  P.O. Box 419472,
Kansas City, Missouri 64141-6472. Telephone: 1-800-238-9354.

Standard  Death Benefit -- The death benefit  available  under  Policies  issued
without the Elective Death Benefit Amendment.

Subaccount -- A segregated  account within the Variable Account which invests in
a specified Portfolio of one of the Series Funds.

United of Omaha -- United of Omaha  Life  Insurance  Company,  the issuer of the
Policies.

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

Valuation  Period -- The period  commencing  at the close of business of the New
York Stock  Exchange on each  Valuation Date and ending at the close of business
for the next succeeding Valuation Date.

Variable  Account -- United of Omaha  Separate  Account  C, a  separate  account
maintained by United of Omaha in which a portion of United of Omaha's assets has
been allocated for the Policy and certain other policies.

Written Notice or Request -- Written  notice,  signed by the Policy Owner,  that
gives United of Omaha the information it requires and is received at the Service
Office.

                                      - 5 -

<PAGE>

                    THE ULTRANNUITY SERIES V VARIABLE ANNUITY
                    -----------------------------------------

                                     SUMMARY
                                     -------

The Policy
- ----------
     The Ultrannuity  Series V Variable  Annuity is a Flexible  Payment Variable
Deferred  Annuity  Policy.  The Policy can be purchased  on a non-tax  qualified
basis ("Nonqualified Policy") or in connection with certain plans qualifying for
favorable federal income tax treatment ("Qualified Policy"). The Owner allocates
the Net Purchase  Payments  among the  Eligible  Investments  offered  under the
Policy by United of Omaha Life  Insurance  Company  ("United of  Omaha").  These
Eligible  Investments are the seventeen  Subaccounts of United of Omaha Separate
Account C (the "Variable Account") and the Fixed Account.

The Eligible Investments
- ------------------------
     The  Variable  Account.  The Variable  Account is a  segregated  investment
account  of United of  Omaha.  It is  divided  into  Subaccounts,  each of which
invests  exclusively in shares of a  corresponding  mutual fund  Portfolio.  The
available  Portfolios  are: the Alger  American  Growth  Portfolio and the Alger
American  Small  Capitalization  Portfolio  of the Alger  American  Fund ("Alger
Fund");  the Federated  Prime Money Fund II Portfolio and the Federated Fund for
U.S. Government Securities II Portfolio of the Insurance Management Series Trust
("Insurance  Management  Series");  the Fidelity Equity Income  Portfolio of the
Variable  Insurance  Products Fund  ("Fidelity  VIP Fund");  the Fidelity  Asset
Manager:  Growth Portfolio and the Fidelity Contrafund Portfolio of the Variable
Insurance  Products Fund II ("Fidelity  VIP Fund II");  the MFS Emerging  Growth
Portfolio,  the MFS High Income Fund Portfolio,  the MFS Research Portfolio, and
the MFS World  Government  Portfolio of the MFS Variable  Insurance  Trust ("MFS
Trust");  the  Scudder  International  Portfolio  of the Scudder  Variable  Life
Investment  Fund  ("Scudder  Fund");  the  T.  Rowe  Price  International  Stock
Portfolio  of  T.  Rowe  Price  International   Series,  Inc.  ("T.  Rowe  Price
International Series"); the T. Rowe Price Limited-Term Bond Portfolio of T. Rowe
Price Fixed Income Series,  Inc. ("T. Rowe Price Fixed Income  Series");  the T.
Rowe Price Personal Strategy Balanced  Portfolio,  the T. Rowe Price New America
Growth  Portfolio  and T. Rowe Price  Equity  Income  Portfolio of T. Rowe Price
Equity  Series,  Inc. ("T. Rowe Price Equity  Series")  (each of the Alger Fund,
Insurance Management Series, Fidelity VIP Fund, Fidelity VIP Fund II, MFS Trust,
Scudder Fund,  T. Rowe Price  International  Series,  T. Rowe Price Fixed Income
Series,  and T. Rowe Price Equity Series are referred to as the "Series Funds").
Because the Accumulation  Value will increase or decrease in accordance with the
investment  experience of the selected  Subaccounts,  the Owner bears the entire
investment risk with respect to Net Purchase Payments  allocated to, and amounts
transferred to, the Variable Account. (See "The Variable Account," p.14.)
     The Fixed Account.  The Fixed Account  guarantees safety of principal and a
minimum 3% effective  annual return on Net Purchase  Payments  allocated to, and
amounts  transferred  to, the Fixed  Account.  United of Omaha may,  in its sole
discretion,  declare a higher current  interest rate. A current interest rate is
guaranteed for at least one year. (See "The Fixed Account," p.25.)

Purchase Payments
- -----------------
     A Policy  may be  purchased  with an Initial  Purchase  Payment of at least
$5,000  either  on a  non-tax  qualified  basis  ("Nonqualified  Policy")  or in
connection with retirement plans or individual  retirement accounts that qualify
for favorable federal income tax treatment  ("Qualified  Policy").  An Owner may
pay additional  Purchase Payments of at least $500 each at any time prior to the
Annuity  Starting  Date and up to the Policy  Anniversary  next  following  such
Owner's 88th birthday. There is no deduction from Purchase Payments for sales or
administrative expenses, although a charge for any applicable premium taxes will
be deducted  from  Purchase  Payments,  and there is a Withdrawal  Charge.  (See
"Withdrawal Charge," p. 34.)
     Net  Purchase  Payments  will be allocated  among the Eligible  Investments
(that  is,  among the Fixed  Account  and/or  the  Subaccounts  of the  Variable
Account) in accordance with the allocation percentages specified by the Owner in
the Policy  application.  Any allocation must be in whole  percentages,  and the
total  allocation must equal 100%. (The Policy provides for a "Free Look Period"
during  which  the  Owner  can  return  the  Policy  for a  full  refund  of the
Accumulation Value or Purchase Payments as determined by the law of the state of
issue.  In some states the Net  Purchase  Payment(s)  allocated  to the Variable
Account will be held in the Money Market Subaccount during the Free Look Period,
and then allocated among the other  Subaccounts as instructed by the Owner.  See
"Free Look Right," p. 12.) Allocations for additional Net Purchase  Payments may
be changed by sending  Written Notice to United of Omaha's  Service Office or by
telephone   (subject  to  the  provisions   described  below  under   "Telephone
Transactions," p. 29.)


                                      - 6 -

<PAGE>

Transfers
- ---------
     An Owner can transfer  Accumulation  Value from one  Subaccount  to another
Subaccount or to the Fixed Account with certain limitations.  The minimum amount
which may be transferred is the lesser of $500 or the entire  Subaccount  Value.
However, following a transfer out of a particular Subaccount, at least $500 must
remain in that Subaccount.  Transfers out of the Variable Account  currently may
be made as often  as the  Owner  wishes  either  by  telephone  (subject  to the
provisions described below under "Telephone  Transactions," p. 29) or by sending
Written Notice to the Service Office.
     There is no charge  for the first 12  transfers  during  any  Policy  Year.
However,  a charge of $10 may be imposed for any transfers  from  Subaccounts in
excess of 12 per Policy Year. No such charge will be imposed on transfers out of
the Fixed Account.
     Transfers from the Fixed Account to one or more Subaccounts of the Variable
Account may be made only once each Policy Year.  The maximum  amount that can be
transferred  out of the Fixed Account  during any Policy Year will be determined
periodically  by United of Omaha.  Such  amount will not be less than 10% of the
Fixed  Account  Value on the date of the  transfer.  (See  "Transfers,"  p. 25.)
Transfers from the Fixed Account may be delayed up to 6 months.

   
Withdrawals
- -----------
     The Owner may elect to surrender the Policy for its Cash  Surrender  Value,
or to withdraw a portion of the Cash Surrender  Value ($500 minimum) at any time
prior to the earlier of the Owner's death or the Annuity Starting Date. The Cash
Surrender  Value equals the  Accumulation  Value less any applicable  Withdrawal
Charge,  any applicable  Policy Fee, any applicable  premium taxes,  and, if the
Elective Death Benefit Amendment is attached,  the Enhanced Death Benefit Charge
(See p. 36). A surrender or withdrawal  request must be made by Written Request,
and a request for a partial  withdrawal  may specify the Eligible  Investment(s)
from which the withdrawal is to be made, but no more than a pro-rata  amount can
be  deducted  from the Fixed  Account.  If the Owner does not  provide  specific
withdrawal instructions, the withdrawal will be made pro-rata from each Eligible
Investment.  There  is  currently  no  limit  on  the  frequency  or  timing  of
withdrawals from the Variable  Account,  but surrenders and partial  withdrawals
from the Fixed Account may be delayed for up to six months.  Withdrawals  may be
taxable,  and  subject  to a  Withdrawal  Charge  and/or a tax  penalty.  If the
Contract is issued pursuant to a Qualified  Plan,  withdrawals may be restricted
by applicable law or the terms of the Qualified Plan.
    

Charges and Deductions
- ----------------------
     Withdrawal  Charge.  In order to  permit  maximum  investment  of  Purchase
Payments,  United of Omaha does not deduct sales or other charges at the time of
investment.  However,  Purchase  Payments  surrendered or withdrawn within seven
years after they were made will be subject to a  Withdrawal  Charge to partially
cover sales expenses,  but each Policy Year up to 15% of the Accumulation  Value
may be withdrawn as of the date of the first withdrawal that Policy Year without
imposition of the Withdrawal  Charge. In addition,  amounts applied to provide a
death  benefit or applied after the second Policy Year to the Payout Option that
provides a  Lifetime  Income  (Option  4) will not be  subject  to a  Withdrawal
Charge.  The applicable  Withdrawal  Charge is calculated  separately as to each
Purchase  Payment based on the period of time elapsed since the Purchase Payment
was made. There will be no Charge imposed on any Purchase Payments in connection
with a  withdrawal  or  surrender  that  occurs  more than seven years after the
Purchase  Payment was made. The Withdrawal  Charge is 7% of any Purchase Payment
withdrawn within one year after the Purchase Payment is made, and the percentage
declines by 1% each year to zero after the seventh  year  following  the date of
the Purchase  Payment.  For purposes of calculating the Withdrawal  Charge,  the
oldest Purchase  Payment is deemed to be withdrawn first (a first-in,  first-out
arrangement),  and all Purchase  Payments are deemed to be withdrawn  before any
earnings. (See "Withdrawal Charge," p. 34.)
     Account  Charges.  United  of  Omaha  deducts  a daily  charge  equal  to a
percentage  of the net assets in the  Variable  Account  for the  mortality  and
expense  risks  assumed by United of Omaha.  The annual  rate of this  charge is
1.00% of the value of each Subaccount's net assets.  (See "Mortality and Expense
Risk Charge," p. 35.)
     United of Omaha also deducts a daily Administrative Expense Charge from the
net assets of the  Variable  Account to  partially  cover  expenses  incurred by
United of Omaha in connection with the  administration  of the Variable  Account
and the  Policies.  The annual  rate of this charge is .20% of the value of each
Subaccount's net assets. (See "Administrative Charges," p. 36.)

     The account  charges for  mortality  and expense  risks and  administrative
expenses are guaranteed not to increase.
     
     In the event the Owner elects to purchase the Enhanced  Death  Benefit (See
"Elective Death Benefit Amendment", p. 28), a charge equal to the annual rate of
0.35% of the  Average  Death  Benefit  Amount  will be  assessed  on each Policy
Anniversary  or pro rata upon full  surrender for expenses  related to the Death
Benefit under the Amendment.  (See "Death  Benefit",  p. 32). The Enhanced Death
Benefit Charge is deducted from each Subaccount on a pro-rata basis

                                      - 7 -

<PAGE>

through the  cancellation  of accumulation  units. If Subaccount  assets are not
sufficient to deduct the full amount of the Enhanced Death Benefit  Charge,  the
charge  will be  deducted  first  from  Subaccount  assets  then  from the Fixed
Account.
     Annual  Policy  Fee.  There  is  also  an  annual  Policy  Fee  for  Policy
maintenance and related administrative expenses. This fee is $30 per year and is
deducted from the  Accumulation  Value on the last Valuation Date of each Policy
Year (and upon complete surrender of the Policy). This fee will be waived if the
Accumulation  Value is greater  than $50,000 on the last  Valuation  Date of the
applicable  Policy  Year.  This fee will not be  increased  in the future.  (See
"Administrative Charges," p. 36.)
     Transfer Fee. No fee is imposed for transfers from the Fixed Account or for
the first 12 transfers from  Subaccounts of the Variable  Account in each Policy
Year.  However,  a $10 Transfer Fee may be imposed for the  thirteenth  and each
subsequent  request to transfer  Accumulation  Value from a Subaccount  during a
single Policy Year. This fee will not be increased in the future. (See "Transfer
Fee," p. 36.)
     Taxes.  United of Omaha may incur premium  taxes  relating to the Policies.
United of Omaha will deduct any premium  taxes  related to a  particular  Policy
from  Purchase  Payments,  upon  surrender,  upon death of any Owner,  or at the
Annuity Starting Date. (See "Premium Taxes," p. 36.)
     No deductions are currently made for federal, state, or local income taxes.
Should  United of Omaha  determine  that  charges  for any such taxes  should be
imposed  with  respect to any of the  Accounts,  United of Omaha may deduct such
taxes or the economic burden thereof from Purchase Payments or from amounts held
in the relevant Account. (See "Federal, State and Local Taxes," p. 36.)
     Charges  Against  the  Series  Funds.  The  value of the net  assets of the
Subaccounts of the Variable Account will reflect the investment advisory fee and
other  expenses  incurred by the  Portfolios  of the Series  Funds.  (See "Other
Expenses Including Investment Advisory Fees," p. 36.)
     Expense Data.  The charges and  deductions  are summarized in the following
table.  The purpose of this table is to help the Owner  understand the costs and
expenses  that the Owner will bear directly and  indirectly.  This table and the
examples that follow should be considered only in conjunction  with the detailed
descriptions under the heading "Charges and Deductions" of this prospectus. This
tabular  information  regarding  expenses  assumes that the entire  Accumulation
Value is in the Variable  Account and reflects  expenses of the Variable Account
as well as of the Portfolios. In addition to the expenses listed below, a charge
for premium taxes may be applicable.

Policy Owner Transaction Expenses
================================================================================
- --------------------------------------------------------------------------------
     Maximum Withdrawal Charge (as a % of each                          7%
          Purchase Payment Surrendered)1/
 -------------------------------------------------------------------------------
                   Transfer Fee         First 12 Transfers Per Year:     NO FEE
                                        More Than 12 in One Year:       $10 each
================================================================================

Variable Account Annual Expenses (as a percentage of account value)
================================================================================
                     Mortality and Expense Risk Fees                  1.00%
- --------------------------------------------------------------------------------
                      Administrative Expense Charge                   0.20%
- --------------------------------------------------------------------------------
                 Total Variable Account Annual Expenses               1.20%
================================================================================

Other Annual Expenses
================================================================================
                            Annual Policy Fee                     $30 Per Year
- --------------------------------------------------------------------------------
                  Current Annual Death Benefit Charge
           (as a percentage of Average Death Benefit Amount)2/         0.35%
================================================================================

- --------
1/Each Policy Year up to fifteen percent (15%) of the  Accumulation  Value as of
the date of the first withdrawal that year can be withdrawn without a Withdrawal
Charge.  Thereafter,  the  Withdrawal  Charge is calculated  separately for each
Purchase  Payment  withdrawn  based on the  number  of years  elapsed  since the
Purchase  Payment was made; it is 7% in the first year after a Purchase  Payment
is made and then decreases by 1% in each successive year to 0% after the seventh
year. 
2/If the Policy has been issued with the Elective Death Benefit  Amendment,
the Death Benefit Charge will apply.  This charge will never exceed 0.35% of the
Average Death Benefit Amount.

                                      - 8 -

<PAGE>



                                                 ===============================
Series Fund Annual Expenses 3/                   Management  Other  Total Series
(as a percentage of average net assets)             Fees    Expenses Fund Annual
                                                                      Expenses
================================================================================
Alger American Growth Portfolio                      0.75%   0.10%     0.85%
Alger American Small Capitalization Portfolio        0.85%   0.07%     0.92%
Federated Prime Money Fund II Portfolio              0.50%   0.30%     0.80%
Federated Fund for U.S. Government Securities II     0.00%   0.80%     0.80%
Portfolio                                            0.71%   0.29%     1.00%
Fidelity VIP II Asset Manager: Growth Portfolio      0.51%   0.10%     0.61%
Fidelity VIP Equity Income Portfolio                 0.61%   0.11%     0.71%
Fidelity VIP II Contrafund Portfolio                 0.75%   0.25%     1.00%
MFS Emerging Growth Portfolio                        0.75%   0.25%     1.00%
MFS High Income Fund Portfolio                       0.75%   0.25%     1.00%
MFS Research Portfolio                               0.75%   0.25%     1.00%
MFS World Government                                 0.88%   0.21%     1.08%
Scudder International Portfolio                      0.00%   0.85%     0.85%
T. Rowe Price Equity Income Portfolio*               0.00%   1.05%     1.05%
T. Rowe Price International Portfolio*               0.00%   0.70%     0.70%
T. Rowe Price Limited-Term Bond Portfolio*           0.00%   0.85%     0.85%
T. Rowe Price New America Growth Portfolio*          0.00%   0.90%     0.90%
T. Rowe Price Personal Strategy Balanced Portfolio*
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
*  T. Rowe Price Funds do not itemize management fees and other expenses.
================================================================================

- --------
3/The fee and expense data  regarding each Series Fund was provided to United of
Omaha by the Series  Fund.  The Series Funds are not  affiliated  with United of
Omaha.

                                      - 9 -

<PAGE>
<TABLE>
<CAPTION>

                                    ==================================================================================
Examples. 4/                          1.  If the Policy is        2.  If the Policy is      3.  If the Policy is
An Owner would pay the following      surrendered at the end      annuitized at the end     not surrendered and
expenses on a $1,000 investment,      of the applicable time      of the applicable         is not annuitized
assuming a 5% annual return on        period or is annuitized     time period and
assets (excluding the Enhanced Death  and Annuity Option 4        Annuity Option 4
Benefit):                             (Lifetime Income)           (Lifetime Income)
                                      is not chosen:              is chosen
- ----------------------------------------------------------------------------------------------------------------------
                                         1 Year        3 Years      1 Year       3 Years      1 Year        3 Years
<S>                                         <C>           <C>         <C>           <C>         <C>           <C>
- ----------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio            $ 84.         $117.        $84.          $68.         $22.         $68.
Alger American Small Capitalization
     Portfolio                               85.          119.         85.           70.          22.          70.
Federated Prime Money Fund II
Portfolio                                    83.          115.         83.           66.          21.          66.
Federated Fund for U.S. Government
Securities II Portfolio                      83.          115.         83.           66.          21.          66.
Fidelity VIP II Asset Manager:
     Growth Portfolio                        85.          119.         85.           70.          23.          72.
Fidelity VIP Equity Income
     Portfolio                               82.          109.         82.           60.          19.          60.
Fidelity VIP II Contrafund Portfolio         83.          113.         83.           64.          20.          64.
MFS Emerging Growth Portfolio                85.          122.         85.           72.          23.          72.
MFS High Income Fund Portfolio               85.          122.         85.           72.          23.          72.
MFS Research Portfolio                       84.          118.         84.           69.          22.          69.
MFS World Government                         85.          122.         85.           72.          23.          72.
Scudder International Portfolio              86.          122.         86.           72.          24.          75.
T. Rowe Price Equity Income
     Portfolio                               84.          117.         84.           68.          22.          68.
T. Rowe Price International Portfolio        86.          123.         86.           74.          24.          74.
T. Rowe Price Limited-Term Bond
     Portfolio                               82.          112.         82.           63.          20.          63.
T. Rowe Price New America Growth
     Portfolio                               84.          117.         84.           68.          22.          68.
T. Rowe Price Personal Strategy
     Balanced Portfolio                      84.          118.         84.           69.          22.          69.
======================================================================================================================
<FN>

   
<FN>
- --------
4/The $30  annual Policy  Fee is  reflected  as a daily  0.10%  charge  in these
Examples, based on an average Accumulation Value of $30,000.
</FN>
</TABLE>
    

                                     - 10 -

<PAGE>
<TABLE>      
<CAPTION>    
             
                                    ==================================================================================
Examples. 5/                           1.  If the Policy is        2.  If the Policy is      3.  If the Policy is
An Owner would pay the following      surrendered at the end      annuitized at the end     not surrendered and
expenses on a $1,000 investment,      of the applicable time      of the applicable         is not annuitized
assuming a 5% annual return on        period or is annuitized     time period and
assets (including the Enhanced Death  and Annuity Option 4        Annuity Option 4
Benefit):                             (Lifetime Income)           (Lifetime Income)
                                      is not chosen:              is chosen
- ----------------------------------------------------------------------------------------------------------------------
                                         1 Year        3 Years      1 Year       3 Years      1 Year        3 Years
<S>                                        <C>            <C>         <C>           <C>         <C>           <C>
- ----------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio             $87.          128.        $87.          $79.         $25.         $79.
Alger American Small Capitalization
     Portfolio                               88.          130.         88.           81.          26.          81.
Federated Prime Money Fund II
Portfolio                                    87.          126.         87.           77.          25.          77.
Federated Fund for U.S. Government
Securities II Portfolio                      87.          126.         87.           77.          25.          77.
Fidelity VIP II Asset Manager:
     Growth Portfolio                        89.          133.         89.           83.          27.          83.
Fidelity VIP Equity Income
     Portfolio                               85.          120.         85.           71.          23.          71.
Fidelity VIP II Contrafund Portfolio         86.          124.         86.           75.          24.          75.
MFS Emerging Growth Portfolio                89.          133.         89.           83.          27.          83.
MFS High Income Fund Portfolio               89.          133.         89.           83.          27.          83.
MFS Research Portfolio                       88.          129.         88.           80.          25.          80.
MFS World Government                         89.          133.         89.           83.          27.          83.
Scudder International Portfolio              90.          135.         90.           86.          27.          86.
T. Rowe Price Equity Income
     Portfolio                               87.          128.         87.           79.          25.          79.
T. Rowe Price International Portfolio        89.          134.         89.           85.          27.          85.
T. Rowe Price Limited-Term Bond
     Portfolio                               86.          123.         86.           74.          24.          74.
T. Rowe Price New America Growth
     Portfolio                               87.          128.         87.           79.          25.          79.
T. Rowe Price Personal Strategy
     Balanced Portfolio                      88.          129.         88.           80.          26.          80.
======================================================================================================================
</TABLE>

Death Benefit
- -------------
     Standard  Death  Benefit.  In the event  that any Owner  dies  prior to the
Annuity Starting Date (and the Policy is in force), the death benefit payable to
the  Beneficiary is calculated and is payable upon United of Omaha's  receipt of
Due  Proof  of Death of any  Owner,  as well as an  election  of the  method  of
settlement.  If any Owner dies,  the death benefit will equal the greater of (a)
the Accumulation Value (without deduction of the Withdrawal Charge) on the later
of the date on which  Due  Proof of Death or an  election  of  Payout  Option is
received by United of Omaha's Service Office, less any applicable premium taxes;
or (b) the sum of Net Purchase Payments less partial withdrawals.  No Withdrawal
Charge  is  imposed  upon  amounts  paid  as a  death  benefit.  Subject  to any
limitations  of state or federal law, the death  benefit may be paid as either a
lump sum cash benefit or as an Annuity. (See "Death Benefit," p. 32.)
     Elective  Death  Benefit  Amendment.  If this  Amendment is attached to the
Policy and the Owner dies  prior to age 81, the Death  Benefit  under the Policy
will  equal the  greatest  of: (1) the  Accumulation  Value as of the end of the
valuation  period  during  which due proof of death and an  election of a payout
option  are  received  by United of Omaha's  Service  Office;  (2) the  greatest
Anniversary Value plus any subsequent  purchase payments and less any subsequent
partial

   
- --------
5/The $30 annual  Policy  Fee is  reflected  as a daily  0.10%  charge  in these
Examples, based on an average Accumulation Value of $30,000.
    


                                     - 11 -

<PAGE>

withdrawals;  and (3) the sum of all net  purchase  payments,  less any  partial
withdrawals,  accumulated  at a 4.5% annual rate of  interest,  not  exceeding a
maximum of two times each purchase payment.
     If the Owner  dies after  attaining  age 81,  the Death  Benefit  under the
Policy will equal the greatest of: (1) the  Accumulation  Value as of the end of
the valuation period during which due proof of death and an election of a payout
option  are  received  by United of Omaha's  Service  Office;  (2) the  greatest
Anniversary Value before the Owner attained age 81, plus any subsequent purchase
payments and less any subsequent partial withdrawals; and (3) the sum of all net
purchase  payments  paid prior to the last Policy  Anniversary  before the Owner
attained age 81 less any partial withdrawals,  accumulated at a 4.5% annual rate
of interest not exceeding a maximum of two times each purchase  payment.  If the
death benefit payable equals (3), United of Omaha will add to the Death Benefit,
any purchase  payments paid after the last Policy  Anniversary  before the Owner
attained age 81.
     Any applicable premium taxes not previously  deducted will be deducted from
the death benefit payable.

Accidental Death Benefit
- ------------------------
     If the  Owner  dies  from  bodily  injury  sustained  in a  common  carrier
accident,  United of Omaha will pay the Standard  Death  Benefit or the Enhanced
Death  Benefit,  as  applicable,  multiplied by two,  instead of the amount that
would otherwise be payable. (See Accidental Death Benefit, p. 33).

Free Look Right
- ---------------
     The Policy Owner may,  until the end of the period of time specified in the
Policy,  examine the Policy and return it to United of Omaha's Service Office or
the agent from whom it was purchased for a refund.  The  applicable  period will
depend on the state in which the Policy is issued. In most states it is ten (10)
days after the Policy is delivered to the Policy Owner.  Return of the Policy is
effective  upon being  postmarked,  properly  addressed,  and postage  pre-paid.
United of Omaha will pay the  refund  within  seven (7) days  after it  receives
written notice of cancellation and the returned Policy.
     In states that permit it to do so, United of Omaha will promptly refund the
Accumulation  Value  calculated on the date United of Omaha  receives the Policy
and refund request.  This amount may be more or less than the Purchase  Payments
made. In other states,  United of Omaha will refund the greater of  Accumulation
Value or Purchase Payments made under the Policy.  (In these states, any portion
of the initial Net Purchase  Payment  that is allocated to the Variable  Account
will be held in the Money Market  Subaccount for the applicable Free Look Period
plus 5 days from the date the Policy is mailed from the Service Office, to allow
for this Free Look Right;  the extra days are to provide  time for mail or other
delivery of the Policy.)

Federal Income Tax Consequences of Investment in the Policy
- -----------------------------------------------------------
     With  respect to Owners who are natural  persons  under  existing  tax law,
there should be no federal income tax on increases (if any) in the  Accumulation
Value until a  distribution  under the Policy  occurs  (e.g.,  a  withdrawal  or
Annuity  Payment)  or is deemed to occur  (e.g.,  a pledge  or  assignment  of a
Policy). Generally, a portion of any distribution or deemed distribution will be
taxable as ordinary income. The taxable portion of certain distributions will be
subject to withholding unless the recipient (if permitted) elects otherwise.  In
addition,  a penalty  tax of 10% of the  amount  withdrawn  may apply to certain
distributions or deemed distributions under the Policy made prior to the Owner's
attaining age 59 1/2. (See "Certain Federal Income Tax Consequences," p. 36.)

Inquiries and Written Notices and Requests
- ------------------------------------------
     Any  questions  about  procedures or the Policy,  or any Written  Notice or
Written Request required to be sent to United of Omaha, should be sent to United
of Omaha's Service Office:  United of Omaha Annuity Service  Division,  P.O. Box
419472, Kansas City, MO 64141-6472. Telephone requests and inquiries may be made
by calling  1-800-238-9354.  All inquiries,  Notices and Requests should include
the Policy number, the Owner's name and the Annuitant's name.

Variations in Policy Provisions
- -------------------------------
     Certain  provisions of the Policies may vary from the  descriptions in this
Prospectus in order to comply with  different  state laws.  Any such  variations
will be  included  in the  Policy  itself  or in riders  or  amendments.  Policy
provisions  which  may vary by state  include  the Free Look  provision  and the
Waiver of Surrender  Charge  provision  for nursing  home/hospital  confinement,
disability, terminal illness or unemployment. One or a very few number of states
also require variations in the Annuity Starting Date, Termination,  and Delay of
Payments or Transfers from the Fixed Account provisions.
                                      * * *

                                     - 12 -

<PAGE>

Note:  The  foregoing  summary is  qualified  in its  entirety  by the  detailed
information  in the  remainder  of  this  Prospectus  and in  the  Statement  of
Additional  Information and in the  prospectuses for the Series Funds and in the
Policy, all of which should be referred to for more detailed  information.  This
Prospectus  generally  describes  only  the  Policy  and the  Variable  Account.
Separate prospectuses describe the Series Funds. (There is no prospectus for the
Fixed Account since interests in the Fixed Account are not securities.  See "The
Fixed Account," p. 25.)

                              FINANCIAL STATEMENTS
                              --------------------

   
     The Financial  Statements  for United of Omaha and the related  independent
auditor's report are contained in the Statement of Additional Information, which
is available free upon request. At December 31, 1995, net assets of the Variable
Account  were  represented  by  the  following   Accumulation  Unit  Values  and
Accumulation  Units. the Accumulation Unit Values shown for the beginning of the
period are as of June 5, 1995 (date of inception).  This  information  should be
read in conjunction with the Variable Account's financial statements and related
notes included in the Statement of Additional Information.


<TABLE>      
<CAPTION>      
                                                  ===========================================================
                                                      Accumulation       Accumulation       Accumulation
                                                        Unit Value*        Unit Value*         Units **
                                                       Beginning of       End of Period      End of Period
                                                          Period
<S>                                                        <C>               <C>                 <C>
==============================================================================================================
Alger American Growth Portfolio
Alger American Small Capitalization Portfolio
Federated Prime Money Fund II Portfolio
Federated Fund for U.S. Government Securities II
Portfolio
Fidelity VIP II Asset Manager:  Growth Portfolio
Fidelity VIP Equity Income Portfolio
Fidelity VIP II Contrafund Portfolio
MFS Emerging Growth Portfolio
MFS High Income Fund Portfolio
MFS Research Portfolio
MFS World Government
Scudder International Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price International Portfolio
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
*    Accumulation Unit Values are rounded to the nearest tenth of a cent.
**   Accumulation Units are rounded to the nearest unit.
==============================================================================================================
</TABLE>
    

                                     - 13 -

<PAGE>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                     --------------------------------------

     United of Omaha  Life  Insurance  Company,  Mutual of Omaha  Plaza,  Omaha,
Nebraska,  68175, is a stock life insurance  company.  It was incorporated under
the name United  Benefit Life  Insurance  Company under the laws of the State of
Nebraska on August 9, 1926. In 1981, it changed its name to United of Omaha Life
Insurance  Company.  It is  principally  engaged in the sale of life  insurance,
accident  and health  insurance,  and annuity  policies,  and is licensed in all
states  except New York and in several  foreign  countries  and the  District of
Columbia.  As of  December  31,  1995,  United  of Omaha  had  assets of over $6
billion.  United  of Omaha  is a  wholly-owned  subsidiary  of  Mutual  of Omaha
Insurance Company.
     United of Omaha may from time to time  publish  (in  advertisements,  sales
literature and reports to Owners) the ratings and other information  assigned to
it by one or more independent  rating  organizations  such as A.M. Best Company,
Moody's,  Standard & Poor's, and Duff & Phelps. The purpose of the ratings is to
reflect the financial strength and/or claims-paying  ability of United of Omaha,
and  the  ratings  should  not  be  considered  as  bearing  on  the  investment
performance  of assets held in the  Variable  Account.  Each year the A.M.  Best
Company  reviews the financial  status of thousands of insurers,  culminating in
the  assignment of Best's  Ratings.  These ratings  reflect A.M. Best  Company's
current opinion of the relative financial strength and operating  performance of
an insurance  company in  comparison to the norms of the  life/health  insurance
industry. In addition, the claims-paying ability of United of Omaha, as measured
by Moody's  Insurance  Credit  Report,  Standard  and Poor's  Insurance  Ratings
Services,  or Duff & Phelps may be  referred  to in such  advertisements,  sales
literature,  or reports.  These  ratings are  opinions  regarding  an  operating
insurance  company's financial capacity to meet the obligations of its insurance
and annuity policies in accordance with their terms. Such ratings do not reflect
the  investment  performance  of the  Variable  Account  or the  degree  of risk
associated with an investment in the Variable Account.

                            THE ELIGIBLE INVESTMENTS
                            ------------------------

     Net  Purchase  Payments  made under a Policy may be allocated to one of the
nine  Subaccounts  of the  Variable  Account,  to  the  Fixed  Account,  or to a
combination of these Eligible Investment(s).

The Variable Account
- --------------------
     The United of Omaha  Separate  Account C of United of Omaha Life  Insurance
Company  (the  "Variable  Account")  was  established  as a separate  investment
account  under  the laws of the State of  Nebraska  on  December  1,  1993.  The
Variable  Account will receive and invest the Net  Purchase  Payments  under the
Policies that are allocated to it for investment in shares of a Series Fund.
     
   
     The Variable Account currently is divided into seventeen Subaccounts.  Each
Subaccount  invests  exclusively  in shares of a Portfolio  of one of the Series
Funds.  Under  Nebraska  law,  the assets of the  Variable  Account are owned by
United of Omaha, but they are held separately from the other assets of United of
Omaha  and are not  chargeable  with any  liabilities  arising  out of any other
separate  investment  account or any other business of United of Omaha which has
no  specific  and  determinable  relation  to or  dependence  upon the  Variable
Account.  The income,  gains and losses,  realized  or  unrealized,  from assets
allocated  to the  Variable  Account  are  credited  to or charged  against  the
Variable Account,  without regard to other income, gains, or losses of United of
Omaha.  Section 44-2212 of the Nebraska  Statutes  provides that "Any surplus or
deficit  which  may  arise  in the  Variable  Account  by  virtue  of  mortality
experience  guaranteed  by United of Omaha or by expense  costs is  adjusted  by
withdrawals  from or additions to the Variable Account so that the assets of the
Variable  Account equal the  liabilities."  The  investment  performance  of any
Subaccount  should be entirely  independent  of the  investment  performance  of
United of Omaha's  general  account assets or any other  accounts  maintained by
United of Omaha.
    
     
     The  Variable  Account  is  registered  with the  Securities  and  Exchange
Commission  (the  "SEC")  under  the  Investment  Company  Act of 1940 as a unit
investment  trust.  However,  the SEC does not supervise  the  management or the
investment practices or policies of the Variable Account or United of Omaha.
     The Series  Funds.  Each  Subaccount  of the  Variable  Account will invest
exclusively in shares of a specific  Portfolio of one of the Series Funds,  each
of which is a mutual fund registered  with the SEC under the Investment  Company
Act

                                     - 14 -

<PAGE>

of 1940 (the  "1940  Act") as an  open-end,  diversified  investment  management
company. 6/ The assets of each  Portfolio of each Series Fund are held  separate
from the assets of that Series Fund's other  Portfolios,  and each Portfolio has
its own distinct investment objectives and policies.  Each Portfolio operates as
a separate  investment fund, and the income or losses of one Portfolio generally
have no effect on the investment performance of any other Portfolio.
     Each of the Series  Funds is managed by an  investment  adviser  registered
with the SEC  under  the  Investment  Advisers  Act of 1940,  as  amended.  Each
investment manager is responsible for selecting Portfolio investments consistent
with the  investment  objectives  and  policies of the  Portfolio,  and conducts
securities  trading for the Portfolio.  Alger  Management is responsible for the
overall administration of the Alger American Fund, subject to the supervision of
the Alger Fund Board of  Trustees;  Federated  Advisers is  responsible  for the
portfolio investment  decisions of the Insurance  Management Series,  subject to
direction by the Insurance  Management  Series Trustees;  Fidelity  Management &
Research  Company  ("FMR") is the manager of the  Fidelity VIP Fund and Fidelity
VIP Fund II. On behalf of the Asset  Manager:  Growth  Portfolio of the Fidelity
VIP  Fund  II,  FMR has  entered  into  sub-advisory  agreements  with  Fidelity
Investment  Management  and  Research  (U.K.) Inc.  ("FMR  (U.K.)") and Fidelity
Management and Research (Far East) Inc. ("FMR Far East") pursuant to which those
entities  provide  research  and  investment  recommendations  with  respect  to
companies based outside of the United States.  FMR (U.K.)  primarily  focuses on
companies based in Europe, and FMR Far East focuses primarily on companies based
in Asia and the  Pacific  Basin.  Massachusetts  Financial  Services  Company is
responsible  for the  management  of the  assets of the MFS  Variable  Insurance
Trust. Scudder,  Stevens & Clark, Inc. manages the daily business and affairs of
the Scudder  Fund,  subject to policies  established  by the Trustees of Scudder
Fund. T. Rowe Price Associates, Inc. is responsible for selection and management
of the  portfolio  investments  of T. Rowe Price Equity Series and T. Rowe Price
Fixed Income Series.  Rowe Price-Fleming  International,  Inc.,  incorporated in
1979 as a joint  venture  between  T. Rowe  Price  Associates,  Inc.  and Robert
Fleming  Holdings  Limited,  is responsible  for selection and management of the
portfolio investments of T. Rowe Price International Series.

     The investment objectives of each Portfolio are summarized as follows:

Alger American Fund
- ------------------

   
     Alger American Growth Portfolio -- seeks long-term capital  appreciation by
     investing in a diversified  portfolio of equity  securities.  Except during
     temporary  defensive  periods,  the  Portfolio  invests at least 65% of its
     total  assets  in  equity  securities  of  companies  that,  at the time of
     purchase of the  securities,  have total market  capitalization  within the
     range of companies  included in the S&P MidCap 400 Index (designed to trach
     the performance of medium capitalization companies).


     Alger American Small  Capitalization  Portfolio -- seeks long-term  capital
     appreciation.  Except during  temporary  defensive  periods,  the Portfolio
     invests at least 65% of its total assets in equity  securities of companies
     that,  at the  time  of  purchase  of the  securities,  have  total  market
     capitalization  with the range of  companies  included  int he Russell 2000
     Growth Index  (Designed to track the  performance  of small  capitalization
     companies). The securities in such companies may have limited marketability
     and  may be  subject  to more  abrupt  or  erratic  market  movements  than
     securities of larger, more established  companies or the market averages in
     general.(*)

Insurance Management Series
- ---------------------------

     Federated  Prime  Money  Fund II  Portfolio  --  invests  in  money  market
     instruments  maturing in thirteen  months or less to achieve current income
     consistent  with  stability  of  principal  and  liquidity.  The  Portfolio
     attempts to maintain a stable net asset value of $1.00 per share, but there
     can be no assurance the Portfolio will be able to do so.

     Federated Fund for U.S. Government Securities II Portfolio -- seeks current
     income by investing in a diversified  portfolio limited to U.S.  government
     securities.
    
- --------
6/The registration  of the Series  Funds  does not  involve  supervision  of the
management or investment practices or policies of the Series Funds by the SEC.

                                     - 15 -

<PAGE>

Fidelity Variable Insurance Products Fund
- -----------------------------------------
     Fidelity Equity Income  Portfolio -- seeks  reasonable  income by investing
     mainly in income-producing equity securities. In selecting investments, the
     Portfolio  also  considers  the  potential  for capital  appreciation.  The
     Portfolio  seeks to achieve a yield  that  beats  that of the S&P 500.  The
     Portfolio does not expect to invest in debt securities of companies that do
     not have proven earnings or credit.(*)

Fidelity Variable Insurance Products Fund II
- --------------------------------------------

     Fidelity  Asset  Manager:  Growth  Portfolio  -- seeks to obtain high total
     return with reduced risk over the long-term by allocating  its assets among
     stocks,  bonds,  and  short-term  fixed-income  instruments.  Although  the
     Portfolio seeks to reduce its overall risk by diversifying  among different
     types of investments,  the fund  aggressively  invests in a wide variety of
     security types,  including stocks and bonds issued in developing  countries
     and  derivative  transactions.  The Portfolio  spreads  investment  risk by
     limiting its holdings in any one company or industry.(*)

     Fidelity  Contrafund  Portfolio  --  seeks  to  increase  the  value of the
     Portfolio's  return  over the  long  term by  investing  in  securities  of
     companies that are undervalued or  out-of-favor.  This strategy can lead to
     investments in domestic or foreign companies, many of which may not be well
     known.  The stocks of small companies often involve more risk than those of
     larger companies.  The Portfolio may use various  investment  techniques to
     hedge the Portfolio's risk, but there is no guarantee that these strategies
     will work as intended.(*)

MFS Variable Insurance Trust
- ----------------------------

     MFS  Emerging  Growth  Portfolio  -- seeks to provide  long-term  growth of
     capital  through  investing  primarily in common stocks of emerging  growth
     companies,  which involves greater risk than is customarily associated with
     investments in more  established  companies.  The Portfolio may invest in a
     limited extent in lower rated fixed income securities or comparable unrated
     securities.(*)

     MFS High  Income  Portfolio  -- seeks  high  current  income  by  investing
     primarily in a diversified  portfolio of fixed income  securities,  some of
     which may involve equity features.  The Portfolio may invest in lower rated
     fixed income securities or comparable unrated securities.(*)

     MFS Research  Portfolio -- seeks to provide long-term growth of capital and
     future  income by investing a  substantial  proportion of its assets in the
     common  stocks or  securities  convertible  into common stocks of companies
     believed to possess better than average  prospects for long-term growth. No
     more  than 5% of the  Portfolio's  convertible  securities,  if  any,  will
     consist of securities in lower rated  categories or securities  believed to
     be of similar quality to lower rated  securities.  The Portfolio may invest
     in a limited  extent in lower rated fixed income  securities  or comparable
     unrated securities.(*)

     MFS World Government Portfolio -- seeks preservation and growth of capital,
     together  with  moderate  current  income  by  investing  its  assets in an
     internationally   diversified   portfolio   consisting  primarily  of  debt
     securities  and  to  a  lesser  extent  equity  securities.  The  Portfolio
     investments  are expected to consist  primarily of securities  which are of
     relatively  high  quality and minimal  credit  risk.  However,  an error of
     judgment in  selecting a currency or an  interest  rate  environment  could
     result in a loss of capital, and a held security whose quality deteriorates
     significantly  will  be  sold  only  if the  Portfolio  investment  adviser
     believes it is advantageous to do so.

Scudder Variable Life Investment Fund
- --------------------------------------
     Scudder  International  Portfolio  -- seeks  long-term  growth  of  capital
     primarily  through  diversified   holdings  of  marketable  foreign  equity
     investments. The Portfolio invests in companies,  wherever organized, which
     do business  primarily outside the United States.  The Portfolio intends to
     diversify  investments  among  several  countries,  and does not  intend to
     concentrate investments in any particular industry.


                                     - 16 -

<PAGE>

T. Rowe Price International Series, Inc.
- ----------------------------------------

     T. Rowe Price  International Stock Portfolio -- seeks a total return on its
     assets  from  long-term   growth  of  capital  and  income,   by  investing
     substantially  all of its assets in common stocks of  established  non-U.S.
     companies.  The Portfolio  will not purchase any debt security which at the
     time of purchase is rated below  investment  grade.  This would not prevent
     the Portfolio  from  retaining a security  downgraded  to below  investment
     grade after purchase.

T. Rowe Price Equity Series, Inc.
- ---------------------------------

     T. Rowe Price New America  Growth  Portfolio -- seeks  long-term  growth of
     capital  through  investments  primarily  in common  stocks of U.S.  growth
     companies which operate in service industries  believed to be above-average
     performers in their fields.  Total return will consist primarily of capital
     appreciation or depreciation.

     T. Rowe Price  Equity  Income  Portfolio  -- Seeks to  provide  substantial
     dividend  income and also capital  appreciation  by investing  primarily in
     dividend-paying common stocks of established companies.(*)

     T. Rowe Price  Personal  Strategy  Balanced  Portfolio -- seeks the highest
     total  return  over  time  consistent  with an  emphasis  on  both  capital
     appreciation and income. There are no limitations on market  capitalization
     or types of stock the Portfolio can hold. While bond holdings are primarily
     investment   grade,   the  Portfolio  can  also  invest  in  more  volatile
     below-investment grade bonds.(*)

T. Rowe Price Fixed Income Series, Inc.
- ---------------------------------------

     T. Rowe Price  Limited Term Bond  Portfolio -- seeks a high level of income
     consistent  with  modest  price  fluctuation  by  investing   primarily  in
     investment grade debt securities.

(*)  The Portfolios' investment strategies may provide the opportunity of higher
     than average  yields by investing  in  securities  with higher than average
     risk,  such as lower and unrated debt and  comparable  equity  instruments.
     Please consult each Portfolio's  Series Fund prospectus  accompanying  this
     Prospectus  for more  information  about  the  risk  associated  with  such
     investments.

     THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS STATED OBJECTIVE.
More  detailed   information,   including  a  description  of  each  Portfolio's
investment  objective  and  policies  and a  description  of risks  involved  in
investing in each of the Portfolios and of each  Portfolio's  fees and expenses,
is contained in the prospectuses  for the Series Funds,  current copies of which
accompany  this   Prospectus.   INFORMATION   CONTAINED  IN  THE  SERIES  FUNDS'
PROSPECTUSES  SHOULD BE READ CAREFULLY  BEFORE  INVESTING IN A SUBACCOUNT OF THE
VARIABLE ACCOUNT.

     An investment in the Variable Account,  or in any Portfolio,  including the
Money Market Portfolio,  is not insured or guaranteed by the U.S. Government and
there  can be no  assurance  that the  Money  Market  Portfolio  will be able to
maintain a stable net asset value per share.

     Addition,  Deletion,  or Substitution of Investments.  United of Omaha does
not control the Series Funds and cannot and does not  guarantee  that any of the
Portfolios will always be available for Net Purchase Payments,  allocations,  or
transfers.  United of Omaha retains the right, subject to any applicable law, to
make certain  changes in the  Variable  Account and its  investments.  United of
Omaha  reserves the right to  eliminate  the shares of any  Portfolio  held by a
Subaccount and to substitute shares of another Portfolio of a Series Fund, or of
another registered open-end management  investment company for the shares of any
Portfolio, if the shares of the Portfolio are no longer available for investment
or if, in United of  Omaha's  judgment,  investment  in any  Portfolio  would be
inappropriate  in view of the  purposes of the Variable  Account.  To the extent
required by the 1940 Act,  substitutions  of shares  attributable  to an Owner's
interest in a Subaccount  will not be made without prior notice to the Owner and
the  prior  approval  of the SEC.  If  required,  approval  of or  change of any
investment  policy will be filed with the  Insurance  Department of any state in
which the Policy is sold.  Nothing  contained  herein shall prevent the Variable
Account from purchasing other securities for other series or classes of variable
annuity  policies,  or from  effecting an exchange  between series or classes of
variable annuity policies on the basis of requests made by Owners.
     New Subaccounts  may be established  when, in the sole discretion of United
of Omaha,  marketing,  tax,  investment  or other  conditions  warrant.  Any new
Subaccounts may be made available to existing Owners on a basis to be

                                     - 17 -

<PAGE>


determined by United of Omaha.  Each additional  Subaccount will purchase shares
in a Portfolio of a Series Fund or in another mutual fund or investment vehicle.
United  of Omaha  may also  eliminate  one or more  Subaccounts  if, in its sole
discretion,  marketing, tax, investment or other conditions warrant such change.
In the event any  Subaccount is  eliminated,  United of Omaha will notify Owners
and request a reallocation of the amounts invested in the eliminated Subaccount.
If no such reallocation is provided by the Owner,  United of Omaha will reinvest
the amounts invested in the eliminated Subaccount in the Subaccount that invests
in the  Money  Market  Portfolio  (or in a  similar  portfolio  of money  market
instruments).
     In the event of any such  substitution  or change,  United of Omaha may, by
appropriate  endorsement,  make such changes in the Policies as may be necessary
or appropriate to reflect such substitution or change. Furthermore, the Variable
Account may be (i)  operated as a management  company  under the 1940 Act or any
other form permitted by law, (ii)  deregistered  under the 1940 Act in the event
such registration is no longer required or (iii) combined with one or more other
separate  accounts.  To the extent  permitted by applicable law, United of Omaha
also may  transfer  the  assets  of the  Variable  Account  associated  with the
Policies to another account or accounts.

Historical Performance Data
- ---------------------------
         From time to time,  United of Omaha may  advertise  or include in sales
literature  yields,  effective yields,  and total returns for the Subaccounts of
the Variable Account.  These figures are based on historical  performance and do
not  indicate or project  future  performance.  Performance  relative to certain
performance rankings and indices compiled by independent  organizations may also
be advertised or included in sales literature.  More detailed  information as to
the  calculation  of  performance  information,  as  well  as  comparisons  with
unmanaged market indices, appears in the Statement of Additional Information.
     Standardized  Performance Data.  Effective yields and total returns for the
Subaccounts  are  based  on the  investment  performance  of  the  corresponding
Portfolios of the Series Funds.  The Series Funds'  performance in part reflects
the Series Funds' expenses. See the Prospectuses for the Series Funds.
         The  yield of the Money  Market  Subaccount  refers  to the  annualized
income  generated by an investment in the Subaccount over a specified  seven-day
period.  The yield is calculated by assuming that the income  generated for that
seven-day period is generated each seven-day period 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 an  investment  in the
Subaccount is assumed to be  reinvested.  The  effective  yield will be slightly
higher  than  the  yield  because  of the  compounding  effect  of this  assumed
reinvestment.
         The yield of a Subaccount  (except the Money Market  Subaccount) refers
to the annualized  income  generated by an investment in the  Subaccount  over a
specified 30-day or one-month  period.  The yield is calculated by assuming that
the income generated by the investment during that 30-day or one-month period is
generated  each period over a 12- month period and is shown as a  percentage  of
the investment.
         Yield quotations do not reflect the Withdrawal Charge.
         For the  class of  Policies  issued  with the  Elective  Death  Benefit
Amendment, the Death Benefit Charge is included.
         The total return of a Subaccount refers to return  quotations  assuming
Accumulation  Value has been held in the Subaccount for various  periods of time
including,  but not limited to, a period  measured from the date the  Subaccount
commenced operations. When a Subaccount has been in operation for one, five, and
ten years, respectively, the total return for these periods will be provided.
        

   
      The average annual total return quotations represent the average annual
compounded  rates of return that would  equate an initial  investment  of $1,000
under a Policy to the redemption  value of that investment as of the last day of
each of the periods for which total  return  quotations  are  provided.  Average
annual total return information shows the average percentage change in the value
of an investment  in the  Subaccount  from the  beginning  date of the measuring
period to the end of that period.  This  standardized  version of average annual
total return reflects all historical  investment  results,  less all charges and
deductions applied against the Subaccount  (including any Withdrawal Charge that
would  apply  if an  Owner  terminated  the  Policy  at the end of  each  period
indicated,  but excluding any deductions for premium tax charges). For the class
of Policies issued with the Elective Death Benefit Amendment,  the Death Benefit
Charge is included.  Such standardized  average annual total return  information
for the Subaccounts of Policies is as follows:
    

 
                                     -18-
<PAGE>
   

==============================================================================
                SUBACCOUNT STANDARDIZED                     For the period
            AVERAGE ANNUAL TOTAL RETURN TABLE               from inception
                                       to
        Subaccount  (date of inception - 6/5/95)               12/31/95
     (Policy issued without Enhanced Death Benefit)
- ------------------------------------------------------------------------------
Alger American Growth
Alger American Small Capitalization
Federated Prime Money Fund II
Federated Fund for U.S. Government Securities
Fidelity VIP II Asset Manager: Growth
Fidelity VIP Equity Income
Fidelity VIP II Contrafund
MFS Emerging Growth
MFS High Income
MFS Research
MFS World Government
Scudder International
T. Rowe Price International
T. Rowe Price New America Growth
T. Rowe Price Equity Income
T. Rowe Price Limited-Term Bond
T. Rowe Price Personal Strategy Balanced
- ------------------------------------------------------------------------------
                                 For the period
        Subaccount  (date of inception - 6/5/95)            from inception
       (Policy issued with Enhanced Death Benefit)                 to
                                                               12/31/95
- ------------------------------------------------------------------------------
Alger American Growth
Alger American Small Capitalization
Federated Prime Money Fund II
Federated Fund for U.S. Government Securities
Fidelity VIP II Asset Manager: Growth
Fidelity VIP Equity Income
Fidelity VIP II Contrafund
MFS Emerging Growth
MFS High Income
MFS Research
MFS World Government
Scudder International
T. Rowe Price International
T. Rowe Price New America Growth
T. Rowe Price Equity Income
T. Rowe Price Limited-Term Bond
T. Rowe Price Personal Strategy Balanced
==============================================================================

     Non-Standardized  Performance  Data.  In addition to the  standard  version
described  above,  total return  performance  information  computed on different
non-standard  bases may be used in  advertisements.  Average annual total return
information  may be  presented,  computed on the same basis as described  above,
except deductions will not include the Withdrawal Charge. In addition, United of
Omaha may from time to time disclose average annual total return in non-standard
formats and cumulative total return for Policies funded by the Subaccounts. Such
non-standardized  average annual total return information for the Subaccounts of
Policies is as follows:
    


                                      -19-

<PAGE>
   

==============================================================================
              SUBACCOUNT NON-STANDARDIZED                   For the period
            AVERAGE ANNUAL TOTAL RETURN TABLE               from inception
                                       to
        Subaccount  (date of inception - 6/5/95)               12/31/95
     (Policy issued without Enhanced Death Benefit)
- ------------------------------------------------------------------------------
Alger American Growth
Alger American Small Capitalization
Federated Prime Money Fund II
Federated Fund for U.S. Government Securities
Fidelity VIP II Asset Manager: Growth
Fidelity VIP Equity Income
Fidelity VIP II Contrafund
MFS Emerging Growth
MFS High Income
MFS Research
MFS World Government
Scudder International
T. Rowe Price International
T. Rowe Price New America Growth
T. Rowe Price Equity Income
T. Rowe Price Limited-Term Bond
T. Rowe Price Personal Strategy Balanced
- ------------------------------------------------------------------------------
                                 For the period
        Subaccount  (date of inception - 6/5/95)            from inception
       (Policy issued with Enhanced Death Benefit)                 to
                                                               12/31/95
- ------------------------------------------------------------------------------
Alger American Growth
Alger American Small Capitalization
Federated Prime Money Fund II
Federated Fund for U.S. Government Securities
Fidelity VIP II Asset Manager: Growth
Fidelity VIP Equity Income
Fidelity VIP II Contrafund
MFS Emerging Growth
MFS High Income
MFS Research
MFS World Government
Scudder International
T. Rowe Price International
T. Rowe Price New America Growth
T. Rowe Price Equity Income
T. Rowe Price Limited-Term Bond
T. Rowe Price Personal Strategy Balanced
==============================================================================

     Hypothetical Performance Data. United of Omaha may, from time to time, also
disclose yield,  standard total returns,  and non-standard total returns for the
Portfolios of the Series Funds,  including such  disclosure for periods prior to
the dates the Subaccounts  commenced  operations.  For periods prior to the date
the Subaccount commenced operations,  performance  information for Policies will
be calculated  based on the  performance  of the Series Fund  Portfolios and the
assumption that the Subaccounts  were in existence for the same periods as those
indicated for the Series Fund Portfolios,  with the level of Policy charges that
were in effect at the  inception  of the  Subaccounts  (this is  referred  to as
"hypothetical"  performance data). Such standardized but "hypothetical"  average
annual total return information for the Subaccounts of Policies is as follows:
    
                                      -20-

<PAGE>
   

<TABLE>      
<CAPTION>    
==============================================================================================================
           SUBACCOUNT STANDARDIZED "HYPOTHETICAL"         For the                           For the period
            AVERAGE ANNUAL TOTAL RETURN TABLE             1-year         For the 5-year     from inception
                                                          period          period ended            to
Subaccount  (date of inception of corresponding Portfolio)ended             12/31/95           12/31/95
     (Policy issued without Enhanced Death Benefit)       12/31/95
<S>                                                           <C>            <C>                 <C>
- --------------------------------------------------------------------------------------------------------------
Alger American Growth (1/9/87)                               28.35%          19.92%             17.87%
Alger American Small Capitalization (9/21/88)                36.19%          18.78%             21.03%
Federated Prime Money Fund II(11/18/94)                      -2.46%           N/A               -1.95%
Federated Fund for U.S. Government Securities (3/29/94)       1.07%           N/A                1.54%
Fidelity VIP II Asset Manager: Growth (1/3/95)                    %           N/A                    %
Fidelity VIP Equity Income (10/9/86)                         27.09%          19.52%             11.89%
Fidelity VIP II Contrafund (1/3/95)                               %           N/A                    %
MFS Emerging Growth (6/1/95)a/                               32.01%          28.67%             18.27%
                            --
MFS High Income (6/1/95)a/, b/                                9.36%          17.07%              9.87%
                        ------
MFS Research (6/1/95)a/                                      30.53%          18.27%             13.49%
                     --
MFS World Government (6/1/95)a/                               6.62%           N/A                4.25%
                             --
Scudder International (5/1/87)                                3.39%           8.60%              7.99%
T. Rowe Price International  (3/1/94)                         3.45%           N/A                2.46%
T. Rowe Price New America Growth (3/1/94)                    42.90%           N/A               22.59%
T. Rowe Price Equity Income (3/1/94)                         26.76%           N/A               18.61%
T. Rowe Price Limited-Term Bond (5/17/94)                     2.17%           N/A                2.46%
T. Rowe Price Personal Strategy Balanced (12/31/94)          20.73%           N/A               20.73%
- --------------------------------------------------------------------------------------------------------------


                                                          For the                           For the period
Subaccount (date of inception of corresponding Portfolio) 1-year         For the 5-year     from inception
       (Policy issued with Enhanced Death Benefit)        period          period ended             to
                                                          ended             12/31/95           12/31/95
                                                          12/31/95
- --------------------------------------------------------------------------------------------------------------
Alger American Growth (1/9/87)                               27.89%          19.50%             17.46%
Alger American Small Capitalization (9/21/88)                35.71%          18.37%             20.61%
Federated Prime Money Fund II (11/18/94)                     -2.82%           N/A               -2.33%
Federated Fund for U.S. Government Securities (3/29/94)       0.70%           N/A                1.17%
Fidelity VIP II Asset Manager: Growth (1/3/95)                    %           N/A               11.31%
Fidelity VIP Equity Income (10/9/86)                         26.63%          19.10%             11.50%
Fidelity VIP II Contrafund (1/3/95)                               %           N/A                    %
MFS Emerging Growth (6/1/95)a/                               31.54%          28.22%             18.18%
                            --
MFS High Income (6/1/95)a/, c/                                8.96%          16.66%              9.49%
                        ------
MFS Research (6/1/95)a/                                      30.07%          17.85%             13.14%
                     --
MFS World Government (6/1/95)a/                               6.23%           N/A                3.85%
                             --
Scudder International (5/1/87)                                3.01%          8.21%               7.62%
T. Rowe Price International  (3/1/94)                         3.07%           N/A                2.08%
T. Rowe Price New America Growth (3/1/94)                    42.39%           N/A               22.15%
T. Rowe Price Equity Income (3/1/94)                         26.31%           N/A               18.19%
T. Rowe Price Limited-Term Bond (5/17/94)                     1.79%           N/A                2.07%
T. Rowe Price Personal Strategy Balanced (12/31/94)          20.30%           N/A               20.30%

</TABLE>
    
                                     - 21 -

<PAGE>
   

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

  a/ For these Subaccounts,  the information  presented is so-called "synthetic"
performance  data.  As  of  12/31/95,   the  underlying   portfolios  for  these
Subaccounts either had less than one year of actual performance data, or had not
commenced  operations,  so no historical  performance data exists for the actual
portfolios  in which these  Subaccounts  will invest.  However,  the  investment
advisor for those  portfolios  manages other  comparable  mutual fund portfolios
(Fidelity  Asset Manager  Growth Fund,  Fidelity  Contrafund  Fund, MFS Emerging
Growth Fund,  MFS High Income  Fund,  MFS Research  Fund,  MFS World  Government
Fund);  although these  comparable  portfolios are not the actual  portfolios in
which  the  Variable  Account  will  invest,   they  have  the  same  investment
objectives,  and  use the  same  investment  strategies  and  techniques  as are
contemplated  for the  actual  portfolios  in which the  Variable  Account  will
invest.  The figures represent what the investment  performance of each of these
Subaccounts would have been IF those Subaccounts had been in existence since the
inception of the comparable  portfolios and if the Subaccounts had been invested
in those  portfolios.  Since the Subaccounts will not invest in these comparable
portfolios,  these  are  not  actual  performance  figures  for  the  applicable
Subaccounts.  THESE ARE  "SYNTHETIC"  AVERAGE  ANNUAL TOTAL RETURN FIGURES WHICH
REPRESENT THE PERFORMANCE OF THE COMPARABLE  PORTFOLIOS (WHICH ARE NOT AVAILABLE
UNDER THE POLICY).
      The  data  presented  may  not  necessarily  be  an  indicator  of  future
performance. The "synthetic" data is based on actual performance and expenses of
the comparable portfolios,  adjusted to reflect the Withdrawal Charge, Mortality
and Expense Risk Fee,  Administrative Expense Charge, the Annual Policy Fee, and
the Enhanced Death Benefit Charge (if applicable).
  b/ For the following  Subaccount,  the  standardized  but  synthetic  average
annual total return for the 10-year period ended  12/31/95  WITHOUT the Enhanced
Death Benefit Amendment is:  MFS High Income,  7.84%.

   c/   For the following  Subaccount,  the standardized but synthetic  average
annual total  return for the 10-year  period  ended  12/31/95  WITH the Enhanced
Death Benefit Amendment is:  MFS High Income, 7.47%.
================================================================================

Such  non-standardized  (i.e.,  assuming no withdrawal  charge) but hypothetical
average annual total return information for the Subaccounts is as follows:
<TABLE>      
<CAPTION>   
 ==============================================================================================================
       SUBACCOUNT NON-STANDARDIZED "HYPOTHETICAL"         For the                           For the period
            AVERAGE ANNUAL TOTAL RETURN TABLE             1-year         For the 5-year     from inception
                                                          period          period ended            to
Subaccount  (date of inception of corresponding Portfolio) ended             12/31/95           12/31/95
     (Policy issued without Enhanced Death Benefit)       12/31/95
<S>                                                         <C>               <C>                 <C>
- --------------------------------------------------------------------------------------------------------------
Alger American Growth (1/9/87)                               34.65%          20.18%             17.92%
Alger American Small Capitalization (9/21/88)                42.49%          19.05%             21.03%
Federated Prime Money Fund II (11/18/94)                      3.84%           N/A                3.72%
Federated Fund for U.S. Government Securities (3/29/94)       7.37%           N/A                5.07%
Fidelity VIP II Asset Manager: Growth (1/3/95)                    %           N/A                    %
Fidelity VIP Equity Income (10/9/86)                         33.39%          19.78%             11.89%
Fidelity VIP II Contrafund (1/3/95)                               %           N/A                    %
MFS Emerging Growth (6/1/95)a/                               38.31%          28.86%             18.27%
                            --
MFS High Income (6/1/95)a/,  b/                              15.66%          17.36%              9.87%
                        -------
MFS Research (6/1/95)a/                                      36.83%          18.54%             13.49%
                     --
MFS World Government (6/1/95)a/                              12.92%           N/A                8.18%
                             --
Scudder International (5/1/87)                                9.69%          8.98%               7.99%
T. Rowe Price International  (3/1/94)                         9.75%           N/A                5.94%
T. Rowe Price New America Growth (3/1/94)                    49.20%           N/A               25.65%
T. Rowe Price Equity Income (3/1/94)                         33.06%           N/A               21.74%
T. Rowe Price Limited-Term Bond (5/17/94)                     8.47%           N/A                6.21%
T. Rowe Price Personal Strategy Balanced (12/31/94 )         27.03%           N/A               27.03%
- --------------------------------------------------------------------------------------------------------
    
                                     - 22 -

<PAGE>
   

                                                          For the                           For the period
Subaccount  (date of inception of corresponding Portfolio)1-year         For the 5-year     from inception
       (Policy issued with Enhanced Death Benefit)        period          period ended            to
                                                          ended             12/31/95           12/31/95
                                                          12/31/95

- --------------------------------------------------------------------------------------------------------------
Alger American Growth (1/9/87)                               34.19%          19.77%             17.51%
Alger American Small Capitalization (9/21/88)                42.01%          18.64%             20.61%
Federated Prime Money Fund II (11/18/94)                      3.48%           N/A                3.34%
Federated Fund for U.S. Government Securities (3/29/94)       7.00%           N/A                4.71%
Fidelity VIP II Asset Manager: Growth (1/3/95)                    %           N/A                    %
Fidelity VIP Equity Income (10/9/86)                         32.93%          19.37%             11.50%
Fidelity VIP II Contrafund (1/3/95)                               %           N/A                    %
MFS Emerging Growth (6/1/95)-a/                              37.84%          28.42%             18.18%
                            ---
MFS High Income (6/1/95)a/, c/                               15.26%          16.95%              9.49%
                        ------
MFS Research (6/1/95 )-a/                                    36.37%          18.13%             13.14%
                      ---
MFS World Government (6/1/95)a/                              12.53%           N/A                7.8%
                             --
Scudder International (5/1/87)                                9.31%          8.61%               7.62%
T. Rowe Price International  (3/1/94)                         9.37%           N/A                5.57%
T. Rowe Price New America Growth (3/1/94)                    48.69%           N/A               25.22%
T. Rowe Price Equity Income (3/1/94)                         32.61%           N/A               21.33%
T. Rowe Price Limited-Term Bond (5/17/94)                     8.09%           N/A                5.83%
T. Rowe Price Personal Strategy Balanced (12/31/94 )         26.60%           N/A               26.60%
- --------------------------------------------------------------------------------------------------------------
<FN>

  a/ This is "synthetic" data.  See explanation "a/" in the "Subaccount Standardized Hypothetical Average Annual
Total Return Table" on p. 19.
  b/ For the following  Subaccount,  the non-standardized but synthetic average
annual total return for the 10-year period ended  12/31/95  WITHOUT the Enhanced
Death Benefit Amendment is: MFS High Income, 7.84%.
  c/ For the following Subaccount, the non-standardized but synthetic average annual total return for the 10-year
period ended 12/31/95 WITH the Enhanced Death Benefit Amendment is:  MFS High Income, 7.84%;.
</FN>
</TABLE>
===============================================================================

THE FIGURES ABOVE ARE NOT AN INDICATION OF PRESENT,  PAST, OR FUTURE PERFORMANCE
OF THE APPLICABLE  SUBACCOUNTS OR OF THE ACTUAL  PORTFOLIOS  AVAILABLE UNDER THE
POLICY.

United of Omaha may also disclose  average  annual total returns for Series Fund
Portfolios  (or comparable  portfolios)  since their  inception,  including such
disclosure  for  periods  prior  to the  date  the  Variable  Account  commenced
operations.  These  figures  do not  reflect  the  Variable  Account  or  Policy
expenses. Such average annual total return information is as follows:
    
                                     - 23 -

<PAGE>
   

<TABLE>      
<CAPTION>    
             
==============================================================================================================
                 SERIES FUND PORTFOLIOS                   For the                           For the period
            AVERAGE ANNUAL TOTAL RETURN TABLE             1-year         For the 5-year     from inception
                                                          period          period ended            to
           Series Fund or Comparable Portfolio            ended             12/31/95           12/31/95
      (date of inception of Series Fund Portfolio)        12/31/95
<S>                                                         <C>               <C>                <C>
- --------------------------------------------------------------------------------------------------------------
Alger American Growth (1/9/87)                               36.37%          21.73%             19.44%
Alger American Small Capitalization (9/21/88)                44.31%          20.59%             22.60%
Federated Prime Money Fund II (11/18/94)                      5.20%           N/A                5.13%
Federated Fund for U.S. Government Securities (3/29/94)       8.77%           N/A                6.44%
Fidelity VIP II Asset Manager: Growth (1/3/95)                    %           N/A                    %
Fidelity VIP Equity Income (10/9/86)                         35.09%          21.32%             13.33%
Fidelity VIP II Contrafund (1/3/95)                               %           N/A                    %
MFS Emerging Growth (6/1/95)a/                               40.07%          30.51%             20.30%
                            --
MFS High Income (6/1/95)a/, b/                               17.15%          18.87%             11.30%
                        ------
MFS Research (6/1/95)a/                                      38.59%          19.97%             12.08%
                     --
MFS World Government (6/1/95)a/                              14.40%           N/A                9.60%
                             --
Scudder International (5/1/87)                               11.11%          10.40%              9.39%
T. Rowe Price International  (3/1/94)                        11.18%           N/A                7.31%
T. Rowe Price New America Growth (3/1/94)                    51.08%           N/A               27.24%
T. Rowe Price Equity Income (3/1/94)                         34.76%           N/A               23.30%
T. Rowe Price Limited-Term Bond (5/17/94)                     9.88%           N/A                7.61%
T. Rowe Price Personal Strategy Balanced (12/31/94 )         28.66%           N/A               28.66%
- --------------------------------------------------------------------------------------------------------------
<FN>
  a/ As of 12/31/95,  these underlying  portfolios either had less than one year
of actual  performance data, or had not commenced  operations,  so no historical
performance  data  exists for the actual  portfolios.  However,  the  investment
adviser for those  portfolios  manages other  comparable  mutual fund portfolios
(identified  in  footnote  "a/"  of the  "Subaccount  Standardized  Hypothetical
Average Annual Return Table on p. 19); although these comparable  portfolios are
not the actual portfolios in which the respective Series Fund will invest,  they
have the same investment objectives,  and use the same investment strategies and
techniques as are contemplated for the actual portfolios in which the respective
Series  Fund  will  invest.  Since  the  Series  Fund  will not  invest in these
comparable mutual fund portfolios,  these are not actual performance figures for
the applicable Series Fund portfolio. THESE ARE "SYNTHETIC" AVERAGE ANNUAL TOTAL
RETURN FIGURES WHICH  REPRESENT THE  PERFORMANCE  OF THE  COMPARABLE  PORTFOLIOS
(WHICH ARE NOT AVAILABLE UNDER THE POLICY).
      The  data  presented  may  not  necessarily  be  an  indicator  of  future
performance. The "synthetic" data is based on actual performance and expenses of
the comparable portfolios.
  b/ For the  following  Portfolio,  the average  annual  total  return for the
10-year period ended 12/31/95 is: MFS High Income, 9.25%.
</FN>
</TABLE>
    
================================================================================

         Non-standard  performance  data will only be  disclosed if the standard
performance  data for the required  periods is also  disclosed.  For  additional
information regarding the calculation of other performance data, please refer to
the Statement of Additional Information.
         In advertising and sales literature, the performance of each Subaccount
may be compared to the performance of other variable  annuity issuers in general
or to the  performance of particular  types of variable  annuities  investing in
mutual funds, or mutual fund portfolios  with investment  objectives  similar to
each of the Subaccounts.  Lipper Analytical  Services,  Inc.  ("Lipper") and the
Variable Annuity Research Data Service ("VARDS") are independent  services which
monitor  and rank the  performance  of variable  annuity  issuers in each of the
major categories of investment objectives on an industry-wide basis.
         Lipper's  rankings include  variable life insurance  issuers as well as
variable annuity issuers.  VARDS rankings compare only variable annuity issuers.
The performance  analyses prepared by Lipper and VARDS each rank such issuers on
the basis of total return,  assuming  reinvestment of distributions,  but do not
take sales  charges,  redemption  fees,  or certain  expense  deductions  at the
separate  account level into  consideration.  In addition,  VARDS  prepares risk
adjusted  rankings,  which  consider  the effects of market risk on total return
performance.  This type of ranking  provides  data as to which funds provide the
highest total return within various categories of funds defined by the degree of
risk inherent in their investment objectives.

                                     - 24 -

<PAGE>

         Advertising  and sales  literature may also compare the  performance of
each  Subaccount to the Standard & Poor's Index of 500 Common  Stocks,  a widely
used measure of stock performance. This unmanaged index assumes the reinvestment
of dividends but does not reflect any  "deduction"  for the expense of operating
or managing an investment  portfolio.  Other  independent  ranking  services and
indices may also be used as a source of performance comparison.
         United of Omaha may also report other information  including the effect
of tax-deferred  compounding on a Subaccount's investment returns, or returns in
general,  which may be illustrated by tables,  graphs, or charts. All income and
capital gains derived from Subaccount investments are reinvested and can lead to
substantial  long-term  accumulation  of assets,  provided  that the  underlying
portfolio's investment experience is positive.

The Fixed Account
- -----------------
     This  Prospectus  is generally  intended to serve as a disclosure  document
only for the Policy and the Variable Account. For complete details regarding the
Fixed Account, see the Policy itself.
     Net  Purchase  Payments  allocated  and  amounts  transferred  to the Fixed
Account become part of the general account assets of United of Omaha.  Interests
in the general account have not been registered under the Securities Act of 1933
(the "1933 Act"), nor is the general account registered as an investment company
under the 1940 Act.  Accordingly,  neither the general account nor any interests
therein are generally  subject to the  provisions of the 1933 or 1940 Acts,  and
United of Omaha has been advised that the staff of the  Securities  and Exchange
Commission has not reviewed the disclosures in this  Prospectus  which relate to
the Fixed Account.
     The Fixed  Account  includes all the assets of United of Omaha except those
segregated in the Variable Account or in any other separate  investment account.
The Policy Owner may allocate Net Purchase  Payments to the Fixed Account at the
time of a Purchase  Payment or transfer amounts from the Variable Account to the
Fixed Account.  Instead of the Policy Owner bearing the  investment  risk, as is
the case for Accumulation  Value in the Variable Account,  United of Omaha bears
the full investment risk for all Accumulation Value in the Fixed Account. United
of Omaha has sole  discretion  to invest  the  assets  of its  general  account,
including the Fixed Account, subject to applicable law.
     United of Omaha  guarantees  that it will credit interest to amounts in the
Fixed Account at an effective rate of at least 3% per year. United of Omaha may,
in ITS SOLE  DISCRETION,  credit amounts in the Fixed Account with interest at a
current  interest rate in excess of 3%. Once declared,  a current  interest rate
will be guaranteed  for at least one year. ONE TRANSFER OUT OF THE FIXED ACCOUNT
IS  ALLOWED  EACH  POLICY  YEAR.  Moreover,  the  maximum  amount  that  can  be
transferred  out of the Fixed Account  during any Policy Year will be determined
by  United  of Omaha in its sole  discretion,  but will not be less  than 10% of
Fixed Account  Value on the date of the  transfer.  No charge is imposed on such
transfers.  United of Omaha reserves the right to modify transfer  privileges at
any time. (See  "Transfers," p. 25.) Partial  withdrawals from the Fixed Account
are limited to a pro rata amount (with  withdrawals from the Variable  Account).
Withdrawals  and  transfers  from the Fixed Account may be delayed for up to six
months,   and  withdrawals  may  be  subject  to  a  Withdrawal   Charge.   (See
"Withdrawals," p. 29.) For purposes of crediting interest, the oldest payment or
transfer  into the Fixed  Account,  plus  interest  allocable to that payment or
transfer,  is  considered  to be withdrawn or  transferred  out first;  the next
oldest payment plus interest is considered to be transferred out next, and so on
(this is a "first-in, first-out" procedure).
     United of Omaha  guarantees that, at any time prior to the Annuity Starting
Date, the amount in the Fixed Account  allocable to a particular  Policy will be
not be  less  than  the  amount  of  the  Net  Purchase  Payments  allocated  or
transferred to the Fixed  Account,  plus interest at an effective rate of 3% per
year,  plus any excess interest  credited to amounts in the Fixed Account,  less
any applicable  premium or other taxes allocable to the Fixed Account,  and less
any  amounts  deducted  from  the  Fixed  Account  in  connection  with  partial
withdrawals  (including  any  Withdrawal  Charges) or  transfers to the Variable
Account.
     The current  interest  rates will be  determined  by United of Omaha in its
sole discretion.

     UNITED OF OMAHA'S  MANAGEMENT HAS COMPLETE AND SOLE DISCRETION TO DETERMINE
THE CURRENT  INTEREST  RATES.  UNITED OF OMAHA CANNOT  PREDICT OR GUARANTEE  THE
LEVEL OF FUTURE CURRENT  INTEREST RATES,  EXCEPT THAT UNITED OF OMAHA GUARANTEES
THAT FUTURE CURRENT INTEREST RATES WILL NOT BE BELOW AN EFFECTIVE RATE OF 3% PER
YEAR COMPOUNDED ANNUALLY.  THE POLICY OWNER BEARS THE RISK THAT CURRENT INTEREST
RATES WILL NOT EXCEED AN EFFECTIVE RATE OF 3% PER YEAR.

Transfers
- ---------
     Subject to the limitations and restrictions  described below, transfers out
of a  Subaccount  of the  Variable  Account  may be made any  time  prior to the
Annuity Starting Date, by sending Written Notice, signed by the Policy Owner, to
the Service Office. Transfers also may be requested by telephone, subject to the
provisions described below under "Telephone

                                     - 25 -

<PAGE>

Transactions," p. 29. United of Omaha  reserves the right,  at  any   time   and
without   notice   to  any  party, to modify the transfer  privileges  under the
Policy.

     An  Owner  can  transfer  Accumulation  Value  from one  Subaccount  of the
Variable  Account to another,  or from the Variable Account to the Fixed Account
within certain limits. The minimum amount which may be transferred is the lesser
of $500 or the entire  Subaccount Value. If the Subaccount Value remaining after
a transfer is less than $500,  United of Omaha will  include that amount as part
of the transfer. Transfers out of a Subaccount currently may be made as often as
the Owner wishes, subject to the minimum amount specified above (United of Omaha
reserves the right to otherwise limit or restrict  transfers in the future or to
eliminate  the  transfer  privilege).  United  of Omaha  reserves  the  right to
restrict  transfers  from the Variable  Account to the Fixed  Account of amounts
previously  transferred from the Fixed Account,  for a period of time determined
by United of Omaha.
     A transfer  fee of $10 may be imposed for any  transfer in excess of 12 per
Policy  Year.  The transfer fee is deducted  from the amount  transferred.  (See
"Charges and Deductions," p. 34.)
     Transfers  from the Fixed  Account  currently  may be made once each Policy
Year.  Transfers from the Fixed Account do not count toward the 12 free transfer
limit described  above, and no transfer charge will be imposed on transfers from
the Fixed Account.  Moreover,  the maximum amount that can be transferred out of
the Fixed Account  during any Policy Year will be determined by United of Omaha,
at its sole discretion, but will not be less than 10% of the Fixed Account Value
on the date of the transfer.
     The Policy is designed as a long-term  investment,  for retirement or other
financial  planning.  The Policy is not intended  for active  trading or "market
timing."  Excessive  transfers  could  harm  other  Policy  Owners  by  having a
detrimental effect on portfolio  management (which could occur, for example,  if
it caused excessive commission expense or caused the manager to keep higher cash
reserves than otherwise). Therefore, United of Omaha reserves the right to limit
the number of Transfers  from the  Subaccounts  of the Variable  Account and the
Fixed Account if United of Omaha  believes  that:  (a) excessive  trading by the
Policy Owner or a specific  Transfer request would have a detrimental  effect on
Accumulation Unit values or the share prices of the Portfolios; or (b) United of
Omaha is informed  by one or more of the Series  Funds or the  Variable  Account
that the  purchase  or  redemption  of shares  is to be  restricted  because  of
excessive  trading  or a  Transfer  or group of  Transfers  is  deemed to have a
detrimental  effect on share  prices of one or more  Portfolios  or the Variable
Account.
     Where  permitted  by law,  United  of Omaha  may  accept  a Policy  Owner's
authorization  of third party  reallocation on such Owner's  behalf,  subject to
United of Omaha's rules.  United of Omaha may suspend or cancel such  acceptance
at any time. For example,  third party  reallocation by "market timers" could be
suspended if they cause harm to other Policy Owners. United of Omaha will notify
the Policy Owner of any such  suspension  or  cancellation.  United of Omaha may
restrict the  availability  of  Subaccounts  and the Fixed Account for Transfers
during any period in which the Policy Owner  authorizes  such third party to act
on his behalf.  United of Omaha will give Owners prior  notification of any such
restrictions.  However, United of Omaha will not enforce such restrictions if it
is  provided  with  satisfactory  evidence  that:  (a) such third party has been
appointed  by a court of  competent  jurisdiction  to act on the Policy  Owner's
behalf; or (b) such third party has been appointed by the Policy Owner to act on
his behalf for all his financial affairs.

Dollar Cost Averaging
- ---------------------
     Under the Dollar Cost  Averaging  program,  the Policy  Owner can  instruct
United of Omaha to automatically  transfer, on a periodic basis, a predetermined
amount or  percentage  specified by the Policy Owner from any one  Subaccount or
the Fixed Account to any  Subaccount(s) of the Variable  Account.  The automatic
transfers can occur  monthly,  quarterly,  semi-annually,  or annually,  and the
amount  transferred  each  time  must  be at  least  $100  and  must  be $50 per
Subaccount.  At the time the program  begins,  there must be at least  $5,000 of
Accumulation  Value  in the  applicable  Subaccount  or the  Fixed  Account.  If
transfers are made from the Fixed Account,  the maximum periodic transfer amount
is 10% of that account's value at the time of election,  or a sufficient  amount
to  provide  transfers  for 10  months.  There  is no  maximum  transfer  amount
requirement out of the Subaccounts of the Variable Account.
     Dollar Cost Averaging  results in the purchase of more  Accumulation  Units
when the  Accumulation  Unit value is low, and fewer units when the Accumulation
Unit  value is  high.  However,  there is no  guarantee  that  the  Dollar  Cost
Averaging  program  will result in higher  Accumulation  Value or  otherwise  be
successful.
     The Policy  Owner can request  participation  in the Dollar Cost  Averaging
program when  purchasing the Policy or at a later date.  Transfers will begin on
the first or 15th day (or, if not a Valuation Date, the next following Valuation
Date) of the month,  as  specified  by the Owner,  during  which the  request is
processed. The Owner can specify that only a certain number of transfers will be
made, in which case the program will terminate when that number of transfers has
been made.  Otherwise,  the program will terminate when the amount  remaining in
the  applicable  Subaccount  or, if  applicable,  the Fixed Account is less than
$500.

                                     - 26 -

<PAGE>

     The Owner  can  increase  or  decrease  the  amount  or  percentage  of the
transfers or  discontinue  the program by sending  Written Notice to the Service
Office or by telephone,  if telephone  transactions are authorized.  There is no
charge for participation in this program.

Asset Allocation Program
- ------------------------
     Under the Asset Allocation Program, the Policy Owner can instruct United of
Omaha to allocate purchase payments and Accumulation Value among the Subaccounts
of the Variable  Account and the Fixed  Account in  accordance  with  allocation
instructions   specified  by  the  Policy  Owner  or   allocation   instructions
recommended by United of Omaha and approved by the Policy Owner. United of Omaha
will rebalance a Policy Owner's  investment by allocating  purchase payments and
transferring  Accumulation  Value among the Subaccounts and the Fixed Account to
ensure  conformity with current  allocation  instructions.  Rebalancing  will be
performed on a quarterly, semi-annual or annual basis as specified by the Policy
Owner.  Transfers of  Accumulation  Value made pursuant this program will not be
counted in determining whether the Transfer Fee applies. At the time the program
begins, there must be at least $10,000 of Accumulation Value under the Policy.
     The Policy Owner can request  participation in the Asset Allocation Program
when  purchasing  the  Policy  or at a later  date.  The Owner  can  change  his
allocation  percentage or discontinue  the program by sending  Written Notice to
the  Service  Office or by  calling  1-(800)  238-9354.  There is no charge  for
participation in this program.

                                   THE POLICY
                                   ----------

  The  Ultrannuity  Series V  Variable  Annuity  Policy  is a  Flexible  Payment
Variable  Deferred Annuity Policy.  The rights and benefits under the Policy are
summarized  below;  however,  the  description  of the Policy  contained in this
Prospectus is qualified in its entirety by the Policy itself, a copy of which is
available  upon request  from United of Omaha.  The Policy may be purchased on a
non-tax qualified basis ("Nonqualified Policy") or in connection with retirement
plans or individual  retirement  accounts that qualify for favorable  income tax
treatment  ("Qualified   Policy").   The  Policy  will  remain  in  force  until
surrendered for its Cash Surrender Value, or all Proceeds have been paid under a
Payout Option or as a death benefit or upon termination.

Policy Application and Issuance of Policies
- ------------------------------------------

   
     Before it will  issue a Policy,  United of Omaha must  receive a  completed
Policy  application  and  a  minimum  initial  Purchase  Payment  of  $5,000.  A
Nonqualified  Policy  ordinarily will be issued only in respect of Owner's Age 0
through 80, and a Qualified Policy  ordinarily will be issued only in respect of
Owner's Age 0 through 70 1/2.  United of Omaha  reserves the right to reject any
application  or  Purchase  Payment.  Under  United of  Omaha's  Electronic  Fund
Transfer  program,  the Owner can select a monthly payment schedule  pursuant to
which  purchase  payments will be  automatically  deducted from a bank or credit
union account or other sources.  The minimum size of an initial Purchase Payment
must be at least $2,000. Each subsequent monthly payment must be at least $100.
    
   
  If the  application  can be accepted in the form received,  the initial Net
Purchase  Payment  will be  credited  to the  Accumulation  Value  within  three
business  days after the later of receipt of the  application  or receipt of the
initial  Purchase  Payment.  If the initial  Purchase Payment cannot be credited
because the  application  or other  issuing  requirements  are  incomplete,  the
applicant will be contacted  within three business days and given an explanation
for the delay,  and the initial  Purchase  Payment will be returned at that time
unless  the  applicant  consents  to United of  Omaha's  retaining  the  initial
Purchase  Payment and  crediting  it, net of any charge for  applicable  premium
taxes, as soon as the necessary requirements are completed.
     The date on which the  initial  Net  Purchase  Payment is  credited  to the
Accumulation  Value is the Date of Issue.  The Date of Issue is the date used to
determine Policy Years and Policy anniversaries.

Purchase Payments
- -----------------
     All initial  Purchase  Payment  checks or drafts  should be made payable to
United  of  Omaha  Life  Insurance  Company  and  sent  to the  Service  Office.
Additional  Purchase  Payments should be sent to the Service  Office.  The death
benefit will not take effect  until the check or draft for the Purchase  Payment
is honored.
     Initial Purchase Payment.  The minimum initial Purchase Payment that United
of Omaha currently will accept under both a Nonqualified  Policy and a Qualified
Policy is $5,000 except under the  Electronic  Fund  Transfer  Program where the
minimum initial Purchase  Payment is $2,000.  United of Omaha reserves the right
to increase or decrease this amount.  The initial  Purchase  Payment is the only
Purchase Payment required to be paid under a Policy.

                                     - 27 -

<PAGE>

     Additional  Purchase  Payments.  The  Owner  may  pay  additional  Purchase
Payments.  The minimum  additional  Purchase  Payment under both a  Nonqualified
Policy and a  Qualified  Policy is $500  except  under the  Electronic  Transfer
Program where the minimum  additional  Purchase Payment is $100.  Additional Net
Purchase  Payments will be credited to the Policy and added to the  Accumulation
Value as of the  Valuation  Date when they are  received at the Service  Office.
United of Omaha will not accept any additional  Purchase  Payments  beginning on
the Policy Anniversary following the Owner's 88th birthday.
     Allocation  of Net Purchase  Payments.  An Owner must allocate Net Purchase
Payments to one or more of the Eligible Investments.  The Owner must specify the
initial allocation in the Policy  application.  This allocation will be used for
additional  Net  Purchase  Payments  unless  the  Owner  requests  a  change  of
allocation.  All  allocations  must be made in whole  percentages and must total
100%. The minimum  allocation  amount is $500. If the Owner fails to specify how
Net Purchase  Payments are to be allocated,  the Purchase  Payment(s)  cannot be
accepted.  In states that permit United of Omaha to refund only the Accumulation
Value upon the Owner's  cancellation  of the Policy during the free look period,
the initial Net  Purchase  Payment  will be  allocated  to the Owner's  selected
Subaccounts  on the Date of Issue.  In states  where at least the full  Purchase
Payment is refunded, the portion of the initial Net Purchase Payment (and of any
additional  Purchase Payments made during the free look period) allocated to the
Variable Account will be held in the Money Market  Subaccount for the applicable
Free Look period specified by the state of issue plus 5 days, from the date that
the Policy is mailed from United of Omaha's Service Office. (Since the Free Look
period is measured  from the Owner's date of receipt of the Policy,  the extra 5
days is to allow for  estimated  time needed for delivery of the Policy.) At the
end of that  period,  if the  Policy  has not been  returned  for a refund,  the
initial Net Purchase  Payment will be invested in the  Subaccounts in accordance
with the  allocation  instructions  provided  in the  Owner's  application.  All
additional Net Purchase  Payments received after the end of the free look period
will be allocated and credited to the Owner's Policy as of the Valuation  Period
during which they are received.
     The Owner may change the allocation  instructions for future additional Net
Purchase  Payments by sending Written Notice,  signed by the Owner, to United of
Omaha's Service  Office,  or by telephone  (subject to the provisions  described
below under "Telephone  Transactions,"  p. 29). The allocation change will apply
to  payments  received  on or after the date the  Written  Notice  or  telephone
request is received.
     Payment  Not Honored by Bank.  Any  payment  due under the Policy  which is
derived,  all or in part,  from any  amount  paid to United of Omaha by check or
draft may be postponed  until such time as United of Omaha  determines that such
instrument has been honored.

Accumulation Value
- ------------------
     On the Date of Issue,  the  Accumulation  Value equals the initial Purchase
Payment less any charge for  applicable  premium  taxes.  On any Valuation  Date
thereafter,  the Accumulation Value equals the sum of the values in the Variable
Account and the Fixed Account.
     The  Accumulation  Value is  expected to change  from  Valuation  Period to
Valuation  Period,  reflecting  the expenses and  investment  experience  of the
selected  Eligible  Investments as well as the Variable  Account  deductions for
charges.
     The Variable Account Value.  The Accumulation Value for each Subaccount is 
     equal to:
         (a) the current number of Accumulation Units in the Subaccount for the 
             Policy; multiplied by
         (b) the current Accumulation Unit value.
     A Net Purchase  Payment or transfer  allocated to a Subaccount is converted
into  Accumulation  Units by dividing it by the Accumulation  Unit value for the
Valuation  Period during which the Net Purchase Payment or transfer is allocated
to the Variable Account. The initial Accumulation Unit value for each Subaccount
was set at $10 when the Subaccount was established.  The Accumulation Unit value
may increase or decrease from one Valuation Date to the next.
     The  Accumulation  Unit value for a  Subaccount  on any  Valuation  Date is
calculated as follows:
         (a) The net asset value per share of the  Portfolio  multiplied  by the
             number of shares  held in the  Subaccount,  before the  purchase or
             redemption of any shares on that date; minus
         (b) the cumulative unpaid charge for the Mortality and Expense Risk 
             Charge and Administrative Expense Charge; minus
         (c) any applicable charge for federal and state income taxes, if any;
             the result divided by
         (d) the total number of  Accumulation  Units held in the  Subaccount on
             the  Valuation  Date,  before the  purchase  or  redemption  of any
             Accumulation Units on that day.
Positive  investment  experience of the  applicable  Portfolio will increase the
Accumulation  Unit values and negative  investment  experience will decrease the
Unit values. Expenses and deductions will have a negative effect on Unit values.

                                     - 28 -

<PAGE>

     The Fixed Account Value. The Accumulation Value of the Fixed Account on any
         Valuation  Date is equal to: 
          (a) the  Accumulation  Value at the end of the preceding Policy Month;
              plus 
          (b) any  Net  Purchase Payments credited since the end of the previous
              Policy Month; plus
          (c) any transfers from the  Subaccounts  credited to the Fixed Account
              since the end of the previous Policy Month; minus
         (d)  any transfers from the Fixed Account to the Subaccounts since the 
              end of the previous Policy Month; minus
         (e)  any partial withdrawal and Withdrawal Charge taken from the Fixed
              Account since the end of the previous Policy Month; plus
         (f)  interest credited on the Fixed Account balance.
United of Omaha guarantees that the Accumulation Value in the Fixed Account will
be credited with an effective annual interest rate of at least 3%.

Telephone Transactions
- ----------------------
     Owners  can  make  transfers,   partial  withdrawals,   and/or  change  the
allocation of subsequent Net Purchase Payments by telephone if they have checked
the "Telephone Transaction Authorization" box in the application or if they have
subsequently  authorized  telephone  transactions  in  writing.  United of Omaha
and/or  its  Service  Office  will  not be  liable  for  following  instructions
communicated  by telephone  that it believes to be genuine.  However,  United of
Omaha and/or its Service  Office will employ  reasonable  procedures  to confirm
that  instructions  communicated  by telephone  are genuine.  If United of Omaha
and/or its Service Office fails to do so, it may be liable for any losses due to
unauthorized or fraudulent instructions. All telephone requests will be recorded
on voice  recorder  equipment for the  protection  of the Policy  Owner.  Owners
making  telephone  requests  will be required to provide  their social  security
number and/or other information for identification purposes.
     Telephone  requests  must be received  at the Service  Office no later than
4:00 p.m.  Eastern time in order to be processed.  Telephone  transfer  requests
will not be accepted after that time.
     The telephone  transaction  privilege may be discontinued at any time as to
some or all Owners.

Non-participating Policy
- ------------------------
     The Policy does not participate or share in the profits or surplus earnings
of United of Omaha. No dividends are payable on the Policy.

Termination
- -----------
     If the Accumulation Value is less than $500, United of Omaha may cancel the
Policy upon 60 days' notice to the Owner. This cancellation will be considered a
full surrender of the Policy. If the Accumulation  Value in any Subaccount falls
below  $500,  United of Omaha  reserves  the  right to  transfer  the  remaining
balance, without charge, to the Money Market Subaccount.

                         DISTRIBUTIONS UNDER THE POLICY
                         ------------------------------
Withdrawals
- -----------
     The Owner may  withdraw  all or a portion  of the Cash  Surrender  Value in
exchange for a cash payment from United of Omaha.  The Cash  Surrender  Value is
the Accumulation  Value less any applicable  Withdrawal  Charge,  any applicable
Policy Fee, any applicable  premium taxes, and, if the Enhanced Death Benefit is
elected,  the Enhanced Death Benefit Charge.  (See "Charges and  Deductions," p.
34).
     The Owner may withdraw Cash  Surrender  Value from the Variable  Account at
any time prior to the  Annuity  Starting  Date by  sending a Written  Request to
United of Omaha's Service Office.  The minimum amount that can be withdrawn from
any Eligible  Investment  is $500.  After a partial  withdrawal,  the  remaining
Accumulation Value must be at least $500. In the absence of written instructions
from the Owner,  withdrawals  will result in cancellation of Accumulation  Units
from each applicable Subaccount and the deduction of Accumulation Value from the
Fixed Account in the ratio that the value of each such Eligible Investment bears
to the total Accumulation Value of the Policy (i.e., pro rata from each Eligible
Investment).  No more than a  pro-rata  amount may be  withdrawn  from the Fixed
Account for any  partial  withdrawal.  If the Owner  requests a  surrender,  the
Policy must be returned to the Service Office.
     Withdrawals from the Fixed Account may be delayed for up to six months.
     Each Policy Year the Owner may  withdraw  up to 15% of  Accumulation  Value
without  deduction of a Withdrawal  Charge.  Amounts withdrawn in excess of this
free withdrawal  amount may be subject to the Withdrawal Charge of up to 7%. For
a discussion of the Withdrawal Charge, see "Withdrawal Charge," p. 34.
    
     Withdrawals  may be taxable and  subject to a penalty  tax.  (See  "Certain
Federal Income Tax Consequences," p. 36.)

                                     - 29 -

<PAGE>

     Since the Owner  assumes the  investment  risk with respect to Net Purchase
Payments  allocated  to  the  Variable  Account,   and  because  surrenders  and
withdrawals  are  subject  to a  Withdrawal  Charge,  and  possibly a charge for
premium taxes,  the total amount paid upon total surrender of the Policy (taking
any prior partial  withdrawals  into account) may be more or less than the total
Purchase Payments made.  Following a surrender of the Policy, or at any time the
Accumulation Value is zero, all rights of the Owner will terminate.

Systematic Withdrawal Plan
- --------------------------
     Under the Systematic  Withdrawal Plan, the Policy Owner can instruct United
of Omaha to make automatic  payments of a  predetermined  dollar amount or fixed
percentage of Accumulation  Value to them monthly,  quarterly,  semi-annually or
annually from a specified Eligible Investment. The minimum systematic withdrawal
payment is $100.  The "Request for  Systematic  Withdrawal"  form must specify a
date for the first payment,  which must be at least 30 but not more than 90 days
after the form is submitted. The Owner may specify the Eligible Investments from
which  Systematic  Withdrawals  will be made, but no more than a pro-rata amount
can be  withdrawn  from the Fixed  Account.  If the Owner does not  specify  the
Eligible  Investments  from  which  Systematic  Withdrawals  are  to  be  taken,
Systematic  Withdrawals  will be taken  from  each  Eligible  Investment  in the
proportion that the Accumulation Value in each Eligible  Investment bears to the
total Accumulation Value of the Policy.
     The Withdrawal Charge will apply in accordance with its terms.
    
     A qualified tax adviser should be consulted before a Systematic  Withdrawal
Plan is  requested  since  distributions  under such a Plan may be  taxable  and
subject to  a  penalty  tax. (See "Certain  Federal  Income Tax  Consequences,"
p. 36.)

Annuity Payments
- ----------------
     Payees receiving  Annuity Payments under the Policy must be individuals who
receive  payments in their own behalf  unless  otherwise  agreed to by United of
Omaha.  Any  Payout  Option  chosen  will be  effective  when  United  of  Omaha
acknowledges  it.  United  of Omaha  may  require  proof of the  Owner's  or the
Annuitant's age or survival.  The level of Annuity Payments is determined by the
Accumulation  Value,  the age and sex of the  Annuitant,  and the Payout  Option
elected.

     Annuity Starting Date. Unless the Annuity Starting Date is changed, Annuity
Payments  under a  Policy  will  begin on the  Annuity  Starting  Date  which is
selected by the Policy  Owner at the time the Policy is applied  for. The latest
Annuity Starting Date permitted is when the Annuitant  attains age 95 (age 85 in
Pennsylvania).  An earlier  Annuity  Starting  Date is  required  for  Qualified
Contracts.  The Annuity  Starting  Date may be changed  from time to time by the
Policy Owner by Written Notice to United of Omaha,  provided that notice of each
change is received by United of Omaha at its Service Office at least thirty (30)
days prior to the then current Annuity Starting Date.

   
     Election of Payout Option. The Policy Owner will choose a Payout Option, to
provide  variable annuity payments or fixed annuity payments or a combination of
both,  under which the Policy Proceeds will be paid to the  Payee(s)shown in the
Policy  application.  During the  lifetime of the Owner and prior to the Annuity
Starting Date,  the Policy Owner may change the election,  but Written Notice of
any  election or change of  election  must be received by United of Omaha at its
Service Office at least thirty (30) days prior to the Annuity  Starting Date. If
no election is made prior to the Annuity  Starting Date,  then the  Accumulation
Value in the Variable Account will be used to provide variable Annuity Payments,
and the  Accumulation  Value in the Fixed  Account will be used to provide fixed
Annuity  Payments,  and Annuity  Payments  will be made under Option 4 providing
lifetime income with payments  guaranteed for 10 years. United of Omaha reserves
the right to pay the Proceeds in one sum when the Proceeds are less than $2,000,
or when the Payout Option chosen would result in periodic  payments of less than
$20.
     If the Owner dies prior to the Annuity  Starting Date (and the Policy is in
force),  the Beneficiary may elect to receive the death benefit under one of the
Payout  Options,  to the extent  allowed by law and  subject to the terms of any
settlement agreement. (See "Death Benefit," p. 32.)
     The longer the guaranteed or projected Payout Option period,  the lower the
     amount of each payment.  Unless the Policy Owner specifies  otherwise,  the
     Payee shall be the Annuitant.

     Fixed Annuity Payments.  Fixed annuity payments are available under all six
Payout Options below.  Under each fixed Payout Option the amount of each payment
will be set on the Annuity  Starting Date and will not change.  Annuity Payments
will begin on that date.  The  Accumulation  Value  will be  transferred  to the
general  account of United of Omaha,  and the Annuity  Payments will be fixed in
amount  by the  fixed  annuity  provisions  selected  and  the  age  and sex (if
consideration  of sex is allowed) of the  Annuitant.  The  guaranteed  effective
annual  interest  rate  used in the  Payout  Options  is 3%.  Using a  procedure
approved by its Board of Directors, United of Omaha may, at ITS SOLE DISCRETION,


                                     - 30 -

<PAGE>

declare  additional  interest to be paid or credited annually for Payout Options
1, 2, 3, or 6. Current  immediate  annuity rates for the same class of annuities
will be used if higher than the guaranteed amounts (guaranteed amounts are based
upon the tables  contained in the Policy).  The guaranteed  amounts are based on
the 1983 Table "a" mortality table, and 3.0% guaranteed  interest rate.  Current
amounts may be obtained from United of Omaha. For further  information,  contact
United of Omaha at its Service Office.

     Variable  Annuity  Payments.  Only Payout Options 2, 4, and 6 are available
for variable  annuity  payments.  The dollar amount of the first monthly annuity
payment will be determined by applying the Annuity  Purchase Value  allocated to
variable  annuity  payments to the annuity table applicable to the Payout Option
chosen.  The tables are determined  from the 1983 Table "a" mortality table with
an assumed investment rate of 4%. If more than one subaccount has been selected,
the Accumulation  Value of each subaccount is applied  separately to the annuity
table to determine the amount of the first annuity payment  attributable to that
particular subaccount.
             All  variable  annuity  payments  other than the first will vary in
amount  according to the investment  performance of the applicable  subaccounts.
The amount of each  subsequent  payment  is the sum of:  the number of  Variable
Annuity Units for each  subaccount as determined  for the first annuity  payment
multiplied by the value of a Variable  Annuity Unit for that  subaccount 10 days
prior to the date the variable  annuity payment is due. This amount may increase
or decrease from month to month.
           

            If the net  investment  return of a subaccount for a payment period
is equal to the pro-rated portion of the 4% annual assumed  investment rate, the
variable  annuity payment  attributable  to that subaccount for that period will
equal the payment for the prior period.  To the extent that such net  investment
return exceeds an annualized  rate of 4% for a payment  period,  the payment for
that  period will be greater  than the  payment for the prior  period and to the
extent that such return for a period falls short of an anualized rate of 4%, the
payment for that period will be less than the payment for the prior period.


     Transfers  between  fixed  and  variable  subaccounts.  After  the  Annuity
Commencement Date the annuitant may exchange the value of a designated number of
Variable  Annuity Units of a particular  subaccount into other Variable  Annuity
Units,  the value of which  would be such that the  dollar  amount of an annuity
payment made on the date of the exchange  would be unaffected by the fact of the
exchange. No more than four (4) exchanges may be made within each account year.
         Transfers may be made between  subaccounts and from a subaccount to the
fixed  account.  No exchanges may be made from the fixed account to the variable
subaccounts.  Transfers will be made using the Variable  Annuity Unit values for
the Valuation Period during which any request is received by United of Omaha.
    
     Payout Options.  The Policy provides six Payout Options which are described
below.

         Option 1 -- Proceeds  Held on Deposit at  Interest.  While the Proceeds
are held by United of Omaha, United of Omaha will annually:
     (a)  pay interest to the Payee; or
     (b)  add interest to the Proceeds.
         Option 2 -- Income of a Specified Amount.  The Proceeds will be paid in
monthly  installments  of a  specified  amount  over at least a five year period
until the Proceeds, with interest, have been fully paid.
         Option 3 -- Income for a Specified Period. The Proceeds will be paid in
installments for the number of years chosen. The monthly incomes for each $1,000
of  Proceeds,  shown in the  table set forth in the  Policy,  include  interest.
United of Omaha will provide the income  amounts for payments other than monthly
upon request.
         Option 4 --  Lifetime  Income.  The  Proceeds  will be paid as  monthly
income  for as  long  as the  Annuitant  lives.  The  following  guarantees  are
available:
            Guaranteed Period - The monthly income will be paid for a minimum of
            10  years  and  as  long  thereafter  as  the  Annuitant  lives;  or
            Guaranteed Amount - The monthly income will be paid until the sum of
            all  payments  equals the  Proceeds  placed under this option and as
            long thereafter as the Annuitant lives.

   
The monthly income will be the amount computed using either the Lifetime Monthly
Income  Table set  forth in the  Policy  (which  is based on the 1983  Table "a"
mortality  table and interest at 3%,  adjusted to age last birthday) or, if more
favorable to the  Annuitant,  United of Omaha's then  current  lifetime  monthly
income  rates for  payment of  Proceeds.  NOTE  CAREFULLY.  If no  guarantee  is
elected,  then IT WOULD BE POSSIBLE  FOR ONLY ONE ANNUITY  PAYMENT TO BE MADE if
the Annuitant(s)  were to die before the due date of the second annuity payment;
only two Annuity Payments if the Annuitant(s) were to die before the due date of
the third annuity payment; and so forth. When the Annuitant dies, any


                                     - 31 -

<PAGE>



remaining guaranteed Annuity Payments will be paid to the Beneficiary.  When the
last  Payee  dies,  United of Omaha  will pay to the  estate  of that  Payee any
remaining guaranteed Annuity Payments.
    
         Option 5 -- Lump Sum.  The Proceeds will be paid in one sum.
         
   
         Option 6 -- Alternative Schedule. Upon request and if available, United
of Omaha will provide  payments for other options,  including joint and survivor
periods. Certain options may not be available in some states.


If  variable  Annuity  Payments  are being made  under  Option 2 or 6 and do not
involve  life  contingencies,  then the Owner may  surrender  the  Contract  and
receive the communited value of any unpaid Annuity Payments.
    
Additional information about any Payout Option may be obtained by contacting the
Service Office.

                                      * * *

     A portion or the entire  amount of the Annuity  Payments  may be taxable as
ordinary  income.  If, at the time the Annuity  Payments begin, the Policy Owner
has not  provided  United of Omaha with a written  election  not to have federal
income taxes withheld,  United of Omaha must by law withhold such taxes from the
taxable  portion of such  annuity  payments and remit that amount to the federal
government. Withholding is mandatory for certain Qualified Policies.
(See "Certain Federal Income Tax Consequences," p. 36.)

Death Benefit
- -------------
     Death of Owner Prior to Annuity  Starting Date. If any Owner or joint Owner
dies prior the Annuity  Starting  Date (and the Policy is in force),  the Policy
will terminate,  and a death benefit will be paid to the Beneficiary.  The death
benefit will equal the largest of (i) the Accumulation  Value (without deduction
of the Withdrawal  Charge), on the later of the date on which Due Proof of Death
or an election of Payout Option is received by United of Omaha's  Service Office
less any charge for applicable  premium  taxes;  or (ii) the sum of Net Purchase
Payments, less partial withdrawals.

   
     The death  benefit  is  payable  upon  receipt of Due Proof of Death of the
first Owner to die, election of a Payout Option,  and proof that such Owner died
prior to the commencement of Annuity Payments.  The death benefit generally will
be paid  within  seven  days,  or as soon  thereafter  as  United  of Omaha  has
sufficient   information  about  the  Beneficiary  to  make  the  payment.   The
Beneficiary  may  receive  the amount  payable in a lump sum cash  benefit,  or,
subject to any  limitation  under any state or federal law, rule, or regulation,
under one of the Payout Options described above,  unless a settlement  agreement
is  effective  at the  death of the  Owner  that  prevents  such  election.  The
Beneficiary  must make such  election  within  sixty days of the date  United of
Omaha receives Due Proof of Death; otherwise a lump sum payment will be made.
     If an Owner of the Policy is a corporation,  trust or other  nonindividual,
the primary  Annuitant will be treated as an Owner of the Policy for purposes of
the death benefit. The "primary Annuitant" is that individual whose life affects
the timing or the amount of the payout under the Policy. A change in the primary
Annuitant will be treated as the death of an Owner.
     If the  Annuitant  is an Owner or joint Owner,  the death of the  Annuitant
will be treated as the death of an Owner rather than of the Annuitant.
     (If the Annuitant is not an Owner and the Annuitant dies before the Annuity
Starting  Date,  the Owner may name a new  Annuitant  if such  Owner(s) is not a
corporation or other non-individual. If the Owner does not name a new Annuitant,
the Owner will become the Annuitant.)
    

     Elective  Death  Benefit  Amendment.  If this  Amendment is attached to the
Policy and any Owner or Joint Owner dies prior to age 81, the Death Benefit will
equal the greatest of: (1) the Accumulation Value as of the end of the valuation
period  during  which due proof of death and an election of a payout  option are
received by us; (2) the  greatest  Anniversary  Value plus  subsequent  purchase
payments and less any subsequent  partial  withdrawals;7  and (3) the sum of all
net  purchase  payments,  less any partial  withdrawals,  accumulated  at a 4.5%
annual rate of interest up to a maximum of two times each purchase payment.
     If any Owner or Joint Owner dies after  attaining age 81, the Death Benefit
under the Amendment will equal the greatest of: (1) the Accumulation Value as of
the end of the valuation  period during which due proof of death and an election
of a payout option are received by us; (2) the greatest  Anniversary Value prior
to the last  Policy  Anniversary  before  the Owner  attained  age 81,  plus any
subsequent purchase payments and less any subsequent purchase payments
- --------
7The Anniversary Value equals the Accumulation Value on a Policy Anniversary and
any subsequent Purchase payments less partial withdrawals and undeducted premium
tax.

                                     - 32 -

<PAGE>

and less any subsequent partial withdrawals; and (3) the sum of all net purchase
payments paid prior to the last Policy Anniversary before the Owner attained age
81, less any partial  withdrawals  accumulated at a 4.5% annual rate of interest
up to a maximum of two times each purchase payment. If the death benefit payable
equals (3), United of Omaha will add to the death benefit  amount,  any purchase
payments paid after the last Policy  Anniversary  before the Owner  attained age
81.

   
     The Elective Death Benefit is not available for non-person owners.
    

     Any applicable  premium  tax  not  previously  deducted  will be  deducted
     from the death benefit payable.

   
     Accidental Death Benefit.  If any  Owner  or  Joint  Owner dies from bodily
injury sustained in a common carrier accident,  United  of Omaha  will  pay  the
Standard  Death   Benefit or  the  Enhanced   Death   Benefit,  as  applicable,
multiplied by two,  instead   of the amount that would otherwise be payable.


     For this  benefit to be payable,  bodily  injury must be  sustained  by the
Owner while a passenger in a common  carrier.  Death must be  independent of any
sickness  or other  causes  and  must  occur  within  90 days of the date of the
accident.  United  of Omaha  will pay only the  Standard  Death  Benefit  or the
Enhanced  Death Benefit,  if  applicable,  if the Owner's death results from the
following:  (a) suicide; (b) an act of declared or undeclared war; (c) an injury
received while intoxicated;  (d) an injury received while the owner is under the
influence  of a controlled  substance,  unless  administered  on the advice of a
physician;  or (e) an injury received while committing a felony or engaged in an
illegal  occupation.  The  Accidental  Death Benefit may not be available in all
states.
    

     Death of Owner On or After  Annuity  Starting  Date.  If any Owner or joint
Owner dies on or after the  Annuity  Starting  Date and before all the  Proceeds
have been paid, any remaining Proceeds will be paid at least as rapidly as under
the Payout Option in effect at the time of the death.
     Beneficiary.  The Owner may change the named Beneficiary by sending Written
Notice to the Service Office unless the named  Beneficiary is irrevocable.  When
recorded and acknowledged by United of Omaha, the change will be effective as of
the date the Owner signed the request. The change will not apply to any payments
made or other  action taken by United of Omaha  before  recording.  If the named
Beneficiary is irrevocable,  the Owner may change the named  Beneficiary only by
joint written request from the Owner and the Beneficiary. If more than one named
Beneficiary  is  designated,  and  the  Policy  Owner  fails  to  specify  their
interests, they will share equally.
     If there are joint  Owners,  the  surviving  joint Owner will be deemed the
Beneficiary,  and  the  Beneficiary  named  in  the  Policy  application  or  as
subsequently  changed will be deemed the contingent  Beneficiary.  If both joint
Owners die  simultaneously,  the death  benefit  will be paid to the  contingent
Beneficiary.
     If the Beneficiary is the deceased Owner's surviving spouse, the spouse may
elect  either to  receive  the death  benefit,  in which  case the  Policy  will
terminate, or to continue the Policy in force with the spouse as Owner.
     If the named Beneficiary does not survive the Owner, then the estate of the
Owner is the Beneficiary.

IRS Required Distribution
- -------------------------
     Federal tax law requires  that if a Policy Owner of a  nonqualified  Policy
dies before the Annuity  Starting Date, then the entire value of the Policy must
generally be  distributed  within five years of the date of death of such Policy
Owner.  Therefore,  generally,  any death benefit must be paid within five years
after the date of death.  The  five-year  rule does not apply to that portion of
the  Proceeds  which  (a) is  payable  to or for the  benefit  of an  individual
Beneficiary;  and (b) will be paid over the lifetime or the life  expectancy  of
that  Beneficiary  as long as  payments  begin not later than one year after the
date of the Owner's death. Special rules may apply to the spouse of the deceased
Owner. See "Federal Tax Matters" in the Statement of Additional  Information for
a detailed  description of these rules. Other required  distribution rules apply
to Qualified Contracts.  (See "Certain Federal Income Tax Consequences," p. 36.)
The Policy contains provisions designed to comply with these requirements.

   
Restrictions Under the Texas Optional Retirement Program
- --------------------------------------------------------
     The Texas  Educational  Code  permits  participants  in the Texas  Optional
Retirement Program (ORP) to withdraw their interest in a variable annuity Policy
issued  under the ORP only upon:  (1)  termination  of  employment  in the Texas
public  institutions  of  higher  education;  (2)  retirement;  (3) death or (4)
participant's  attainment of age 70 1/2.  Accordingly,  a participant in the ORP
(or the  participant's  estate if the  participant has died) will be required to
obtain a certificate of termination  from the employer or a certificate of death
before the Policy can be redeemed.
    


                                     - 33 -

<PAGE>

                             CHARGES AND DEDUCTIONS
                             ----------------------

     United of Omaha will make certain charges and deductions in connection with
the Policy in order to compensate it for incurring  expenses in distributing the
Policy,  bearing mortality and expense risks under the Policy, and administering
the  Accounts  and the  Policies.  Charges may also be made for  premium  taxes,
federal,  state or local taxes (or the economic burden thereof),  or for certain
transfers. Charges and expenses are also deducted from each Portfolio.

Withdrawal Charge
- -----------------
     United of Omaha  will  incur  expenses  relating  to the sale of  Policies,
including  commissions  to  registered  representatives  and  other  promotional
expenses.  United  of Omaha  will  apply a  Withdrawal  Charge,  expressed  as a
percentage of any Purchase Payment surrendered or withdrawn,  in connection with
a full surrender or partial withdrawal, in order to partially cover distribution
expenses.  The Withdrawal  Charge Percentage will vary depending upon the number
of years that have  elapsed  since the date the Purchase  Payment was made.  The
amount of the Withdrawal  Charge is determined by multiplying the amount of each
Purchase Payment withdrawn by the applicable Withdrawal Charge Percentages.  For
purposes of determining the Withdrawal  Charge,  the oldest Purchase  Payment is
considered to be withdrawn first; the next oldest Purchase Payment is considered
to be withdrawn next, and so on (this is a "first-in, first-out" procedure), and
all Purchase Payments are deemed to be withdrawn before any earnings. The amount
of the partial withdrawal  requested plus any Withdrawal Charge will be deducted
from the  Accumulation  Value on the date an Owner's Written Request is received
at the Service Office. In the absence of other instructions, partial withdrawals
(including  any charge)  will be  deducted  from the  Subaccounts  and the Fixed
Account on a pro-rata  basis.  No more than a pro-rata  amount can be  withdrawn
from  the  Fixed  Account.  The  following  is the  table of  Withdrawal  Charge
Percentages:

================================================================================
  Years Since Receipt of Purchase Payment     1  2    3    4    5    6   7    8+
- --------------------------------------------------------------------------------
  Applicable Withdrawal Charge Percentage    7%  6%   5%   4%   3%  2%  1%    0%
================================================================================

     United of Omaha  anticipates  that the Withdrawal  Charge will not generate
sufficient funds to pay the cost of distributing the Policies. If this charge is
insufficient to cover the distribution expenses, the deficiency will be met from
United of Omaha's  general funds,  which will include  amounts  derived from the
charge for mortality and expense risks (described below).
     Each Policy year, the Owner can withdraw up to 15% of  Accumulation  Value,
without  imposition of the Withdrawal  Charge. A Withdrawal Charge will also not
be applied on the Annuity  Starting  Date if the  Accumulation  Value is applied
after the second Policy  Anniversary to provide  lifetime Annuity Payments under
Payout  Option 4. (The  Withdrawal  Charge will apply to Proceeds  placed  under
Payout  Options 1, 2, 3, 5, and 6.) No  Withdrawal  Charge  will be imposed as a
result of any death benefit  payment or, under  Qualified  Plans,  any refund of
contributions paid in excess of the Owner's deductible amounts.  United of Omaha
will not increase the withdrawal charge.

   
Waiver of Withdrawal Charges
- ----------------------------
     United of Omaha will waive the Withdrawal  Charge upon partial  withdrawals
and surrenders in the event the Owner becomes  confined to a hospital or nursing
home, disabled,  diagnosed with a terminal illness or unemployed.  Those waivers
and any restrictions associated with such waivers are set forth below:
     Nursing Home Waiver.  The Withdrawal Charge will not be imposed as a result
of  any  withdrawal  made  pursuant  to  the  Owner's   confinement,   upon  the
recommendation of a licensed  physician,  to the following  facilities for 30 or
more  consecutive  days:  (a) a hospital  licensed  or  recognized  as a general
hospital by the state in which it is  located;  (b) a hospital  recognized  as a
general hospital by the Joint Commission on the Accreditation of Hospitals;  (c)
a  Medicare  certified  hospital;  (d) a  state  licensed  nursing  home  with a
registered nurse on duty 24 hours a day; and (e) a Medicare  certified long term
care facility.  This waiver only applies to partial  withdrawals  and surrenders
requested no later than 91 days of the last day of confinement to such facility.
Proof of confinement must be provided.  The Nursing Home Waiver is not available
if any Owner is confined to a nursing  home or hospital  facility on the Date of
Issue.
     United of Omaha will not accept any  additional  purchase  payments under a
Policy once the Nursing  Home Waiver has been  elected.  The Nursing Home Waiver
may not be available in all states.
     Disability  Waiver.  The  Withdrawal  Charge  will not be imposed  upon any
withdrawal  where either the Owner is physically  disabled.  United of Omaha may
require proof of such disability,  including written confirmation of receipt and
approval  of any  claim  for  Social  Security  Disability  Benefits.  Proof  of
continued  disability may be required through the date of any partial withdrawal
or surrender. United of Omaha reserves the right to have any Owner claiming such
disability examined by a licensed physician.
    

                                     - 34 -

<PAGE>

   
     United of Omaha will not accept any  additional  purchase  payments under a
Policy once the Disability Waiver has been elected. The Disability Waiver is not
available if any Owneris  receiving Social Security  Disability  Benefits on the
Date of Issue or is age 65 or older. The Disability  Waiver may not be available
in all states.
     Terminal Illness Waiver.  United of Omaha will waive the Withdrawal  Charge
for any withdrawal where the Owner is diagnosed with a terminal illness.  United
of Omaha may require proof of such illness including written confirmation from a
licensed  physician.  United  of  Omaha  reserves  the  right  to have an  Owner
diagnosed with such illness examined by a licensed physician.
     United of Omaha will not accept any  additional  purchase  payments under a
Policy once the Terminal  Illness Waiver has been elected.  The Terminal Illness
Waiver is not available if any Owner is diagnosed with a terminal  illness prior
to or on the Date of Issue.  The Terminal Illness Waiver may not be available in
all states.
     Unemployment  Waiver.  United of Omaha will waive the Withdrawal Charge for
any partial  withdrawal or surrender in the event the Owner becomes  unemployed.
The Unemployment  Waiver is available upon submission of a determination  letter
from a state  Department of Labor  indicating  the Owner  received  unemployment
benefits for at least 60 consecutive  days prior to the election of such waiver.
The  Unemployment  Waiver may be exercised only once and is not available if any
Owner or Annuitant is receiving  unemployment benefits on the Date of Issue. The
Unemployment Waiver may not be available in all states.
     Transplant  Waiver.  United of Omaha  will waive  surrender  charges if the
Owner  undergoes  transplant  surgery  as an organ  donor or  recipient  for the
following body organs:  heart, liver, lung, kidney,  pancreas; or as a recipient
of a bone marrow transplant.  Within 91 days of surgery, the Owner must submit a
letter from a licensed  physician (who is not the Owner of this policy)  stating
that the Owner underwent  transplant surgery for any of these organs.  United of
Omaha reserves the right to have the Owner examined by a physician of its choice
and at its  expense.  This  waiver  may be  exercised  only once per  transplant
surgery.
     Residence Damage Waiver.  United of Omaha will waiver surrender  charges if
the Owner's primary  residence suffers physicial damage in the amount of $50,000
or more. To claim this waiver,  submit to United of Omaha a certified  copy of a
licensed  appraiser's  report  stating the amount of the damage.  This certified
copy  must be  submitted  with 91 days of the  date of the  appriaser's  report.
United of Omaha  reserves  the right to obtain a second  opinion  by having  the
affected  residence  inspected by a licensed  appraiser of its choice and at its
expense, and to rely upon its appraiser's opinion.  This waiver may be exercised
only once per occurrence.
     Death of Spouse or Minor  Dependent  Waiver.  United  of Omaha  will  waive
surrender  charges for  withdrawals of the following  percentage of Accumulation
Value made  within six months of the  Owner's  spouse's  or minor  dependent(s)'
death: death of spouse,  50%; death of minor  dependent(s),  25%. Proof of death
must be  submitted to United of Omaha.  This waiver may be exercised  once for a
spouse  and once for each  minor  dependent,  subject to no more than 50% of the
Accumulation Value being withdrawn pursuant to this wiaver each year. Subsequent
withdrawals,  or  withdrawals  above  the  waiver  limit,  are  subject  to  the
Withdrawal Charge.
    
Mortality and Expense Risk Charge
- ---------------------------------
     United of Omaha imposes a daily charge as compensation  for bearing certain
mortality  and expense risks in  connection  with the  Policies.  This charge is
equal to an  annual  rate of 1.00%  (.0027535%  daily)  of the  value of the net
assets in the Variable  Account and it will not  increase.  On an annual  basis,
approximately   three-fourths   of  this  charge  is  for  mortality  risks  and
approximately  one-fourth is for expense  risks.  The Mortality and Expense Risk
Charge is reflected in the accumulation unit values for each Subaccount.
     Accumulation  Values and Annuity  Payments  are not  affected by changes in
actual mortality  experience or by actual expenses  incurred by United of Omaha.
The  mortality  risks  assumed  by United of Omaha  arise  from its  contractual
obligations to make Annuity Payments  (determined in accordance with the Annuity
tables and other  provisions  contained in the Policy) and to pay death benefits
prior to the Annuity  Starting  Date.  Thus,  Owners are assured that neither an
Annuitant's  own  longevity  nor an  unanticipated  improvement  in general life
expectancy will adversely  affect the periodic  Annuity  Payments that the Payee
will receive under the Policy.
     The  expense  risk  assumed  by United of Omaha is the risk that  United of
Omaha's  actual  expenses  in  administering  the Policy  will exceed the amount
recovered through the Administrative Charges.
     If the Mortality and Expense Risk Charge is insufficient to cover United of
Omaha's  actual costs,  United of Omaha will bear the loss;  conversely,  if the
charge is more than  sufficient  to cover  costs,  the excess  will be profit to
United of Omaha.  United of Omaha  expects  a profit  from this  charge.  To the
extent that the proceeds of the Withdrawal  Charge are insufficient to cover the
actual cost of Policy  distribution,  the deficiency  will be met from United of
Omaha's general  corporate  assets,  which may include amounts,  if any, derived
from the Mortality and Expense Risk Charge.


                                     - 35 -
<PAGE>

Administrative Charges
- ----------------------
     In order to cover the costs of administering the Policies,  United of Omaha
deducts an annual  Policy  Fee from the  Accumulation  Value and also  deducts a
daily Administrative Expense Charge from the assets of each Subaccount.
     The  annual  Policy Fee is  deducted  from the  Accumulation  Value of each
Policy on the last  Valuation  Date of each  Policy  Year  prior to the  Annuity
Starting  Date (and upon a complete  surrender).  This annual Policy Fee is $30,
and it will not be  increased.  The annual Policy Fee will be deducted from each
Subaccount  in the same  proportion  that the  Accumulation  Value in each  such
Eligible  Investment bears to the total  Accumulation  Value of the Policy.  The
portion of the annual Policy Fee deducted from the Subaccounts  will be deducted
by cancelling  Accumulation  Units. This fee is waived if the Accumulation Value
exceeds $50,000 on the last Valuation Date of the applicable Policy Year. United
of Omaha does not anticipate realizing any profit from this fee.
     United of Omaha also deducts a daily Administrative Expense Charge from the
assets of each  Subaccount of the Variable  Account.  This charge is equal to an
annual rate of .20%  (.0005485%  daily) of the net assets of each  Subaccount of
the Variable Account. The Administrative Expense Charge will not be increased in
the future.  United of Omaha does not anticipate  realizing any profit from this
charge.

Enhanced Death Benefit Charge
- -----------------------------
     There will be a charge made each year for expenses  related to the Enhanced
Death Benefit available under the terms of the Elective Death Benefit Amendment.
United of Omaha deducts this charge  through the  cancellation  of  accumulation
units at each Policy  Anniversary  and at  surrender  to  compensate  it for the
increased risks associated with providing the Enhanced Death Benefit.  United of
Omaha  guarantees  that this charge will never exceed an annual rate of 0.35% of
the Average Death Benefit Amount.

Transfer Fee
- ------------
     There is no charge for transfers from the Fixed Account or for the first 12
transfers from Subaccounts of the Variable Account in each Policy Year. However,
there is a $10 fee for the  thirteenth and each  subsequent  request made by the
Owner to transfer  Accumulation  Value from a Subaccount  during a single Policy
Year. Any applicable Transfer Fee is deducted from the amount  transferred.  All
transfer requests made  simultaneously  will be treated as a single request.  No
transfer  fee will be  imposed  for any  transfer  which  is not at the  Owner's
request. The Transfer Fee will not increase.

Premium Taxes
- -------------
     Various  states  and  other  governmental  entities  levy  a  premium  tax,
currently  ranging  up  to  3.5%,  on  annuity  contracts  issued  by  insurance
companies.  Premium  tax  rates  are  subject  to  change  from  time to time by
legislative and other governmental action. In addition, other governmental units
within a state may levy such taxes.
     The timing of tax levies  varies from one taxing  authority to another.  If
premium  taxes are  applicable  to a Policy,  a charge  for such  taxes  will be
deducted,  depending on when such taxes are paid to the taxing authority, either
(a) from Purchase Payments as they are received,  (b) upon payment in respect of
a Surrender of the Policy,  (c) upon death of any Owner, or (d) upon application
of the Proceeds to a Payout Option.

Federal, State and Local Taxes
- ------------------------------
     No charges are currently made for federal, state, or local taxes other than
premium  taxes.  However,  United of Omaha  reserves the right to deduct amounts
from the Subaccounts for such taxes or any other economic burden  resulting from
imposition  of the tax laws  that  United  of Omaha  determines  to be  properly
attributable to the Variable Account in the future.

Other Expenses Including Investment Advisory Fees
- -------------------------------------------------
     Each Portfolio of the Series Funds is responsible  for all of its expenses.
The net assets of each Portfolio of the Series Funds will reflect  deductions in
connection with the investment advisory fee and other expenses.
     For more  information  concerning  the  investment  advisory  fee and other
charges  against the  Portfolios,  see the  prospectuses  for the Series  Funds,
current copies of which accompany this Prospectus.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES
                     ---------------------------------------

     THE  FOLLOWING   DISCUSSION  IS  A  GENERAL   DESCRIPTION  OF  FEDERAL  TAX
CONSIDERATIONS  RELATING TO THE POLICY AND IS NOT  INTENDED AS TAX ADVICE.  THIS
DISCUSSION IS NOT INTENDED TO ADDRESS THE TAX CONSEQUENCES RESULTING FROM ALL OF
THE  SITUATIONS  IN  WHICH  A  PERSON  MAY  BE  ENTITLED  TO OR  MAY  RECEIVE  A
DISTRIBUTION UNDER THE POLICY. ANY PERSON CONCERNED ABOUT THESE TAX

                                     - 36 -
<PAGE>

IMPLICATIONS  SHOULD  CONSULT A COMPETENT  TAX  ADVISOR  BEFORE  INITIATING  ANY
TRANSACTION.  THIS DISCUSSION IS BASED UPON UNITED OF OMAHA'S  UNDERSTANDING  OF
THE PRESENT  FEDERAL  INCOME TAX LAWS AS THEY ARE CURRENTLY  INTERPRETED  BY THE
INTERNAL REVENUE SERVICE.  NO REPRESENTATION IS MADE AS TO THE LIKELIHOOD OF THE
CONTINUATION  OF  THE  PRESENT  FEDERAL  INCOME  TAX  LAWS  OR  OF  THE  CURRENT
INTERPRETATION BY THE INTERNAL REVENUE SERVICE. MOREOVER, THIS SUMMARY DISCUSSES
ONLY CERTAIN FEDERAL INCOME TAX  CONSEQUENCES TO "UNITED STATES PERSONS," AND NO
ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS. UNITED
STATES  PERSONS  MEANS  CITIZENS OR  RESIDENTS  OF THE UNITED  STATES,  DOMESTIC
CORPORATIONS,  DOMESTIC  PARTNERSHIPS  AND TRUSTS OR ESTATES THAT ARE SUBJECT TO
UNITED STATES FEDERAL INCOME TAX REGARDLESS OF THE SOURCE OF THEIR INCOME.

     The Policy may be purchased  on a non-tax  qualified  basis  ("Nonqualified
Policy") or purchased and used in connection with plans qualifying for favorable
tax treatment ("Qualified  Policy").  Qualified Policies are designed for use by
individuals whose Purchase Payments are comprised solely of proceeds from and/or
contributions  under  retirement  plans  which are  intended to qualify as plans
entitled to special income tax treatment under Sections 401(a),  403(b), 408, or
457 of the Internal Revenue Code of 1986, as amended (the "Code").  The ultimate
effect of Federal  income taxes on the amounts  held under a Policy,  on Annuity
Payments, and on the economic benefit to the Policy Owner, the Annuitant, or the
Beneficiary depends,  among other things, on the type of retirement plan, on the
tax and employment status of the individual  concerned and on the employer's tax
status.  In addition,  certain  requirements  must be satisfied in  purchasing a
Qualified  Policy  with  proceeds  from  a  tax  qualified  plan  and  receiving
distributions from a Qualified Policy in order to continue  receiving  favorable
tax treatment. Therefore, purchasers of Qualified Policies should seek competent
legal  and  tax  advice  regarding  the  suitability  of the  Policy  for  their
situation, the applicable requirements,  and the tax treatment of the rights and
benefits of the Policy. The following discussion assumes that a Qualified Policy
is purchased with proceeds from and/or contributions under retirement plans that
qualify for the intended special Federal income tax treatment.

Tax Status of the Policy
- ------------------------
     The  following  discussion  is based  on the  assumption  that  the  Policy
qualifies as an annuity contract for federal income tax purposes.  The Statement
of  Additional  Information  discusses  the  requirements  for  qualifying as an
annuity.

Taxation of Annuities
- ---------------------
     In  General.  Section  72 of the Code  governs  taxation  of  annuities  in
general.  United of Omaha believes that the Policy Owner who is a natural person
generally  is not taxed on  increases  (if any) in the  value of a Policy  until
distribution  occurs by withdrawing all or part of the Accumulation Value (e.g.,
partial withdrawals, full surrenders or Annuity Payments under the Payout Option
elected).  For this purpose,  the assignment,  pledge, or agreement to assign or
pledge any  portion of the  Accumulation  Value (and in the case of a  Qualified
Policy,  any portion of an interest in the  qualified  plan)  generally  will be
treated as a distribution. The taxable portion of a distribution (in the form of
a single sum payment or an annuity) is taxable as ordinary income.
     The owner of any annuity  contract  who is not a natural  person  generally
must include in income any  increase in the excess of the Policy's  Accumulation
Value over the "investment in the contract" (discussed below) during the taxable
year.  There are some  exceptions to this rule,  and a prospective  Policy Owner
that is not a natural  person may wish to discuss  these  with a  competent  tax
adviser.

     THE FOLLOWING  DISCUSSION  GENERALLY APPLIES TO A POLICY OWNED BY A NATURAL
PERSON.

     Surrenders and Partial  Withdrawals.  In the case of a surrender or partial
withdrawal  (including  systematic  withdrawals) under a QUALIFIED POLICY, under
Section 72(e) of the Code a ratable  portion of the amount  received is taxable,
generally  based  on the  ratio  of the  "investment  in  the  contract"  to the
individual's  total accrued  benefit for balance under the retirement  plan. The
"investment  in the  contract"  generally  equals  the  amount  of any  purchase
payments  paid  by or on  behalf  of any  individual.  For a  Policy  issued  in
connection with qualified  plans,  the "investment in the contract" can be zero.
Special tax rules may be available  for certain  distributions  from a Qualified
Policy.
     With  respect to  NONQUALIFIED  POLICIES,  partial  withdrawals  (including
systematic  withdrawals)  are generally  treated as taxable income to the extent
that the Accumulation  Value immediately  before the partial  withdrawal exceeds
the "investment in the contract" at that time.
     Full surrenders are treated as taxable income to the extent that the amount
received exceeds the "investment in the contract."
     Annuity  Payments.  Although  tax  consequences  may vary  depending on the
Payout  Option  elected  under the Policy,  in general,  only the portion of the
payout that  represents the amount by which the  Accumulation  Value exceeds the
"investment  in the  contract"  will be  taxed;  after  the  "investment  in the
contract" is recovered, the full amount of any

                                     - 37 -

<PAGE>

additional  payments  is taxable.  In general  there is no tax on the portion of
each Annuity Payment which represents the same ratio that the "investment in the
contract" bears to the total expected value of the Annuity Payments for the term
of the payments; however, the remainder of each Annuity Payment is taxable. Once
the  "investment in the contract" has been fully  recovered,  the full amount of
any additional Annuity Payments is taxable.  If Annuity Payments cease by reason
of the death of the  Annuitant,  the excess (if any) of the  "investment  in the
contract" as of the Annuity  Starting Date over the aggregate  amount of Annuity
Payments  received on or after the Annuity  Starting Date that was excluded from
gross  income is  allowable  as a  deduction  for the last  taxable  year of the
Annuitant.
     Penalty  Tax.  In the case of a  distribution  pursuant  to a  Nonqualified
Policy,  there may be imposed a Federal  penalty  tax equal to 10% of the amount
treated as taxable  income.  In  general,  however,  there is no penalty  tax on
distributions:  (a) made on or after the date on which the Policy Owner  attains
age 59 1/2; (b) made as a result of death or disability  of a Policy Owner;  (c)
received in substantially  equal periodic  payments as a life annuity or a joint
and survivor annuity for the lives or life  expectancies of the Policy Owner and
a  "designated  beneficiary";  (d)  from a  qualified  plan;  (e)  allocable  to
investment in the Policy before August 14, 1982;  (f) under a qualified  funding
asset (as defined in Code section  130(d));  (g) under an immediate  annuity (as
defined in Code Section 72(u)(4));  or (h) which are purchased by an employer on
termination  of  certain  types of  qualified  plans  and  which are held by the
employer  until the employee  separates  from  service.  Other tax penalties may
apply to certain distributions under a Qualified Policy.
     Death Benefit Proceeds. Amounts may be distributed from the Account because
of the death of a Policy Owner.  Generally,  such amounts are  includable in the
income of the recipient as follows:  (1) if  distributed in a lump sum, they are
taxed in the same  manner as a full  surrender  as  described  above;  or (2) if
distributed under an Annuity Payout Option, they are taxed in the same manner as
Annuity Payments, as described above.
     Transfers, Assignments, or Exchanges of the Policy. A transfer of ownership
of a Policy,  the designation of an Annuitant or Beneficiary who is not also the
Policy Owner,  the selection of certain annuity  starting dates, or the exchange
of a Policy may result in certain tax  consequences to the Policy Owner that are
not discussed herein. Policy Owners contemplating any such transfer, assignment,
or exchange of a Policy  should  contact a competent tax adviser with respect to
the potential tax effects of such a transaction.
     Multiple  Policies.  All nonqualified  deferred annuity  contracts that are
issued by United of Omaha (or its  affiliates)  to the same Policy  Owner during
any  calendar  year  are  treated  as  one  annuity  contract  for  purposes  of
determining  the amount  includable  in gross income under  section 72(e) of the
Code.  In addition,  the  Treasury  Department  has specific  authority to issue
regulations  that  prevent the  avoidance  of section  72(e)  through the serial
purchase of annuity contracts or otherwise. Congress has also indicated that the
Treasury  Department may have authority to treat the combination  purchase of an
immediate  annuity  contract and separate  deferred annuity contract as a single
annuity  contract  under its  general  authority  to  prescribe  rules as may be
necessary to enforce the income tax laws. Any Policy Owner or prospective Policy
Owner  contemplating  the  purchase of more than one annuity in a calendar  year
should consult a tax advisor.
     Withholding.  Pension and annuity  distributions  generally  are subject to
withholding for the recipient's  federal income tax liability at rates that vary
according  to  the  type  of  distribution   and  the  recipient's  tax  status.
Recipients, however, generally are provided the opportunity to elect not to have
tax withheld from distributions.  Effective January 1, 1994,  distributions from
certain qualified plans are generally subject to mandatory withholding.  Certain
states also require  withholding of state income taxes  whenever  federal income
taxes are withheld.
     Possible Changes in Taxation. In past years,  legislation has been proposed
that would have adversely  modified the federal  taxation of certain  annuities.
For  example,  one  such  proposal  would  have  changed  the tax  treatment  of
nonqualified  annuities that did not have  "substantial  life  contingencies" by
taxing income as it is credited to the annuity.  Although as of the date of this
prospectus  Congress is not actively  considering any legislation  regarding the
taxation of annuities, there is always the possibility that the tax treatment of
annuities  could change by legislation or other means (such as IRS  regulations,
revenue rulings,  judicial decisions,  etc.). Moreover, it is also possible that
any change could be  retroactive  (that is,  effective  prior to the date of the
change).
     Other Tax  Consequences.  As noted above,  the foregoing  discussion of the
Federal income tax  consequences  under the Policy is not exhaustive and special
rules are provided  with respect to other tax  situations  not discussed in this
Prospectus.  Further,  the  Federal  income tax  consequences  discussed  herein
reflect United of Omaha's  understanding  of current law and the law may change.
Federal  estate  and  state  and  local  estate,  inheritance,   and  other  tax
consequences of ownership or receipt of distributions under the Policy depend on
the  individual   circumstances  of  each  Policy  Owner  or  recipient  of  the
distribution.   A  competent  tax  adviser   should  be  consulted  for  further
information.


                                     - 38 -

<PAGE>

   
Qualified Plans
- ---------------
     The Policy is designed for use with several types of qualified  plans.  The
tax rules applicable to Policy Owners in qualified plans, including restrictions
on contributions and benefits, taxation of distributions, and any tax penalties,
vary  according  to the type of plan and the  terms and  conditions  of the plan
itself.  Various tax penalties may apply to contributions in excess of specified
limits,  aggregate  distributions in excess of $155,000 annually,  distributions
that do not satisfy specified requirements,  and certain other transactions with
respect to qualified plans.  Therefore,  no attempt is made to provide more than
general  information  about  the use of the  Policy  with the  various  types of
qualified plans. Policy Owners,  Annuitants and Beneficiaries are cautioned that
the rights of any person to any benefits under qualified plans may be subject to
the terms and  conditions of the plans  themselves,  regardless of the terms and
conditions of the Policy.  Some retirement plans are subject to distribution and
other  requirements  that are not  incorporated  into  United of Omaha's  Policy
administration  procedures.  Policy Owners,  participants and  beneficiaries are
responsible  for  determining  that   contributions,   distributions  and  other
transactions with respect to the Policies comply with applicable law.  Following
are brief  descriptions  of the various  types of qualified  plans in connection
with which  United of Omaha may be able to issue the  Policy:  POLICIES  FOR ALL
TYPES OF  QUALIFIED  PLANS MAY NOT BE  AVAILABLE  IN ALL STATES.  When issued in
connection  with a qualified  plan,  the Policy will be amended as  necessary to
conform to the requirements of the Code.

     Qualified  Pension and Profit  Sharing Plans.  Sections  401(a) of the Code
permits  corporate  employers to establish various types of retirement plans for
employees.  Such retirement plans may permit the purchase of the Policy in order
to accumulate  retirement  savings under the plans. In Contracts  issued to such
retirement plans, the plan trustee shall be the Owner and the Annuitant.
    

     The  Self-Employed  Individuals'  Tax  Retirement  Act of 1962, as amended,
commonly  referred  to  as  "H.R.  10,"  permits  self-employed  individuals  to
establish  qualified plans for themselves and their  employees.  Purchasers of a
Policy  for use with such plans  should  seek  competent  advice  regarding  the
suitability  of the proposed  plan  documents  and the Policy to their  specific
needs.  Adverse tax or other legal  consequences to the plan, to the participant
or to both may result if the Policy is assigned or transferred to any individual
as a means to provide benefit payments,  unless the plan complies with all legal
requirements applicable to such benefits prior to transfer of the Policy.
     Individual Retirement Annuities and Individual Retirement Accounts. Section
408 of the Code permits  eligible  individuals  to  contribute  to an individual
retirement  program  known as an  Individual  Retirement  Annuity or  Individual
Retirement Account (each hereinafter referred to as "IRA"). Also,  distributions
from  certain  other  types  of  qualified  plans  may  be  "rolled  over"  on a
tax-deferred  basis into an IRA. The sale of a Policy for use with an IRA may be
subject to special  disclosure  requirements  of the Internal  Revenue  Service.
Purchasers  of a Policy  for use with IRAs will be  provided  with  supplemental
information  required  by the  Internal  Revenue  Service  or other  appropriate
agency.  Such  purchasers  will have the right to revoke their  purchase  within
seven days of the  earlier of the  establishment  of the IRA or their  purchase.
Purchasers  should seek competent advice as to the suitability of the Policy for
use with IRAs.  The  Internal  Revenue  Service has not  reviewed the Policy for
qualification  as  an  IRA,  and  has  not  addressed  in a  ruling  of  general
applicability  whether a death  benefit  provision  such as the provision in the
Policy comports with IRA qualification requirements.
     The   Internal   Revenue   Service  has  not   reviewed  the  Contract  for
qualification  as  an  IRA,  and  has  not  addressed  in a  ruling  of  general
applicability  whether a death  benefit  provision  such as the provision in the
Contract comports with IRA qualification requirements.
     Tax-Sheltered  Annuities.  Section 403(b) of the Code permits public school
employees and employees of certain types of religious, charitable,  educational,
and  scientific  organizations  specified  in Section  501(c)(3)  of the Code to
purchase  annuity  contracts and,  subject to certain  limitations,  exclude the
amount of purchase  payments from gross income for tax  purposes.  These annuity
contracts  are commonly  referred to as  "Tax-Sheltered  Annuities."  Subject to
certain  exceptions,   withdrawals  under  Tax-Sheltered   Annuities  which  are
attributable to contributions  made pursuant to salary reduction  agreements are
prohibited  unless  made after the Policy  Owner  attains  age 59 1/2,  upon the
Policy  Owner's  separation  from  service,  upon the  Policy  Owner's  death or
disability, or for an amount not greater than the total of such contributions in
the case of hardship.
     
       

     Section 457 Deferred Compensation  ("Section 457") Plans. Under Section 457
of the Code, employees of (and independent contractors who perform services for)
certain state and local governmental  units or certain tax-exempt  employers may
participate in a Section 457 plan of their employer  allowing them to defer part
of their  salary or other  compensation.  The amount  deferred and any income on
such amount will not be taxable  until paid or otherwise  made  available to the
employee.  The plans may permit  participants  to specify the form of investment
for their deferred compensation  accounts. In general, all investments are owned
by the  sponsoring  employer  and  are  subject  to the  claims  of the  general
creditors of the employer.  Depending on the terms of the  particular  plan, the
employer may be entitled to draw on deferred  amounts for purposes  unrelated to
its  section 457 plan  obligations.  In general,  all amounts  received  under a
section 457 plan are taxable and are subject to federal  income tax  withholding
as wages.

                                     - 39 -

<PAGE>

General
- -------
     At the time the initial Purchase  Payment is made, a prospective  purchaser
must  specify  whether  he or she  is  purchasing  a  Nonqualified  Policy  or a
Qualified Policy. If the initial Purchase Payment is derived from an exchange or
surrender  of another  annuity  contract,  United of Omaha may require  that the
prospective  purchaser provide information with regard to the federal income tax
status of the  previous  annuity  contract.  United of Omaha will  require  that
persons purchase  separate  Policies if they desire to invest monies  qualifying
for different  annuity tax treatment  under the Code.  Each such separate Policy
would require the minimum  initial  Purchase  Payment  stated above.  Additional
Purchase  Payments  under a Policy must qualify for the same federal  income tax
treatment as the initial Purchase Payment under the Policy; United of Omaha will
not accept an additional  Purchase  Payment under a Policy if the Federal income
tax  treatment of such  Purchase  Payment  would be  different  from that of the
initial Purchase Payment.

                           DISTRIBUTOR OF THE POLICIES
                           ---------------------------

     Mutual of Omaha Investor  Services  ("MOIS"),  10235 Regency Circle,  Omaha
Nebraska  68114,  is the principal  underwriter of the Policies.  Like United of
Omaha,  MOIS is a 100% owned  subsidiary of Mutual of Omaha  Insurance  Company.
MOIS  has  entered  or will  enter  into  one or  more  contracts  with  various
broker-dealers for the distribution of the Policies. MOIS is registered with the
Securities  and Exchange  Commission as a  broker-dealer  and is a member of the
National Association of Securities Dealers, Inc.

                                  VOTING RIGHTS
                                  -------------

     To the extent required by law, United of Omaha will vote Series Fund shares
held by the Variable Account at regular and special shareholder  meetings of the
Series Funds in accordance with instructions received from persons having voting
interests  in the  portfolios.  If,  however,  the  1940  Act or any  regulation
thereunder should be amended or if the present  interpretation thereof should be
amended or if the present  interpretation thereof should change, and as a result
United of Omaha  determines  that it is  permitted to vote Series Fund shares in
its own  right,  it may elect to do so. The  Series  Funds may not hold  routine
annual Shareholder meetings.
     The Policy Owner holds the voting interest in the selected Portfolios.  The
number  of votes  that an Owner  has the right to  instruct  will be  calculated
separately for each Subaccount.  The number of votes that an Owner has the right
to instruct for a particular  Subaccount  will be  determined by dividing his or
her Accumulation Value in the Subaccount by the net asset value per share of the
corresponding Portfolio in which the Subaccount invests.  Fractional shares will
be counted.  Each Owner having a voting  interest in a  Subaccount  will receive
proxy  material,  reports,  and  other  materials  relating  to the  appropriate
Portfolio.

                                LEGAL PROCEEDINGS
                                -----------------

     There are no legal  proceedings to which the Variable Account is a party or
to which the assets of the Variable Account are subject.  United of Omaha is not
involved in any  litigation  that is of material  importance  in relation to its
total assets or that relates to the Variable Account.


                                     - 40 -

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION
                       -----------------------------------

     A Statement  of  Additional  Information  is  available  (at no cost) which
contains more details concerning the subjects discussed in this Prospectus.  The
following is the Table of Contents for that Statement:


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

   
The Policy-General Provisions..........................................    2
     Owner and Joint Owner.............................................    2
     Death of Annuitant................................................    2
     Entire Policy  ...................................................    2
     Incontestability ................................................     2
     Deferment of Payment and Transfers................................    2
     Misstatement of Age or Sex........................................    2
     Nonparticipating................................................      3
     Assignment    ....................................................    3
     Evidence of Age or Survival.......................................    3
Federal Tax Matters . . . . ...........................................    3
     Tax Status of the Policy..........................................    3
     Taxation of United of Omaha.......................................    4
Investment Experience .................................................    4
State Regulation of United of Omaha ...................................    4
Administration . . . . . . . . ........................................    5
Records and Reports ...................................................    4
Distribution of the Policies ..........................................    4
Custody of Assets . . . . . . . .......................................    5
Historical Performance Data............................................    5
     Money Market Yields ..............................................    6
     Other Subaccount Yields ..........................................    6
     Total Returns  . . . . . . .......................................    7
     Other Performance Data............................................    7
Legal Matters  . . . . ................................................    7
Independent Auditors  . . . ...........................................    8
Other Information . . . . . . .........................................    8
Financial Statements  . . . . . .......................................    8
    


                                     - 38 -

<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION

                    THE ULTRANNUITY SERIES V VARIABLE ANNUITY
                    -----------------------------------------


               Issued through: UNITED OF OMAHA SEPARATE ACCOUNT C

               Offered by: UNITED OF OMAHA LIFE INSURANCE COMPANY

                              Mutual of Omaha Plaza
                              Omaha, Nebraska 68175
                              ---------------------


     This Statement of Additional information expands upon subjects discussed in
the current Prospectus for the Ultrannuity Series V Variable Annuity Policy (the
"Policy")  offered by United of Omaha Life Insurance  Company.  You may obtain a
copy of the Prospectus dated May 1, 1996 by calling 1-800-238-9354 or by writing
to the Service  Office:  United of Omaha  Annuity  Service  Division,  P.O.  Box
419472, Kansas City, MO 64141-6472. Terms used in the current Prospectus for the
Policy are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUSES FOR THE POLICY AND THE SERIES FUNDS

   
Dated:  May 1, 1996
                                TABLE OF CONTENTS
                                -----------------
                                                                           Page
The Policy-General Provisions ......................................         2
        Owner and Joint Owner.......................................         2
        Death of Annuitant..........................................         2
Entire Policy ......................................................         2
        Incontestability ...........................................         2
        Deferment of Payment and Transfers..........................         2
        Misstatement of Age or Sex..................................         2
        Nonparticipating............................................         3
        Assignment..................................................         3
        Evidence of Age or Survival.................................         3
Federal Tax Matters (33)............................................         3
        Tax Status of the Policy....................................         3
        Taxation of United of Omaha.................................         4
Investment Experience ..............................................         4
State Regulation of United of Omaha.................................         4
Administration .....................................................         5
Records and Reports.................................................         4
Distribution of the Policies (29)...................................         4
Custody of Assets...................................................         5
Historical Performance Data (18)....................................         5
        Money Market Yields.........................................         6
        Other Subaccount Yields.....................................         6
        Total Returns...............................................         7
        Other Performance Data......................................         7
Legal Matters.......................................................         7
Independent Auditors ...............................................         8
Other Information...................................................         8
Financial Statements (13)...........................................         8
    

(Numbers in parentheses indicate corresponding sections of the Prospectus).


<PAGE>

        In order to supplement the description in the Prospectus,  the following
provides  additional  information about United of Omaha and the Policy which may
be of interest to an Owner.

                        THE POLICY - GENERAL PROVISIONS
                        -------------------------------
Owner and Joint Owner
- ---------------------
        While the Owner is alive,  only the Owner may  exercise the rights under
the Policy.  Ownership may be changed as described below under  "Assignment." If
there are joint  Owners,  the  signatures  of both Owners are needed to exercise
rights under the Policy. If the Annuitant is other than the Owner, the Annuitant
has no rights under the Policy.

Death of Annuitant
- ------------------
        If the Annuitant is an Owner or joint Owner,  the death of the Annuitant
will be treated as the death of the Owner rather than of the Annuitant.
        If the  Annuitant  is not an Owner and the  Annuitant  dies  before  the
Annuity  Starting  Date,  the Owner may name a new Annuitant if such Owner(s) is
not a  corporation  or other  non-individual.  If the Owner  does not name a new
Annuitant, the Owner will become the Annuitant.

Entire Contract
- ---------------
        The entire contract is the Policy,  data page, any riders and the signed
application, a copy of which will be attached to the Policy. All statements made
in the  application  will  be  deemed  representations  and not  warranties.  No
statement,  unless it is in the application,  will be used by United of Omaha to
contest the Policy or deny a claim.
        Any  change of the Policy and any  riders  requires  the  consent of the
president, vice president,  assistant vice president, the secretary or assistant
secretary  of  United  of  Omaha.  No agent  or  Registered  Representative  has
authority to change or waive any provision of the Policy.
        United of Omaha  reserves  the right to amend the  Policies  to meet the
requirements of, or take advantage of, the Internal Revenue Code, regulations or
published  rulings.  A Policy  Owner can refuse such a change by giving  Written
Notice, but a refusal may result in adverse tax consequences.

Deferment of Payment and Transfers
- ----------------------------------
        United of Omaha will  usually pay any amounts  payable from the Variable
Account as a result of a partial  withdrawal or cash surrender within seven days
after receiving  written request at the Service Office in a form satisfactory to
United of Omaha.  United of Omaha can postpone such payments or any transfers of
amounts between Subaccounts or into the Fixed Account if:
        (a) the New York  Stock  Exchange  is closed  for other  than  customary
            weekend and holiday closings; 
        (b) trading on the New York Stock Exchange is restricted; 
        (c) an emergency  exists as determined by the Securities Exchange
            Commission, as a result of which it is not reasonably practical to 
            dispose of securities, or not reasonably practical to determine the 
            value of the net assets of the Variable Account; or
        (d) the Securities  Exchange Commission permits delay for the protection
of security holders.  The applicable rules of the Securities Exchange Commission
will govern as to whether the conditions in (c) or (d) exist.
        United of Omaha may defer payment of partial  withdrawals or a surrender
from the Fixed  Account  for up to six months from the date  written  request is
received at the Service Office.

Incontestability
- ----------------
        United of Omaha will not contest the validity of the Policy after it has
been in force  during the  lifetime  of the Owner for two years from the Date of
Issue.

Misstatement of Age or Sex
- --------------------------
        United of Omaha may  require  proof of the age of the  Annuitant  before
making any life annuity  payment.  If the age or sex of the  Annuitant  has been
misstated,  the Annuity  Starting  Date and Annuity  Payments will be determined
using the correct age and sex. If  misstatement of age or sex results in Annuity
Payments  that are too large,  the  overpayments  will be  deducted  from future
Annuity  Payments.  If United of Omaha has made payments that are too small, the
underpayments will be added to the next payment. Adjustments for overpayments or
underpayments will include 6% interest.


                                      - 2 -

<PAGE>


Nonparticipating
- ----------------
        No dividends will be paid.  Neither the Owner nor the  Beneficiary  will
have the right to share in United of Omaha's surplus earnings or profits.

Assignment
- ----------
        The  Owner  may  change  the  ownership  of the  Policy  or pledge it as
collateral  by assigning  it. No  assignment  will be binding on United of Omaha
until United of Omaha records and  acknowledges it. The rights of any Payee will
be subject to a collateral assignment.
        If the named  Beneficiary  is  irrevocable,  a change of  ownership or a
collateral  assignment may be made only by joint written  request from the Owner
and the named  Beneficiary.  On the Annuity  Starting Date, the Owner may select
another  Payee,  but the Owner retains all rights of ownership  unless the Owner
signs an absolute assignment.

Evidence of Age or Survival
- ---------------------------
        United  of  Omaha  reserves  the  right to  require  proof of the age or
survival of any Owner,  Annuitant or Payee. No payment will be made until United
of Omaha receives such proof.

   
        Variable  Annuity Units.  All variable  annuity  payments other than the
first are  determined by means of Variable  Annuity Units credited to the Policy
with respect to the particular  Payee.  The number of Variable Annuity Units for
each  applicable   subaccount  is  the  amount  of  the  first  annuity  payment
attributable  to that  subaccount  divided  by the  Annuity  Unit Value for that
subaccount as of the Annuity Starting Date. The number of Variable Annuity Units
of each  particular  subaccount  credited with respect to the Payee or Annuitant
then  remains  fixed  unless a transfer  of  Variable  Annuity  Units is made as
described  below.  The  number of  Variable  Annuity  Units will not change as a
result of investment experience.
               For any Valuation Period, the value of a Variable Annuity Unit of
a  particular  subaccount  is the  Variable  Annuity  Unit value during the last
Valuation  Period  for  that  particular  Subaccount,   multiplied  by  the  Net
Investment  Factor for that  subaccount for the current  Valuation  Period.  The
value of a subaccount may increase or decrease from one Valuation  Period to the
next.
               The Net  Investment  Factor for any  subaccount for any Valuation
Period is  determined by dividing (a) by (b) and then  subtracting  (c) from the
result where:
        (a) is the net result of:
            (1)the net asset value of a Portfolio share held in the subaccount 
               determined as of the end of the current Valuation Period, plus
            (2)the per share amount of any declared and unpaid dividends or
               capital gains accruing to that Portfolio, plus or minus
            (3)a per share  credit or charge  with  respect to any taxes paid or
               reserved  for by United of Omaha  during  the  Valueation  Period
               which is determined by United of Omaha to be  attributable to the
               operations of the subaccount;
        (b) is the net asset value per share of the Fund held in the  subaccount
            determined as of the end of the preceding  Valuation  Period plus or
            minus the per share  credit or charge with respect to any taxes paid
            or reserved for the preceding Valuation Period; and
        (c) is the asset  charge  factor  determined  by United of Omaha for the
            Valuation  Period to reflect the  Mortality  and Expense Risk Charge
            and the  Administrative  Expense  Charge  deducted from the Variable
            Account.  This factor is equal,  on an annual basis, to 1.20% of the
            net asset value of the Variable Account.
The result is then  multiplied  by a factor that offsets the Assumed  Investment
Rate  used to  establish  the  Annuity  Payment  Rates  found in the  applicable
Contract,  which allows the actual investment rate to be credited. For a one day
Valuation Period the factor is 0.99989255 using an Assumed Investment Rate of 4%
per year.
    

                               FEDERAL TAX MATTERS
                               -------------------
Tax Status of the Policy
- ------------------------
        Diversification  Requirements.  Section  817(h) of the Internal  Revenue
Code  provides  that in  order  for a  variable  contract  which  is  based on a
segregated  asset account to qualify as an annuity  contract under the Code, the
investments made by such account must be "adequately  diversified" in accordance
with Treasury regulations.  The Treasury regulations issued under Section 817(h)
(Treas.  Reg. ss.  1.817-5) apply a  diversification  requirement to each of the
Subaccounts of the Variable Account.  The Variable  Account,  through the Series
Funds  and  their  Portfolios,  intends  to comply  with  those  diversification
requirements.  United of Omaha and the Series Funds have entered into agreements
regarding partici-

                                      - 3 -

<PAGE>



pation in the Series Funds that  requires the Series Funds and their  Portfolios
to be operated in compliance with the Treasury regulations.
        Owner  Control.  In certain  circumstances,  owners of variable  annuity
contracts may be considered the owners, for federal income tax purposes,  of the
assets  of the  separate  account  used to  support  their  contracts.  In those
circumstances,  income  and gains  from the  separate  account  assets  would be
includible in the variable contract owner's gross income.  The IRS has stated in
published rulings that a variable contract owner will be considered the owner of
separate  account assets if the contract owner possesses  incidents of ownership
in those  assets,  such as the ability to exercise  investment  control over the
assets. The Treasury Department also announced,  in connection with the issuance
of  regulations  concerning  diversification,  that  those  regulations  "do not
provide guidance  concerning the  circumstances in which investor control of the
investments  of a segregated  asset  account may cause the investor  (i.e.,  the
Owner),  rather than the  insurance  company,  to be treated as the owner of the
assets in the account."  This  announcement  also stated that guidance  would be
issued by way of  regulations  or rulings on the "extent to which  policyholders
may direct their investments to particular  subaccounts without being treated as
owners of the  underlying  assets." As of the date of this  prospectus,  no such
guidance has been issued.
        The  ownership  rights under the Policy are similar to, but different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that policy owners were not owners of separate  account  assets.  For
example, the Owner has additional flexibility in allocating premium payments and
policy values.  These  differences could result in an Owner being treated as the
owner of a pro-rata portion of the assets of the Separate Account.  In addition,
United of Omaha does not know what standards  will be set forth,  if any, in the
regulations  or rulings which the Treasury  Department  has stated it expects to
issue.  United of Omaha  therefore  reserves  the right to modify  the Policy as
necessary  to attempt to prevent an Owner from being  considered  the owner of a
pro-rata share of the assets of the Variable Account or to otherwise qualify the
Policy for favorable tax treatment.
        Distribution  Requirements.  The Code also  requires  that  Nonqualified
Policies  contain  specific  provisions for distribution of Policy Proceeds upon
the death of an Owner. In order to be treated as an annuity contract for federal
income tax purposes,  the Code  requires  that such Policies  provide that if an
Owner dies on or after the Annuity  Starting Date and before the entire interest
in the Policy has been distributed, the remaining portion must be distributed at
least as rapidly as under the method in effect on the Owner's death. If an Owner
dies before the Annuity  Starting Date,  the entire  interest in the Policy must
generally  be  distributed  within five years  after the Owner's  date of death,
these  requirements are considered to be satisfied if the entire interest in the
Policy is used to purchase an immediate  annuity under which payments will begin
within  one  year of the  Owner's  death  and  will be made  for the life of the
Beneficiary  or for a period not  extending  beyond the life  expectancy  of the
Beneficiary.  If the Beneficiary is the deceased Owner's surviving  spouse,  the
Policy may be continued with the Owner's  surviving spouse as the new Owner. The
Policy  contains  provisions  intended to comply with these  requirements of the
Code. No regulations  interpreting  these requirements of the Code have yet been
issued and thus no assurance can be given that the  provisions  contained in the
Policies  satisfy all such Code  requirements.  The provisions  contained in the
Policies  will be reviewed  and modified if necessary to assure that they comply
with the Code requirements when clarified by regulation or otherwise.

Taxation of United of Omaha
- ---------------------------
        United of Omaha at present is taxed as a life  insurance  company  under
part I of Subchapter L of the Code.  The Variable  Account is treated as part of
United of Omaha and,  accordingly,  will not be taxed separately as a "regulated
investment  company"  under  Subchapter M of the Code.  United of Omaha does not
expect to incur any federal  income tax  liability  with  respect to  investment
income and net capital gains arising from the activities of the Variable Account
retained as part of the reserves under the Policy. Based on this expectation, it
is  anticipated  that no charges will be made  against the Variable  Account for
federal income taxes.  If, in future years,  any federal income taxes or related
economic  burdens are  incurred by United of Omaha with  respect to the Variable
Account, United of Omaha may make a charge to the Variable Account.

                       STATE REGULATION OF UNITED OF OMAHA
                       -----------------------------------
        United of Omaha is subject to the laws of Nebraska  governing  insurance
companies  and to regulation  by the Nebraska  Division of Insurance.  An annual
statement in a prescribed  form is filed with the  Department of Insurance  each
year covering the  operation of United of Omaha for the  preceding  year and its
financial condition as of the end of such year.  Regulation by the Department of
Insurance includes periodic  examination to determine United of Omaha's contract
liabilities  and  reserves  so that the  Department  may  certify  the items are
correct.  United of  Omaha's  books and  accounts  are  subject to review by the
Department of Insurance at all times and a full examination of its operations is
conducted  periodically by the National Association of Insurance  Commissioners.
In addition,  United of Omaha is subject to regulation  under the insurance laws
of other jurisdictions in which it may operate.

                                      - 4 -

<PAGE>




                                 ADMINISTRATION
                                 --------------
        United  of  Omaha  has  an   administrative   services   agreement  with
Continuum/Vantage  Computer  Systems,  (the  "Administrator"),  P.O. Box 419472,
Kansas City,  Missouri  64141-6472.  The services  provided by the Administrator
under the agreement include issuance and redemption of the Policies, maintenance
of records concerning the Policies, and certain valuation services.
        If the Administrator does not continue to provide these services because
the  administrative  services  agreement is not renewed or for any other reason,
United of Omaha will attempt to secure similar services from such sources as may
then be  available.  Services  will be purchased on a basis which,  in United of
Omaha's sole discretion,  affords the best service at the lowest cost. United of
Omaha, however, reserves the right to select a provider of services which United
of Omaha its sole discretion,  considers best able to perform such services in a
satisfactory  manner  even  though the costs for the  service may be higher than
would prevail elsewhere.  If United of Omaha does not secure these services on a
basis  which it deems  satisfactory,  it may elect to perform all or any part of
the services itself or through a subsidiary or affiliate.

                               RECORDS AND REPORTS
                               -------------------
        All  records  and  accounts  relating to the  Variable  Account  will be
maintained by United of Omaha or by its Administrator.  As presently required by
the  Investment  Company  Act of 1940 and  regulations  promulgated  thereunder,
United of Omaha  will mail to all Policy  Owners at their last known  address of
record, at least annually, financial statements of the Variable Account and such
other  information as may be required under that Act or by any other  applicable
law or  regulation.  Policy  Owners  will  also  receive  confirmation  of  each
financial  transaction  and any other reports  required by applicable  state and
federal laws, rules, and regulations.

                          DISTRIBUTION OF THE POLICIES
                          ----------------------------
        The Policies are offered to the public  through  brokers  licensed under
the  federal  securities  laws and state  insurance  laws.  The  offering of the
Policies is continuous and United of Omaha does not anticipate discontinuing the
offering  of the  Policies.  However,  United  of Omaha  reserves  the  right to
discontinue the offering of the Policies.
       
   
     Mutual of Omaha Investor  Services,  Inc. ("MOIS") will be the principal
underwriter  of the Policies.  The Policies will be  distributed by MOIS through
retail broker-dealers. Commissions payable to a broker-dealer will be up to 7.5%
of Purchase Payments.  From January 1 through December 31, 1995, United of Omaha
paid  $_____________ in total compensation to MOIS; of this amount MOIS retained
$____________  as concessions for its services as Principal  Underwriter and for
distribution   concessions,   with   the   remaining   amount   paid  to   other
broker-dealers.
    

                                CUSTODY OF ASSETS
                                -----------------
        The assets of each of the  Subaccounts of the Variable  Account are held
by United of Omaha.  The assets of the Variable  Account are segregated and held
separate  and apart from United of Omaha's  general  account  assets.  United of
Omaha or the Administrator maintains records of all purchases and redemptions of
shares  of  the  Series  Funds  held  by  each  of the  Subaccounts.  Additional
protection  for the  assets of the  Variable  Account is  afforded  by United of
Omaha's fidelity bond, presently in the amount of $10 million, covering the acts
of officers and employees of United of Omaha.

                           HISTORICAL PERFORMANCE DATA
                           ---------------------------
       


        From time to time,  United of Omaha may disclose yields,  total returns,
and other  performance  data  pertaining to the Policies for a Subaccount.  Such
performance data will be computed,  or accompanied by performance data computed,
in  accordance  with  the  standards  defined  by the  Securities  and  Exchange
Commission.
        The yields and total returns of the Subaccounts of the Variable  Account
normally will fluctuate  over time.  Therefore,  the disclosed  yields and total
returns for any given past period are not an  indication  or  representation  of
future yields or rates of return.  A Subaccount's  actual yield and total return
is  affected  by the types  and  quality  of  portfolio  securities  held by the
Portfolio and its operating expenses.
        Because of the charges and deductions imposed under a Policy, the yields
and total  returns for the  Subaccounts  will be lower than the yields and total
returns for their respective Portfolios.  The yield figures will not reflect the
Withdrawal  Charge.  The  calculations  of  yields,  total  returns,  and  other
performance data do not reflect the effect of any premium tax charge that may be
applicable to a particular Policy.  Premium taxes currently range for 0% to 3.5%
of  Purchase  Payments  based on the state in which the Policy is sold.  For the
class of Policies  issued with the Elective Death Benefit  Amendment,  the Death
Benefit Charge is reflected.
                                      - 5 -

<PAGE>

Money Market Yields
- -------------------

   
        From time to time,  advertisements  and sales  literature  may quote the
current  annualized yield of the Money Market  Subaccount for a seven-day period
in a manner which does not take into  consideration  any realized or  unrealized
gains or losses on shares of the  Money  Market  Portfolio  or on its  portfolio
securities. As of 12/31/95, this current annualized yield is $____________.
    
       
      This current  annualized yield is computed by determining the net change
(exclusive of realized gains and losses on the sale of securities and unrealized
appreciation  and  depreciation) at the end of the seven-day period in the value
of a  hypothetical  account under a Policy having a balance of one  Accumulation
Unit of the Money Market  Subaccount at the beginning of the period to determine
the base period return,  and annualizing  this quotient on a 365-day basis.  The
net  change  in  account  value  reflects:  (1) net  income  from the  Portfolio
attributable to the hypothetical account; and (2) charges and deductions imposed
under the Policy which are attributable to the hypothetical account. The charges
and deductions  include the per Unit charges for the  hypothetical  account for:
(1) the annual Policy Fee; (2) the  Administrative  Expense Charge;  and (3) the
Mortality and Expense Risk Charge.  The $30 annual Policy Fee is reflected as an
annual 0.10% charged daily, based on an anticipated  average  Accumulation Value
of $30,000. Yield figures will not reflect the Withdrawal Charge.
        Because of the  charges and  deductions  imposed  under the Policy,  the
yield for the Money Market Subaccount will be lower than the yield for the Money
Market Portfolio.
        The Securities and Exchange  Commission  also permits United of Omaha to
disclose  the  effective  yield  of the  Money  Market  Subaccount  for the same
seven-day  period,  determined on a compounded  basis.  The  effective  yield is
calculated by compounding the  unannualized  base period return by adding one to
the base  period  return,  raising the sum to a power equal to 365 divided by 7,
and subtracting one from the result.
        The current and  effective  yields on amounts  held in the Money  Market
Subaccount  normally will fluctuate on a daily basis.  Therefore,  the disclosed
yield for any given past period is not an indication or representation of future
yields  or rates of  return.  The  Money  Market  Subaccount's  actual  yield is
affected  by changes  in  interest  rates on money  market  securities,  average
portfolio  maturity  of the Money  Market  Portfolio,  the types of  quality  of
portfolio  securities  held by the Money Market  Portfolio  and the Money Market
Portfolio's operating expenses.  Yields figures do not reflect the effect of any
Withdrawal Charge that may be applicable to a Policy.  For the class of Policies
issued with the Elective  Death Benefit  Amendment,  the Death Benefit Charge is
included.

Other Subaccount Yields
- -----------------------
        From time to time,  sales  literature  or  advertisements  may quote the
current  annualized  yield of one or more of the  Subaccounts  (except the Money
Market Subaccount) for a Policy for 30-day or one-month periods.  The annualized
yield of a  Subaccount  refers  to income  generated  by the  Subaccount  over a
specific 30-day or one-month period. Because the yield is annualized,  the yield
generated by a Subaccount  during a 30-day or one-month  period is assumed to be
generated each period over a 12-month period.
        The yield is computed by: (a) dividing the net investment  income of the
Portfolio  attributable  to the Subaccount  Accumulation  Units less  Subaccount
expenses for the period by the maximum offering price per  Accumulation  Unit on
the last day of the period times the daily average  number of units  outstanding
for the  period;  (b)  compounding  that yield for a six-month  period;  and (c)
multiplying that result by 2. Expenses  attributable to the Subaccount  include:
(a) the annual Policy Fee; (b) the  Administrative  Expense Charge;  and (c) the
Mortality and Expense Risk Charge.  The $30 annual Policy Fee is reflected as an
annual 0.10% charged  daily in the yield  calculation,  based on an  anticipated
average Accumulation Value of $30,000. For the class of Policies issued with the
Elective  Death Benefit  Amendment,  the Death Benefit  Charge is included.  The
30-day or one-month yield is calculated according to the following formula:
            Yield = 2  {a-b + 1}  6 - 1]
                        ---        
                        [   cd        ]
            Where:
            a  =-- net  income of the  Portfolio  for the  30-day  or  one-month
                   period attributable to the Subaccount's Accumulation Units.
            b =-- expenses of the Subaccount for the 30-day or one-month period.
            c =-- the average number of Accumulation Units outstanding.
            d =-- the Accumulation Unit value at the close of the last day in 
                  the 30-day or one-month period.

        Because of the charges and  deductions  imposed under the Policies,  the
yield for a Subaccount will be lower than the yield for the corresponding Series
Fund Portfolio.
        Yield  calculations do not take into account the Withdrawal Charge under
the Policy (a maximum of 7% of the Purchase Payments surrendered or withdrawn).


                                      - 6 -

<PAGE>

Average Annual Total Returns
- ----------------------------
        From time to time,  sales  literature or  advertisements  may also quote
average  annual  total  returns for one or more of the  Subaccounts  for various
periods of time.
        When a  Subaccount  has  been  in  operation  for 1,  5,  and 10  years,
respectively,  the  average  annual  total  return  for  these  periods  will be
provided. Until a Subaccount has been in operation for 10 years, United of Omaha
will  always  include  quotes of  average  annual  total  return  for the period
measured from the date the Policies were first offered for sale.  Average annual
total  returns  for  other  periods  of time  may,  from  time to time,  also be
disclosed.
        Average  annual total returns  represent the average  annual  compounded
rates of return that would equate an initial investment of $1,000 under a Policy
to the  redemption  value of that  investment  as of the last day of each of the
periods.  Average  annual total  returns  will be  calculated  using  Subaccount
Accumulation  Unit values  which United of Omaha  calculates  at the end of each
Valuation  Period  based  on  the  performance  of the  Subaccount's  underlying
Portfolio,  the deductions for (a) the annual Policy Fee; (b) the Administrative
Expense  Charge;  and (c) the Mortality and Expense Risk Charge.  The $30 annual
Policy Fee is reflected as an annual 0.10% charged daily in the  calculation  of
average annual total returns, based on an anticipated average Accumulation Value
of $30,000.  The calculation also assumes  surrender of the Policy at the end of
the period for the return  quotation.  Standard  total  returns  will  therefore
reflect  a  deduction  of any  applicable  Withdrawal  Charge.  For the class of
Policies issued with the Elective Death Benefit Amendment, the deduction for the
Death Benefit Charge is also reflected. The total return will then be calculated
according to the following formula:
                    
                         P(1+TR) n = ERV
        Where:
            P = -- a hypothetical  initial Purchase  Payment of $1,000. 
            TR = -- the average annual total return.
            ERV = -- the ending  redeemable  value (net of any  applicable
                      Withdrawal Charge) of the hypothetical  account at the end
                      of the period.
            n =-- the number of years in the period.

        United of Omaha may disclose  Cumulative  Total  Returns in  conjunction
with the standard formats  described above. The Cumulative Total Returns will be
calculated using the following formula:
                                CTR = (ERV/P) - 1
        Where:
           CTR = -- The  Cumulative  Total Return net of  Subaccount  recurring
                     charges for the period.  
           ERV = -- The ending redeemable value of the
                    hypothetical investment at the end of the period.
           P =     -- A hypothetical initial Purchase Payment of $1,000.

Other Information
- -----------------
        The following is a partial list of those publications which may be cited
in the Series Funds'  advertising  shareholder  materials which contain articles
describing  investment  results  or other  data  relative  to one or more of the
Subaccounts. Other publications may also be cited.

Across the Board         
Advertising  Age
American Banker
Barron's
Best's Review
Broker World 
Business  Insurance
Business Month 
Business Week 
Changing Times 
Consumer Reports 
Economist
Financial  Planning
Financial  World 
Forbes
Fortune
Inc.
Institutional Investor
Insurance Forum
Insurance Sales
Insurance Week
Journal of Accountancy 
Journal of the American Society
      of CLU & ChFC
Journal of Commerce
Life Association News
Life Insurance Selling
Manager's Magazine
Market Facts
Money

                                  LEGAL MATTERS
                                  -------------

        Legal advice  relating to certain  matters under the federal  securities
laws  applicable  to the issue and sale of the  Policies  has been  provided  to
United of Omaha by Sutherland,  Asbill & Brennan, of Washington D.C. All matters
of state  law,  including  the  validity  of the  Policy  and  United of Omaha's
authority  to issue the  Policy,  have been  passed  upon by  Lawrence  F. Harr,
Executive Counsel of United of Omaha.

                                      - 7 -

<PAGE>




                                OTHER INFORMATION
                                -----------------

        A Registration Statement has been filed with the Securities and Exchange
Commission,  under the  Securities  Act of 1933 as amended,  with respect to the
Policies discussed in this Statement of Additional  Information.  Not all of the
information  set forth in the  Registration  Statement,  amendments and exhibits
thereto has been  included in the  Prospectus  or this  Statement of  Additional
Information.  Statements  contained  in the  Prospectus  and this  Statement  of
Additional  Information  concerning  the content of the Policies and other legal
instruments are intended to be summaries.  For a complete statement of the terms
of these documents,  reference should be made to the instruments  filed with the
Securities and Exchange Commission.


                              FINANCIAL STATEMENTS
                              --------------------

   
        This Statement of Additional  Information  contains financial statements
for the  Variable  Account as of  December  31,  1995.  Coopers & Lybrand,  1200
Landmark Center,  1299 Farnam Suite 1000, Omaha,  Nebraska 68102- 1842 serves as
independent  auditors for the Variable Account,  and in that capacity audits the
Accounts Financial Statements.
        The  Financial  Statements  of United of Omaha as of December  31, 1995,
1994 and 1993 included in this Registration  Statement have also been audited by
Coopers & Lybrand,  Omaha, Nebraska. The financial statements of United of Omaha
should be  considered  only as bearing on the ability of United of Omaha to meet
its obligations under the Policies.  They should not be considered as bearing on
the investment performance of the assets held in the Variable Account.
    

                                      - 8 -

<PAGE>



PART C      OTHER INFORMATION

Item 24.Financial Statements and Exhibits
      (a) Financial Statements

     All  required  financial   statements  are  included  in  Part  B  of  this
     Registration Statement.

        (b) Exhibits:  The following exhibits are filed herewith:

   (1)  (a) Resolution  of the Board of Directors of United of Omaha Life
            Insurance Company establishing the Variable Account. Note 1.

   (2)        Not Applicable.

   (3)  (a)   Principal  Underwriting  Agreement  by and  between United  of
              Omaha  Life  Insurance  Company,  on its own behalf and on behalf
              of the Variable Account, and Mutual of Omaha Investor Services, 
              Inc. Note 3.

        (b)   Form of Broker/Dealer Supervision and Sales Agreement by and 
              between Mutual of Omaha Investor Services, Inc. and the 
              Broker/Dealer.  Note 3.

   (4)  (a)   Form of Policy for the Ultrannuity Series V Variable Annuity. 
              Note 3.

        (b)   Form of Rider.

   (5)  Form of Application for the Ultra Annuity Series V Variable Annuity.  
        Note 3.
   (6)  (a)   Articles of Incorporation of United of Omaha Life Insurance 
              Company.  Note 1.

        (b)   Bylaws of United of Omaha Life Insurance Company.  Note 1.

   (7)        Not Applicable.

   (8)  (a)   Participation Agreement by and between United of Omaha Life 
              Insurance Company and the Alger American Fund.  Note 3.

        (b)   Participation Agreement by and between United of Omaha Life 
              Insurance Company and the Insurance Management Series.  Note 3.

        (c)   Participation  Agreement by and between  United of Omaha
              Life  Insurance  Company and the  Fidelity  VIP Fund and
              Fidelity VIP Fund II. Note 2.

        (d)   Participation Agreement by and between United of Omaha Life 
              Insurance Company and MFS Variable Insurance Trust.  Note 3.

        (e)   Participation Agreement by and between United of Omaha Life 
              Insurance Company and the Scudder Variable Life Investment Fund. 
              Note 2.

        (f)   Participation Agreement by and between United of Omaha Life 
              Insurance Company and T. Rowe Price International Series, T. Rowe
              Price Fixed Income Series, and T.Rowe Price Equity Series. Note 2.

        (g)   Administrative Services Agreement by and between United of Omaha 
              Life Insurance Company and Vantage Computer Systems.  Note 2.

   
 (9)  (a)(i)  Opinion of Counsel.  Note 4.
    

         (ii) Consent of Counsel.


<PAGE>


            (b)      Consent of Outside Counsel.

      (10)  Consent of Independent Auditors.

      (11)  Not Applicable.

      (12)  Not Applicable.

      (13)  Schedules for Computation of Performance Data.

   
      (14)  Financial Data Schedule
    

   
      (15)  Powers of Attorney (Note 4.)
    

   Note 1.  Incorporated by Reference to the Registration Statement for United 
            of Omaha Separate Account C filed on December 3, 1993 
            (File No. 33-72546).

   Note 2.  Incorporated by reference to the Registration Statement for United 
            of Omaha Separate Account C filed on March 11, 1994
            (File No. 33-72546).

   Note     3. Incorporated by reference to the Preeffective  Amendment No. 1
            to the  Registration  Statement  for  United  of  Omaha  Separate
            Account C filed on May 26, 1995 (File No 33-89848).

   
   Note     4. Incorporated by reference to the Preeffective  Amendment No. 2
            to the  Registration  Statement  for  United  of  Omaha  Separate
            Account C filed on June 5, 1995 (File No 33-89848).
    

Item 25.    Directors and Officers of the Depositor

                                                         Principal Positions
Name and                                                  and Offices with
Business Address*                                             Depositor

   Thomas J. Skutt                                 Chairman of the Board and
                                                     Chief Executive Officer

   John W. Weekly                               Vice Chairman, President and
                                                     Chief Operating Officer

   Gale E. Davis                                                    Director

   Samuel L. Foggie                                                 Director

   William J. Hetzler                                               Director

   Mrs. Bob (Dolores) Hope                                          Director

   John D. Minton                                                   Director

   Hugh V. Plunkett, III                                            Director

   Richard J. Sampson                                               Director
- --------
*The principal  business address of each person listed is Mutual of Omaha Plaza,
Omaha, Nebraska 68175, unless otherwise indicated.

                                      C - 2

<PAGE>




   Oscar S. Straus                                               Director

   G. Ronald Ames                         Senior Executive Vice President

   Cecil D. Bykerk                    Senior Executive Vice President and
                                                            Chief Actuary
   Donald J. Goaley                       Senior Executive Vice President

   M. Jane Huerter                    Senior Executive Vice President and
                                                      Corporate Secretary

   Randall C. Horn                        Senior Executive Vice President

   Ernest B. Johnston                     Senior Executive Vice President

   John L. Maginn                     Senior Executive Vice President and
                                   Chief Investment Officer and Treasurer

   Thomas J. McCusker                     Senior Executive Vice President

   Richard J. Sampson                     Senior Executive Vice President

   Thomas T. Sawicz                       Senior Executive Vice President

   John A. Sturgeon                   Senior Executive Vice President and
                                                      General Comptroller


Item 26.    Persons Controlled by or Under Common Control with the Depositor or
            Registrant


<TABLE>
<CAPTION>
                                                           Percentage     Principal
Name of Corporation (Where Organized)                       Ownership      Business
<S>                                                             <C>       <C>  

Mutual of Omaha Insurance Company (NE)                            NA       Health Insurer
   ARD-RICH Realty Corp. (NY)                                    100%      Real Estate Investments
   Kirkpatrick, Pettis, Smith, Polian Inc. (NE)                  100%      Investment Banking Securities
                                                                             Brokerage and Money Management
        KPM Investment Management, Inc. (NE)                     100%      Investment Advisor
        Kirkpatrick Pettis Trust Company (NE)                    100%      Trust Company
   Mutual Asset Management Co. (NE)                              100%      Asset Management Services
   Mutual of Omaha Health Plans, Inc. (NE)                       100%      Managed Health Care Company
        Exclusive Healthcare, Inc. (NE)                          100%      Health Maintenance Organization
             Mutual of Omaha of Colorado and PRIMERA, Inc. (CO)  100%      Health Maintenance Organization
             Mutual of Omaha Health Plans of Lincoln, Inc. (NE)  100%      Health Maintenance Organization
             Preferred HealthAlliance, Inc. (NE)                  51%      Managed Health Care Company
        Mutual of Omaha Dental Plans of Nebraska, Inc. (NE)      100%      Prepaid Dental Service Organization
        Mutual of Omaha Dental Plans of Nevada, Inc. (NV)        100%      Prepaid Dental Service Organization
        
   
        Mutual of Omaha Dental Plans of Indiana, Inc. (IN)       100%      Prepaid Dental Service Organization
    
        
        Mutual of Omaha of South Dakota &
         Community Health Plus HMO, Inc. (SD)                    100%      Health Maintenance Organization
   
   
    Mutual of Omaha Tri-State Health Plans, Inc. (TN)            100%      Health Maintenance Organization
    

   Mutual of Omaha Investor Services, Inc. (NE)                  100%      Securities Broker/Dealer
   Mutual of Omaha Marketing Corporation (NE)                    100%      Insurance Marketing Organization
   Mutual of Omaha U.K. Limited (England)                        100%      (Inactive)

                                                C - 3

<PAGE>



     The Omaha Indemnity Company (WI)                            100%      Auto & Homeowner Insurer
                                                                              (No new business since 1986)
     Omaha Property and Casualty Insurance Company (a/)          100%      Personal Property & Casualty Insurer
          Adjustment Services, Inc. (NE)                         100%      Claims Adjusting Company
     Omex Realty, Inc. (NE)                                      100%      Real Estate Investments
     Tele-Trip Company, Inc. (DE)                                100%      Travel Services & Insurance
                                                                                 Marketing Organization
     UB Realty, Inc. (NE)                                        100%      Real Estate Investments
     United of Omaha Life Insurance Company (NE)                 100%      Life Health & Accident Insurer
                                                                                (all states except NY)
          Companion Life Insurance Company (NY)                  100%      Life Insurer (NY only)
          Mutual of Omaha Structured Settlement Company (NE)     100%     Structured Settlement Assignment
                                                                                Company
          Mutual of Omaha Structured Settlement Company (CT)     100%     Structured Settlement Assignment
                                                                                Company
          United World Life Insurance Company (b/)               100%      Life Health & Accident Insurer
<FN>

a/ Incorporated in Delaware.  Redomesticated to Nebraska.
b/ Incorporated in Illinois.  Redomesticated to Nebraska.

*  Subsidiaries are indicated by indentations.  All companies file independent financial statements, except Kirkpatrick
Pettis Smith Polian Inc. and KPM Investment Management Inc. file consolidated financial statements.
</FN>
</TABLE>


   
Item 27.       Number of Policyowners
    

      As of December 31, 1995, there were 628 Owners of the Policies.

Item 28.       Indemnification

   The Nebraska  Business  Corporation  Act (Section  21-2004(15))  provides for
permissive  indemnification in certain situations,  mandatory indemnification in
other  situations,  and prohibits  indemnification  in certain  situations.  The
Nevada Business  Corporation Act also specifies  procedures for determining when
indemnification payments can be made.
   Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
United of Omaha pursuant to the foregoing  provisions,  or otherwise,  United of
Omaha has been  advised  that in the  opinion  of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by United of Omaha of expenses
incurred or paid by a director, officer or controlling person in connection with
the securities being registered), United of Omaha will, unless in the opinion of
its counsel the matter has been settled by  controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue. With respect to indemnification, Section XI of
United of Omaha's Articles of Incorporation provides as follows:

               An outside director of the Company shall not be personally liable
      in the  Company on its  Stockholders  for  monetary  damages for breach of
      fiduciary  duty as a director,  except for  liability  for: (i) any act or
      omission  not in good faith which  involves  intentional  misconduct  or a
      knowing  violation of the law; (ii) any transaction from which the outside
      director derived an improper direct or indirect financial  benefit;  (iii)
      paying or approving a dividend  which is in violation of Nebraska law; (v)
      any act or omission  which  violates a  declaratory  or  injunctive  order
      obtained by the Company or its  Stockholders;  and (v) any act or omission
      occurring prior to the effective date of the amendments to the Articles of
      Incorporation of the Company incorporating this ARTICLE XI.


                                      C - 4

<PAGE>



               For purposes of this ARTICLE XI, an outside director shall mean a
      member of the Board of Directors who is not an officer or a person who may
      control the conduct of the Company through management  agreements,  voting
      trusts,  directorships  in related  corporations,  or any other  device or
      relationship.

               If  the  Nebraska  Business  Corporation  Act  is  amended  after
      approval by the  Stockholders  of this ARTICLE XI to  authorize  corporate
      action  further   eliminating  or  limiting  the  personal   liability  of
      directors,  then the  liability  of a  director  of the  Company  shall be
      eliminated  or limited to the fullest  extent  permitted  by the  Nebraska
      Business Corporation Act as so amended.

               Any repeal or  modification  of the  foregoing  ARTICLE XI by the
      Stockholders  of the  Company  shall  not  adversely  affect  any right or
      protection  of a  director  of the  Company  existing  at the time of such
      repeal or modification.

   Article VII of United of Omaha's Bylaws provides as follows:
               Any person made or threatened to be made a party to any action or
      proceeding,  whether  civil or  criminal,  by reason of the fact that such
      person  then is or was a  director,  officer,  employee,  or  agent of the
      Company  (or is or was  serving at the  request of the Company in any such
      capacity for an other legal entity or enterprise,  shall be indemnified by
      the Company  against  expense,  judgements,  fines,  and  amounts  paid in
      settlement  to the full  extent  that such  persons  are  permitted  to be
      indemnified  by the laws of the State of  Nebraska  as in effect as of any
      date of determination.  The provisions of this Article shall not adversely
      affect any right to  indemnification  which any person may have apart from
      the provisions of this Article.



                                      C - 5

<PAGE>


Item 29.       Principal Underwriter

      In  addition  to  Registrant,  Mutual of Omaha  Investor  Services  is the
Principal  Underwriter for policies offered by Companion Life Insurance  Company
through  Companion Life Separate Account C. The directors and officers of Mutual
of Omaha Investor Services, Inc. are as follows:

            NAME                             TITLE
            ----                             -----

            William J. Bluvas**/     Vice President, Finance and
                                            Treasurer

            M. Jane Huerter**               Secretary and Director

            Scott C. Hoyt***/               Assistant Secretary

            Michael F. Gentile**/           Vice President, Operations

            Linda K. Augustyn**/            Vice President,
                                            Investor Relations and
                                            Communications

            G. Ronald Ames***/              Director

            Lawrence F. Harr***/            Director

            Thomas T. Sawicz***/            Director

            John A. Sturgeon***/            Director

            John W. Weekly***/       Chairman, Director



Item 30.Location of Accounts and Records

            The  records  required  to be  maintained  by  Section  31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated  thereunder,
are  maintained  by United of Omaha  Life  Insurance  Company at Mutual of Omaha
Plaza, Omaha, Nebraska 68175.

Item 31.Management Services.

            All  management  policies are  discussed in Part A or Part B of this
registration statement.

Item 32.Undertakings

            (a)  Registrant  undertakes  that  it  will  file  a  post-effective
amendment to this  registration  statement as  frequently as necessary to ensure
that the audited  financial  statements in the registration  statement are never
more than 16 months old for so long as Purchase Payments under the Policy may be
accepted.
            (b) Registrant undertakes that it will include either (i) a postcard
or similar written communication affixed to or included in the Prospectus that 
the applicant can remove to send for a Statement of Additional Information  or 
(ii) a space in the Policy application  that an  applicant  can check to request
a Statement of Additional Information.
- --------
**The  principal  business  address is Mutual of Omaha  Plaza,  Omaha,  Nebraska
68175.

                                      C - 6

<PAGE>

            (c)  Registrant  undertakes  to deliver any  Statement of Additional
Information  and any financial  statements  required to be made available  under
this  Form  promptly  upon  written  or oral  request  to United of Omaha at the
address or phone number listed in the Prospectus.


Section 403(b) Representations
- ------------------------------
        United of Omaha  represents  that it is  relying on a  no-action  letter
dated  November 28, 1988, to the American  Council of Life  Insurance  (Ref. No.
IP-6-88),  regarding  Sections  22(e),  27(c)(1),  and  27(d) of the  Investment
Company Act of 1940, in connection  with  redeemability  restrictions on Section
403(b)  Policies,  and that  paragraphs  numbered (1) through (4) of that letter
will be complied with.

Statement Pursuant to Rule 6c-7:  Texas Optional Retirement Program
- --------------------------------  ---------------------------------
        United of Omaha and the Variable Account rely on 17 C.F.R. ss. 270.6c-7,
and  represent  that the  provisions  of that Rule have been or will be complied
with.

                                      C - 7

<PAGE>



                                   SIGNATURES

        As required by the Securities Act of 1933 and the Investment Company Act
of 1940,  the Registrant  has caused this  Posteffective  Amendment No. 1 to the
Registration  Statement  to be  signed on its  behalf,  in the City of Omaha and
State of Nebraska, on this 29th day of February, 1996.

                                     UNITED OF OMAHA SEPARATE ACCOUNT C

                                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                                     Depositor

                                            /s/ Kenneth W. Reitz
                                     ---------------------------------------
                                     By:    Kenneth W. Reitz
                                            First Vice President & Counsel


   
        As required by the Securities Act of 1933, this  Preeffective  Amendment
No. 2 to the Registration  Statement has been signed by the following persons in
the capacities and on the duties indicated.
    


Signatures                           Title                          Date
- ----------                           -----                          ----

          /s/ by Thomas J. Skutt
by__________________________* Chairman of the Board and           2/29  
Thomas J. Skutt       Chief Executive Officer                -------------------
                                                                 1996


          /s/ by John W. Weekly
by__________________________* Vice-Chairman of the Board,         2/29 
John W. Weekly        President and Chief Operating Officer  -------------------
                                                                 1996


          /s/ by John A. Sturgeon
by__________________________* General Comptroller                 2/29 
John A. Sturgeon             (Principal Financial Officer    -------------------
                              and Principal Accounting            1996
                              Officer)
                             
                             
          /s/ by Samuel L. Foggie
by__________________________* Director                           2/29 
Samuel L. Foggie                                             -------------------
                                                                 1996


          /s/ by William J. Hetzler 
by__________________________* Director                           2/29 
William J. Hetzler                                           -------------------
                                                                      1996


          /s/ by Mrs. Bob (Dolores) Hope
by__________________________* Director                          2/29 
Mrs. Bob (Dolores) Hope                                      -------------------
                                                                       1996


          /s/ by John D. Minton
by__________________________* Director                          2/29 
John D. Minton                                               -------------------
                                                                       1996


          /s/ by Hugh V. Plunkett, III 
by__________________________* Director                         2/29 
Hugh V. Plunkett, III                                        -------------------
                                                                       1996
          


<PAGE>

       /s/ by Richard J. Sampson

by__________________________* Director                          2/29 
Richard J. Sampson                                           -------------------
                                                                   1996


          /s/ by Conrad S. Young
by__________________________* Director                           2/29 
Oscar S. Straus                                              -------------------
                                                                   1996


          /s/ by Conrad S. Young
by__________________________* Director                           2/29 
Conrad S. Young                                              -------------------
                                                                   1996



*  Signed by Kenneth W. Reitz  under  Powers of Attorney executed on May 22 and 
   23 and June 1, 1995.



<PAGE>





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


                                                       Registration No. 33-89848
                                                                        811-8190

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


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                      -----



                       UNITED OF OMAHA SEPARATE ACCOUNT C

                                       OF

                                 UNITED OF OMAHA

                             LIFE INSURANCE COMPANY



                            -----------------------
                                    EXHIBITS
                            -----------------------

                                       TO


                       REGISTRATION STATEMENT ON FORM N-4

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                       AND
                       THE INVESTMENT COMPANY ACT OF 1940
                                      -----

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


   
                                   May 1, 1996
    


<PAGE>



                                  EXHIBIT INDEX

Exhibit     Description of                                          Page
  No.          Exhibit                                              No. *



(9)(a)(ii)   Consent of Counsel.

(14)         Financial Data Schedule.


- --------
*Page numbers  included only in manually  executed  original in compliance  with
Rule 403(d) under the Securities Act of 1933.




February 29, 1996



Securities and Exchange Commission
450 Fifth Street
Washington, D.C.   20549

        Re: United of Omaha Life Insurance Company
            United of Omaha Separate Account C
            Form N-4, File No. 33-89848

Commissioners:

        I hereby  consent to the  reference of my name under the caption  "Legal
Matters" in the prospectus  contained in this post-effective  amendment No. 1 to
the  registration  statement on Form N-4 filed by United of Omaha Life Insurance
Company on behalf of United of Omaha Separate Account C (File No. 33-89848) with
the Securities and Exchange Commission.

                             Sincerely,

                             \s\ Lawrence F. Harr

                             Lawrence F. Harr
                             Executive Vice President and
                                Executive Counsel
                             Mutual of Omaha Companies
                             Mutual of Omaha Plaza, 3-Law
                             Omaha, NE   68175-1008





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