UNITED OF OMAHA SEPARATE ACCOUNT C
497, 1996-05-10
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Prospectus                                                        May 1, 1996
- ----------                                                        -----------

                    THE ULTRANNUITY SERIES I VARIABLE ANNUITY
                    -----------------------------------------

                                 Issued Through

                       UNITED OF OMAHA SEPARATE ACCOUNT C

                                       by

                     UNITED OF OMAHA LIFE INSURANCE COMPANY

    This Prospectus  describes the Ultrannuity  Series I 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 ten
Eligible investments, which are the nine Ultrannuity Series I 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:

       Fidelity VIP Growth                 T. Rowe Price International Stock
       Fidelity VIP II Index 500           T. Rowe Price Equity Income
       Fidelity VIP II Asset Manager       T. Rowe Price New America Growth
       Scudder Money Market                T. Rowe Price Limited-Term Bond
       Scudder Bond                        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 POLICES INVOLVE 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 nine 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..............................................     12
UNITED OF OMAHA LIFE INSURANCE COMPANY............................     13
THE ELIGIBLE INVESTMENTS..........................................     13
       The Variable Account.......................................     13
       The Fixed Account..........................................     16
       Transfers..................................................     16
       Dollar Cost Averaging......................................     17
THE POLICY........................................................     17
       Policy Application and Issuance of Policies................     18
       Purchase Payments..........................................     18
       Accumulation Value.........................................     19
       Telephone Transactions.....................................     20
DISTRIBUTIONS UNDER THE POLICY....................................     20
Withdrawals.......................................................     20
       Systematic Withdrawal Plan.................................     21
       Annuity Payments...........................................     21
           Annuity Starting Date..................................     21
           Election of Payout Option..............................     21
           Payout Options.........................................     21
       Death Benefit..............................................     23
           Death of Owner Prior to Annuity Starting Date..........     23
           Death of Owner On or After Annuity Starting Date.......     23
           Beneficiary............................................     23
       IRS Required Distributions.................................     23
       Restrictions Under the Texas Optional Retirement Program...     24
CHARGES AND DEDUCTIONS............................................     24
       Withdrawal Charge..........................................     24
       Mortality and Expense Risk Charge .........................     25
       Administrative Charges.....................................     25
       Transfer Fee...............................................     25
       Premium Taxes..............................................     26
       Federal, State and Local Taxes.............................     26
       Other Expenses Including Investment Advisory Fees..........     26
CERTAIN FEDERAL INCOME TAX CONSEQUENCES...........................     26
       Tax Status of the Policy...................................     27
       Taxation of Annuities......................................     27
HISTORICAL PERFORMANCE DATA.......................................     29
       Standardized Performance Data..............................     30
       Non-Standardized Performance Data..........................     30
DISTRIBUTOR OF THE POLICIES.......................................     32
VOTING RIGHTS.....................................................     32
LEGAL PROCEEDINGS.................................................     32
STATEMENT OF ADDITIONAL INFORMATION...............................     33


                                      - 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.

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.)

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,  the  annual  Policy  Fee,  and any  applicable  premium  tax charge not
previously deducted.

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 Schedule
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.

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

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

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

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


                                      - 4 -

<PAGE>



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 prior to the Annuity  Starting  Date.  If there are
joint Owners,  the signatures of both Owners are needed to exercise rights under
the Policy. The Policy Owner may change the ownership of the Policy or pledge it
as collateral by assigning it.

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

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

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

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

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

Series Funds -- Variable  Insurance  Products Fund,  Variable Insurance Products
Fund II,  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.

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 -- The Variable Account will be valued 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 I VARIABLE ANNUITY
                    -----------------------------------------

                                     SUMMARY
                                     -------

The Policy
- ----------

    The Ultrannuity  Series I 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 nine Ultrannuity Series I 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  Growth  Portfolio  of the  Variable  Insurance
Products Fund ("Fidelity VIP Fund");  the Asset Manager  Portfolio and the Index
500 Portfolio of the Variable  Insurance  Products  Fund II ("Fidelity  VIP Fund
II"); the Money Market Portfolio and Bond Portfolio of the Scudder Variable Life
Investment Fund ("Scudder Fund");  the International  Stock Portfolio of T. Rowe
Price International  Series, Inc. ("T. Rowe Price  International  Series");  the
Limited-Term Bond Portfolio of T. Rowe Price Fixed Income Series, Inc. ("T. Rowe
Price Fixed Income  Series");  and the New America  Growth  Portfolio and Equity
Income  Portfolio of T. Rowe Price Equity  Series,  Inc.  ("T. Rowe Price Equity
Series") (each of the Fidelity VIP Fund,  Fidelity VIP Fund II, 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.13.)

    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.16.)

Purchase Payments
- -----------------
    A Policy  may be  purchased  with an  Initial  Purchase  Payment of at least
$5,000  either  on a  non-tax  qualified  basis  ("Nonqualified  Policy")  or in
connection with retirement plans or individual  retirement accounts that qualify
for favorable federal income tax treatment  ("Qualified  Policy").  An Owner may
pay additional  Purchase Payments of at least $500 each at any time prior to the
Annuity Starting Date. 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. 24.)
    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.  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. 11.)
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. 20.)



                                      - 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. 20) 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.16.)

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,  the annual Policy Fee, and any charge for  applicable  premium taxes. 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
Annuity  Payments  within  seven years after they were made will be subject to a
Withdrawal  Charge to  partially  cover sales  expenses,  but up to 10% of total
Purchase Payments (less previous  withdrawals) may be withdrawn each 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. 24.)

     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 nominal annual rate of this charge
is 1.25% of the value of each  Subaccount's  net  assets.  (See  "Mortality  and
Expense Risk Charge," p. 25.) 
    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

                                       - 7 -

<PAGE>

  and the  Policies.  The  nominal    annual rate of this  charge is .15% of the
value of each Subaccount's net assets. (See "Administrative Charges," p. 25.)
    The account  charges for  mortality  and  expense  risks and  administrative
expenses are guaranteed not to increase.

    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 of the  Subaccounts  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,  or if  the  Accumulation  Value  in the
Subaccounts  is less than the annual  Policy Fee. This fee will not be increased
in the future. (See "Administrative Charges," p. 25.)

    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.25.)

     Taxes.  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 from Purchase  Payments,  upon  surrender,  upon death of any
Owner, or at the Annuity Starting Date. (See "Premium Taxes," p. 26.)
    No charges 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 charges
for 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.26.)

     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.26.)


                                       - 8 -

<PAGE>



    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
- --------------------------------------------------------------------------------
             Annual Policy Fee                                     $30 Per Year
- --------------------------------------------------------------------------------
               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                  1.25%
- ------------------------------------------------------------------------

   Administrative Expense Charge                   0.15%
- ------------------------------------------------------------------------

      Total Variable Account                       1.40%
          Annual Expenses
========================================================================

- --------
1 Up to ten percent (10%)of total Purchase Payments not previously withdrawn can
be withdrawn each year 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.

                                      - 9 -

<PAGE>




                                            ====================================
Series Fund Annual Expenses2                  Management   Other   Total Series
(as a percentage of average net assets)          Fees     Expenses  Fund Annual
                                                                     Expenses
================================================================================
Fidelity VIP Growth Portfolio                   0.610%     0.090%      0.70%
Fidelity VIP II Asset Manager Portfolio         0.710%     0.080%      0.79%
Fidelity VIP II Index 500 Portfolio*            0.000%     0.280%      0.28%
Scudder Money Market Portfolio                  0.370%     0.190%      0.56%
Scudder Bond Portfolio                          0.475%     0.105%      0.58%
T. Rowe Price International Stock Portfolio**   0.000%     1.050%      1.05%
T. Rowe Price New America Growth Portfolio**    0.000%     0.850%      0.85%
T. Rowe Price Equity Income Portfolio**         0.000%     0.850%      0.85%
T. Rowe Price Limited-Term Bond Portfolio**     0.000%     0.700%      0.70%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
  * Fidelity VIP II Index 500 Portfolio imposes a flat fee of 0.28%.
 ** T. Rowe Price Funds do not itemize management fees and other expenses.
================================================================================
<TABLE>
<CAPTION>

                              ====================================================================================
Examples. 3                    1.  Surrender Policy at     2.  Annuitize Policy at    3.  Policy is not
An Owner would pay the followinend of the time period      the end of the time        surrendered and is not
expenses on a $1,000 investmentor annuitize and            period and Annuity         annuitized
assuming a 5% annual return on Annuity Option 4            Option 4 (Lifetime
assets:                        (Lifetime Income) is        Income) IS chosen
                               NOT chosen
- ------------------------------------------------------------------------------------------------------------------
                               1Yr    3Yr    5Yr    10     1Yr    3Yr    5Yr   10     1Yr    3Yr    5Yr    10Yr
                                                    Yr                         Yr
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>    <C>    <C>    <C>    <C>
- ------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth            $85    114    148    274    85     69     121   274    22     69     121    274
Fidelity VIP II Asset Manager  86     117    153    285    86     72     126   285    23     72     126    285
Fidelity VIP II Index 500      81     101    125    221    81     56     98    221    18     56     98     221
Scudder Money Market           84     110    140    257    84     65     113   257    21     65     113    257
Scudder Bond Portfolio         84     110    141    259    84     65     114   259    21     65     114    259
T. Rowe Price International Sto89     125    167    318    89     80     140   318    26     80     140    318
T. Rowe Price New America Growt87     119    156    293    87     74     129   293    24     74     129    293
T. Rowe Equity Income          87     119    156    293    87     74     129   293    24     74     129    293
T. Rowe Limited-Term Bond      85     114    148    274    85     69     121   274    22     69     121    274

==================================================================================================================
<FN>

- --------
2The fee and expense data  regarding  each Series Fund was provided to United of
Omaha by the Series  Fund.  The Series Funds are not  affiliated  with United of
Omaha.  United of Omaha has no reason to doubt the accuracy of that information,
but has not  verified  those  figures.  In  preparing  the  table  above and the
examples,  United of Omaha has  relied on the  figures  provided  by the  Series
Funds.  3The $30 annual Policy Fee is reflected as a daily 0.10% charge in these
Examples, based on an actual average Accumulation Value of $30,000.
</FN>
</TABLE>

                                         - 10 -

<PAGE>


    The   Examples   provided   above  are  intended  to  assist  the  Owner  in
understanding the costs and expenses that will be borne, directly or indirectly.
These  include the expenses of the Series Funds for the year ended  December 31,
1995. See "Charges and  Deductions," p. 24, and the Series Funds'  prospectuses.
The Examples  also assume that no transfer fees or premium tax charges have been
assessed.
    THE EXAMPLES  SHOULD NOT BE  CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES,  AND ACTUAL  EXPENSES MAY BE GREATER OR LESSER THAN THOSE  SHOWN.  The
Assumed  5%  annual  return is  hypothetical  and  should  not be  considered  a
representation  of past or future annual returns (in either the Variable Account
or the Fixed Account), which may be greater or lesser than the assumed amount.

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
prior  to age  76,  the  death  benefit  will  equal  the  greatest  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 charge for  applicable  premium
taxes; or (b) the sum of Net Purchase Payments less partial withdrawals;  or (c)
in Policy  Year eight and later,  the  Accumulation  Value as of the most recent
7-year  Policy  Anniversary,  less amounts  subsequently  withdrawn and less any
charge for applicable premium taxes. (If any Owner dies upon or after attainment
of age 76, the death  benefit will equal the greater of (a) and (b),  above.) 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.23.)

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 15 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.26.)

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.


                                       - 11 -

<PAGE>



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 endorsements.

                                       *  *  *

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. 16.)


                                FINANCIAL STATEMENTS

    The Financial  Statements for United of Omaha and the  Ultrannuity  Series I
Subaccounts  of the  Variable  Account  and the  related  independent  auditor's
reports are  contained in the  Statement  of  Additional  Information,  which is
available free upon request.


                           CONDENSED FINANCIAL INFORMATION

    The  Financial  Statements  for United of Omaha,  the  Ultrannuity  Series I
Subaccounts  of 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 Ultrannuity
Series I 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 1,  1994  (Commencement
Date).  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 Unit Value*          Accumulation Units**

          Subaccount
                               ----------------------------------------------------------------
                                  Com-       Year      Year          Year            Year
                                 mence-     Ended      Ended        Ended           Ended
                                  ment     12/31/94  12/31/95      12/31/94        12/31/95
                                  Date
<S>                                <C>        <C>        <C>           <C>            <C> 
===============================================================================================
Fidelity Growth Portfolio            10      10.418     13.905        1,327          51,568
Fidelity VIP II Asset Manager        10       9.693     11.179        1,984          39,609
Fidelity VIP II Index 500            10      10.136     13.712           97          25,921
Scudder Money Market                  1       1.017      1.059      133,207         231,966
Scudder Bond Portfolio               10       9.980     11.629          102          32,410
T. Rowe Price International Stock    10       9.870     10.820        2,565          64,496
T. Rowe Price New America Growth     10      10.037     14.954          603          27,420
T. Rowe Price Equity Income          10      10.268     13.644        1,070          38,350
T. Rowe Price Limited Term Bond      10      10.168     11.016        3,052          17,648
===============================================================================================

*   Accumulation Unit Values are rounded to the nearest tenth of a cent.
**  Accumulation Units are rounded to the nearest unit.
</TABLE>


                                       - 12 -

<PAGE>



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

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


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

    Net  Purchase  Payments  made under a Policy may be  allocated to one of the
nine Series I 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 nine  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.  Any surplus or deficit which may arise in the Variable Account by virtue
of mortality  experience  guaranteed  by United of Omaha or by expense  costs is
adjusted by  withdrawals  from or additions to the Variable  Account so that the
assets of the Variable Account equal the liabilities. The investment performance
of any Subaccount should be entirely  independent of the investment  performance
of United of Omaha's general account assets or any other accounts  maintained by
United of Omaha.
    The  Variable  Account  is  registered  with  the  Securities  and  Exchange
Commission  (the  "SEC")  under  the  Investment  Company  Act of 1940 as a unit
investment  trust.  However,  the SEC does not supervise  the  management or the
investment practices or policies of the Variable Account or United of Omaha.

    The Series  Funds.  Each  Subaccount  of the  Variable  Account  will invest
exclusively in shares of a specific  Portfolio of one of the Series Funds,  each
of which is a mutual fund registered  with the SEC under the Investment  Company
Act

                                       - 13 -

<PAGE>



of 1940 (the  "1940  Act") as an  open-end,  diversified  management  investment
company.  4 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.  Fidelity  Management & Research  Company
("FMR") is the manager of the  Fidelity  VIP Fund and  Fidelity  VIP Fund II. On
behalf of the Asset  Manager  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.
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:

Fidelity Variable Insurance Products Fund

    Growth  Portfolio -- seeks to achieve  capital  appreciation.  The Portfolio
    normally   purchases  common  stocks,   although  its  investments  are  not
    restricted  to any one type of security.  Capital  Appreciation  may also be
    found in other types of securities, including bonds and preferred stocks.

Fidelity Variable Insurance Products Fund II

    Asset  Manager  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.

    Index 500 Portfolio -- seeks investment results that correspond to the total
    return  (i.e.,  the  combination  of capital  changes  and income) of common
    stocks publicly traded in the United States,  as represented by the Standard
    & Poor's 500 Composite Stock Price Index,  while keeping  transaction  costs
    low.

Scudder Variable Life Investment Fund

    Money  Market  Portfolio  -- seeks to  maintain  stability  of capital  and,
    consistent  therewith,  to maintain the  liquidity of capital and to provide
    current income. The Portfolio seeks to maintain a constant current net asset
    value of $1.00 per share,  although in certain circumstances this may not be
    possible.

    Bond  Portfolio  -- seeks a high  level  of  income  consistent  with a high
    quality  portfolio  of debt  securities.  Under  normal  circumstances,  the
    Portfolio  invests at least 65  percent  of its  assets in bonds,  including
    those of the U.S.  Government and its agencies,  and those  corporations and
    other notes and bonds paying high current income.

T. Rowe Price International Series, Inc.

    International  Stock  Portfolio  -- seeks a total  return on its assets from
    long-term  growth of capital and income,  through  investments  primarily in
    established non-U.S. companies.

- --------
4The  registration  of the Series  Funds  does not  involve  supervision  of the
management or investment practices or policies of the Series Funds by the SEC.

                                       - 14 -

<PAGE>


T. Rowe Price Equity Series, Inc.

    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.

    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 Fixed Income Series, Inc.

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


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 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.


                                       - 15 -

<PAGE>



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 3.0% 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 3.0%. 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 terminate,  suspend, or modify
transfer  privileges at any time. (See "Transfers,"  p.16.) 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. 20.) 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 3.0% 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
surrenders  (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 3.0%
PER YEAR  COMPOUNDED  ANNUALLY.  THE POLICY  OWNER  BEARS THE RISK THAT  CURRENT
INTEREST RATES WILL NOT EXCEED AN EFFECTIVE RATE OF 3.0% 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. 20. United of
Omaha  reserves  the right,  at any time and  without  notice to any  party,  to
terminate, suspend, or modify the transfer privileges under the Policy.
    An Owner can transfer Accumulation Value from one Subaccount of the Variable
Account to another,  or from the Variable Account to the Fixed Account,  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 reserves the right, at its discretion,

                                       - 16 -

<PAGE>



either to deny the  transfer  request or to 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 will 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. 24.)
    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.
    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
believe 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 transfers on such Owner's behalf, subject to United
of Omaha's rules.  United of Omaha may suspend or cancel such  acceptance at any
time.  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 the  Money  Market
Subaccount or the Fixed Account to any Subaccount 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 Money Market Subaccount or, if applicable,  the Fixed
Account to cover at least one year's transfers.
    Dollar Cost  Averaging  results in the purchase of more  Accumulation  Units
when the  Accumulation  Unit value is low, and less 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 in the Money
Market  Subaccount or, if applicable,  the Fixed Account is insufficient for the
next transfer.
    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.


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

     The  Ultrannuity  Series I 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

                                       - 17 -

<PAGE>



Policy may be purchased on a non-tax qualified basis ("Nonqualified  Policy") or
in  connection  with  retirement  plans or individual  retirement  accounts that
qualify for favorable income tax treatment ("Qualified Policy"). The Policy will
remain in force until  surrendered for its Cash Surrender Value, or all Proceeds
have been paid under a Payout Option or as a death benefit or upon termination.

Policy Application and Issuance of Policies
    Before it will  issue a Policy,  United of Omaha  must  receive a  completed
Policy  application  and  a  minimum  initial  Purchase  Payment  of  $5,000.  A
Nonqualified  Policy  ordinarily will be issued only in respect of Owner's Age 0
through 80, and a Qualified Policy  ordinarily will be issued only in respect of
Owner's Age 0 through 70 1/2.  United of Omaha  reserves the right to reject any
application or Purchase Payment.
    Under United of Omaha's  Electronic  Fund  Transfer  program,  the Owner can
select a monthly payment  schedule  pursuant to which purchase  payments will be
automatically deducted from a bank or credit union account or other sources. The
minimum  size of an  initial  Purchase  Payment  must be at least  $2,000.  Each
subsequent monthly payment must be at least $100.
    If the  application  can be accepted in the form  received,  the initial Net
Purchase Payment will be credited to the Accumulation  Value within two 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 five 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.  While the Annuitant and Owner are living, the
Owner may pay additional  Purchase  Payments.  The minimum  additional  Purchase
Payment under both a Nonqualified  Policy and a Qualified  Policy is $500 except
under the  Electronic  Transfer  Program where the minimum  additional  Purchase
Payment is $100. Additional Net Purchase Payments will be credited to the Policy
and  added to the  Accumulation  Value as of the  Valuation  Date  when they are
received at the Service Office. (United of Omaha reserves the right to limit the
number of Purchase Payments in any Policy Year.) 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. United of Omaha reserves the right
to limit the number of Subaccounts to which  allocations  may be made at any one
time.  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 15 days from the date that the
Policy is mailed from United of Omaha's Service Office.

                                       - 18 -

<PAGE>



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. 20). 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 investment experience of the selected Eligible
Investments as well as the 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.

    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,  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%.


                                       - 19 -

<PAGE>



Telephone Transactions
    Owners can make  transfers,  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, the annual Policy
Fee, and any charge for applicable premium taxes. (See "Charges and Deductions,"
p. 24).
    The Owner may withdraw Cash Surrender Value from the Variable Account at any
time during the life of the  Annuitant and of the Owner and 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 10% of total Purchase Payments
(less any previous  withdrawals),  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. 24.
    Withdrawals may be taxable and subject to a penalty tax.  (See "Certain 
Federal Income Tax Consequences," p. 26.)
     Since the Owner  assumes the  investment  risk with respect to Net Purchase
Payments   allocated  to  the  Variable  Account  because  of  the  charges  and
deductions,  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  surrenders 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
and Annuitant will terminate.


                                       - 20 -

<PAGE>



Systematic Withdrawal Plan
    After the first Policy  Year,  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.
26.)

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 Payee's
age or survival.

    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,
under  which the Policy  Proceeds  will be paid to the  Payee(s),  in the Policy
application.  However, 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, Annuity Payments will be
made under Option 4 providing  lifetime income with  guaranteed  payments 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 another  amount  established  by United of
Omaha  from time to time,  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. 23.) Annuity  Payments will be
made only on a fixed basis.
    Unless  the  Policy  Owner  specifies  otherwise,  the  Payee  shall  be the
Annuitant.

     Supplementary  Policy.  Once Proceeds  become payable and a choice has been
made,  United of Omaha will issue a  Supplementary  Policy in  exchange  for the
Policy setting forth the terms of the option elected.  The Supplementary  Policy
will name the payees and will describe the payment schedule.

    Payout Options.  The Policy provides six Payout Options which are described 
below.

    NOTE CAREFULLY:  UNDER PAYOUT OPTION 4, 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 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 Annuity Payments.
    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,  declare  additional  interest  to be paid or  credited
annually for Payout Options 1, 2, 3, or 6.

                                       - 21 -

<PAGE>

    Under  each  Payout  Option the  amount of each  payment  will be set on the
Annuity  Starting Date and will not change.  Annuity Payments will begin on that
date.  The  Accumulation  Value will be  transferred  to the general  account of
United of Omaha,  and the Annuity  Payments will be fixed in amount by the fixed
annuity  provisions  selected  and the age and sex (if  consideration  of sex is
allowed) of the Annuitant.  For further information,  contact United of Omaha at
its Service Office.

     Guaranteed  Values.  There are six Payout Options.  They are all fixed rate
options; variable Payout Options are not available.

        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.

       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.

    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,  based on a 3%  guaranteed  interest  rate.  Current
amounts may be obtained from United of Omaha.  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. 26.)


                                       - 22 -

<PAGE>



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.  If any
Owner or joint  Owner  dies prior to age 76,  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;  (ii) the sum of Net  Purchase  Payments,  less
partial  withdrawals;  or (iii) in Policy Year eight and later, the Accumulation
Value  as of the  most  recent  7-year  Policy  Anniversary,  less  any  amounts
subsequently  withdrawn and less any charge for applicable premium taxes. If any
Owner or joint Owner dies upon or after  attainment  of age 76 the death benefit
will equal the larger of (i) and (ii), above.
    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  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 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.)

    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 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

                                       - 23 -

<PAGE>



rules  apply    to    Qualified  Contracts. (See  "Certain  Federal  Income  Tax
Consequences,  " p. 26.) 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;   or  (3)  death.
Accordingly,  a  participant  in the ORP (or the partic-  ipant'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.


                               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 or fee) 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 Percentag   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 10% of total  Purchase
Payments (less any previous  withdrawals),  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.) Further,
no Withdrawal  Charge will be imposed as a result of any death benefit  payment,
any withdrawal  made pursuant to the Policy's  Nursing Home Rider (which may not
be available in all states) or, under Qualified Plans, any refund of

                                       - 24 -

<PAGE>



contributions  paid  in  excess  of  the Owner's deductible  amounts.  United of
Omaha will not increase 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 nominal annual rate of 1.25% (0.0034462%  daily) of the value of the
net assets in the Variable Account and it will not increase. On an annual basis,
approximately  0.95%  is for  mortality  risks  and  approximately  0.30% 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.
    United of Omaha also bears  substantial  risk in  connection  with its death
benefit  guarantee  for Owners who have not yet attained age 76, since United of
Omaha will pay a death benefit equal to the Purchase Payments, less withdrawals,
or the  Accumulation  Value on the most recent 7-year Policy  Anniversary,  less
subsequent  withdrawals,   if  either  of  those  amounts  is  higher  than  the
Accumulation Value when the death benefit is payable.
    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.

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.  If the  Accumulation  Value in the  Subaccounts  is less than the
Policy  Fee,  the  Policy  Fee will not be  charged.  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
nominal  annual  rate of .15%  (0.0004112%  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.

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.


                                       - 25 -

<PAGE>



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

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

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


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

    THE  FOLLOWING   DISCUSSION  IS  A  GENERAL   DESCRIPTION   OF  FEDERAL  TAX
CONSIDERATIONS  RELATING TO THE POLICY AND IS NOT  INTENDED AS TAX ADVICE.  THIS
DISCUSSION IS NOT INTENDED TO ADDRESS THE TAX CONSEQUENCES RESULTING FROM ALL OF
THE  SITUATIONS  IN  WHICH  A  PERSON  MAY  BE  ENTITLED  TO OR  MAY  RECEIVE  A
DISTRIBUTION UNDER THE POLICY. ANY PERSON CONCERNED ABOUT THESE TAX IMPLICATIONS
SHOULD CONSULT A COMPETENT TAX ADVISOR BEFORE  INITIATING ANY TRANSACTION.  THIS
DISCUSSION IS BASED UPON UNITED OF OMAHA'S  UNDERSTANDING OF THE PRESENT FEDERAL
INCOME  TAX LAWS AS THEY  ARE  CURRENTLY  INTERPRETED  BY THE  INTERNAL  REVENUE
SERVICE.  NO  REPRESENTATION IS MADE AS TO THE LIKELIHOOD OF THE CONTINUATION OF
THE  PRESENT  FEDERAL  INCOME TAX LAWS OR OF THE CURRENT  INTERPRETATION  BY THE
INTERNAL REVENUE SERVICE.  MOREOVER, THIS SUMMARY DISCUSSES ONLY CERTAIN FEDERAL
INCOME TAX CONSEQUENCES TO "UNITED STATES PERSONS," AND NO ATTEMPT HAS BEEN MADE
TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS.  UNITED STATES PERSONS MEANS
CITIZENS OR  RESIDENTS OF THE UNITED  STATES,  DOMESTIC  CORPORATIONS,  DOMESTIC
PARTNERSHIPS  AND TRUSTS OR ESTATES  THAT ARE SUBJECT TO UNITED  STATES  FEDERAL
INCOME TAX REGARDLESS OF THE SOURCE OF THEIR INCOME.

    The Policy may be  purchased  on a non-tax  qualified  basis  ("Nonqualified
Policy") or purchased and used in connection with plans qualifying for favorable
tax treatment ("Qualified  Policy").  Qualified Policies are designed for use by
individuals whose Purchase Payments are comprised solely of proceeds from and/or
contributions  under  retirement  plans  which are  intended to qualify as plans
entitled to special income tax treatment under Sections 401(a),  403(b), 408, or
457 of the Internal Revenue Code of 1986, as amended (the "Code").  The ultimate
effect of Federal  income taxes on the amounts  held under a Policy,  on Annuity
Payments, and on the economic benefit to the Policy Owner, the Annuitant, or the
Beneficiary  depends 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.


                                       - 26 -

<PAGE>



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  contract's  value over the
"investment in the contract"  (discussed  below) during the taxable year.  There
are some  exceptions to this rule, and a prospective  Policy Owner that is not a
natural person may wish to discuss these with a competent tax adviser.

The  following  discussion  generally  applies  to a Policy  owned by a  natural
person.

    SURRENDERS  AND PARTIAL  WITHDRAWALS.  In the case of a surrender or partial
withdrawal  (including  systematic  withdrawals) under a QUALIFIED POLICY, under
Section 72(e) of the Code a ratable  portion of the amount  received is taxable,
generally  based  on the  ratio  of the  "investment  in  the  contract"  to the
individual's  total accrued  benefit for balance under the retirement  plan. The
"investment  in the  contract"  generally  equals  the  amount  of any  purchase
payments  paid  by or on  behalf  of any  individual.  For a  Policy  issued  in
connection with qualified  plans,  the "investment in the contract" can be zero.
Special tax rules may be available  for certain  distributions  from a Qualified
Policy.
    With  respect  to  NONQUALIFIED  POLICIES,  partial  withdrawals  (including
systematic  withdrawals)  are generally  treated as taxable income to the extent
that the Accumulation  Value immediately  before the partial  withdrawal exceeds
the  "investment in the contract" at that time.  Full  surrenders are treated as
taxable income to the extent that the amount received exceeds the "investment in
the contract."

    Annuity Payments. Although tax consequences may vary depending on the Payout
Option elected under the Policy, in general, only the portion of the payout that
represents the amount by which the Accumulation Value exceeds the "investment in
the  contract"  will  be  taxed;  after  the  "investment  in the  contract"  is
recovered,  the full amount of any  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:  (1) made on or after the date on which the Policy Owner  attains
age 59 1/2; (2) made as a result of death or disability of the Policy Owner; (3)
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";  (4)  from a  qualified  plan;  (5)  allocable  to
investment in the Policy before August 14, 1982;  (6) under a qualified  funding
asset (as defined in Code section  130(d));  (7) under an immediate  annuity (as
defined in Code Section 72(u)(4));  or (8) 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.


                                       - 27 -

<PAGE>



    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 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. For these
purposes,  the  investment in the contract is not affected by the Owner's death.
That is,  the  investment  in the  Policy  remains  the  amount of any  Purchase
Payments paid which were not excluded from gross income.

    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.  The  Policy  Owner  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,  although  withholding is mandatory for certain
types of Qualified Policies.

    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.

Qualified Plans
    The Policy is designed for use with several  types of qualified  plans.  The
tax rules applicable to Policy Owners in qualified plans, including restrictions
on contributions and benefits, taxation of distributions, and any tax penalties,
vary  according  to the type of plan and the  terms and  conditions  of the plan
itself.  Various tax penalties may apply to contributions in excess of specified
limits,  aggregate  distributions in excess of $150,000 annually,  distributions
that do not satisfy specified requirements,  and certain other transactions with
respect to qualified plans.  Therefore,  no attempt is made to provide more than
general  information  about  the use of the  Policy  with the  various  types of
qualified plans. Policy Owners,  Annuitants and Beneficiaries are cautioned that
the rights of any person to any benefits under qualified plans may be subject to
the terms and  conditions of the plans  themselves,  regardless of the terms and
conditions of the Policy.  Some retirement plans are subject to distribution and
other requirements that are not incorporated into United

                                       - 28 -

<PAGE>



of Omaha's Policy  administration  procedures.  Policy Owners,  participants and
beneficiaries are responsible for determining that contributions,  distributions
and other  transactions with respect to the Policies comply with applicable law.
Following  are brief  descriptions  of the various  types of qualified  plans in
connection with which United of Omaha may be able to issue the Policy:  POLICIES
FOR ALL TYPES OF QUALIFIED PLANS MAY NOT BE AVAILABLE IN ALL STATES. When issued
in connection  with a qualified plan, the Policy will be amended as necessary to
conform to the requirements of the Code.

    Qualified  Pension and Profit  Sharing  Plans.  Sections  401(a) of the Code
permits  corporate  employers to establish various types of retirement plans for
employees.  Such retirement plans may permit the purchase of the Policy in order
to accumulate  retirement  savings under the plans. In Contracts  issued to such
retirement plans, the Plan trustee shall be the Owner and the Annuitant.
    The  Self-Employed  Individuals'  Tax  Retirement  Act of 1962,  as amended,
commonly  referred  to  as  "H.R.  10,"  permits  self-employed  individuals  to
establish  qualified plans for themselves and their  employees.  Purchasers of a
Policy  for use with such plans  should  seek  competent  advice  regarding  the
suitability  of the proposed  plan  documents  and the Policy to their  specific
needs.
    Adverse tax or other legal  consequences  to the plan, to the participant or
to both may result if the Policy is assigned or transferred to any individual as
a means to provide  benefit  payments,  unless the plan  complies with all legal
requirements applicable to such benefits prior to transfer of the Policy.

    Individual Retirement Annuities and Individual Retirement Accounts.  Section
408 of the Code permits  eligible  individuals  to  contribute  to an individual
retirement  program  known as an  Individual  Retirement  Annuity or  Individual
Retirement Account (each hereinafter referred to as "IRA"). Also,  distributions
from  certain  other  types  of  qualified  plans  may  be  "rolled  over"  on a
tax-deferred  basis into an IRA. IRAs are subject to  limitations  on the amount
which  may be  contributed  and  deducted  and the time when  distributions  may
commence.  The sale of a Policy  for use with an IRA may be  subject  to special
disclosure requirements of the Internal Revenue Service.  Purchasers of a Policy
for use with IRAs will be provided with supplemental information required by the
Internal Revenue Service or other appropriate  agency. Such purchasers will have
the right to revoke  their  purchase  within  seven  days of the  earlier of the
establishment  of the IRA or their  purchase.  Purchasers  should seek competent
advice as to the  suitability  of the  Policy for use with  IRAs.  The  Internal
Revenue Service has not reviewed the Policy for qualification as an IRA, and has
not  addressed  in a ruling of  general  applicability  whether a death  benefit
provision  such as the provision in the Policy  comports with IRA  qualification
requirements.

    Restrictions  under Qualified  Policies.  Other restrictions with respect to
the  election,  commencement,  or  distribution  of  benefits  may  apply  under
Qualified Policies or under the terms of the plans in respect of which Qualified
Policies are issued.

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


                             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 EARNINGS 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

                                       - 29 -

<PAGE>



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

================================================================
       SUBACCOUNT STANDARDIZED               Since      One-Year
  AVERAGE ANNUAL TOTAL RETURN TABLE        inception to    ended
Subaccount (date of inception - 6/1/94)     12/31/95     12/31/95
- ----------------------------------------------------------------
Fidelity VIP Growth                          19.51        27.10
Fideltiy VIP II Asset Manager                 3.34         8.84
Fidelity VIP II Index 500                    18.40        28.90
Scudder Money Market                         -0.33         2.21
Scudder Bond                                  6.10        10.13
T. Rowe Price International                   1.10         3.24
T. Rowe Price New America Growth             25.39        42.61
T. Rowe Price Equity Income                  18.01        26.50
T. Rowe Price Limited-Term Bond               2.26         1.95
================================================================


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:

                                       - 30 -

<PAGE>


================================================================
     SUBACCOUNT NON-STANDARDIZED          Since      One-Year
  AVERAGE ANNUAL TOTAL RETURN TABLE    inception to    ended
Subaccount (date of inception - 6/1/94) 12/31/95     12/31/95
- ----------------------------------------------------------------
Fidelity VIP Growth                          23.06        33.40
Fideltiy VIP II Asset Manager                 7.26        15.24
Fidelity VIP II Index 500                    21.98        35.20
Scudder Money Market                          3.61         4.09
Scudder Bond                                  9.91        16.43
T. Rowe Price International                   5.01         9.54
T. Rowe Price New America Growth             28.85        48.91
T. Rowe Price Equity Income                  21.58        32.80
T. Rowe Price Limited-Term Bond               6.14         8.25
================================================================

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.

United of Omaha may also disclose  average  annual total returns for Series Fund
Portfolios since their inception, including such disclosure for periods prior to
the date the Variable Account  commenced  operations.  Such average annual total
return information is as follows:
<TABLE>
<CAPTION>

===========================================================================================
                                                                                For the period
                                                                                from inception
                                                For the 1-year   For the 5-year  of Series Fund
               Series Fund                       period ended     period ended    Portfolio to
           (date of inception)                     12/31/95         12/31/95        12/31/95
                                                      %               %               %
<S>                                                  <C>             <C>              <C>
- -------------------------------------------------------------------------------------------
Fidelity VIP Growth (10/9/86)                        35.36           20.78           14.83
Fidelity VIP II Asset Manager (9/6/89)               16.96           12.76           11.24
Fidelity VIP II Index 500 (8/27/92)                  37.19           N/A             15.44
Scudder Money Market ()                               5.65            4.20            5.72
Scudder Bond Portfolio (7/16/85)                     18.17            9.74            9.04
T. Rowe Price International (3/31/94)                11.18           N/A              7.31
T. Rowe Price New America Growth (3/31/94            51.08           N/A             27.24
T. Rowe Price Equity Income (3/31/94)                34.76           N/A             23.30
T. Rowe Price Limited-Term Bond (5/17/94)             9.88           N/A              7.61
===========================================================================================
</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

                                       - 31 -

<PAGE>



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 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.


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

    Mutual of Omaha Investor Services  ("MOIS") is the principal  underwriter of
the  Policies.  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.

                                    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.



                                       - 32 -

<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..............................................   3
    Owner and Joint Owner..................................................   3
    Death of Annuitant.....................................................   3
    Entire Policy  ........................................................   3
    Incontestability ......................................................   3
    Deferment of Payment and Transfers.....................................   3
    Misstatement of Age or Sex.............................................   3
    Nonparticipating.......................................................   4
    Assignment  ...........................................................   4
    Evidence of Age or Survival............................................   4
    Nursing Home Rider.....................................................   4
Federal Tax Matters . . . . ...............................................   4
    Tax Status of the Policy...............................................   4
    Taxation of United of Omaha............................................   5
Investment Experience .....................................................   5
State Regulation of United of Omaha .......................................   5
Administration . . . . . . . . ............................................   6
Records and Reports .......................................................   6
Distribution of the Policies ..............................................   6
Custody of Assets . . . . . . . ...........................................   6
Historical Performance Data................................................   6
    Money Market Yields ...................................................   7
    Other Subaccount Yields ...............................................   7
    Total Returns  . . . . . . ............................................   8
    Other Performance Data.................................................   9
Legal Matters  . . . . .................................................      10
Other Information . . . . . . .............................................   10
Financial Statements  . . . . . ...........................................   10


                                       - 33 -

<PAGE>



                         STATEMENT OF ADDITIONAL INFORMATION

                      THE ULTRANNUITY SERIES I 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 I 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


<PAGE>



                                  TABLE OF CONTENTS
                                                                            Page
The Policy-General Provisions ..........................................      3
      Owner and Joint Owner.............................................      3
      Death of Annuitant................................................      3
      Entire Policy ....................................................      3
      Incontestability .................................................      3
      Deferment of Payment and Transfers................................      3
      Misstatement of Age or Sex........................................      3
      Nonparticipating..................................................      4
      Assignment........................................................      4
      Evidence of Age or Survival.......................................      4
      Nursing Home Rider ...............................................      4
Federal Tax Matters (26)................................................      4
      Tax Status of the Policy..........................................      4
      Taxation of United of Omaha.......................................      5
Investment Experience ..................................................      5
State Regulation of United of Omaha.....................................      5
Administration .........................................................      6
Records and Reports.....................................................      6
Distribution of the Policies (32).......................................      6
Custody of Assets.......................................................      6
Historical Performance Data (29)........................................      6
      Money Market Yields...............................................      7
      Other Subaccount Yields...........................................      7
      Total Returns.....................................................      8
      Other Performance Data............................................      9
Legal Matters...........................................................      10
Other Information.......................................................      10
Financial Statements (12  ).............................................      10

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



                                       - 2 -

<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, in the absence of fraud, 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

                                       - 3 -

<PAGE>



small, the underpayments will be added to the next payment.  Adjustments for 
overpayments or underpayments will include 6% interest.

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.

Nursing Home Rider
      Except in the limited circumstances  described below, a Nursing Home Rider
will be issued  automatically upon the issuance of each Policy. The Nursing Home
Rider provides for a waiver of the Policy's  Withdrawal  Charge  provisions upon
the Owner's confinement to a nursing home. There is no additional charge for the
issuance of the Nursing Home Rider,  which is available  only at the issuance of
the Policy. A Nursing Home Rider will not be issued in connection with a Policy,
the Owner of which is already  confined to a nursing home upon the Policy's Date
of Issue. The Nursing Home Rider may not be available in all states.

                                 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  participation  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."


                                       - 4 -

<PAGE>



      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.



                                       - 5 -

<PAGE>



                                   ADMINISTRATION
                                   --------------

      United of Omaha has an  administrative  services  agreement  with  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%
of Purchase  Payments.  For the fiscal year ended  December 31, 1994,  United of
Omaha paid $470 in total compensation to MOIS, and in fiscal year ended December
31, 1995 the amount was $4,655;  of this amount MOIS  retained $0 in 1994 and $0
in 1995 as  concessions  for  its  services  as  principal  underwriter  and for
distribution  concessions,  with  the  remaining  amount  paid by MOIS to  other
distributing 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

                                       - 6 -

<PAGE>



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.

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.
      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 a
daily  0.10%  charge,  based on an  anticipated  average  Accumulation  Value of
$30,000.  Yield figures will not reflect the Withdrawal  Charge.  The annualized
yield for the seven day period ending December 31, 1995 is 4.0%.
      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.

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.

                                       - 7 -

<PAGE>




      The yield is computed by: (1) 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;  (2)  compounding  that yield for a six-month  period;  and (3)
multiplying that result by 2. Expenses  attributable to the Subaccount  include:
(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 a
daily 0.10% charge in the yield  calculation,  based on an  anticipated  average
Accumulation  Value of  $30,000.  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).

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 (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 a daily 0.10%  charge 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.  The total return will then be
calculated according to the following formula:

                                       - 8 -

<PAGE>



                                  P(1+TR) n = ERV
      Where:

          P = a hypothetical initial Purchase Payment of $1,000.

          TR =          the average annual total return.

          ERV           = the ending  redeemable  value  (net of any  applicable
                        Withdrawal  Charge) of the  hypothetical  account at the
                        end of the period.

          n = the number of years in the period.



      United of Omaha may disclose  Cumulative Total Returns in conjunction with
the standard  formats  described  above.  The  Cumulative  Total Returns will be
calculated using the following formula:

                                  CTR = (ERV/P) - 1
      Where:

          CTR = The Cumulative Total Return net of Subaccount  recurring charges
                for the period.

          ERV = The ending  redeemable value of the  hypothetical  investment at
                the end of the period.

          P = A hypothetical initial Purchase Payment of $1,000.

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

Across the Board         Insurance Week                National Underwriter
Advertising Age          Journal of Accountancy        Nation's Business
American Banker          Journal of the American       Morningstar, Inc.
Barron's                      Society of CLU & ChFC    New York Times
Best's Review            Journal of Commerce           New Choices 
Broker World             Life Association News              (formerly 50 Plus)
Business Insurance       Life Insurance Selling
Business Month           Manager's Magazine
Business Week            MarketFacts
Changing Times           Money
Consumer Reports
Economist
Financial Planning
Financial World
Forbes
Fortune
Inc.
Institutional Investor
Insurance Forum
Insurance Sales

                                      - 9 -

<PAGE>




Pensions & Investments        U.S. Banker
Pension World                 Wall Street Journal
Round the Table               Working Woman
Rough Notes
VARDs



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

      The Financial  Statements for the Ultrannuity  Series I Subaccounts of the
Variable Account as of December 31, 1995 included in this Registration Statement
have been audited by Coopers & Lybrand, Omaha, Nebraska.
      The Financial  Statements of United of Omaha as of December 31, 1995, 1994
and 1993 included in this Registration  Statement have been audited by Coopers &
Lybrand, Omaha, Nebraska.



                                       - 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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