UNITED OF OMAHA SEPARATE ACCOUNT C
497, 1996-05-10
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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 Ultrannuity Series V 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.
THE POLICY INVOLVES INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.

     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........................................     21
         Transfers................................................     22
         Dollar Cost Averaging....................................     23
         Asset Allocation Program.................................     23
THE POLICY........................................................     24
         Policy Application and Issuance of Policies..............     24
         Purchase Payments........................................     24
         Accumulation Value.......................................     25
         Telephone Transactions...................................     26
DISTRIBUTIONS UNDER THE POLICY....................................     26
         Withdrawals..............................................     26
         Systematic Withdrawal Plan...............................     26
         Annuity Payments.........................................     27
             Annuity Starting Date................................     27
             Election of Payout Option............................     27
             Payout Options.......................................     27
         Death Benefit............................................     29
             Death of Owner Prior to Annuity Starting Date........     29
             Death of Owner On or After Annuity Starting Date.....     30
             Beneficiary..........................................     30
         IRS Required Distributions...............................     30
         Restrictions Under the Texas Optional Retirement Program.     30
CHARGES AND DEDUCTIONS............................................     30
         Withdrawal Charge........................................     30
         Waiver of Withdrawal Charges.............................     31
         Mortality and Expense Risk Charge .......................     32
         Administrative Charges...................................     33
         Transfer Fee.............................................     33
         Premium Taxes............................................     33
         Federal, State and Local Taxes...........................     33
         Other Expenses Including Investment Advisory Fees........     33
CERTAIN FEDERAL INCOME TAX CONSEQUENCES...........................     34
         Tax Status of the Policy.................................     34
         Taxation of Annuities....................................     34
DISTRIBUTOR OF THE POLICIES.......................................     36
VOTING RIGHTS.....................................................     37
LEGAL PROCEEDINGS.................................................     37
STATEMENT OF ADDITIONAL INFORMATION...............................     38

                                      - 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  may be  issued  as set  forth  herein  in
connection  with a qualified  plan that receives  favorable tax treatment  under
Section 401, 403(b), or 408 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.21.)

Purchase Payments
- -----------------
     A  Nonqualified  Policy or a  Qualified  Policy  may be  purchased  with an
Initial  Purchase  Payment  of at  least  $5,000.  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. 30.)
     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. 26.)


                                      - 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. 26) 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. 22.)
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. 33). 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 or applied to
provide Annuity Payments 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.
30.)
     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. 32.)
     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. 33.)
     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. 29). 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. 33.)
     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. 33.)
     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. 33.)
     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. 33.)
     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. 33.)
     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>

<TABLE>
<CAPTION>


                                                   ========================================================
Series Fund Annual Expenses3                            Management         Other          Total Series
(as a percentage of average net assets)                    Fees           Expenses         Fund Annual
                                                                                            Expenses
<S>                                                        <C>              <C>                <C>
===========================================================================================================
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%              1.09%
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.
===========================================================================================================
<FN>

- --------
3The fee and  expense  data  regarding  each  Series  Fund,  which  are fees and
expenses  for 1995,  was  provided  to United of Omaha by the Series  Fund.  The
Series Funds are not affiliated with United of Omaha.
</FN>
</TABLE>

                                      - 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.
======================================================================================================================

The assumed 5% annual return is hypothetical and should not be considered a representation or indication of past or
future  expenses  (in either the  Variable  or Fixed  Account),  which  could be
greater  or  lesser  than  the 5% rate  assumed  solely  for  purposes  of these
examples.
<FN>

- --------
4The $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. 29.)
     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
- --------
5The $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. 30).

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. 34 .)

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. 21.)

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

     The Financial  Statements  for United of Omaha and the Series V Subaccounts
of the  Variable  Account and the Variable  Account 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 Series V
Subaccounts  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 **
                                                          6/5/95            12/31/95           12/31/95
<S>                                                         <C>               <C>                <C>
==============================================================================================================
Alger American Growth                                             10               11.673            140,897
Alger American Small Capitalization                               10               12.094            148,670
Federated Prime Money Fund II                                      1                1.023          3,065,603
Federated Fund for U.S. Government Securities II                  10               10.570            122,440
Fidelity VIP II Asset Manager:  Growth                            10               11.269            199,570
Fidelity VIP Equity Income                                        10               11.596            233,679
Fidelity VIP II Contrafund                                        10               11.740            150,364
MFS Emerging Growth                                               10               11.659            123,460
MFS High Income Fund                                              10               10.452             87,378
MFS Research                                                      10               10.986            117,165
MFS World Government                                              10               10.243             56,393
Scudder International                                             10               10.642             99,029
T. Rowe Price Equity Income                                       10               11.625            121,994
T. Rowe Price International                                       10               10.569            181,399
T. Rowe Price Limited-Term Bond                                   10               10.373             56,018
T. Rowe Price New America Growth                                  10               13.061             58,666
T. Rowe Price Personal Strategy Balanced                          10               11.272            123,287
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
*    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
seventeen Ultrannuity Series V 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.

                                     - 14 -

<PAGE>



     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 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.

- --------
6The  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                                           10.73
Alger American Small Capitalization                             14.73
Federated Prime Money Fund II                                   -3.83
Federated Fund for U.S. Government Securities                   -0.54
Fidelity VIP II Asset Manager: Growth                            7.12
Fidelity VIP Equity Income                                       9.20
Fidelity VIP II Contrafund                                      11.12
MFS Emerging Growth                                              9.73
MFS High Income                                                 -1.65
MFS Research                                                     3.38
MFS World Government                                            -3.64
Scudder International                                            0.86
T. Rowe Price International                                     -0.09
T. Rowe Price New America Growth                                23.11
T. Rowe Price Equity Income                                      9.38
T. Rowe Price Limited-Term Bond                                 -2.29
T. Rowe Price Personal Strategy Balanced                         6.06
- ------------------------------------------------------------------------------
                                 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                                           10.51
Alger American Small Capitalization                             14.50
Federated Prime Money Fund II                                   -4.03
Federated Fund for U.S. Government Securities                   -0.74
Fidelity VIP II Asset Manager: Growth                            6.91
Fidelity VIP Equity Income                                       8.98
Fidelity VIP II Contrafund                                      1-/90
MFS Emerging Growth                                              9.54
MFS High Income                                                 -1.82
MFS Research                                                     3.20
MFS World Government                                            -3.83
Scudder International                                            0.65
T. Rowe Price International                                     -0.29
T. Rowe Price New America Growth                                22.87
T. Rowe Price Equity Income                                      9.16
T. Rowe Price Limited-Term Bond                                 -2.49
T. Rowe Price Personal Strategy Balanced                         5.85
==============================================================================


                                     - 19 -

<PAGE>



     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. Such  non-standardized
average annual total return  information  for the  Subaccounts of Policies is as
follows:

==============================================================================
              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                                           17.74
Alger American Small Capitalization                             21.98
Federated Prime Money Fund II                                    2.25
Federated Fund for U.S. Government Securities                    5.75
Fidelity VIP II Asset Manager: Growth                           13.90
Fidelity VIP Equity Income                                      16.11
Fidelity VIP II Contrafund                                      18.15
MFS Emerging Growth                                             16.67
MFS High Income                                                  4.57
MFS Research                                                     9.92
MFS World Government                                             2.46
Scudder International                                            7.24
T. Rowe Price International                                      6.23
T. Rowe Price New America Growth                                30.90
T. Rowe Price Equity Income                                     16.30
T. Rowe Price Limited-Term Bond                                  3.89
T. Rowe Price Personal Strategy Balanced                        12.77
- ------------------------------------------------------------------------------
                                 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                                           17.50
Alger American Small Capitalization                             21.74
Federated Prime Money Fund II                                    2.04
Federated Fund for U.S. Government Securities                    5.54
Fidelity VIP II Asset Manager: Growth                           13.67
Fidelity VIP Equity Income                                      15.88
Fidelity VIP II Contrafund                                      17.91
MFS Emerging Growth                                             16.47
MFS High Income                                                  4.39
MFS Research                                                     9.73
MFS World Government                                             2.25
Scudder International                                            7.02
T. Rowe Price International                                      6.02
T. Rowe Price New America Growth                                30.05
T. Rowe Price Equity Income                                     16.07
T. Rowe Price Limited-Term Bond                                  3.68
T. Rowe Price Personal Strategy Balanced                        12.54
==============================================================================

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.

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.

                                     - 20 -

<PAGE>


     Hypthetical  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).

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:
<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             N/A               23.13%
Fidelity VIP Equity Income (10/9/86)                         35.09%          21.32%             13.33%
Fidelity VIP II Contrafund (1/3/95)                           N/A             N/A               39.62%
MFS Emerging Growth (6/1/95)                                  N/A             N/A               20.30%
MFS High Income (6/1/95)                                      N/A             N/A               11.30%
MFS Research (6/1/95)                                         N/A             N/A               12.08%
MFS World Government (6/1/95)                                 N/A             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%
- --------------------------------------------------------------------------------------------------------------

==============================================================================================================
</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.
         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

                                     - 21 -

<PAGE>

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. 22.) 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. 26.) 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  Transactions,"  p. 26. United of
Omaha reserves the right, at any time and without notice to any party, to modify
the transfer privileges under the Policy.

                                     - 22 -

<PAGE>



     An  Owner  can  transfer  Accumulation  Value  from one  Subaccount  of the
Variable  Account to another,  or from the Variable Account to the Fixed Account
or from the Fixed  Account to any  Subaccount  of the  Variable  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. 30.)
     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.

                                     - 23 -

<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 as a
Nonqualified  Policy or as a 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.

     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

                                     - 24 -

<PAGE>

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 ($100 under the  Electronic  Fund
Transfer  Program).  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. 26). 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.

                                     - 25 -

<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.
30).
     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. 30.
     Withdrawals  may be taxable and  subject to a penalty  tax.  (See  "Certain
Federal Income Tax Consequences," p. 34.)

                                     - 26 -

<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.
34.)

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. 29.)
     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 Annuity  Purchase 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,

                                     - 27 -

<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 Annuity  Purchase  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

                                     - 28 -

<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
commuted 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. 34.)

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  or if such Owner is the trustee of a Code
Sec.  401(a)  retirement  plan. 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 and less
any subsequent partial withdrawals; and (3) the sum of all net purchase payments
paid prior to the last Policy
- --------
7The Anniversary Value equals the Accumulation Value on a Policy Anniversary and
any subsequent Purchase payments less partial withdrawals and undeducted premium
tax.

                                     - 29 -

<PAGE>

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. 30.)
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.


                                     - 30 -

<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 may also be deducted from amounts  applied to
provide Annuity  Payments.  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

                                     - 31 -

<PAGE>



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.
     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.

                                     - 32 -

<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 of the Variable  Account in the same proportion that the Accumulation
Value in each  such  Subaccount  bears to the  total  Accumulation  Value in the
Variable  Account.  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.


                                     - 33 -

<PAGE>

                     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 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),  or 408
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.

                                     - 34 -

<PAGE>

     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 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.

                                     - 35 -

<PAGE>


Qualified Plans
- ---------------
     The Policy may be used with  certain  qualified  plans as  described in the
following  paragraphs.  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  condition  of the plan  itself.  Various tax  penalties  may apply to
contributions in excess of specified limits,  aggregate  distributions in excess
of $155,000  annually,  distribution 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 qualified plans.  Policy Owners,  Annuitants and  Beneficiaries  are
cautioned  that the rights of any person to any benefits under  qualified  plans
may be subject ot the terms and conditions of the plans  themselves,  regardless
of  the  provisions  of  the  Policy.  Some  retirement  plans  are  subject  to
distribution  and  other  requirements  that are not  incorporated  in United of
Omaha's  Policy   provisions  or  administration   procedures.   Policy  Owners,
participants   and   beneficiaries   are  responsible   for   determining   that
contributions,  distributions and other  transactions with respect to the Policy
comply  with   applicable   law.   Following  are  brief   descriptions  of  the
circumstances  in which United of Omaha will issue the Policy in connection with
qualified  plans.  When issued in connection  with a qualified  plan, the Policy
will be amended to  conform  with  certain  requirements  of the Code,  and this
amendment must be approved by the applicable State Insurance  Department  before
the Policy is  available  for use with a qualified  plan.  The Policy may not be
available in all States for all types of qualified plans.
     Qualified  Pension  or Profit  Sharing  Plans.  Section  401(a) of the Code
permits  employers to establish  retirement plans for employees and also permits
self-employed individuals to establish retirement plans for themselves and their
employees.  Subject to the Policy's  purchase payment limits,  the Policy may be
issued to the trustee of such plan if the  trustee is the Owner and  Beneficiary
of the  Policy,  if the  trustee or the  employer  selects  the Policy as a plan
investment,  and if the trustee  arranges for plan  services  from a party other
than United of Omaha  (unless an officer of United of Omaha agrees in writing to
perform  services  before  the Policy is  issued).  If the  participant  directs
investments  under the  plan,  an  individual  Policy  must be  issued  for each
participant.  Purchasers  of a  Policy  for use  with  such  plans  should  seek
competent  advice  regarding  the  suitability  of the Policy to their  specific
needs.  Adverse tax or other legal  consequences to the plan, 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 establishes compliance with
all legal  requirements  applicable  to such  benefits  prior to transfer of the
Policy.
     Individual Retirement  Annuities.  Section 408 of the Code permits eligible
individuals  to  contribute  to an  individual  retirement  program  known as an
Individual  Retirement  Annuity ("IRA").  Also,  distribution from certain other
types of qualified plans may be "rolled over" on a tax-deferred basis to an IRA.
Subject to the Policy's purchase payment limits,  the Policy may be issued as an
IRA. Purchasers of a Policy for use as an IRA will be provided with supplemental
information required by the Internal Revenue Service.  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 to their  specific  needs.  An IRA
cannot be assigned.
     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
direct the purchase of annuity  contracts and,  subject to certain  limitations,
exclude  the  amount of  purchase  payments  from  gross  income  for income tax
purposes. This Section 403(b) annuity contract is commonly referred to as a "Tax
Sheltered Annuity".  Subject to the Policy's purchase payment limits, the Policy
may be issued as a Tax Sheltered  Annuity if each  purchase  payment is a direct
transfer from another Tax Sheltered Annuity Policy. The Policy may not be issued
to accept  direct  purchase  payments  from an  employer's  payroll  office.  In
addition,  the Policy  prohibits  withdrawals or  distributions  except upon the
Annuitant's  death,  attainment  of age  59  1/2,  separation  from  service  or
disability; and the Policy does not provide for hardship withdrawals. Purchasers
of a Policy for use as a Tax Sheltered  Annuity should seek competent  advice as
to the  suitability  of the  Policy to their  specific  needs.  A Tax  Sheltered
Annuity cannot be assigned.

                           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.  Commissions  paid  to  a
broker-dealer will be up to 7% of Purchase Payments.


                                     - 36 -

<PAGE>

                                  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.


                                     - 37 -

<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
State Regulation of United of Omaha .................................    4
Administration . . . . . . . . ......................................    5
Records and Reports .................................................    5
Distribution of the Policies ........................................    5
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
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
State Regulation of United of Omaha.............................         4
Administration .................................................         5
Records and Reports.............................................         4
Distribution of the Policies (26)...............................         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...................................................         10
Other Information...............................................         11
Financial Statements (13).......................................         11

(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.  For the fiscal year ended  December 31, 1995,  United of
Omaha paid  $27,813,768  in total  compensation  to MOIS;  of this  amount  MOIS
retained  $41,741 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 $3.45.
        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.

        Hypthetical  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:


                                      - 7 -

<PAGE>


<TABLE>
<CAPTION>

==============================================================================================================
        SUBACCOUNT STANDARDIZED "HYPOTHETICAL"             For 1 Yr         For 5 Yr          For period from
          AVERAGE ANNUAL TOTAL RETURN TABLE              period ended     period ended           inception to
                                                           12/31/95         12/31/95              12/31/95
Subaccount (date of inception of corresponding Portfolio)      %               %                      %
    (Policy issued without Enhanced Death Benefit
<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             N/A                  15.26
Fidelity VIP Equity Income(10/9/86)                               27.09           19.52                11.89
Fidelity VIP II Contrafund (1/3/95)                               N/A             N/A                  31.56
MFS Emerging Growth (6/1/95)                                      N/A             N/A                  18.59
MFS High Income (6/1/95)                                          N/A             N/A                   9.87
MFS Research (6/1/95)                                             N/A             N/A                  13.49
MFS World Government (6/1/94)                                      6.62           N/A                   4.25
Scudder International (5/1/87)                                     3.39            8.60                 7.99
T. Rowe Price International (3/194)                                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 Styrategy Balanced (12/31/94)              20.73           N/A                  20.73
- --------------------------------------------------------------------------------------------------------------
Subaccount (date of inception of corresponding Portfolio)
     (Policy issued with Enhanced Death Benefit)
- --------------------------------------------------------------------------------------------------------------
Alger American Growth (1/9/87)                                    26.20           19.15                17.37
Alger American Small Capitalization (9/21/88)                     33.56           18.05                20.61
Federated Prime Money Fund II (11/18/94)                          -2.68           N/A                  -1.42
Federated Fund for U.S. Government Securities (3/29/94)            0.63           N/A                   1.61
Fidelity VIP II Asset Manager: Growth (1/3/95)                    N/A             N/A                  13.84
Fidelity VIP Equity Income(10/9/86)                               25.02           18.75                11.50
Fidelity VIP II Contrafund (1/3/95)                               N/A             N/A                  29.22
MFS Emerging Growth (6/1/95)                                      N/A             N/A                  17.87
MFS High Income (6/1/95)                                          N/A             N/A                   9.49
MFS Research (6/1/95)                                             N/A             N/A                  14.75
MFS World Government (6/1/94)                                      5.83           N/A                   4.22
Scudder International (5/1/87)                                     2.81            8.05                 7.02
T. Rowe Price International (3/194)                                2.86           N/A                   2.47
T. Rowe Price New America Growth (3/1/94)                         39.85           N/A                  21.53
T. Rowe Price Equity Income (3/1/94)                              24.70           N/A                  17.76
T. Rowe Price Limited Term Bond (5/17/94)                          1.66           N/A                   2.50
T. Rowe Price Personal Styrategy Balanced (12/31/94)              19.06           N/A                  19.06
==============================================================================================================
</TABLE>

Such  non-standardized  (i.e.,  assuming no withdrawal  charge) but hypothetical
average annual total return information for the Subaccounts is as follows:


                                      - 8 -

<PAGE>

<TABLE>
<CAPTION>


==============================================================================================================
             SUBACCOUNT NON-STANDARDIZED                   For 1 Yr         For 5 Yr       For period from
                    "HYPOTHETICAL"                       period ended     period ended       inception to
          AVERAGE ANNUAL TOTAL RETURN TABLE                12/31/95         12/31/95           12/31/95
                                                               %               %                  %
Subaccount (date of inception of corresponding Portfolio)
    (Policy issued without Enhanced Death Benefit
<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             N/A                  21.56
Fidelity VIP Equity Income(10/9/86)                               33.39           19.78                11.89
Fidelity VIP II Contrafund (1/3/95)                               N/A             N/A                  37.86
MFS Emerging Growth (6/1/95)                                      N/A             N/A                  18.59
MFS High Income (6/1/95)                                          N/A             N/A                   9.87
MFS Research (6/1/95)                                             N/A             N/A                  13.49
MFS World Government (6/1/94)                                     12.92           N/A                   8.18
Scudder International (5/1/87)                                     9.69            8.98                 7.99
T. Rowe Price International (3/194)                                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)                          8.46           N/A                   6.21
T. Rowe Price Personal Styrategy Balanced (12/31/94)              27.03           N/A                  27.03
- --------------------------------------------------------------------------------------------------------------
Subaccount (date of inception of corresponding Portfolio)
     (Policy issued with Enhanced Death Benefit)
- --------------------------------------------------------------------------------------------------------------
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             N/A                  21.14
Fidelity VIP Equity Income(10/9/86)                               32.93           19.37                11.50
Fidelity VIP II Contrafund (1/3/95)                               N/A             N/A                  37.39
MFS Emerging Growth (6/1/95)                                      N/A             N/A                  17.87
MFS High Income (6/1/95)                                          N/A             N/A                   9.49
MFS Research (6/1/95)                                             N/A             N/A                  14.89
MFS World Government (6/1/94)                                     12.53           N/A                   7.80
Scudder International (5/1/87)                                     9.31            8.61                 7.62
T. Rowe Price International (3/194)                                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 Styrategy Balanced (12/31/94)              26.60           N/A                  26.60
==============================================================================================================
</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 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.


                                      - 9 -

<PAGE>



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

                                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.

                                     - 10 -

<PAGE>

                                 UNITED OF OMAHA
                             LIFE INSURANCE COMPANY


                               REPORT ON AUDITS OF
                              FINANCIAL STATEMENTS
                               for the years ended
                        December 31, 1995, 1994 and 1993




<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
United of Omaha Life Insurance Company
Omaha, Nebraska

We have  audited  the  accompanying  balance  sheets  of  United  of Omaha  Life
Insurance  Company (a Nebraska  corporation  and a  wholly-owned  subsidiary  of
Mutual of Omaha  Insurance  Company) as of December  31, 1995 and 1994,  and the
related statements of operations, capital and surplus, and cash flow for each of
the  three  years  in the  period  ended  December  31,  1995.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of United of Omaha Life Insurance
Company as of December 31, 1995 and 1994,  and the results of its operations and
its cash flow for each of the three years in the period ended  December 31, 1995
in conformity with accounting practices prescribed or permitted by the Insurance
Department of the State of Nebraska,  which are  considered  generally  accepted
accounting  principles for  wholly-owned  subsidiaries of mutual life and health
and accident insurance companies.




COOPERS & LYBRAND L.L.P.



Omaha, Nebraska
February 23, 1996

                                            1

<PAGE>


<TABLE>
<CAPTION>

                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                                        BALANCE SHEETS
                                  December 31, 1995 and 1994
                                        (in thousands)

         ADMITTED ASSETS                                                  1995         1994
                                                                          ----         ----
<S>                                                                       <C>          <C>
Bonds (Notes 2 and 3)                                                  $5,348,682   $4,461,418
Preferred stocks (Note 2)                                                   2,967        2,967
Common stocks (Note 2)                                                    215,614      213,357
Mortgage loans (Note 2)                                                 1,039,336    1,140,422
Real estate occupied by the Company, net of accumulated depreciation
  of $48,176 in 1995 and $44,410 in 1994                                   89,366       92,606
Real estate acquired in satisfaction of debt, net of accumulated
  depreciation of $4,007 in 1995 and $3,659 in 1994                        53,812       45,619
Investment real estate, net of accumulated depreciation
  of $14,052 in 1995 and $17,224 in 1994                                   13,234       23,391
Policy loans                                                              111,335      104,842
Cash and short-term investments (Note 2)                                  176,000      109,062
Other invested assets                                                      46,272       26,842
                                                                       ----------   ----------

         Total cash and invested assets                                 7,096,618    6,220,526

Premiums deferred and uncollected                                          85,015       74,022
Investment income due and accrued                                          73,470       67,702
Separate accounts                                                         156,212       83,788
EDP equipment                                                              53,474       51,950
Receivable from parent, subsidiaries and affiliates (Note 6)                7,671       13,489
Other (Note 3)                                                             70,443       60,225
                                                                       ----------   ----------

         Total admitted assets                                         $7,542,903   $6,571,702
                                                                       ==========   ==========

         LIABILITIES

Aggregate reserve for policies and contracts (Note 6)                  $4,724,703   $3,942,869
Liability for premium and other deposit funds (Note 10)                 1,746,619    1,757,187
Policy and contract claims (Note 6)                                        48,022       44,631
Other                                                                      71,293       59,699
                                                                       ----------   ----------

         Total policy reserves                                          6,590,637    5,804,386

Interest maintenance reserve                                               25,378       25,725
Asset valuation reserve                                                   106,346       99,863
General expenses due or accrued (Note 5)                                   32,866       28,966
Federal income taxes due or accrued (Note 4)                               17,342        3,771
Separate accounts                                                         156,184       83,779
Other (Note 3)                                                            101,537       75,246
                                                                       ----------   ----------

         Total liabilities                                              7,030,290    6,121,736
                                                                       ----------   ----------

         CAPITAL AND SURPLUS

Capital stock, $10 par value, 900,000 shares authorized and outstanding     9,000        9,000
Gross paid-in and contributed surplus                                      62,724       62,724
Unassigned surplus (Notes 11 and 13)                                      440,889      378,242
                                                                       ----------   ----------

         Total capital and surplus                                        512,613      449,966
                                                                       ----------   ----------

         Total liabilities and capital and surplus                     $7,542,903   $6,571,702
                                                                       ==========   ==========

          The  accompanying  notes  are an  integral  part  of  these  financial
statements.

</TABLE>
                                              2

<PAGE>

<TABLE>
<CAPTION>


                              UNITED OF OMAHA LIFE INSURANCE COMPANY
                                     STATEMENTS OF OPERATIONS
                       for the years ended December 31, 1995, 1994 and 1993
                                          (in thousands)



                                                                1995         1994        1993
                                                                ----         ----        ----
<S>                                                              <C>         <C>         <C>

Income:
  Premiums and annuity considerations (Notes 6 and 7)        $1,278,389  $1,198,989   $  884,172
  Other considerations and fund deposits                         81,818      51,580      119,519
  Net investment income (Notes 2 and 6)                         526,246     444,160      413,947
  Other income                                                   25,233      32,075       32,428
                                                             ----------  ----------   ----------

         Total income                                         1,911,686   1,726,804    1,450,066
                                                             ----------  ----------   ----------

Benefits and expenses:
  Policyholder and beneficiary benefits (Note 6)                728,340     668,542      656,344
  Increase in reserves for policyholder and
      beneficiary benefits                                      781,059     718,113      490,118
  Operating expenses and commissions (Notes 5 and 6)            284,290     273,424      231,991
  Net transfers to separate accounts                             41,074      23,453       17,458
                                                             ----------  ----------   ----------

         Total benefits and expenses                          1,834,763   1,683,532    1,395,911
                                                             ----------  ----------   ----------

         Net gain from operations before federal
           income taxes and net realized capital gains           76,923      43,272       54,155

Federal income taxes (Note 4)                                    30,227      25,500       35,106
                                                             ----------  ----------     --------

         Net gain from operations before
           net realized capital gains                            46,696      17,772       19,049

Net realized capital gains (losses) (Notes 2 and 6)              14,476       4,826       (8,303)
                                                             ----------  ----------     --------

         Net income                                          $   61,172  $   22,598     $ 10,746
                                                             ==========  ==========     ========

</TABLE>






            The  accompanying  notes  are an  integral  part of these  financial
statements.


                                                3

<PAGE>

<TABLE>
<CAPTION>


                              UNITED OF OMAHA LIFE INSURANCE COMPANY
                                 STATEMENTS OF CAPITAL AND SURPLUS
                       for the years ended December 31, 1995, 1994 and 1993
                                          (in thousands)





                                                            1995        1994       1993
                                                            ----        ----       ----
<S>                                                          <C>        <C>        <C> 
Capital stock:
  Balance at beginning and end of year                    $  9,000   $  9,000    $  9,000
                                                          --------   --------    --------

Gross paid-in and contributed surplus:
  Balance at beginning of year                              62,724     12,724      12,724
  Paid-in by Mutual of Omaha Insurance Company
    (Note 6)                                                  -        50,000        -
                                                          ---------   --------   --------

  Balance at end of year                                    62,724     62,724      12,724
                                                          --------   --------    --------

Unassigned surplus:
  Balance at beginning of year                             378,242    354,608     329,731
  Net income                                                61,172     22,598      10,746
  Change in net unrealized capital gains (Note 2)            6,299     12,348      15,606
  (Increase) decrease:
    Non-admitted assets                                      1,593     (4,670)      2,314
    Asset valuation reserve                                 (6,483)    (6,619)     (4,249)
  Other, net                                                    66        (23)        460
                                                          --------   --------    --------

  Balance at end of year                                   440,889    378,242     354,608
                                                          --------   --------    --------

          Total capital and surplus                       $512,613   $449,966    $376,332
                                                          ========   ========    ========



            The  accompanying  notes  are an  integral  part of these  financial
statements.

</TABLE>

                                                4

<PAGE>


<TABLE>
<CAPTION>

                              UNITED OF OMAHA LIFE INSURANCE COMPANY
                                      STATEMENTS OF CASH FLOW
                       for the years ended December 31, 1995, 1994 and 1993
                                          (in thousands)



                                                    1995          1994          1993
                                                    ----          ----          ----
<S>                                                  <C>           <C>           <C>
Cash from operations:
  Premiums and annuity considerations and
    other fund deposits                          $1,343,041    $1,240,212    $  993,237
  Net investment income                             512,992       434,840       416,278
  Other income                                       21,771        53,829       130,050
                                                 ----------    ----------    ----------

                                                  1,877,804     1,728,881     1,539,565
                                                 ----------    ----------    ----------

  Benefits    728,025                               665,575       661,843
  Commissions and general expenses                  276,573       262,282       222,996
  Federal income taxes                               23,796        30,496        41,279
  Increase in policy loans                            6,494         3,771         2,493
  Net transfers to separate accounts                 41,112        23,453        17,458
                                                 ----------    ----------    ----------

                                                  1,076,000       985,577       946,069
                                                 ----------    ----------    ----------

         Net cash from operations                   801,804       743,304       593,496

Proceeds from investments sold, redeemed or matured:
  Bonds                                             582,788       606,001       648,141
  Mortgage loans                                    131,975       135,034       115,715
  Stocks                                             73,863       365,849       117,256
  Real estate                                        15,353        26,537        10,746
  Other invested assets                               4,392         7,781         2,565
Capital and surplus paid-in                           -            50,000         -
Other sources                                        35,893        (4,927)        4,368
                                                 ----------    ----------    ----------

         Total cash provided                      1,646,068     1,929,580     1,492,287
                                                 ----------    ----------    ----------

Cost of investments acquired:
  Bonds                                           1,460,824     1,441,532     1,399,021
  Mortgage loans                                     56,781        32,909        23,602
  Stocks                                             28,873       386,130       103,278
  Other invested assets                              22,321         3,744         6,032
  Real estate                                         4,897         6,256         6,594
Other uses                                            5,434        38,888        10,308
                                                 ----------    ----------    ----------

         Total cash applied                       1,579,130     1,909,459     1,548,835
                                                 ----------    ----------    ----------

Net change in cash and short-term investments        66,938        20,121       (56,548)

Cash and short-term investments:
  Beginning of year                                 109,062        88,941       145,489
                                                 ----------    ----------    ----------

  End of year                                    $  176,000    $  109,062    $   88,941
                                                 ==========    ==========    ==========

            The  accompanying  notes  are an  integral  part of these  financial
statements.
</TABLE>


                                                5

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                                 NOTES TO FINANCIAL STATEMENTS
                                 (dollar amounts in thousands)



1.      Summary of Significant Accounting Practices:

        United of Omaha Life  Insurance  Company (the Company) is a wholly-owned
        subsidiary of Mutual of Omaha  Insurance  Company  (Mutual of Omaha),  a
        mutual life and health and accident  insurance  company domiciled in the
        State of Nebraska.  The Company has insurance  licenses to operate in 49
        states, the District of Columbia, Guam, Puerto Rico, and the U.S. Virgin
        Islands.  Individual  life  insurance  and  annuity  products  are  sold
        primarily  through a network of career  agents,  direct  mail,  brokers,
        financial   planners   and  banks.   Group   business   is  produced  by
        representatives located in Mutual of Omaha group offices.

        The accompanying  financial  statements have been prepared in conformity
        with  accounting  practices  prescribed  or permitted  by the  Insurance
        Department of the State of Nebraska,  which  practices are considered to
        be generally accepted  accounting  principles for mutual life and health
        and  accident  insurance  companies  and their  wholly-owned  stock life
        insurance company  subsidiaries (see Note 13). Management is required to
        make  estimates  and  assumptions  that affect the  reported  amounts of
        admitted  assets  and  liabilities  as of the  dates  of  the  financial
        statements  and income,  expenses and benefits for the years then ended.
        Actual  results could differ  significantly  from those  estimates.  The
        principal accounting practices followed by the Company are:

        (a)    Investments:
               Bonds are generally stated at amortized cost. Bonds not backed by
               other  loans  are   amortized   using  the   scientific   method.
               Loan-backed  bonds and structured  securities are amortized under
               the interest method using anticipated  prepayments at the date of
               purchase.  Any  significant  changes in estimated cash flows from
               the original  purchase  assumptions  are  accounted for using the
               retrospective  method.  Preferred  stocks are stated primarily at
               cost.  Common  stocks of  unaffiliated  companies  are  stated at
               market value and  affiliated  companies  are valued at underlying
               statutory  book value.  Unrealized  capital  gains  (losses)  are
               reported as a  component  of  unassigned  surplus,  ignoring  the
               effect of income taxes.

               Mortgage  loans  and  policy  loans are  stated at the  aggregate
               unpaid   balance.   In  accordance   with  statutory   accounting
               practices,  the Company  records a general  reserve for losses on
               mortgage loans as part of the asset valuation reserve.

               Home office and investment  real estate are valued at cost,  less
               allowance for depreciation.  Property acquired in satisfaction of
               debt is  initially  valued  at the  lower of cost or fair  market
               value.  Depreciation is provided on the straight-line  basis over
               the estimated useful lives of the related assets.

               Short-term  investments include all investments whose maturities,
               at the time of  acquisition,  are one year or less and are stated
               at cost which approximates market.

               Investment  income is recorded  when earned.  Realized  gains and
               losses on sale or maturity of  investments  are determined on the
               specific  identification  basis.  Any portion of invested  assets
               designated as "non-admitted" are excluded from the balance sheets
               and recorded as a change in unrealized capital gains (losses).

        (b)    Asset Valuation and Interest Maintenance Reserves:
               The Company  establishes  certain  reserves as promulgated by the
               National Association of Insurance Commissioners (NAIC). The Asset
               Valuation  Reserve  (AVR) is  established  for the specific  risk
               characteristics  of invested assets of the Company.  The Interest
               Maintenance  Reserve (IMR) is established  for the realized gains
               and losses on the redemption of fixed income securities resulting
               from  changes in  interest  rates,  net of tax.  Gains and losses
               pertaining to the IMR are subsequently  amortized into investment
               income  over the  expected  remaining  period to  maturity of the
               investments sold or called.

                                              6

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



1.      Summary of Significant Accounting Practices, Continued:

        (c)    Policy Reserves:
               Policy reserves provide amounts  adequate to discharge  estimated
               future obligations in excess of estimated premiums on policies in
               force. Reserves for life policies are computed principally by the
               Commissioners'  Reserve  Valuation  Method basis or the net level
               premium  basis using  interest  rates (2.5% to 6%) and  mortality
               assumptions (American  Experience,  1941, 1958, 1960 and 1980 CSO
               Tables)  prescribed  by  regulatory  authorities.   Reserves  for
               annuities  and deposit  administration  contracts are computed on
               the basis of interest  rates ranging from 2.5% to 12.75%.  Policy
               and contract claim  liabilities  include  provisions for reported
               claims and estimates for claims incurred but not reported.

        (d)    Premiums and Related Commissions:
               Premiums are recognized as income over the premium paying period.
               Commissions  and other  expenses  related to the  acquisition  of
               policies are charged to operations as incurred.

        (e)    Federal Income Taxes:
               The Company files a  consolidated  federal income tax return with
               its  parent  and  other  eligible  subsidiaries.  The  method  of
               allocating  taxes  among the  companies  is  subject to a written
               agreement  approved  by the Board of  Directors.  Each  company's
               provision  for federal  income tax expense is based on a separate
               return calculation with each company  recognizing tax benefits of
               net operating  loss  carryforwards  and tax credits on a separate
               return basis.

               The provision  for federal  income taxes is based on income which
               is  currently  taxable.  Deferred  federal  income  taxes are not
               provided  for  temporary   differences  between  income  tax  and
               financial  reporting.  The  Company  recognizes  the  benefits of
               foreign tax credit and general business credit carryforwards when
               realized.

        (f)    Non-admitted Assets:
               Certain assets designated as "non-admitted"  assets,  principally
               receivables and office furniture and equipment, are excluded from
               the balance  sheets.  The net change in such assets is charged or
               credited directly to unassigned surplus.

        (g)    Fair Values of Financial Instruments:
               The following methods and assumptions were used by the Company in
               estimating its fair value disclosures for financial instruments:

                      Cash,  Short-term  Investments and Other Invested  Assets:
                      The carrying  amounts  reported in the balance  sheets for
                      these instruments approximate their fair values.

                      Bonds:  The fair  values  for  bonds  are  based on quoted
                      market  prices,  where  available.  For bonds not actively
                      traded,  fair values are estimated  using values  obtained
                      from  independent  pricing  services  or based on expected
                      future cash flows using a current  market rate  applicable
                      to  the  yield,   credit   quality  and  maturity  of  the
                      investments.

                      Unaffiliated  Common  Stocks:    The  fair  values  for 
                      unaffiliated  common  stocks  are  based on  quoted market
                      prices and are reported in the balance sheets.

                      Mortgage  Loans:  The fair  value  for  mortgage  loans is
                      estimated  using  discounted  cash  flow  analyses,  using
                      interest rates  currently  being offered for similar loans
                      to  borrowers  with  similar  credit  ratings.  Loans with
                      similar characteristics are aggregated for purposes of the
                      calculations.


                                              7

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



1.      Summary of Significant Accounting Practices, Continued:

        (g)    Fair Values of Financial Instruments, Continued:

                      Policy Loans:  The Company does not believe an estimate of
                      the  fair  value  of  policy  loans  can be  made  without
                      incurring  excessive  cost.  Policy  loans  have no stated
                      maturities   and  are  usually  repaid  by  reductions  to
                      benefits   and   surrenders.   Because  of  the   numerous
                      assumptions  which would have to be made to estimate  fair
                      value,  the Company further believes that such information
                      would not be meaningful.

                      Investment  Contracts:  The fair  values  for  liabilities
                      under  investment-type-insurance  contracts  are estimated
                      using discounted cash flow calculations, based on interest
                      rates currently  being offered for similar  contracts with
                      maturities   consistent   with  those  remaining  for  the
                      contracts being valued.

        (h)    Derivatives:
               The Company  utilizes  swap and cap  arrangements,  for  purposes
               other than trading,  to hedge risk in order to manage  investment
               returns  and  to  align   currency   rates  with  its   insurance
               obligations. The foreign currency swap arrangements are stated at
               market  value.  The  differences  between  the  amounts  paid  or
               received  on  foreign  currency  and   interest-rate   swaps  are
               reflected in the statements of operations. The consideration paid
               for  interest-rate cap arrangements are stated at amortized cost.
               Interest-rate caps are amortized and recorded as an adjustment to
               net investment  income over the life of the investment  using the
               effective interest method.

               The  Company  also  invests in  protected  equity  notes that are
               stated at  amortized  cost and intends to hold them to  maturity.
               These instruments pay a very modest (or no) semi-annual or annual
               coupon and pay at  maturity  all  principal  plus a  "contingent"
               interest coupon equal to any percentage  increase in a designated
               index.  If the index has declined  over the term of the bond,  no
               contingent  interest is payable,  but at maturity  all  principal
               would nevertheless be payable.  The designated index is typically
               linked to the  performance  of a known  stock  index or basket of
               indices. Interest income is recognized when earned.

        (i)    Separate Accounts:
               The assets of the separate  accounts  shown in the balance sheets
               primarily  consist of common stocks,  mutual funds and commercial
               paper held by the Company for the benefit of certificate  holders
               under specific  individual and group annuity contracts.  Benefits
               paid to separate account certificate holders are reflected in the
               statements of  operations,  but are offset by transfers  from the
               separate  accounts.  The payment of such benefits and the earning
               of investment income  constitute the only significant  activities
               in the separate accounts.

        (j)    Reclassifications:
               Certain reclassifications have been made to prior year amounts to
               conform  with  current  year  presentation  with no effect on net
               income or total capital and surplus.


                                              8

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



2.      Investments:

        The amortized cost, gross unrealized gains and losses and estimated fair
        value of the Company's investments in debt securities were as follows:
<TABLE>
<CAPTION>

                                                                Gross        Gross        Estimated
                                                Amortized    Unrealized   Unrealized         Fair
                                                  Cost          Gains       Losses          Value
 <S>                                               <C>           <C>          <C>           <C>  
         At December 31, 1995:
           Governments                         $   68,814     $  3,600     $     74      $   72,340
           States, territories and possessions      6,354          164         -              6,518
           Political subdivisions                  23,300          703            6          23,997
           Special revenue                      1,243,137       39,397        4,179       1,278,355
           Public utilities                       433,579       36,389          450         469,518
           Industrial and miscellaneous         3,527,698      197,605       21,205       3,704,098
           Credit-tenant loans                    231,739       19,304          540         250,503
                                               ----------     --------     --------      ----------

                  Total                        $5,534,621     $297,162     $ 26,454      $5,805,329
                                               ==========     ========     ========      ==========

         Bonds                                 $5,348,682
         Short-term investments                   185,939

                                               $5,534,621

         At December 31, 1994:
           Governments                         $   55,096     $    457     $  4,078      $   51,475
           States, territories and possessions      8,065          301         -              8,366
           Political subdivisions                  23,975          119        1,610          22,484
           Special revenue                      1,209,599        3,118      106,731       1,105,986
           Public utilities                       437,376        9,376       12,493         434,259
           Industrial and miscellaneous         2,718,416       29,852       87,460       2,660,808
           Credit-tenant loans                    131,283         -           8,939         122,344
                                               ----------     --------     --------      ----------

                  Total                        $4,583,810     $ 43,223     $221,311      $4,405,722
                                               ==========     ========     ========      ==========

         Bonds                                 $4,461,418
         Short-term investments                   122,392

                                               $4,583,810
</TABLE>

        The  amortized  cost and  estimated  fair  value of debt  securities  at
        December 31, 1995, by contractual  maturity,  are shown below.  Expected
        maturities will differ from contractual maturities because borrowers may
        have the right to call or prepay  obligations  with or  without  call or
        prepayment penalties.

                                                                 Estimated
                                                 Amortized            Fair
                                                    Cost             Value

         Due in one year or less                 $  366,387       $  368,589
         Due after one year through five years    1,513,116        1,562,887
         Due after five years through ten years   1,868,924        1,993,731
         Due after ten years                      1,786,194        1,880,122
                                                 ----------       ----------

                                                 $5,534,621       $5,805,329

                                              9

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)


2.   Investments, Continued:

     The  admitted  value,  cost  and  estimated  fair  value  of the  Company's
     preferred and common stock investments were as follows:
<TABLE>
<CAPTION>

                                                                              Estimated
                                                   Admitted                      Fair
                                                     Value         Cost         Value
<S>                                                   <C>           <C>         <C>
         At December 31, 1995:
           Preferred stocks                        $   -         $    398     $   -
           Preferred stocks subject to mandatory
             sinking funds                            2,967         2,967        4,827
                                                   --------      --------     --------

             Total                                 $  2,967      $  3,365     $  4,827
                                                   ========      ========     ========

           Common stocks, affiliated               $ 68,696      $ 66,085     $ 68,696
           Common stocks, unaffiliated              146,918        46,422      146,918
                                                   --------      --------     --------

             Total                                 $215,614      $112,507     $215,614
                                                   ========      ========     ========

         At December 31, 1994:
           Preferred stocks                        $      -      $    398     $   -
           Preferred stocks subject to mandatory
             sinking funds                            2,967         2,967        4,212
                                                   --------      --------     --------

             Total                                 $  2,967      $  3,365     $  4,212
                                                   ========      ========     ========

           Common stocks, affiliated               $ 89,394      $ 66,084     $ 89,394
           Common stocks, unaffiliated              123,963        55,512      123,963
                                                   --------      --------     --------

             Total                                 $213,357      $121,596     $213,357
                                                   ========      ========     ========
</TABLE>

     The Company owns 100% of the outstanding  common stock of United World Life
     Insurance   Company  (United  World),   Companion  Life  Insurance  Company
     (Companion),  Mutual of Omaha Structured Settlement Company - Nebraska, and
     Mutual  of  Omaha  Structured  Settlement  Company  -  Connecticut.  A  net
     unrealized  capital  gain  (loss) is  recorded  as a change  in  unassigned
     surplus for the equity in net operating results and surplus transactions of
     subsidiaries  aggregating $(20,700),  $4,661 and $5,462 for the years ended
     December 31, 1995, 1994 and 1993, respectively (see Note 6).

     The components of net investment income consist of the following:
<TABLE>
<CAPTION>

                                                        1995        1994        1993
                                                        ----        ----        ----

<S>                                                      <C>         <C>        <C>    
         Bonds                                       $388,690    $320,299     $277,147
         Preferred stocks                                 399         400          405
         Common stocks (Note 6)                        27,756       3,651        2,598
         Mortgage loans                                96,891     109,279      123,011
         Real estate                                   26,860      27,978       28,316
         Policy loans                                   6,348       5,914        5,605
         Short-term investments                         6,665       4,047        3,382
         Other                                         (1,858)        497        1,701
                                                     --------    --------     --------

                                                      551,751     472,065      442,165
         Investment expense                           (29,424)    (31,414)     (30,538)
         Amortization of interest maintenance reserve    3,919      3,509        2,320
                                                      --------   --------     --------

                                                     $526,246    $444,160     $413,947
                                                     ========    ========     ========

</TABLE>
                                              10

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



2.      Investments, Continued:

        Realized  capital  gains and losses on  invested  assets  consist of the
following:

                                                                        Net
                                               Gross       Gross     Realized
                                               Realized    Realized    Gains
                                                Gains       Losses    (Losses)

         Year ended December 31, 1995:
           Bonds                               $ 4,830     $   158    $  4,672
           Common stocks (Note 6)               36,564         663      35,901
           Mortgage loans                          977       8,894      (7,917)
           Real estate                           1,804       8,041      (6,237)
           Other                                 1,479         185       1,294
                                               -------     -------    --------

                                               $45,654     $17,941      27,713
                                               =======     =======

         Less:  Capital gains tax (Note 6)                              (9,665)
                Transfer to IMR                                         (3,572)
                                                                      --------

         Net realized capital gains                                   $ 14,476
                                                                      ========


         Year ended December 31, 1994:
           Bonds                               $ 5,764     $   145    $  5,619
           Common stocks                         6,608       1,478       5,130
           Mortgage loans                        2,270       7,011      (4,741)
           Real estate                           6,540       1,922       4,618
           Other                                 3,985          20       3,965
                                               -------     -------    --------

                                               $25,167     $10,576      14,591
                                               =======     =======

         Less: Capital gains tax                                        (5,075)
               Transfer to IMR                                          (4,690)

         Net realized capital gains                                   $  4,826
                                                                      ========

         Year ended December 31, 1993:
           Bonds                               $29,272     $ 1,931    $ 27,341
           Common stocks                         4,859         570       4,289
           Mortgage loans                          793       9,162      (8,369)
           Real estate                             357       3,212      (2,855)
           Other                                 1,144          15       1,129
                                               -------     -------    --------

                                               $36,425     $14,890      21,535
                                               =======     =======

         Less:  Capital gains tax                                      (10,443)
                Transfer to IMR                                        (19,395)

         Net realized capital losses                                  $ (8,303)
                                                                       ========


                                              11

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



2.   Investments, Continued:

     The maximum and minimum lending rates for mortgage loans during 1995 ranged
     from 7.15% to 9.37%. The maximum percentage of any one loan to the value of
     security at the time of the loan,  exclusive  of insured or  guaranteed  or
     purchase money  mortgages,  was 75%. At December 31, 1995, the Company held
     mortgages  with $2,013 of statement  value with interest more than one year
     overdue;  total interest due equals $177.  During 1995, the Company reduced
     interest rates on two mortgage loans with an outstanding  principal balance
     of $5,023.  The  estimated  fair value of the mortgage  loan  portfolio was
     approximately  $1,072,501  and  $1,153,882  at December  31, 1995 and 1994,
     respectively.

     At December 31, 1995,  securities  with a carrying  value of $2,264 were on
     deposit   with   government   agencies   as  required  by  law  in  various
     jurisdictions in which the Company conducts business.

3.   Derivative Financial Instruments:

     The  Company   enters  into   interest-rate   swap   agreements  to  manage
     interest-rate  exposure.  The  primary  reason for the  interest-rate  swap
     agreements  is  to  modify  the  interest-rate   sensitivities  of  certain
     investments  so that  they are  highly  correlated  with the  interest-rate
     sensitivities   of  certain  of  the   Company's   insurance   liabilities.
     Interest-rate swap transactions generally involve the exchange of fixed and
     floating  rate  interest  payment  obligations  without the exchange of the
     underlying principal amounts.

     The  Company  also  uses  interest-rate  caps  to more  effectively  manage
     interest-rate   risk  associated  with  single  premium   deferred  annuity
     contracts.  An  interest-rate  cap is a right to  receive  the  excess of a
     reference interest rate over a given rate. This allows the Company to limit
     the risk associated with an increase in interest rates.

     The Company  purchases  corporate bonds in the foreign bond markets.  These
     bonds  are  typically  issued by U.S.  corporations  and  denominated  in a
     variety of currencies. These bonds, on occasion, are available for purchase
     in the  secondary  market at  attractive  yields.  The Company  enters into
     currency  swaps  simultaneous  with its foreign  currency bond purchases so
     that  all  future  foreign  currency-denominated   interest  and  principal
     payments on such bonds are swapped with high quality  counterparties at the
     time of purchase for known amounts of U.S. dollars.

     Through  the  use  of  protected   equity  notes,  the  Company  more  cost
     effectively  diversifies its exposure to equity markets.  Protected  equity
     notes  help  reduce  the  Company's  exposure  to  fluctuations  in  equity
     instruments by linking a substantial portion of their expected total return
     to certain market indices while preserving the principal investment.


                                              12

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



3.   Derivative Financial Instruments, Continued:

     The  following  table   summarizes  the  Company's   derivative   financial
     instruments.  Notional  amounts are used on certain  instruments to express
     the volume of these  transactions,  but do not  represent  the much smaller
     amounts potentially subject to credit risk.

<TABLE>
<CAPTION>

                                          Notional     Statement        Fair       Year(s) of
                                          Amount         Value         Value        Maturity
<S>                                         <C>          <C>            <C>          <C>

        At December 31, 1995:
          Interest-rate swaps            $202,500      $   -         $(17,210)    1999 - 2003
                                         ========      =========     ========

          Interest-rate caps             $165,000      $  1,343      $    608            2000
                                         ========      ========      ========

          Foreign currency swaps         $ 80,729      $(32,796)     $(32,796)    1996 - 1998
                                         ========      ========      ========

          Protected equity notes         $   -         $ 48,925      $ 64,666     1997 - 2015
                                         =========     ========      ========

        At December 31, 1994:
          Interest-rate swaps            $202,500      $   -         $   (694)    1999 - 2003
                                         ========      =========     ========

          Foreign currency swaps         $ 84,029      $(27,142)     $(27,142)    1995 - 1998
                                         ========      ========      ========

          Protected equity notes         $   -         $ 38,925      $ 49,496     1997 - 2001
                                         =========     ========      ========

</TABLE>


        The Company has considerable  expertise and experience in evaluating and
        managing  credit  risk.  Each  issuer  or  counterparty  is  extensively
        reviewed  to  evaluate  its  financial  stability  prior to  making  the
        investment and throughout the period that the investment is owned.

        The Company has  commitments to fund bond  investments of  approximately
        $113,000 and mortgage loans of approximately  $25,300 as of December 31,
        1995.  These  commitments are legally binding and have fixed  expiration
        dates or other termination  clauses that may require a payment of a fee.
        In the event that the  financial  condition  of a borrower  deteriorates
        materially,  the  commitment  may  be  terminated.  Since  some  of  the
        commitments  may  expire  or  terminate,  the total  commitments  do not
        necessarily represent future liquidity requirements.

4.      Federal Income Taxes:

        The provision for federal income taxes reflects an effective  income tax
        rate which differs from the prevailing federal income tax rate primarily
        as a result  of  income  and  expense  recognition  differences  between
        financial  and  income  tax  reporting.  The major  differences  include
        capitalization and amortization of certain  acquisition  amounts for tax
        purposes,  different methods for determining statutory and tax insurance
        reserves,  timing of the recognition of market discount on bonds and the
        acceleration of depreciation for tax purposes.

        The  Company's  tax returns have been  examined by the Internal  Revenue
        Service (IRS) through 1989. The Company is currently  appealing  certain
        adjustments proposed by the IRS for tax years 1987 through 1989. The tax
        returns  for  1990  through  1992  are  currently   under   examination.
        Management  believes  the  results  of these  examinations  will have no
        material impact on the Company's financial statements.

        Under  federal  income tax law prior to 1984,  the  Company  accumulated
        approximately  $31,615 of deferred  taxable  income  which could  become
        subject  to  income  taxes  in  the  future  under  certain  conditions.
        Management  believes  the  chance  that those  conditions  will exist is
        remote.


                                              13

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



5.      Retirement Benefits:

        The Company  participates with affiliated companies in a noncontributory
        defined  benefit  plan  covering  all United  States  employees  meeting
        certain minimum  requirements.  Mutual of Omaha and certain subsidiaries
        (the Companies)  generally make annual  contributions  to the plan in an
        amount between the minimum ERISA required  contribution  and the maximum
        tax-deductible contribution.  Funds for the plan are held in the general
        and separate accounts of the Company under a group annuity contract.

        Information  regarding  accumulated plan benefits and net assets has not
        been determined on an individual company basis. The Company's  employees
        comprised  approximately 28%, 25% and 24% of the total employee group in
        1995,  1994 and 1993. The Companies  expensed  contributions  of $9,115,
        $8,746, and $8,597 in 1995, 1994 and 1993, respectively. A comparison of
        accumulated  plan  benefits  and net assets  for the  entire  plan as of
        January 1, 1995 and 1994 follows:

                                                          1995        1994
        Actuarial present value of accumulated 
                plan benefits:
          Vested $280,516                               $262,457
          Nonvested                                        1,263       1,314
                                                        --------    --------

                                                        $281,779    $263,771

        Net assets available for benefits               $301,773    $290,914
                                                        ========    ========

        Assumptions:
          Annual investment return                         8.0%       10.0%
          Mortality table                               1971 GAM    1971 GAM
          Discount rate                                   7.93%       8.17%


        The  Companies  also have the Mutual of Omaha 401(k)  Long-Term  Savings
        Plan covering all United States employees who have completed one year of
        service and have reached their 21st birthday.  Participants may elect to
        contribute  1% to 16% of their salary  annually  subject to plan and IRS
        limitations.  The  Companies  match at least  25% of the first 6% of the
        contributions  made by each participant.  Contributions by the Companies
        were $5,775, $5,477 and $5,114 in 1995, 1994 and 1993, respectively.

        The Companies provide certain  postretirement medical and life insurance
        benefits to  full-time  employees  who have worked 10 years and attained
        age 55 while in service with the Companies. The level of benefits varies
        with the  retiree's  length of service with the  Companies.  The medical
        plan is contributory with retiree contributions  adjusted annually.  The
        benefits are subject to  cost-sharing  features such as deductibles  and
        coinsurance.  The cost of these postretirement  benefits is allocated in
        accordance with an intercompany cost-sharing arrangement.  The Companies
        use the accrual  method of accounting  for  postretirement  benefits and
        elected to amortize the original transition obligation over 20 years.


                                              14

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



5.      Retirement Benefits, Continued:

        The following  table sets forth the Plan's funded status at December 31,
1995 and 1994:

                                                          1995        1994

        Accumulated postretirement benefits obligation:
          Fully eligible actives                        $  9,071    $  9,899
          Retirees                                        72,688      72,977
                                                        --------    --------

                                                          81,759      82,876

        Unrecognized transition obligation               (69,716)    (73,818)
        Unrecognized gain                                  9,951       6,469
                                                        --------    --------

               Total accrued expense                    $ 21,994    $ 15,527
                                                        ========    ========

        Assumptions:
          Discount rate                                   7.25%        7.50%
          Health care trend rate:
            First year                                    8.50%    8.50 - 10.00%
            Ultimate                                      5.00%        5.00%
            Grading period                              10 years     10 years

        The  Companies'  net periodic  postretirement  benefit costs include the
following components:

                                                  1995         1994        1993
                                                  ----         ----        ----

        Service and eligibility costs           $  1,654    $  1,839    $  1,529
        Interest costs                             5,567       5,761       6,361
        Net amortization and deferral               (683)       -           -
        Amortization of transition obligation      4,101       4,101       4,101
                                                --------    --------    --------

               Total benefit costs              $ 10,639    $ 11,701    $ 11,991
                                                ========    ========    ========


        The health care cost trend rate  assumption has a significant  effect on
        the amounts reported. To illustrate,  increasing the assumed health care
        cost trend rate by one percentage  point in each year would increase the
        Companies' accumulated postretirement benefits obligation as of December
        31, 1995 by approximately $5,995 and the estimated  eligibility cost and
        interest  cost  components  of the net periodic  postretirement  benefit
        costs for 1995 by approximately $805.

6.      Related Party Transactions:

        The home  office  properties  are  occupied  jointly by the  Company and
        Mutual of Omaha. Because of this relationship, the Companies incur joint
        operating expenses subject to allocation. Management believes the method
        of allocating such expenses is fair and reasonable.

        The  Company  paid  $543,   $431  and  $363  in  1995,  1994  and  1993,
        respectively, to Kirkpatrick,  Pettis, Smith, Polian Inc., an affiliate,
        for  equity  investment  management  services;  and  $350 and $12 to its
        subsidiaries Mutual of Omaha Structured Settlement  Company-Nebraska and
        Mutual of Omaha Structured Settlement Company-Connecticut, respectively,
        for  assignment  fees  in  1995.  In  addition,   the  Company  received
        management  fees of $140 and $31 in 1995 and  1994,  respectively,  from
        Mutual of Omaha Structured  Settlement  Company-Nebraska and $11 in 1995
        from  Mutual  of Omaha  Structured  Settlement  Company-Connecticut  for
        providing management and administrative services.

                                              15

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



6.      Related Party Transactions, Continued:

        In July 1995, the Company received a $25,000 extraordinary dividend from
        United World. Assets distributed to the Company included cash of $1,744,
        bonds  with a market  value  of  $23,113  and  accrued  interest  on the
        transferred  bonds of $143.  The transfer of bonds and accrued  interest
        occurred  July 1, 1995 and the cash was  transferred  July 3, 1995,  the
        first  banking  day after July 1. The bonds  transferred  to the Company
        consisted of corporate bonds,  agency  mortgage-backed  bonds and agency
        asset-backed bonds.

        On August 31, 1995, the Company  received $23,250 in cash from Mutual of
        Omaha,  for 600,000  shares of FirsTier,  Inc.  common stock.  The gross
        realized capital gain on the common stock transferred was $22,852,  less
        a provision for federal income taxes of $7,999.

        In 1994, the Company received a $50,000  contribution to its capital and
        surplus from Mutual of Omaha and the Company  contributed $20,000 to the
        capital and surplus of Companion.

        Under the terms of a  reinsurance  treaty  effected  June 1,  1955,  all
        health and accident  insurance written by the Company is ceded to Mutual
        of Omaha.  The  operating  results of certain  lines of group health and
        accident and life insurance are shared equally by the Company and Mutual
        of Omaha. The amounts ceded were as follows:
<TABLE>
<CAPTION>

                                                     1995           1994           1993
<S>                                                  <C>            <C>            <C>

               Aggregate reserve for policies
                 and contracts                     $ 89,012       $ 95,404
                                                   ========       ========

               Policy and contract claims          $127,625       $144,819
                                                   ========       ========

               Premium considerations              $395,014       $439,361       $462,246
                                                   ========       ========       ========

               Policyholder and beneficiary benefits $309,876     $324,846       $326,689
                                                     ========     ========       ========

               Group reinsurance settlement        $  5,354       $ 11,324       $ 12,544
                                                   ========       ========       ========


        The Company  also  assumes  group and  individual  life  insurance  from
        Companion. The amounts assumed by the Company were as follows:

                                                     1995           1994            1993
                                                     ----           ----            ----

               Aggregate reserve for policies
                 and contracts                     $  3,736       $  3,363
                                                   ========       ========

               Policy and contract claims          $  2,430       $  1,738
                                                   ========       ========

               Premium considerations              $  4,268       $  5,018       $  2,980
                                                   ========       ========       ========

               Policyholder and beneficiary benefits $  3,061     $  4,413       $  2,065
                                                     ========     ========       ========

</TABLE>

                                              16

<PAGE>



                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



7.      Reinsurance:

        In the  normal  course  of  business,  the  Company  assumes  and  cedes
        reinsurance.  The ceding of  reinsurance  does not  discharge an insurer
        from its primary legal liability to a policyholder.  The Company remains
        liable to the extent that a reinsurer is unable to meet its obligations.

        The reconciliation of direct premiums to net premiums is as follows:

                                      1995           1994           1993
                                      ----           ----           ----

               Direct              $1,658,506     $1,622,903     $1,329,489
               Assumed                 27,496         25,317         21,736
               Ceded                 (407,613)      (449,231)      (467,053)
                                   ----------     ----------     ----------

                    Net            $1,278,389     $1,198,989     $  884,172
                                   ==========     ==========     ==========

8.      Credit Arrangements:

        The  Company  and  Mutual of Omaha  are  authorized  by their  Boards of
        Directors to borrow a maximum of $50,000 on a joint basis under lines of
        credit.  At December 31, 1995, the Company had no outstanding  borrowing
        against its  uncommitted,  uncollateralized  revolving  lines of credit.
        Interest  rates  applicable to borrowing  under the  Company's  lines of
        credit  arrangements  are  negotiated  with  the  lender  at the time of
        borrowing.

9.      Contingent Liabilities:

        Various  lawsuits  have arisen in the ordinary  course of the  Company's
        business. The Company believes that its defenses are meritorious and the
        eventual  outcome of those  lawsuits will not have a material  effect on
        the Company's financial position.

10.     Annuity Actuarial Reserves:

        The estimated  fair value and statement  value of guaranteed  investment
        and select maturity contracts were:

                                                      1995           1994
                                                      ----           ----

               Estimated fair value                $1,355,355     $1,310,425
                                                   ==========     ==========

               Statement value                     $1,315,730     $1,353,457
                                                   ==========     ==========


        Fair values for the Company's insurance liabilities other than those for
        investment-type  insurance  contracts  are not required to be disclosed.
        However,  the fair values of liabilities  under all insurance  contracts
        are taken into  consideration  in the  Company's  overall  management of
        interest-rate  risk, which minimizes exposure to changing interest rates
        through the  matching of  investment  maturities  with amounts due under
        insurance contracts.

        At December 31, 1995 and 1994,  the Company  held  annuity  reserves and
        deposit fund  liabilities of $924,862 and $884,215,  respectively,  that
        were subject to discretionary  withdrawal at book value with a surrender
        charge of less than 5%.


                                              17

<PAGE>


                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS, CONTINUED
                                 (dollar amounts in thousands)



11.     Stockholder Dividend:

        Regulatory  restrictions  limit the amount of  dividends  available  for
        distribution  without  prior  approval of  regulatory  authorities.  The
        maximum amount of dividends which can be paid to the stockholder without
        prior  approval of the Director of Insurance of the State of Nebraska is
        the  lesser of 10% of the  insurer's  policyholders'  surplus  as of the
        previous  December  31 or net  gain  from  operations  for the  previous
        12-month period ending December 31. Based upon these  restrictions,  the
        Company is permitted a maximum dividend distribution of $46,696 in 1996.

12.     Business Risks:

        The Company is subject to regulation by state insurance  departments and
        undergoes periodic examinations by those departments. The following is a
        description  of the  most  significant  risks  facing  life  and  health
        insurers and how the Company manages those risks:

               Legal/Regulatory  Risk is the risk that  changes  in the legal or
               regulatory environment in which an insurer operate will occur and
               create  additional  costs  or  expenses  not  anticipated  by the
               insurer in pricing its products.  The Company mitigates this risk
               by operating  throughout  the United  States,  thus  reducing its
               exposure  to any single  jurisdiction,  and by  diversifying  its
               products.

               Credit Risk is the risk that issuers of  securities  owned by the
               Company will default, or that other parties, including reinsurers
               which owe the Company money,  will not pay. The Company minimizes
               this risk by adhering to a conservative  investment  strategy and
               by maintaining sound reinsurance, credit and collection policies.

               Interest-Rate  Risk is the risk that  interest  rates will change
               and cause a decrease  in the value of an  insurer's  investments.
               The  Company  mitigates  this  risk by  attempting  to match  the
               maturity  schedule of its assets with the expected payouts of its
               liabilities. To the extent that liabilities come due more quickly
               than assets mature, an insurer would have to sell assets prior to
               maturity and recognize a gain or loss.

13.     Accounting Pronouncements:

        The  Company's  financial  statements  are  prepared  on  the  basis  of
        statutory accounting principles which, for wholly-owned  subsidiaries of
        mutual life and health and accident insurance  companies,  are currently
        considered to be generally accepted accounting principles (GAAP).

        The Financial Accounting Standards Board (FASB) issued an Interpretation
        in 1993 indicating  that financial  statements of mutual life and health
        and accident  insurance  companies prepared on a statutory basis will no
        longer be considered in conformity  with GAAP for fiscal years beginning
        after  December 15,  1994.  In 1995,  the FASB issued a Statement  which
        amended the  Interpretation  to defer the effective  date of the general
        provisions  of  the  Interpretation  to  fiscal  years  beginning  after
        December  15,  1995  and  to  extend  the  requirements  of  other  FASB
        Statements to mutual life and health and accident  insurance  companies.
        The American Institute of Certified Public Accountants  (AICPA) issued a
        Statement  of Position  that  provided  accounting  guidance for certain
        participating insurance contracts of mutual life and health and accident
        insurance  companies in 1995. The FASB Statement and AICPA  Statement of
        Position are effective for GAAP financial  statements  issued for fiscal
        years beginning after December 15, 1995.

        Should  the  Company   decide  to  issue   comparative   GAAP  financial
        statements,  the effect of applying the pronouncements is to be reported
        retroactively by restatement of prior year GAAP financial statements for
        all years presented.  The effects of these changes that are required for
        GAAP have not been quantified.  Management has not yet determined how it
        will choose to comply with the provisions of the pronouncements.

                                              18

<PAGE>
                                 UNITED OF OMAHA
                               SEPARATE ACCOUNT C


                               REPORT ON AUDITS OF
                              FINANCIAL STATEMENTS
                               for the years ended
                           December 31, 1995 and 1994



<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
United of Omaha Life Insurance Company

We have  audited  the  accompanying  statement  of net assets of United of Omaha
Separate Account C as of December 31, 1995 and 1994, and the related  statements
of operations and changes in net assets for the year then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of United of Omaha  Separate
Account C as of December  31, 1995 and 1994,  and the results of its  operations
and  changes  in its net assets  for the years  then  ended in  conformity  with
generally accepted accounting principles.


                            COOPERS & LYBRAND L.L.P.


Omaha, Nebraska
March 20, 1996

<PAGE>

<TABLE>
<CAPTION>


                       UNITED OF OMAHA SEPARATE ACCOUNT C
                            STATEMENTS OF NET ASSETS
                           December 31, 1995 and 1994


                                                                           Series I
                               -------------------------------------------------------------------------------------------------
                                          Fidelity                    Scudder                       T. Rowe Price
                               -------------------------------- --------------------- ------------------------------------------
                                            Asset      Index      Money               InternationAmerica    Equity      Term
                                Growth     Manager      500      Market      Bond      Stock     Growth     Income      Bond
                               ---------- ---------- ---------- ---------- ---------- --------- ---------- ---------- ----------
<S>                               <C>        <C>         <C>      <C>        <C>        <C>       <C>          <C>       <C>

   As of December 31, 1995

            ASSETS

Investments  in  portfolio    
shares, at cost                 $661,105    396,827    305,946    245,555    358,610   630,318    335,013    469,458    191,308
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

Investments  in  portfolio
shares, at market value         $717,058    442,745    355,507    245,555    376,897   676,199    410,094    523,290    194,398
                               ---------- ---------- ---------- ---------- ---------- --------- ---------- ---------- ----------

Net assets                      $717,058    442,745    355,507    245,555    376,897   676,199    410,094    523,290    194,398
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

Accumulation units outstanding    51,568     39,609     25,921    231,966     32,410    62,496     27,420     38,350     17,648
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

Net asset value per unit       $   13.91      11.18      13.72       1.06      11.63     10.82      14.96      13.65      11.02
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========




   As of December 31, 1994

            ASSETS

Investments in  portfolio       
shares, at cost                 $ 13,466     19,594        993    135,473      1,023    25,761      5,765     11,139     31,718
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

Investments    in    portfolio
shares, at market value         $ 13,878     19,256      1,015    135,473        999    25,319      6,040     10,987     31,039
                               ---------- ---------- ---------- ---------- ---------- --------- ---------- ---------- ----------


         LIABILITIES

Amounts  payable  to United of Omaha
     Life Insurance Company           14         15          1         22                   22          4         13         36
                               ---------- ---------- ---------- ---------- ---------- --------- ---------- ---------- ----------

Net assets                     $  13,864     19,241      1,014    135,451        999    25,297      6,036     10,974     31,003
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

Accumulation units outstanding     1,329      1,984         97    133,207        102     2,565        603      1,070      3,052
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

Net asset value per unit       $   10.43       9.70      10.45       1.02       9.79      9.86      10.01      10.26      10.16
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

</TABLE>

 The accompanying  notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>


                       UNITED OF OMAHA SEPARATE ACCOUNT C
                       STATEMENTS OF NET ASSETS, CONTINUED
                           December 31, 1995 and 1994


                                                                           Series V
                               -------------------------------------------------------------------------------------------------
                                          Fidelity               Scudder                      T. Rowe Price
                               -------------------------------- ---------- -----------------------------------------------------
                                            Asset                             New
                                           Manager    Equity                America   Personal   Equity                 Term
                               Contrafund  Growth     Income    InternationaGrowth    Strategy   Income    InternationalBond
                               ---------- ---------- ---------- ---------- ---------- --------- ---------- ---------- ----------
<S>                               <C>       <C>        <C>          <C>      <C>        <C>        <C>         <C>        <C>
    As of December 31, 1995

            ASSETS

Investments    in    portfolio
shares, at cost                1,766,298  2,289,761  2,632,278  1,039,844    738,796  1,355,743  1,360,306  1,866,531    577,026
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

Investments    in    portfolio
shares, at market value        1,764,825  2,248,364  2,709,086  1,053,579    766,014  1,389,344  1,417,800  1,916,743    580,948
                               ---------- ---------- ---------- ---------- ---------- --------- ---------- ---------- ----------

Net assets                     1,764,825  2,248,364  2,709,086  1,053,579   766,014   1,389,344 1,417,800  1,916,743     580,948
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

Accumulation units outstanding   150,364    199,570    233,679     99,029     58,666   123,287    121,994    181,399     56,018
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========

Net asset value per unit      $    11.74      11.27      11.59      10.64      13.06     11.27      11.62      10.57      10.37
                               ========== ========== ========== ========== ========== ========= ========== ========== ==========


</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                       UNITED OF OMAHA SEPARATE ACCOUNT C
                       STATEMENTS OF NET ASSETS, CONTINUED
                           December 31, 1995 and 1994


                                                                      Series V
                               ---------------------------------------------------------------------------------------
                                       Alger               Federated                           MFS
                               ---------------------- --------------------- ------------------------------------------
                                 Small     American     Prime      U.S.      World      High                Emerging
                               CapitalizatioGrowth      Money    Government Government Income    Research    Growth

                               ----------- ---------- ---------- ---------- --------- ---------- ---------- ----------
<S>                                <C>       <C>          <C>       <C>        <C>       <C>        <C>       <C>
   As of December 31, 1995

            ASSETS

Investments    in    portfolio 
shares, at cost                $1,813,854  1,649,458  3,136,025  1,282,344    619,577   919,323 1,263,457  1,422,576
                               =========== ========== ========== ========== ========= ========== ========== ==========

Investments    in    portfolio
shares, at market value        $1,798,070  1,644,656  3,136,025  1,294,052    577,616   913,288 1,287,154  1,439,514
                               ----------- ---------- ---------- ---------- --------- ---------- ---------- ----------

Net assets                     $1,798,070  1,644,656  3,136,025  1,294,052   577,616    913,288 1,287,154  1,439,514
                               =========== ========== ========== ========== ========= ========== ========== ==========

Accumulation units outstanding    148,670    140,897  3,065,603    122,440    56,393     87,378    117,165    123,460
                               =========== ========== ========== ========== ========= ========== ========== ==========

Net asset value per unit        $   12.09      11.67       1.02      10.57     10.24      10.45      10.99      11.66
                               =========== ========== ========== ========== ========= ========== ========== ==========


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                       UNITED OF OMAHA SEPARATE ACCOUNT C
               STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
                 For the years ended December 31, 1995 and 1994


                                                                           Series I
                               -------------------------------------------------------------------------------------------------
                                          Fidelity                    Scudder                       T. Rowe Price
                               -------------------------------- --------------------- ------------------------------------------
                                            Asset      Index      Money               InternationaAmerica    Equity      Term
                                Growth     Manager      500      Market      Bond       Stock     Growth     Income      Bond
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------
<S>                               <C>         <C>         <C>     <C>         <C>       <C>       <C>         <C>       <C>
For the year ended December 31, 1995

Reinvested dividends and capital
     gain distributions           $ 180      1,213        301      9,317     16,057        487         67    14,492      9,290 
                                           
Mortality   risk  charges  and   
expenses                         (6,212)    (4,186)    (2,782)    (2,346)    (3,759)    (5,816)    (3,304)   (4,432)    (1,988)
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net   investment   income   
(expense)                        (6,032)    (2,973)    (2,481)      6,971     12,298    (5,329)    (3,237)    10,060      7,302 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------
         
Net realized gains (losses)       51,335      6,107      7,221       -         8,672     14,204     20,051    23,083      (266)
Net unrealized gains (losses)     55,541     46,256     49,539       -        18,311     46,323     74,806    53,984      3,769
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net  gains   (losses)  on   
investments                      106,876     52,363     56,760       -        26,983     60,527     94,857    77,067      3,503
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net  increase  (decrease)  
in net assets                    100,844     49,390     54,279      6,971     39,281     55,198     91,620    87,127     10,805 
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Policy purchases                 812,170    444,084    340,669  1,687,720    507,554    779,041    400,288   628,482    230,791
Policy withdrawals              (209,820)   (69,970)   (40,455)  (1,584,587)(170,937)  (183,337)   (87,850)  (203,293)  (78,201)
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net   increase   in   net
assets from policyholder         602,350    374,114    300,214    103,133    336,617    595,704    312,438   425,189    152,590
transactions
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net increase in net assets       703,194    423,504    354,493    110,104    375,898    650,902    404,058   512,316    163,395
Net assets, beginning of year     13,864     19,241      1,014    135,451        999     25,297      6,036    10,974     31,003
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net assets, end of year       $  717,058    442,745    355,507    245,555    376,897    676,199    410,094   523,290    194,398
                               ========== ========== ========== ========== ========== ========== ========== =========  =========

Accumulation unit purchases       65,591     44,206     29,101  1,634,827     47,785     77,911     33,546    53,879     22,142
Accumulation unit withdrawals   (15,352)    (6,581)    (3,277)  (1,536,068) (15,477)   (17,980)    (6,729)  (16,599)    (7,546)
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net    increase    in    units    
outstanding                       50,239     37,625     25,824     98,759     32,308     59,931     26,817    37,280     14,596
Units  outstanding,  beginning     
of year                            1,329      1,984         97    133,207        102      2,565        603     1,070      3,052   
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Units outstanding, end of year    51,568     39,609     25,921    231,966     32,410     62,496     27,420    38,350     17,648
                               ========== ========== ========== ========== ========== ========== ========== =========  =========


For the year ended December 31, 1994

Reinvested  dividends and capital
     gain distributions               -          1          -        251         30          -         -         161        839
Mortality   risk  charges  and      
expenses                            (35)       (35)        (8)       (73)        (8)       (55)       (11)      (40)      (157)
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net investment income          
(expense)                           (35)       (34)        (8)        178         22       (55)       (11)       121        682
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------
Net realized gains (losses)           -         -           -         -         -           -           -         -          -
Net unrealized gains (losses)        412      (338)         22                  (23)      (442)        275     (152)      (679)
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net  gains   (losses)  on     
investments                          412      (338)         22        -          (23)      (442)        275     (152)      (679)
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net  increase  (decrease)      
in net assets                        377      (372)         14        178        (1)      (497)        264      (31)          3
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Policy purchases                  13,487     19,613      1,000    135,273      1,000     25,794      5,772    11,005     31,000
Policy withdrawals                   -           -          -         -         -          -           -         -         -
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net   increase   in   net
assets from  policyholder         
transactions                      13,487     19,613      1,000    135,273      1,000     25,794      5,772    11,005     31,000
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net increase in net assets        13,864     19,241      1,014    135,451        999     25,297      6,036    10,974     31,003
Net assets, beginning of year        -          -          -         -            -        -            -        -          -
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net assets, end of year           13,864     19,241      1,014    135,451        999     25,297      6,036    10,974     31,003
                               ========== ========== ========== ========== ========== ========== ========== =========  =========

Accumulation unit purchases        1,329      1,984         97    133,207        102      2,565        603     1,070      3,052
Accumulation unit withdrawals        -          -           -        -           -         -            -        -          -
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net    increase    in    units     
outstanding                        1,329      1,984         97    133,207        102      2,565        603     1,070      3,052
Units  outstanding,  beginning
of year                               -          -           -        -           -         -            -        -          -
                               ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Units outstanding, end of year     1,329      1,984         97    133,207        102      2,565        603     1,070      3,052
                               ========== ========== ========== ========== ========== ========== ========== =========  =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       UNITED OF OMAHA SEPARATE ACCOUNT C
          STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS, CONTINUED
                 For the years ended December 31, 1995 and 1994


                                                                           Series V
                               -------------------------------------------------------------------------------------------------
                                          Fidelity               Scudder                      T. Rowe Price
                               -------------------------------- ---------- -----------------------------------------------------
                                            Asset                            New
                                           Manager    Equity               America    Personal   Equity                 Term
                               Contrafund  Growth     Income    InternationaGrowth    Strategy   Income    InternationalBond
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------
<S>                               <C>         <C>         <C>     <C>         <C>       <C>       <C>         <C>       <C>
For the year ended December 31, 1995

Reinvested    dividends    and
capital gain distributions     $ 21,052     87,703     12,763         -         -      13,097     13,684        -         4,576
Mortality   risk  charges  and   
expenses                         (3,440)    (5,213)    (4,235)    (1,943)   (1,535)    (2,739)    (2,893)    (3,098)      (979) 
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

     Net   investment   income    
(expense)                         17,612     82,490      8,528    (1,943)   (1,535)     10,358     10,791    (3,098)      3,597
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

Net realized gains (losses)          648    (6,780)      3,329      1,297     6,022      1,657        182        630         45
Net unrealized gains (losses)    (1,473)   (41,397)     76,808     13,735    27,218     33,601     57,494     50,212      3,922
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

     Net  gains   (losses)  on     
investments                        (825)   (48,177)     80,137     15,032    33,240     35,258     57,676     50,842      3,967     
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

     Net  increase  (decrease)    
in net assets                     16,787     34,313     88,665     13,089    31,705     45,616     68,467     47,744      7,564
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

Policy purchases               1,829,379  2,534,948  2,725,552  1,109,625   850,222   1,381,006 1,355,232  1,931,038    591,784
Policy withdrawals              (81,341)  (320,897)  (105,131)   (69,135)  (115,913)  (37,278)    (5,899)   (62,039)   (18,400)
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

     Net   increase   in   net
assets from policyholder     
transactions                   1,748,038  2,214,051  2,620,421  1,040,490   734,309   1,343,728 1,349,333  1,868,999    573,384
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

Net increase in net assets     1,764,825  2,248,364  2,709,086  1,053,579   766,014   1,389,344 1,417,800  1,916,743    580,948
Net assets, beginning of year       -         -          -           -         -           -       -           -           -
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

Net assets, end of year        1,764,825  2,248,364  2,709,086  1,053,579   766,014   1,389,344 1,417,800  1,916,743    580,948
                               ========== ========== ========== ========== =========  ========= ========== ========== ==========

Accumulation unit purchases      157,743    229,399    243,665    105,654    68,110    126,843    122,813    187,685     57,913
Accumulation unit withdrawals    (7,379)   (29,829)    (9,986)    (6,625)   (9,444)    (3,556)      (819)    (6,286)    (1,895)
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

Net    increase    in    units   
outstanding                     150,364    199,570    233,679     99,029    58,666    123,287    121,994    181,399     56,018
Units  outstanding,  beginning
of year                              -        -            -        -           -         -          -          -          -
                               ---------- ---------- ---------- ---------- ---------  --------- ---------- ---------- ----------

Units outstanding, end of year   150,364    199,570    233,679     99,029    58,666    123,287    121,994    181,399     56,018
                               ========== ========== ========== ========== =========  ========= ========== ========== ==========

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                       UNITED OF OMAHA SEPARATE ACCOUNT C
          STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS, CONTINUED
                 For the years ended December 31, 1995 and 1994


                                                                      Series V
                               ---------------------------------------------------------------------------------------
                                       Alger               Federated                           MFS
                               ---------------------- --------------------- ------------------------------------------
                                 Small     American     Prime      U.S.       World      High                Emerging
                               CapitalizatioGrowth      Money    Government Government  Income    Research    Growth
                               ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------
<S>                               <C>         <C>         <C>     <C>         <C>        <C>        <C>         <C>      
For the year ended December 31, 1995

Reinvested  dividends  and
capital gain distributions           -         -       25,326   13,022      49,168      19,568     18,552      38,005
Mortality   risk  charges  and   
expenses                         (2,598)  (2,794)      (5,889)  (2,214)       (864)     (1,284)    (1,727)     (2,230) 
                               ---------- --------- ---------- ---------- ---------- ---------- ---------  ---------

     Net   investment   income   
(expense)                        (2,598)   (2794)      19,437    10,808     48,304      18,284     16,825      35,768 
                             ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net realized gains (losses)      (6,715)     776         -          750      1,664       2,898        827      6,101
Net unrealized gains (losses)   (15,784)   (4,802)       -       11,708    (41,961)      (6035)    23,697     16,938
                               ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net  gains   (losses)  on  
investments                     (22,499)   (4,026)        -      12,458    (40,297)     (3,137)    24,524     23,039  
                               ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net  increase  (decrease) 
in net assets                   (25,097)   (6,820)   19,437      23,266      8,007      15,147     41,349     58,807
                               ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Policy purchases              1,978,407  1,795,154 6,534,133  1,343,005    654,040     988,556  1,257,919  1,515,369
Policy withdrawals             (155,240)  (143,678)(3,417,545)  (72,219)   (84,431)    (90,415)   (12,114)  (134,662)
                               ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

     Net   increase   in   net
assets from policyholder         
transactions                  1,823,167  1,651,476 3,116,588  1,270,786    569,609     898,141  1,245,805   1,380,707
                               ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net increase in net assets    1,798,070  1,644,656 3,136,025  1,294,052    577,616     913,288  1,287,154   1,439,514
Net assets, beginning of year       -        -         -         -              -          -        -           -
                               ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net assets, end of year       1,798,070  1,644,656 3,136,025  1,294,052    577,616     913,288  1,287,154   1,439,514
                               =========== ========== ========== ========== ========== ========== =========  =========

Accumulation unit purchases     161,350    153,249 6,430,464    129,643     64,841      96,273    118,459     136,247
Accumulation unit withdrawals   (12,680)   (12,352)(3,364,861)   (7,203)    (8,448)     (8,895)    (1,294)    (12,787)
                               ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Net    increase    in    units  
outstanding                     148,670     14,897  3,065,603      122,440    56,393      87,378    117,165     123,460
Units  outstanding,  beginning
of year                            -             -     -           -           -          -          -           -
                               ----------- ---------- ---------- ---------- ---------- ---------- ---------  ---------

Units outstanding, end of year  148,670    140,897  3,065,603      122,440    56,393      87,378    117,165    123,460
                               =========== ========== ========== ========== ========== ========== =========  =========

</TABLE>


                       UNITED OF OMAHA SEPARATE ACCOUNT C
                          NOTES TO FINANCIAL STATEMENTS



1.   Summary of Significant Accounting Policies:

     United of Omaha Separate  Account C (Separate  Account) was  established by
     United  of  Omaha  Life  Insurance  Company  on  December  1,  1993,  under
     procedures  established  by  Nebraska  law,  and  is  registered  as a unit
     investment trust under the Investment Company Act of 1940, as amended.  The
     Separate Account is a segregated investment account of United of Omaha Life
     Insurance Company (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:

     Series I

         Fidelity                           T. Rowe Price
         --------                           -------------
         VIP Growth                         International Stock
         VIP II Asset Manager               America Growth
         VIP II Index 500                   Equity Income
                                            Limited Term Bond

         Scudder
         -------
         Money Market
         Bond

     Series V

         Fidelity                           Alger
         --------                           -----
         Contrafund Portfolio               American Small Capitalization Port.
         Asset Manager: Growth Portfolio    American Growth Portfolio
         Equity Income Portfolio
                                            Federated
         Scudder                           ----------
         -------                           Prime Money Portfolio
         International Portfolio            U.S. Government Bond Portfolio

         T. Rowe Price                      MFS
         -------------                      ---
         New America Growth Portfolio       World Government Portfolio
         Personal Strategy Balanced Port.   High Income Fund Portfolio
         Equity Income Portfolio            Research Portfolio
         International Portfolio            Emerging Growth Portfolio
         Limited Term Bond Portfolio



<PAGE>


                       UNITED OF OMAHA SEPARATE ACCOUNT C
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED



1.   Summary of Significant Accounting Policies, Continued:

     (a) Security Valuation and Related Investment Income:
         The market value of  investments  is based on the closing bid prices as
         of the respective year end.  Investment  transactions are accounted for
         on the  trade  date  (date the  order to buy or sell is  executed)  and
         dividend income is recorded on the ex-dividend date.

     (b) Federal Income Taxes:
         Operations of the Separate Account are part of, and are taxed with, the
         operations  of  United of  Omaha,  which is taxed as a "life  insurance
         company" under the Internal Revenue Code.

     (c) Reclassifications:
         Certain  reclassifications  have been  made to prior  year  amounts  to
         conform with current year presentation.

2.   Account Charges:

     United of Omaha  deducts a daily charge as  compensation  for the mortality
     and  expense  risks  assumed by United of Omaha.  The charge is equal on an
     annual  basis to a  percentage  of the  average  daily  net  assets of each
     subaccount.  United of Omaha  guarantees  that the  mortality  and  expense
     charge shall not increase. The percentages are:

                               Series I                            1.25%
                               Series V                            1.00%

     United of Omaha may incur premium taxes relating to the policies. United of
     Omaha will deduct a charge for any premium  taxes  related to a  particular
     policy at the time of purchase payments, upon surrender,  upon death of any
     owner, or at the annuity start date.

     No charges are currently  deducted from the Separate Account for federal or
     state income taxes, since none are currently imposed.  Should such taxes be
     imposed  in the  future,  United  of  Omaha  may make  deductions  from the
     Separate Account to pay the taxes.

     United of Omaha deducts a daily administrative  expense charge from the net
     assets of the Separate Account.  The nominal annual rate is a percentage of
     the net asset value of each subaccount as follows:

                               Series I                            .15%
                               Series V                            .20%



<PAGE>


                       UNITED OF OMAHA SEPARATE ACCOUNT C
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


2.   Account Charges, Continued:

     There  is also an  annual  policy  fee of $30  that is  deducted  from  the
     accumulation  value on the last  valuation  date of each  policy year or at
     complete  surrender.  The annual  policy fee is waived if the  accumulation
     value is greater than $50,000 on the last  valuation date of the applicable
     policy year. The annual policy fee shall not increase.

     On the Series V products,  the  policyowner  has the option to purchase the
     enhanced  death  benefit.  A charge equal to the annual rate of .35% of the
     average death benefit amount will be assessed on each policy anniversary or
     prorata upon full surrender.

     A  withdrawal  charge  will be  assessed  on  withdrawals  in  excess  of a
     percentage of the participant's  accumulation value as of the last contract
     anniversary  preceding  the  request  for  the  withdrawal.  The  allowable
     withdrawal percentage is as follows:

                               Series I                             10%
                               Series V                             15%
     The amount of the charge will depend upon the period of time elapsed  since
     the  purchase  payment  (first-in,  first-out  arrangement)  was  made,  as
     follows:

                                                           Charge on Withdrawal
                                                                 Exceeding
                          Purchase Payment Year              Allowable Amount

                                    1                               7%
                                    2                               6%
                                    3                               5%
                                    4                               4%
                                    5                               3%
                                    6                               2%
                                    7                               1%

     No  administrative  fee is imposed for the first partial  withdrawal in any
     policy year.  However,  a withdrawal  processing fee equal to the lesser of
     $25 or 2% of the  amount  withdrawn  is  imposed  for the  second  and each
     subsequent  withdrawal  request during a single policy year.  This fee will
     not be increased in the future.

     There is no charge for the first 12 transfers  between  subaccounts  of the
     Separate Account in each policy year.  However,  there is a $10 fee for the
     13th  and  each  subsequent  request  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
     policyowner's request. The transfer fee will not increase.


<PAGE>


                       UNITED OF OMAHA SEPARATE ACCOUNT C
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


3.   Net Assets:
<TABLE>
<CAPTION>

     Total net assets (policyowners'  cumulative investment accounts) consist of
the following at December 31, 1995:

                                                                      Series I
                           ------------------------------------------------------------------------------------------------
                                      Fidelity                   Scudder                       T. Rowe Price
                           ------------------------------- --------------------- ------------------------------------------
                                       Asset      Index      Money               InternationaAmerica    Equity      Term
                            Growth    Manager      500      Market      Bond       Stock     Growth     Income      Bond
                           ---------  --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
      <S>                    <C>         <C>         <C>     <C>         <C>       <C>       <C>         <C>       <C>
      Shares purchased       825,657  463,697    341,669  1,822,993   508,555  804,836    406,060    639,487    261,791
      Shares sold           (216,067) (74,190)   (43,245)(1,587,006) (174,704)(189,209)   (91,165)(2,077,660)  (803,46)
      Reinvested
      dividends and
         capital gain            
      distributions              180    1,213        301      9,568    16,087      487         67     14,653    10,129
      Net realized gains      
      (losses)                51,335    6,107      7,221         -      8,672    14,204   20,051     23,084      (266) 
      Unrealized gains        
      (losses)                55,953   45,918      49,561        -     18,287    45,881   75,081     53,832     3,090  
                             -------   ------      -------  --------   -------   ------   --------  --------  --------

      Net assets             717,058  442,745     355,507   245,555   376,897   676,199  410,094    523,290   194,398
                             =======   ======     =======   =======   =======   ======   ======    ========   ======


                                                                      Series V
                           ------------------------------------------------------------------------------------------------
                                      Fidelity              Scudder                      T. Rowe Price
                           ------------------------------- ---------- -----------------------------------------------------
                                       Asset                             New
                                      Manager    Equity                America   Personal    Equity                 Term
                           Contrafund  Growth    Income    InternationaGrowth    Strategy    Income    InternationalBond
                           ---------  --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
      Shares purchased   1,829,379  2,534,948  2,725,552 1,109,625   850,222  1,381,006 1,355,232 1,931,038  591,784
      Shares sold          (84,781)  (326,110)  (109,366)  (71,078) (117,448)   (40,017)   (8,792)  (65,137) (19,379)
      Reinvested
      dividends and
         capital gain       
      distributions         21,052     87,703     12,763       -         -       13,097    13,684       -      4,576   
      Net realized gains      
      (losses)                 648    (6,780)      3,329     1,297     6,022      1,657       182       630       45
      Unrealized gains      
      (losses)              (1,473)  (41,397)     76,808    13,735    27,218     33,601    57,494    50,212    3,922
                             -----    ------     -------   -------   -------     -------  ---------  -------  -------

      Net assets         1,764,825 2,248,364   2,709,086 1,053,579   766,014  1,389,344 1,417,800 1,916,743  580,948
                         =========  ========= ========== ========== ======== =========  ========   ========  =======


                                                                 Series V
                           --------------------------------------------------------------------------------------
                                  Alger               Federated                           MFS
                           --------------------- --------------------- ------------------------------------------
                             Small    American     Prime      U.S.       World      High                Emerging
                           CapitalizatiGrowth      Money    Government Government  Income    Research    Growth
                           ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
      Shares purchased     1,978,407  1,795,154  6,534,133  1,343,005   654,040    988,556  1,257,919  1,515,369
      Shares sold           (157,838)  (146,472)(3,423,434)   (74,433)  (85,295)   (91,699)   (13,841)  (136,899)
      Reinvested
      dividends and capital
         gain                    
      distributions              -          -       25,326     13,022    49,168     19,568     18,552     38,005
      Net realized gains     
      (losses)               (6,715)        776        -          750     1,664      2,898        827      6,101
      Unrealized gains     
      (losses)              (15,784)     (4,802)        -       1,708   (41,961)    (6,035)    23,697    16,938 
                           -------   ---------- ---------- ---------- ---------- ---------- ---------- ---------

      Net assets          1,798,070  1,644,656 3,136,025 1,294,052 577,616  913,288  1,287,154 1,439,514
                          ========== ========== ========== ========== ========== ========== ========== =========

</TABLE>

     Gross  unrealized  gains on  investments  aggregated  $662,936 and $709 and
     gross  unrealized  losses on  investments  aggregated  $111,452  and $1,634
     resulting  in net  unrealized  gains  (losses)  of  $551,484  and $(925) at
     December 31, 1995 and 1994, respectively.






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