UNITED OF OMAHA SEPARATE ACCOUNT B
S-6EL24, 1997-09-15
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   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1997

                                             REGISTRATION NO. 333-





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                       UNITED OF OMAHA SEPARATE ACCOUNT B
                              (EXACT NAME OF TRUST)

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                               (NAME OF DEPOSITOR)

                  Mutual of Omaha Plaza, Omaha, Nebraska 68175


                               NAME AND ADDRESS OF
                               AGENT FOR SERVICE:
                            Kenneth W. Reitz, Esquire
                            Mutual of Omaha Companies
                          Mutual of Omaha Plaza, 3-Law
                           Omaha, Nebraska 68175-1008
                            Telephone: (402) 351-5087
                               Fax: (402) 351-5906



                  Approximate date of proposed public offering:
    As soon as practicable after effectiveness of the Registration Statement

                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
             (TITLE, AMOUNT, AND PROPOSED MAXIMUM OFFERING PRICE OF
                          SECURITIES BEING REGISTERED)

Pursuant to Rule 24f-2 under the Investment  Company Act of 1940, the Registrant
declares that an indefinite  amount of securities are being registered under the
Securities Act of 1933. The  Securities  Act  registration  fee of $500 is being
paid with this initial filing.
                                     -------

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
shall determine.

<PAGE>


                       UNITED OF OMAHA SEPARATE ACCOUNT B

                       Registration Statement on Form S-6
                              Cross-Reference Sheet


                FORM N-8B-2
                ITEM NO.           CAPTION IN PROSPECTUS

 1              Cover Page
 2              Cover Page
 3              Inapplicable
 4              Distribution of the Policies
 5              About Us
 6              The Variable Account
 9              Inapplicable
 10(a)          Policy Application and Issuance
 10(b)          Distributions
 10(c),(d),(e)  Distributions; Lapse and Grace Period; Reinstatement
 10(f),(g),(h)  Voting Rights; Other Policy Owner Tax Matters
 10(i)          Other Policy Provisions
 11             The Variable Account
 12             The Variable Account; Distribution of the Policies
 13             Charges and Fees; Tax Matters;  Tax  Treatment  of Loans and
                Other   Distributions;  Distribution of the Policies; Appendix A
 14             Premium  Payments
 15             Premium Payments 
 16             The Variable  Account
 17             Captions  referenced  under Items 10(c), (d), (e) and (i) above
 18             The Variable Account
 19             Reports to You; Voting   Rights; Distribution  of  the  Policies
 20             Captions referenced  under  Items 6 and  10(g)  above
 21             Policy  Loans
 22             Inapplicable 
 23             Distribution  of the  Policies
 24             Other  Policy Provisions
 25             About Us
 26             Distribution  of the Policies
 27             About Us
 28             Management
 29             About Us
 30             Inapplicable 
 31             Inapplicable
 32             Inapplicable 
 33             Inapplicable 
 34             Inapplicable 
 35             About Us
 36             Inapplicable 
 37             Inapplicable
 38             Distribution of the Policies
 39             Distribution of the Policies
 40             Inapplicable 
 41(a)          Distribution of  the  Policies 
 42             Inapplicable
 43             Inapplicable 
 44(a)          The Variable  Account;  Premium  Payments 

<PAGE>

 44(b)          Charges  and  Fees; Distribution  of the Policies 
 44(c)          Mortality  and Expense Risk Charge  
 45             Inapplicable 
 46             The  Variable   Account;  Captions referenced under Items 10(c),
                (d) and (e) above
 47             Inapplicable
 48             About Us
 49             Inapplicable
 50             The Variable Account
 51             Cover Page,  Definitions  (Beneficiary),  Summary,  The Policy,
                Payment   of   Proceeds,    Payment   Options,    Tax   Matter,
                Distribution of the Policies
 52             Other Policy Owner Tax Matters
 53             Tax Matters
 54             Inapplicable
 55             Inapplicable
 59             Financial Statements
 
<PAGE>

[GRAPHIC OMITTED]                       PROSPECTUS: Dated ______________, 1997
United of Omaha
A Mutual of Omaha Company                                  ULTRA VARIABLE LIFE
                                                   Individual Flexible Premium
                                      Variable Universal Life Insurance Policy

This prospectus  describes ULTRA VARIABLE LIFE, an individual  flexible  premium
variable  universal life insurance policy ("Policy")  offered by United of Omaha
Life Insurance Company ("we, us, our, United of Omaha") to applicants age 90 and
under.

The Policy  provides  for the payment of a Death  Benefit  upon the death of the
Insured, and for a Cash Surrender Value that can be obtained by surrendering the
Policy.  The Policy is designed to provide  insurance  protection on the life of
the Insured,  and at the same time provide the Policy Owner with the flexibility
to vary the amount and timing of premium payments and, within certain limits, to
change the amount of Death Benefits  payable under the Policy.  This flexibility
permits  the  Owner  to  provide  for  changing  insurance  needs  with a single
insurance policy. The Policy is a variable policy because the Death Benefit may,
and the  Accumulation  Value  will,  vary up or down to reflect  the  investment
experience  of  amounts  allocated  to UNITED OF OMAHA  SEPARATE  ACCOUNT B (the
"Variable  Account").  The Policy Owner ("you,  your") bears the investment risk
for all amounts so allocated; there is no guaranteed minimum Accumulation Value.

The minimum initial  Specified  Amount is $100,000.  The Policy provides premium
flexibility so long as the Accumulation Value is sufficient for Policy insurance
coverage to remain in force.

You may, within limits, allocate premiums (net of any charges) to one or more of
the twenty-four eligible investments,  which are the twenty-three Subaccounts of
the Variable  Account and the Fixed  Account.  Assets of each  Subaccount of the
Variable  Account are invested in a  corresponding  mutual fund  Portfolio.  The
Portfolios   are  described  in  separate   prospectuses   that  accompany  this
Prospectus. The Policy's available investment options are:


ALGER AMERICAN GROWTH PORTFOLIO
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
FEDERATED PRIME MONEY FUND II ("MONEY MARKET") PORTFOLIO
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES PORTFOLIO
FIDELITY ASSET MANAGER: GROWTH PORTFOLIO
FIDELITY EQUITY INCOME PORTFOLIO
FIDELITY CONTRAFUND PORTFOLIO
FIDELITY INDEX 500 PORTFOLIO
MFS EMERGING GROWTH PORTFOLIO
MFS HIGH INCOME FUND PORTFOLIO
MFS RESEARCH PORTFOLIO
MFS WORLD GOVERNMENT PORTFOLIO
MFS VALUE SERIES PORTFOLIO
PIONEER CAPITAL GROWTH PORTFOLIO
PIONEER REAL ESTATE PORTFOLIO
SCUDDER GLOBAL DISCOVERY PORTFOLIO
SCUDDER GROWTH & INCOME PORTFOLIO
SCUDDER INTERNATIONAL PORTFOLIO
T. ROWE PRICE EQUITY INCOME PORTFOLIO
T. ROWE PRICE INTERNATIONAL PORTFOLIO
T. ROWE PRICE LIMITED TERM BOND PORTFOLIO
T. ROWE PRICE NEW AMERICA GROWTH PORTFOLIO
T. ROWE PRICE PERSONAL STRATEGY BALANCED PORTFOLIO
FIXED ACCOUNT

Partial  withdrawals and Policy loans may be taken from time to time, subject to
certain  restrictions.  ANY POLICY LOAN,  PARTIAL  WITHDRAWAL  OR SURRENDER  MAY
RESULT IN ADVERSE TAX CONSEQUENCES AND/OR PENALTIES.  WITHDRAWALS AND SURRENDERS
MAY BE SUBJECT TO A SURRENDER CHARGE.

IT MAY NOT BE  ADVANTAGEOUS  TO REPLACE  EXISTING LIFE INSURANCE WITH THE POLICY
DESCRIBED IN THIS PROSPECTUS.

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.

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

<PAGE>

THIS PROSPECTUS MUST BE ACCOMPANIED  BY A CURRENT PROSPECTUS FOR EACH PORTFOLIO.
ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

UNITED OF OMAHA LIFE INSURANCE COMPANY, P. O. Box 8430, 
Omaha, Nebraska 68103-0430 (800) 238-9354
 
                                      2
<PAGE>


- - - -----------------------------------------------------------
TABLE OF CONTENTS
                                                                      PAGE
DEFINITIONS

SUMMARY
o  BASIC FEATURES OF YOUR POLICY
o  COMPARISON TO OTHER POLICIES AND OTHER INVESTMENTS
o  POLICY FLOW CHART

ABOUT US

ALLOCATION OF PREMIUMS
o  THE VARIABLE ACCOUNT
o  THE FIXED ACCOUNT
o  TRANSFERS
o  DOLLAR COST AVERAGING
o  ASSET ALLOCATION PROGRAM

THE POLICY
o  POLICY APPLICATION AND ISSUANCE
o  PREMIUM PAYMENTS
o  ACCUMULATION VALUE
o  LAPSE AND GRACE PERIOD
o  REINSTATEMENT
o  TELEPHONE TRANSACTIONS
o  MATURITY DATE

DISTRIBUTIONS
o  POLICY LOANS
o  SURRENDER
o  PARTIAL WITHDRAWALS
o  DEATH BENEFIT
o  PAYMENT OF PROCEEDS
o  PAYMENT OPTIONS

CHARGES AND FEES
o  CHARGES DEDUCTED FROM THE POLICY
    DEDUCTIONS  FROM  INITIAL  PREMIUM; MONTHLY  DEDUCTIONS; CHARGES DEDUCTED ON
    SURRENDER OR PARTIAL WITHDRAWAL
o  MORE INFORMATION ABOUT THE ABOVE CHARGES
    SURRENDER CHARGE; WAIVER OF SURRENDER CHARGE; RISK CHARGE;  ADMINISTRATIVE
    CHARGE;  PREMIUM CHARGES; COST OF INSURANCE CHARGE; TRANSFER CHARGE
o  SERIES FUND CHARGES

OTHER POLICY PROVISIONS
o  NOTICE TO US;  ENTIRE CONTRACT;  RIGHT TO EXAMINE;  DELAY OF PAYMENTS; CHANGE
   OF OWNERSHIP AND ASSIGNMENT;  BENEFICIARY;  BENEFICIARY CHANGE;  MISSTATEMENT
   OF  AGE  OR  SEX;  SUICIDE;  INCONTESTABILITY;  COVERAGE    BEYOND  MATURITY;
   REINSTATEMENT;  NONPARTICIPATING

TAX MATTERS

MANAGEMENT

OTHER INFORMATION
o  REPORTS TO YOU; VOTING RIGHTS;
    DISTRIBUTION OF THE POLICIES; STATE REGULATION;
    LEGAL MATTERS; INDEPENDENT AUDITORS; REGISTRATION STATEMENT

ILLUSTRATIONS
o  DEATH BENEFIT, CASH SURRENDER VALUE AND ACCUMULATED PREMIUMS

FINANCIAL STATEMENTS
                                       3
<PAGE>


THIS  PROSPECTUS IS NOT AN OFFERING  ANYWHERE  WHERE SUCH AN OFFERING  CANNOT BE
LAWFULLY   MADE.  NO  ONE  IS  AUTHORIZED  TO  GIVE  ANY   INFORMATION  OR  MAKE
REPRESENTATIONS   ABOUT  THIS  OFFERING  OTHER  THAN  THOSE  CONTAINED  IN  THIS
PROSPECTUS AND, IF THEY DO, YOU SHOULD NOT RELY UPON SUCH REPRESENTATIONS.

                                       4
<PAGE>

- - - -----------------------------------------------------------
DEFINITIONS

ACCUMULATION  UNITS means an  accounting  unit of measure used to calculate  the
accumulation value of the Variable Account.

ACCUMULATION  VALUE  means  the  dollar  value as of any  Valuation  Date of all
amounts accumulated under the Policy.

ALLOCATION  DATE means the first  business day following  the  completion of the
RIGHT TO EXAMINE THIS POLICY period.

BENEFICIARY  refers to the  person(s)  or entity you name to  receive  the Death
Benefit of the Policy.

CASH SURRENDER VALUE means the Accumulation  Value, less any outstanding  Policy
loans and unpaid loan interest, and less any applicable Surrender Charge.

CORRIDOR  AMOUNT  means  the  Accumulation  Value  multiplied  by  the  corridor
percentage for the Insured's attained age.

FIXED  ACCOUNT  means the account which  consists of general  account  assets of
United of Omaha Life Insurance Company.

INSURED  refers to the  individual  named on the  application  whose life is the
basis for the death benefit protection provided by the Policy.

LOAN ACCOUNT means an account  established for any amounts  transferred from the
Fixed Account and Subaccounts as a result of loans. The Loan Account is credited
with  interest  and is not based on the  investment  experience  of the Variable
Account.

MONTHLY  DEDUCTION  DATE  means the date of issue  and the same date each  month
thereafter.

MONTHLY DEDUCTION means the amount deducted from the Policy's Accumulation Value
on each Monthly Deduction Date.

NET AMOUNT AT RISK means the death  benefit less the  Accumulation  Value on the
Monthly  Deduction  Date after  deducting  the rider  charges,  if any, the risk
charge for the current month, and the administrative charge.

PAYEE refers to the person who receives payments under the Policy.

POLICY means the individual  flexible premium  variable life insurance  contract
issued to you pursuant to our acceptance of your application for it.

POLICY OWNER refers to you, the person that applied for the Policy.

POLICY  YEAR/MONTH/ANNIVERSARY  means respective anniversary dates from the Date
of Issue.

PORTFOLIO means a separate  mutual fund  investment  portfolio that is available
under the Policy.

PREMIUM  means an amount  paid by you to us as  consideration  for the  benefits
provided by the Policy.

PROCEEDS means the Death Benefit, Cash Surrender Value, or Proceeds payable upon
the Maturity Date.

SPECIFIED  AMOUNT  means  the  amount  of  insurance  selected,  as shown on the
Policy's Data page.

SUBACCOUNT means that portion of the Variable Account which invests in shares of
a specific mutual fund portfolio or any other investment portfolios that we make
available Policy.

VALUATION  DATE  means  each day that the New York  Stock  Exchange  is open for
trading.

VARIABLE  ACCOUNT means United of Omaha Separate  Account B, a separate  account
maintained  by us in which a portion of our assets  has been  allocated  for the
Policy and certain other policies.

WE, US, OUR,  UNITED OF OMAHA refers to United of Omaha Life Insurance  Company,
Omaha, Nebraska.

YOU, YOUR refers to the Policy Owner.

                                       5

- - - -----------------------------------------------------------
SUMMARY

o   BASIC FEATURES OF YOUR POLICY
    The individual  flexible  premium  variable life insurance Policy offered by
this  prospectus  is designed to provide  lifetime  insurance  coverage  for the
Insured named in the Policy. It is not offered primarily as an investment.  This
is a brief description of the basic features of the Policy.  Policy features are
explained in more detail throughout the prospectus.

o  RIGHT TO EXAMINE.  You have the right to return the Policy within 10 days (or
   more where required by applicable  State  insurance law) after you receive it
   or 45 days after you  signed the  application,  whichever  is later.  We will
   return to you the premiums  paid.  (SEE "OTHER  POLICY  PROVISIONS:  RIGHT TO
   EXAMINE.")

o  PREMIUM  PAYMENTS.  You must pay an initial  premium at least  sufficient  to
   purchase the minimum  initial  Specified  Amount of life  insurance  coverage
   ($100,000).  Unless the  Accumulation  Value is  sufficient  to maintain this
   Specified Amount, you must pay additional  premiums  sufficient to maintain a
   Specified  Amount of  $100,000  coverage  for the first  five  Policy  Years;
   thereafter you must maintain a Specified Amount of at least $50,000.  You may
   also make payments in addition to planned premiums. (SEE "THE POLICY: PREMIUM
   PAYMENTS.")

o  NO LAPSE  GUARANTEE.  If either the minimum  monthly  premium or the lifetime
   monthly  premium  requirement  has been met,  and the  Policy  has never been
   reinstated,  and no  Additional  Insured Term  Insurance  Rider  covering the
   Insured is attached to the Policy,  the Policy is guaranteed to not lapse for
   a certain period of time. (SEE "POLICY NO-LAPSE PERIOD")

o  INVESTMENT OF PREMIUMS. Your initial premium and any additional payments will
   be held in the Money Market  Subaccount until the end of the Right to Examine
   period,  when your initial premium is invested according to your instructions
   in one or more of the Subaccounts of the Variable  Account  corresponding  to
   mutual fund  portfolios or the Fixed  Account.  Allocations  must be in whole
   percentages. (SEE "ALLOCATION OF PREMIUMS.")

o  TRANSFERS.  Once we mail the  confirmation for the initial  premium  payment,
   and  after  the  Right to Examine  period,  you may transfer  portions of the
   Policy's  Accumulation  Value without charge among the Subaccounts  and Fixed
   Account up to twelve times each Policy  Year.  Subsequent  transfers may have
   charges.  (SEE "ALLOCATION OF PREMIUMS: TRANSFERS.")

o  FLUCTUATING  ACCUMULATION  VALUE. The  Accumulation  Value of the Policy will
   vary daily based on, among other things, the net investment experience of the
   Subaccounts to which you have allocated  amounts.  The Accumulation  Value is
   not guaranteed. You bear the investment risk with respect to the Accumulation
   Value that is invested in the  Subaccounts,  and we bear the investment  risk
   with respect to the Accumulation Value that is invested in the Fixed Account.

o  DEATH  BENEFIT.  You select one of two Death Benefit  options.  Death benefit
   option 1 equals the greater of (a) the Specified Amount on the date of death,
   less any loans and unpaid loan  interest;  or (b) the  Policy's  Accumulation
   Value on the date of death plus a corridor amount for the Insured's  attained
   age, less any loans and unpaid loan  interest.  Death benefit option 2 equals
   the  accumulation  value plus the  greater of (a)  specified  amount,  or (b)
   corridor   amount,   less  any  loans  and   unpaid   loan   interest.   (SEE
   "DISTRIBUTIONS: DEATH BENEFIT.")

o  POLICY LOANS AND PARTIAL WITHDRAWALS.  After the first Policy Year (from Date
   of Issue in Indiana),  a loan privilege is available under the Policy.  After
   the  first  Policy  Year  partial  withdrawals  also  are  allowed.   Partial
   withdrawals  are subject to a Surrender  Charge and withdrawals and loans may
   be taxable and subject to a penalty tax. (SEE  "DISTRIBUTIONS:  POLICY LOANS,
   AND SURRENDER AND PARTIAL WITHDRAWALS.")

o   SURRENDERS.   The  Policy   permits full  surrender  for the Cash  Surrender
    Value.  A Surrender  Charge may be deducted  upon full  surrenders,  partial
    withdrawals,  and the  amount  of any  reductions  in  Specified  Amount  of
    coverage.  A Surrender Charge is applied for 12 Policy Years from the Policy
    Date of issue through the Insured's issue age 52, 11 years for issue age 53,
    10 years at issue age 54, and 9 Policy  Years from issue age 55 and  higher.
    The Surrender  Charge may be waived upon the  occurrence of certain  events.
    Once the Policy is  surrendered,  all coverage and other  benefits  under it
    cease and cannot be reinstated.  (SEE "CHARGES AND FEES.") SURRENDERS MAY BE
    TAXABLE AND SUBJECT TO A PENALTY TAX.

o  FEDERAL INCOME TAX CONSEQUENCES. Death benefits paid to the Beneficiary under
   a life  insurance  policy  generally  are not subject to Federal  income tax.
   Under current law, undistributed  increases in cash value of a life insurance
   contract  generally  are  not  taxable.  Pre-death  distributions  (including
   partial  withdrawals  and  loans)  from a  modified  endowment  contract  are
   included  in income on an income  first  basis,  and a 10% penalty tax may be
   imposed on income  distributed  before the Policy  Owner  attains age 59 1/2.
   (SEE "TAX MATTERS.")

                                       6
<PAGE>

o   COMPARISON TO OTHER POLICIES AND OTHER INVESTMENTS
    In many respects the Policy is similar to fixed-benefit life insurance. Like
fixed-benefit  life insurance,  the Policy offers a death benefit and provides a
cash value, loan privileges and surrender  values.  The Policy is different from
fixed-benefit  life insurance in that the death benefit will in most cases,  and
the  cash  value  ("Accumulation  Value")  will  always,  vary  to  reflect  the
investment experience of the selected Subaccounts of the Variable Account.

    The  Policy is  designed  to  provide  insurance  protection.  Although  the
underlying mutual fund portfolios to which  Accumulation  Value may be allocated
invest in securities  similar to those in which mutual funds available  directly
to the  public  invest,  in many  ways  the  Policy  differs  from  mutual  fund
investments. The main differences are:

o The Policy  provides a death benefit based on our assumption of an actuarially
  calculated risk. 
o If  the  Policy's  Accumulation Value (absent a Policy Loan) or Cash Surrender
  Value (if there is a Policy Loan) are not enough to pay  a  Monthly  Deduction
  Amount, and any unpaid loan  interest,  and  a grace  period  expires  without
  a  sufficient premium payment, the Policy will lapse with no value. (SEE  "THE
  POLICY:  LAPSE.")   If  the  Policy  lapses when Policy loans are outstanding,
  adverse tax consequences may  result.   (SEE  "TAX   MATTERS:   TAX  TREATMENT
  OF LOANS AND OTHER DISTRIBUTIONS.")
o  In addition to sales charges,  insurance-related  charges not associated with
   mutual fund investments are deducted from values of the Policy. These charges
   include various insurance, risk, and expense charges.(SEE"CHARGES AND FEES.")
o  United  of  Omaha,  not  the  Policy  Owner, owns  the  mutual  fund  shares.
   (SEE "OTHER  INFORMATION:  VOTING RIGHTS.")
o  Federal income tax liability on any earnings on the mutual fund investment is
   deferred until you receive a distribution from the Policy. Transfers from one
   underlying fund portfolio to another are  accomplished  without tax liability
   under current law. (SEE "TAX MATTERS: LIFE INSURANCE QUALIFICATION.")
o  Dividends and capital gains  distributed by the  underlying  mutual funds are
   automatically reinvested and not currently taxable.
o  Premature  withdrawals  may be  taxable  and  subject  to a 10%  federal  tax
   penalty.  Also,  Policy  earnings that would be treated as capital gains in a
   mutual  fund are treated as ordinary  income,  although  taxation is deferred
   until earnings are distributed from the Policy. (SEE "TAX MATTERS:
   TAX TREATMENT OF LOANS AND OTHER DISTRIBUTIONS.")

HOW THE POLICY OPERATES
    The following  chart shows how the Policy  operates.  For more  information,
refer to specific sections of this prospectus.

                          O POLICY PREMIUM FLOW CHART
           ----------------------------------------------------------
                                PREMIUM PAYMENTS
                 o Minimum initial premium required is a planned
                   premium to maintain the initial Specified Amount of
                   coverage until the next planned premium is due.
                 o Additional premium may be required to maintain the
                   minimum required Specified Amount.
                 o Payments in addition to planned premiums may be
                   made, within limits. (SEE "PREMIUM PAYMENTS.")
           ----------------------------------------------------------

    ------------------------------------------------------------------------
                   DEDUCTIONS FROM PREMIUMS BEFORE ALLOCATION
                     o Premium Charges per premium payment:
                     o 3.75% for state and federal tax expenses.
                     o $2 for premium processing expenses.

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

   ----------------------------------------------------------------------------
                             INVESTMENT OF PREMIUMS
     You direct the allocation of initial premiums and any additional payments
     among 23 Subaccounts of the Variable  Account and the Fixed Account after
     the "Right to Examine"  period.  The Subaccounts  invest in corresponding
     mutual funds. For information about premium allocation options, rules and
     limits, SEE "ALLOCATION OF PREMIUMS."
   -----------------------------------------------------------------------------
                                       7
<PAGE>

   -----------------------------------------------------------------------------
                             DEDUCTIONS FROM ASSETS
  o Monthly Deduction on the Monthly Deduction Date from Accumulation Value for:
         o 0.70% (annual rate calculated as a percentage of Accumulation Value)
           risk  charge  during  Policy  Years 1 through 10; 0.55% after Policy
           Year 10.
         o $7 administrative charge.
         o A Cost of Insurance charge multiplied by the Net Amount at risk.
         o Rider Charges
  o  $10 transfer fee (first 12 transfers per Policy Year free).
  o  Investment  advisory fees and fund expenses  are  deducted  from the assets
      of each Fund. (SEE "CHARGES AND FEES.")
   ----------------------------------------------------------------------------

   -----------------------------------------------------------------------------
                               ACCUMULATION VALUE

    o Accumulation  Value is equal to the  initial  premium  and any  additional
      premiums,  as  adjusted  each day the New York Stock  Exchange  is open to
      reflect  Subaccounts'  investment  experience,  charges deducted and other
      Policy  transactions  (such as  transfers  and  partial  surrenders).  The
      maximum loan amount is 100% of the Cash Surrender  Values less interest to
      the end of the year, less one monthly deduction.

    o Accumulation  Value  may  vary  from  day  to  day.  There  is no  minimum
      guaranteed  Accumulation  Value.  The Policy may lapse,  subject to the No
      Lapse Period, even if there is no Policy loan. (SEE "THE POLICY: LAPSE AND
      GRACE PERIOD," "THE POLICY: NO LAPSE PERIOD," AND  "DISTRIBUTIONS:  POLICY
      LOANS.")

    o Accumulation  Value can be transferred among the Subaccounts and the Fixed
      Account.  SEE  "ALLOCATION OF PREMIUM" for rules and limits.  Policy loans
      reduce the amount available for allocations and transfers.

    o Dollar cost averaging and asset rebalancing programs are available.   (SEE
      "ALLOCATION OF PREMIUM.")

    o Accumulation  Value is the starting point for  calculating  certain values
      under a Policy, such as the Cash Surrender Value and the Death Benefit.
   -----------------------------------------------------------------------------
<TABLE>

   ---------------------------------------------------------------------------------------------
 ---------------------------------------             -------------------------------------------
<CAPTION>
          ACCUMULATION VALUE BENEFITS                               DEATH BENEFITS
<S>      <C>                                             <C>

  o After the first Policy year (Date of              o Received income tax free to
    Issue in Indiana), loans may be taken               Beneficiary.  (SEE "TAX MATTERS: LIFE
    for amounts up to 100% of Cash Surrender            INSURANCE QUALIFICATION.")
    Value less interest to the end of the
    year less one monthly deduction at a net          o Available as lump sum or under a
    annual interest rate charge of 2%.                  variety of payment options.
    Preferred loans are  available beginning
    in the tenth year and later (with a net           o Two Death Benefit Options are
    interest rate charge of 0%).  SEE                   available:
    "DISTRIBUTIONS: POLICY LOANS"  for rules
    and limits.                                         o  Option 1: Greater of (a) current
                                                           Specified Amount; or (b)
 o  The Policy may be  surrendered in full at              Accumulation  Value plus Corridor
    any time for its Cash Surrender Value,                 Amount.
    or part of the Accumulation Value may be
    withdrawn (after the first Policy                   o  Option 2: Accumulation Value plus
    Year).  (SEE "DISTRIBUTIONS; SURRENDER                 greater of (a) Specified Amount, or
    AND PARTIAL WITHDRAWALS.")  A Surrender                (b) Corridor Amount.
    Charge, based upon age, sex, rate and
    risk classes, and the amount of time you         o  Flexibility to change Death Benefit
    have had your Policy may apply to any               Option and Specified Amount.
    surrender, partial withdrawal, or
    reduction in Specified Amount for the            o  Rider benefits are available.
    first 12 Policy years.  (SEE "CHARGES
    AND FEES: SURRENDER CHARGE.")  Federal           PROCEEDS PAID WOULD BE REDUCED BY ANY
    taxes and tax penalties may also apply.          POLICY LOAN BALANCE. (SEE
    (SEE "TAX MATTERS: TAX TREATMENT OF              "DISTRIBUTIONS:  DEATH BENEFIT.")
    LOANS AND OTHER DISTRIBUTIONS.")
- - - ---------------------------------------------       -------------------------------------------
</TABLE>
                                       8
<PAGE>

 o  Fixed and variable payment options are
 available.     (SEE "DISTRIBUTIONS: PAYMENT
 OPTIONS.")
 ---------------------------------------------      ---------------------------

    For more detailed information about the Policy, please read the rest of this
prospectus.

- - - -----------------------------------------------------------
ABOUT US

    We are  United of Omaha  Life  Insurance  Company,  a stock  life  insurance
company  organized  under  the laws of the State of  Nebraska  in 1926 as United
Benefit Life Insurance  Company.  We changed to our current name in 1981. United
of Omaha is a wholly owned subsidiary of Mutual of Omaha Insurance  Company.  We
are  principally  engaged in the  business of issuing life  insurance  policies,
accident and health insurance, and annuity contracts in all States of the United
States  except New York,  the  District  of  Columbia,  and in  several  foreign
countries.  As of  December  31,  1996,  United of Omaha  had  assets of over $7
billion.
   We may from time to time publish (in  advertisements,  sales  literature  and
reports to Owners) the ratings  and other  information  assigned to us 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
our financial strength and/or claims-paying  ability, 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,  our  claims-paying
ability,  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.

- - - -----------------------------------------------------------
ALLOCATION OF PREMIUMS

    You  may  allocate  all or a  part  of  your  Policy  premium  to one of the
twenty-three  Series Fund Portfolios  currently  available  through the Variable
Account, to the Fixed Account, or to a combination of these. Allocations must be
in whole  percentages and total 100%. The investment  results of each Portfolio,
whose   investment   objectives  are  described  below,  are  likely  to  differ
significantly.  You should consider carefully,  and on a continuing basis, which
Portfolio or  combination  of Portfolios and the Fixed Account is best suited to
your long-term investment objectives.

     THE VARIABLE ACCOUNT
    The  Variable  Account  established  for the purpose of  providing  variable
options  to fund the  Policy is  United of Omaha  Separate  Account  B.  Amounts
allocated  to the  Variable  Account  are  invested  exclusively  in shares of a
Portfolio of one of the Series Funds. Each Series Fund is an open-end management
investment  company whose shares are  purchased by the Variable  Account to fund
the  benefits  provided by the  Policy.  The Series  Fund  Portfolios  currently
available under the Variable Account,  including their investment objectives and
their investment  advisers,  are described briefly in this Prospectus.  Complete
descriptions of each Portfolio's investment objectives,  restrictions, and risks
and other  material  information  relating to an investment in the Portfolio are
contained in the  prospectuses for each of the Series Funds which accompany this
Prospectus. 
     United of Omaha Separate  Account B was  established  pursuant to an August
27, 1996,  resolution of our Board of Directors.  Under Nebraska  Insurance Law,
the income,  gains or 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.  These
assets are held by us for our  variable  life  insurance  policies.  Any and all
distributions  made by the Series  Funds with  respect to the shares held by the
Variable Account will be reinvested in additional shares at net asset value. The
assets  maintained  in the  Variable  Account  will  not  be  charged  with  any
liabilities  arising out of any other business conducted by us. We are, however,
responsible for meeting the obligations under the Policy to you.
     No stock  certificates are issued to the Variable Account for shares of the
Series  Funds held in the Variable  Account.  We own the Series Funds shares for
the Variable Account.
     The  Variable  Account  is  registered  with the  Securities  and  Exchange
Commission  ("SEC") as a unit investment trust under the Investment  Company Act
of 1940 and meets the  definition of separate  account under federal  securities
laws.  However,  the SEC does not  supervise the  management  or the  investment

                                       9
<PAGE>

practices or policies of the Variable Account.  We do not guarantee the Variable
Account's investment performance.

VARIABLE ACCOUNT PORTFOLIOS

     ALGER AMERICAN FUND - ALGER AMERICAN  GROWTH  PORTFOLIO -- seeks  long-term
    capital  appreciation  by  investing  in a  diversified  portfolio of equity
    securities,  primarily of companies with total market  capitalization  of $1
    billion or greater. (1)

     ALGER  AMERICAN FUND - ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO --
    seeks long-term capital appreciation by investing in a diversified portfolio
    of equity  securities,  primarily  of smaller,  newer  companies  with total
    market  capitalization  of less  than $1  billion.  The  securities  of such
    companies may have limited  marketability  and may be subject to more abrupt
    or  erratic  price  changes  than  securities  of larger,  more  established
    companies or the market averages in general.(1) (*)

     INSURANCE  MANAGEMENT  SERIES - FEDERATED  PRIME MONEY FUND II PORTFOLIO --
    invests in money market  instruments  maturing in thirteen months or less to
    achieve current income consistent with stability of principal and liquidity.
    The  Portfolio  attempts  to  maintain a stable net asset value of $1.00 per
    share,  but there can be no assurance the  Portfolio  will be able to do so.
    (2)

     INSURANCE MANAGEMENT SERIES - FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES
    II PORTFOLIO  --  seeks  current  income  by  investing  in  a   diversified
    portfolio  limited  to U.S.  government securities. (2)

     FIDELITY  VARIABLE  INSURANCE  PRODUCTS  FUND II -  FIDELITY  VIP II  ASSET
    MANAGER:  GROWTH PORTFOLIO -- seeks to obtain high total return with reduced
    risk over the long-term by allocating  its assets among stocks,  bonds,  and
    short-term fixed-income instruments.  Although the Portfolio seeks to reduce
    its overall risk by diversifying  among different types of investments,  the
    fund  aggressively  invests in a wide variety of security  types,  including
    stocks and bonds issued in developing countries and derivative transactions.
    The Portfolio  spreads  investment  risk by limiting its holdings in any one
    company or industry.(3, 4) (*)

     FIDELITY  VARIABLE  INSURANCE  PRODUCTS  FUND - FIDELITY VIP  EQUITY-INCOME
    PORTFOLIO -- seeks reasonable income by investing mainly in income-producing
    equity securities.  In selecting  investments,  the Portfolio also considers
    the potential  for capital  appreciation.  The Portfolio  seeks to achieve a
    return that  surpasses that of the S&P 500. The Portfolio does not expect to
    invest in debt  securities of companies that do not have proven  earnings or
    credit.(3)

     FIDELITY  VARIABLE  INSURANCE  PRODUCTS  FUND  II  -  FIDELITY   CONTRAFUND
    PORTFOLIO -- seeks to increase the value of the Portfolio over the long term
    by  investing  in  securities   of  companies   that  are   undervalued   or
    out-of-favor.  This strategy can lead to  investments in domestic or foreign
    companies,  many of  which  may not be  well  known.  The  stocks  of  small
    companies  often  involve  more risk than  those of  larger  companies.  The
    Portfolio may use various  investment  techniques  to hedge the  Portfolio's
    risk,  but  there  is no  guarantee  that  these  strategies  will  work  as
    intended.(3) (*)

    FIDELITY VARIABLE  INSURANCE PRODUCTS FUND II - FIDELITY INDEX 500 PORTFOLIO
    -- seeks to match the total  return  of the S&P 500 while  keeping  expenses
    low. The Portfolio utilizes a "passive" or "indexing"  approach and tries to
    allocate its assets  similarly  to those of the index.  Normally 80% (65% if
    fund  assets are below $20  million)  of the fund's  assets are  invested in
    equity  securities  of  companies  that  compose the S&P 500. The Standard &
    Poor's Corporation is neither an affiliate nor a sponsor of the fund.

     MFS VARIABLE  INSURANCE TRUST - MFS EMERGING  GROWTH  PORTFOLIO -- seeks to
    provide  long-term growth of capital through  investing  primarily in common
    stocks of emerging  growth  companies,  which involves  greater risk than is
    customarily associated with investments in more established  companies.  The
    Portfolio  may  invest  to a  limited  extent in lower  rated  fixed  income
    securities or comparable unrated securities.(5) (*)

                                       10
<PAGE>

     MFS  VARIABLE  INSURANCE  TRUST - MFS HIGH INCOME  PORTFOLIO  -- seeks high
    current  income by investing  primarily in a diversified  portfolio of fixed
    income securities,  some of which may involve equity features. The Portfolio
    may invest in lower rated fixed  income  securities  or  comparable  unrated
    securities.(5) (*)

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

    MFS VARIABLE  INSURANCE TRUST - MFS VALUE SERIES  PORTFOLIO -- seeks capital
    appreciation by investing primarily in common stocks, including to a limited
    extent  foreign  securities  which are not  traded on a U.S.  exchange.  The
    Portfolio  may  invest  to a  limited  extent in lower  rated  fixed  income
    securities or comparable unrated securities. (5) (*)

     MFS  VARIABLE  INSURANCE  TRUST - MFS WORLD  GOVERNMENT  PORTFOLIO -- seeks
    preservation and growth of capital, together with moderate current income by
    investing its assets in an internationally  diversified portfolio consisting
    primarily of debt securities and, to a lesser extent, equity securities. The
    Portfolio  investments are expected to consist primarily of securities which
    are of relatively high quality and minimal credit risk. However, an error of
    judgment  in  selecting a currency or an  interest  rate  environment  could
    result in a loss of capital,  and a held security whose quality deteriorates
    significantly will be sold only if the Portfolio investment adviser believes
    it is advantageous to do so. (5)

    PIONEER VARIABLE CONTRACTS TRUST - PIONEER CAPITAL GROWTH PORTFOLIO -- seeks
    capital  appreciation by investing in a diversified  portfolio of securities
    consisting primarily of common stocks.(6)

    PIONEER  VARIABLE  CONTRACTS TRUST - PIONEER REAL ESTATE  PORTFOLIO -- seeks
    long-term  growth of capital by investing  primarily in  securities  of real
    estate investment  trusts (REITs) and other real estate industry  companies.
    Current income is the Portfolio's secondary investment objective.(6)

    SCUDDER VARIABLE LIFE INVESTMENT FUND - SCUDDER GLOBAL  DISCOVERY  PORTFOLIO
    -- seeks above-average  capital appreciation over the long term by investing
    primarily in the equity securities of small companies located throughout the
    world,  including to a limited extent in lower rated fixed income securities
    or comparable unrated  securities.  Since the Portfolio normally will invest
    in both U.S. and foreign securities markets, changes in the Portfolio's unit
    value may have a low correlation with movements in the U.S. markets. (7)(*)

    SCUDDER VARIABLE LIFE INVESTMENT FUND - SCUDDER GROWTH & INCOME PORTFOLIO --
    seeks long term  growth of capital,  current  income and growth of income by
    investing  primarily in common  stocks,  preferred  stocks,  and  securities
    convertible  into common  stocks of  companies  which offer the prospect for
    growth of earnings while paying higher than average current dividends. (7)

     SCUDDER VARIABLE LIFE INVESTMENT FUND - SCUDDER INTERNATIONAL  PORTFOLIO --
    seeks long-term growth of capital primarily through diversified  holdings of
    marketable foreign equity  investments.  The Portfolio invests in companies,
    wherever  organized,  which do business primarily outside the United States.
    The Portfolio intends to diversify investments among several countries,  and
    does not intend to concentrate investments in any particular industry.
    (7)

     T. ROWE PRICE EQUITY SERIES,  INC. - T. ROWE PRICE EQUITY INCOME  PORTFOLIO
     --  Seeks  to  provide   substantial   dividend  income  and  also  capital
     appreciation  by investing  primarily in  dividend-paying  common stocks of
     established companies.(9)

     T. ROWE PRICE  INTERNATIONAL  SERIES,  INC.  - T. ROWE PRICE  INTERNATIONAL
     STOCK PORTFOLIO -- seeks a total return on its assets from long-term growth
     of capital  and income,  by  investing  substantially  all of its assets in
     common stocks of established non-U.S. companies. (8)

     T. ROWE PRICE FIXED INCOME SERIES,  INC. - T. ROWE PRICE  LIMITED-TERM BOND
     PORTFOLIO  -- seeks a high level of income  consistent  with  modest  price
     fluctuation by investing primarily in investment grade debt securities. (9)

     T. ROWE  PRICE  EQUITY  SERIES,  INC. - T. ROWE  PRICE NEW  AMERICA  GROWTH
    PORTFOLIO -- seeks long-term growth of capital through investments primarily
    in  common  stocks  of  U.S.  growth  companies  which  operate  in  service
    industries  believed to be above-average  performers in their fields.  Total
    return will consist primarily of capital appreciation or depreciation. (9)
  
                                     11
<PAGE>

     T. ROWE  PRICE  EQUITY  SERIES,  INC.  - T. ROWE  PRICE  PERSONAL  STRATEGY
    BALANCED  PORTFOLIO -- seeks the highest  total return over time  consistent
    with an  emphasis on both  capital  appreciation  and  income.  There are no
    limitations  on market  capitalization  or types of stock the  Portfolio can
    hold. While bond holdings are primarily  investment grade, the Portfolio can
    also invest in more volatile below-investment grade bonds.(9) (*)

     INVESTMENT ADVISERS AND SUBADVISERS OF THE SERIES FUNDS:
    (1) Fred Alger Management, Inc.
    (2) Federated Advisors.
    (3) Fidelity Management & Research Company.
    (4) Fidelity  Investment  Management and Research  (U.K.) Inc., and Fidelity
        Management    and  Research  Far  East  Inc.,  regarding  research   and
        investment recommendations  with  respect to companies based outside the
        United States.
    (5) Massachusetts Financial Services Company.
    (6) Pioneer Fund Group.
    (7) Scudder, Stevens & Clark, Inc.
    (8) Rowe Price-Fleming International,  Inc., a joint venture between T. Rowe
        Price Associates, Inc. and Robert Fleming Holdings Limited.
    (9) T. Rowe Price Associates, Inc.
- - - -----------------
(*)  THESE  PORTFOLIOS'  INVESTMENT  STRATEGIES MAY PROVIDE THE  OPPORTUNITY FOR
     HIGHER THAN AVERAGE  RETURNS BY INVESTING  IN  SECURITIES  WITH HIGHER THAN
     AVERAGE RISK,  SUCH AS LOWER RATED AND UNRATED DEBT AND  COMPARABLE  EQUITY
     INSTRUMENTS.  PLEASE CONSULT EACH PORTFOLIO'S PROSPECTUS  ACCOMPANYING THIS
     PROSPECTUS  FOR MORE  INFORMATION  ABOUT  THE  RISK  ASSOCIATED  WITH  SUCH
     INVESTMENTS.

    THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS STATED  OBJECTIVE.
MORE  DETAILED   INFORMATION,   INCLUDING  A  DESCRIPTION  OF  EACH  PORTFOLIO'S
INVESTMENT  OBJECTIVE  AND  POLICIES  AND A  DESCRIPTION  OF RISKS  INVOLVED  IN
INVESTING IN EACH OF THE PORTFOLIOS AND OF EACH  PORTFOLIO'S  FEES AND EXPENSES,
IS  CONTAINED  IN THE  PROSPECTUS  FOR THE  PORTFOLIO,  CURRENT  COPIES OF WHICH
ACCOMPANY THIS PROSPECTUS.  INFORMATION  CONTAINED IN THE PROSPECTUSES SHOULD BE
READ CAREFULLY BEFORE INVESTING IN A PORTFOLIO 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 is 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
    We do not control the Portfolios and cannot and do not guarantee that any of
the Portfolios will always be available for Premium  allocations or Accumulation
Value  transfers.  We retain the right,  subject to any applicable  law, to make
certain  changes in the  Variable  Account and its  investments.  We reserve the
right to  eliminate  the shares of any  Portfolio  held by a  Subaccount  and to
substitute  shares of  another  Portfolio,  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 our 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 your interest in a Subaccount  will not be made without
prior notice to you 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.
    New  Subaccounts  may be established,  or existing  Subaccounts  eliminated,
when, in our sole  discretion,  marketing,  tax,  investment or other conditions
warrant such a change.  If a Subaccount  is  eliminated,  we will notify you and
request a reallocation of the amounts invested in the eliminated Subaccount.  If
you do not  reallocate  these  amounts,  we will reinvest them 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, we may make changes in the
Policy 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,  we also  may  transfer  the  assets  of the  Variable  Account
associated with the Policies to another account or accounts.
  
                                     12
<PAGE>

O   THE FIXED ACCOUNT
    This  Prospectus is 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.
    PREMIUM  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 IS
GENERALLY  SUBJECT TO THE  PROVISIONS OF THE 1933 OR 1940 ACTS, AND WE HAVE 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 our assets  except those  segregated in the
Variable Account or in any other separate investment  account.  You may allocate
Premium to the Fixed  Account or transfer  amounts from the Variable  Account to
the Fixed Account.  Instead of you bearing the  investment  risk, as is the case
for Accumulation Value in the Variable Account, we bear the full investment risk
for all  Accumulation  Value in the Fixed  Account.  We have sole  discretion to
invest the assets of our general account,  including the Fixed Account,  subject
to applicable law.
    We  guarantee  to credit  interest  to  amounts  in the Fixed  Account at an
effective  rate of at least 4% per year.  (After the expense  charge is applied,
the net effective rate is 3.3% for Policy years 1-10, and 3.45% for Policy years
11 and subsequent.  We may, IN OUR SOLE DISCRETION,  credit amounts in the Fixed
Account  with  interest  at a current  interest  rate in excess of 4%.) Only one
transfer out of the Fixed Account is allowed each Policy Year.  (This limit does
not  apply  under the  Dollar  Cost  Averaging  or Asset  Allocation  programs).
Moreover,  the maximum amount that can be  transferred  out of the Fixed Account
during any  Policy  Year is 10% of Fixed  Accumulation  Value on the date of the
transfer. No charge is imposed on such transfers. We reserve the right to modify
transfer  privileges  at any time.  (SEE  "ALLOCATION  OF PREMIUM:  TRANSFERS.")
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 Surrender Charge. (SEE "CHARGES AND FEES:  SURRENDER CHARGES.") For
purposes of crediting  interest,  the most recent  payment or transfer  into the
Fixed  Account,  plus  interest  allocable  to  that  payment  or  transfer,  is
considered to be withdrawn or transferred out last; the next most recent payment
plus  interest is considered to be  transferred  out next,  and so on (this is a
"last-in, first-out" procedure).
    We guarantee  that,  upon Death or the Policy  Maturity  Date, the amount in
your Fixed  Account will be not be less than the amount of Premium  allocated or
Accumulation  Value  transferred  to the  Fixed  Account,  plus  interest  at an
effective rate of 4% per year, plus any excess  interest  credited to amounts in
the Fixed  Account,  less that part of the Monthly  Deduction  allocable  to the
Fixed Account and less any amounts deducted from the Fixed Account in connection
with partial  withdrawals  (including any Surrender Charges) or transfers to the
Variable Account or to the Loan Account.

    WE HAVE COMPLETE AND SOLE DISCRETION TO DETERMINE THE CURRENT INTEREST RATES
OF THE FIXED ACCOUNT. WE CANNOT PREDICT OR GUARANTEE THE LEVEL OF FUTURE CURRENT
INTEREST  RATES OF THE FIXED  ACCOUNT,  EXCEPT TO GUARANTEE  THAT FUTURE CURRENT
INTEREST RATES WILL NOT BE BELOW AN EFFECTIVE  RATE OF 3.3% PER YEAR  COMPOUNDED
ANNUALLY.  YOU BEAR THE RISK THAT CURRENT  INTEREST  RATES OF THE FIXED  ACCOUNT
WILL NOT EXCEED AN EFFECTIVE RATE OF 3.3% PER YEAR.

O   TRANSFERS
    Subject to the limitations and restrictions  described below,  transfers out
of a Subaccount of the Variable  Account may be made any time after the Right to
Examine  period  and prior to death or the  Policy  Maturity  Date,  by  sending
written  notice,  signed  by you,  to us.  Transfers  also may be  requested  by
telephone,  subject  to  the  provisions  described  below  under  "THE  POLICY:
TELEPHONE TRANSACTIONS." We reserve the right, at any time and without notice to
any party,  to modify the transfer  privileges  under the Policy.  Transfers are
effective on the date we receive your request.
    After the Right to Examine period, you 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.  Transfers out of a Subaccount  currently may be
made as often as you wish (we reserve  the right to limit or restrict  transfers
in the future or to eliminate the transfer  privilege).  We reserve the right to
restrict  transfers  from the Variable  Account to the Fixed  Account of amounts
previously transferred from the Fixed Account for up to six months.
    A transfer  fee of $10 may be imposed  for any  transfer in excess of 12 per
Policy Year. The transfer fee is deducted from the amount transferred. The first
12 transfers each Policy year are free.
    Transfers from the Fixed Account currently may be made only 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 is 10% of the Fixed  Accumulation Value
on the date of the transfer.
                                       13
  
<PAGE>

  The Policy is designed as a long-term  investment  to provide  death benefit
protection, and may also be used as a part of your retirement or other financial
planning.  The Policy is not  intended  for active  trading or "market  timing."
Excessive  transfers  could harm  other  Policy  Owners by having a  detrimental
effect on portfolio  management  (which could occur,  for example,  if it caused
excessive  commission expense or caused the manager to keep higher cash reserves
than  otherwise).  Therefore,  we  reserve  the  right to limit  the  number  of
transfers from the Subaccounts of the Variable Account and the Fixed Account if:
(a) we believe that excessive trading by the Policy Owner or a specific transfer
request  would  have a  detrimental  effect on  Accumulation  Value or the share
prices  of  the  Portfolios;  or  (b) we are  informed  by  one or  more  of the
Portfolios 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,  we may accept your  authorization  of third party
transfers  on your behalf,  subject to our rules.  We may suspend or cancel such
acceptance at any time. For example, third party transfers on by "market timers"
could be suspended if they cause harm to other Policy Owners. We will notify you
of any such  suspension or  cancellation.  We may restrict the  availability  of
Subaccounts  and the Fixed Account for Transfers  during any period in which you
authorize  such  third  party to act on your  behalf.  We will  give  you  prior
notification  of any  such  restrictions.  However,  we will  not  enforce  such
restrictions if we are provided with satisfactory  evidence that: (a) such third
party has been  appointed  by a court of competent  jurisdiction  to act on your
behalf;  or (b) such third party has been appointed by you to act on your behalf
for all your financial affairs.

O   DOLLAR COST AVERAGING
    Dollar cost averaging is a process whose objective is to shield  investments
from short term price fluctuations.  Since the same dollar amount is transferred
to selected Subaccounts each month, over time more purchases of Portfolio shares
are made when the value of those shares is low,  and fewer shares are  purchased
when the value is high. As a result,  a lower than average cost of purchases may
be achieved over the long term.  While this process allows you to take advantage
of investment price fluctuations, it does not assure a profit or protect against
a loss in declining markets.
    Our dollar cost averaging program allows you to automatically transfer, on a
periodic basis, a predetermined  amount or percentage  specified by you from any
one  Subaccount  or the  Fixed  Account  to any  Subaccount(s)  of the  Variable
Account. The automatic transfers can occur monthly, quarterly, semi-annually, or
annually, and the amount transferred each time must be at least $100 and must be
$50 per  Subaccount.  At the time the  program  begins,  there  must be at least
$5,000 of Accumulation  Value in the applicable  Subaccount or the Fixed Account
being  transferred  from.  If  transfers  are made from the Fixed  Account,  the
maximum  periodic  transfer amount is 10% of that account's value at the time of
election, or a sufficient amount to provide transfers for 10 months. There is no
maximum  transfer  amount  requirement  out of the  Subaccounts  of the Variable
Account.
    You 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 you,  during  which the request is  processed.  You can
specify that only a certain  number of transfers will be made, in which case the
program will terminate  when that number of transfers has been made.  Otherwise,
the  program  will  terminate  when  the  amount  remaining  in  the  applicable
Subaccount or, if applicable, the Fixed Account, is less than $500.
    You can increase or decrease the amount or  percentage  of the  transfers or
discontinue  the program by notifying  us of the change.  There is no charge for
participation in this program.

O   ASSET ALLOCATION PROGRAM
    Under the Asset Allocation Program,  you can instruct us to allocate premium
and  Accumulation  Value among the  Subaccounts of the Variable  Account and the
Fixed Account pursuant to allocation  instructions you specify or recommended by
us and approved by you. We will rebalance  your Policy's  assets on a quarterly,
semi-annual or annual basis, as specified by you, to ensure conformity with your
allocation  instructions.  Such asset  rebalancing  is intended to transfer cash
value from Subaccounts that have increased in value to those that have declined,
or not increased as much, in value. Over time, this method of investing may help
you to "buy  low  and  sell  high,"  although  there  can be no  assurance  this
objective will be achieved.
    Transfers of  Accumulation  Value made  pursuant to this program will not be
counted in determining whether the Transfer Fee applies. At the time the program
begins, there must be at least $10,000 of Accumulation Value under the Policy.
    You  can  request   participation  in  the  Asset  Allocation  Program  when
purchasing  the  Policy  or at a later  date.  You can  change  your  allocation
percentage or discontinue the program by notifying us of the change. There is no
charge for participation in this program.
  
                                     14
<PAGE>

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

O   POLICY APPLICATION AND ISSUANCE
    To purchase a Policy, you must submit an application and provide evidence of
insurability  of the  proposed  Insured.  The initial  premium also must be paid
before we will issue the  Policy.  We will not issue a Policy if the  Insured is
older than age 90. Before accepting an application,  we conduct  underwriting to
determine insurability. We reserve the right to reject an application or premium
for any reason.  If a Policy is not issued,  we will return any premium  payment
you submitted. If a Policy is issued, it will be effective on the date of issue.

O   PREMIUM PAYMENTS
    The Policy is  designed to provide you with life  insurance  protection  and
flexibility  with the amount and frequency of premium  payments and the level of
life insurance  proceeds  payable under the Policy.  The minimum initial premium
required  is a planned  premium  to  maintain  an  initial  Specified  Amount of
coverage  until the next planned  premium is due.  Your initial  premium will be
credited  to the  Policy on the date the  Policy  is  issued.  Premiums  will be
allocated  to the Money Market  portfolio  until the end of the Right to Examine
period.  You may purchase a Policy with the  proceeds of another life  insurance
policy, provided that the applicable application forms are completed. IT MAY NOT
BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH A POLICY.
    After the first  premium  payment,  you must only make  premium  payments as
necessary  to maintain  the  Specified  Amount of coverage  that you  purchased.
Planned  premiums may be paid annually,  semiannually,  or at other intervals we
offer. Beginning with the second Policy Year, you may change the planned premium
once each year, subject to our approval. The planned premium is flexible.
    Additional payments that increase the Specified Amount may be made until the
Insured  attains  age  90,  subject  to our  underwriting  requirements  and our
approval.
    We  reserve  the right to limit  premiums  or refund  any values in order to
qualify this policy as life insurance  under the Internal  Revenue Code of 1986,
as  amended.  If  additional  Premium  is  accepted,  we will  credit it to your
Policy's Accumulation Value pursuant to your current accumulation  instructions,
unless you provide other instructions as of the date underwriting was completed.

    ACCUMULATION VALUE
    On the date of issue the  Accumulation  Value equals the initial net premium
less the Monthly  Deduction for the first month.  The net premium is the premium
less the premium charges for tax and premium processing expenses. On any Monthly
Deduction Date after the date of issue the Accumulation Value equals:

    (a) the total of the values in each  Subaccount;  plus 
    (b) the  accumulation value of the  Fixed  Account;  plus
    (c) the  accumulation  value of the loan Account; less 
    (d) the Monthly Deduction for the current month.

    The value for each Subaccount equals:

    (a) the current number of Accumulation Units;  multiplied by
    (b) the current unit value.

    Each net  premium  allocated  to the  Variable  Account  is  converted  into
Accumulation Units. This is done by dividing the net premium by the Accumulation
Unit value for the Valuation Period during which the net premium is allocated to
the Variable  Account.  The initial  Accumulation Unit value for each Subaccount
was set when the  Subaccount  was  established.  The 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; divided by
    (b) the total number of  Accumulation  Units held in the  Subaccount  on the
        Valuation Date, before the purchase or redemption of any shares on that 
        date.
                                       15
<PAGE>

    The  Accumulation  Value of the Fixed Account on any Monthly  Deduction Date
before deducting the Monthly Deduction equals:

    (a) the  value  as of the  last  Monthly  Deduction  Date;  plus 
    (b) any net premiums credited since the last Monthly Deduction Date; plus
    (c) any transfers  from the  Subaccounts to the Fixed Account since the last
        Monthly Deduction Date; plus
    (d) any transfers  from the Loan Account to the Fixed Account since the last
        Monthly Deduction Date; less
    (e) any transfers from the Fixed Account to the  Subaccounts  since the last
        Monthly Deduction Date; less
    (f) any transfers  from the Fixed Account to the Loan Account since the last
        Monthly Deduction Date; less
    (g) any  partial  withdrawals  and  surrender  charge  taken  from the Fixed
        Account since the last Monthly Deduction Date; plus
    (h) interest credited on the balance.

    The Cash  Surrender  Value is the  Accumulation  Value less any  outstanding
Policy loans and unpaid loan interest and less any applicable Surrender Charge.

O   LAPSE
    If there is no  outstanding  Policy  loan,  the  Policy  will lapse if, on a
Monthly  Deduction  Date,  the  Accumulation  Value is not  enough  to cover the
Monthly  Deduction due on that date (subject to the No-Lapse  Provision),  and a
grace  period  expires  without a  sufficient  premium  payment.  If there is an
outstanding  loan, the Policy will lapse on any Monthly  Deduction Date when the
Cash Surrender Value is insufficient to cover the Monthly Deduction and any loan
interest  due on that date  (subject  to the  No-Lapse  Provision),  and a grace
period expires without a sufficient  premium payment.  A lapse of the Policy may
result in adverse tax consequences.

O   GRACE PERIOD
    If there is no  outstanding  policy loan, the grace period will begin on any
Monthly  Deduction  Date when the  Accumulation  Value is not  enough to pay the
Monthly  Deduction,  subject to the NO-LAPSE  PERIOD  provision.  If there is an
outstanding  policy loan,  the grace period will begin on any Monthly  Deduction
Date when the cash  surrender  value is not enough to pay the Monthly  Deduction
and any loan interest due, subject to the NO-LAPSE PERIOD provision.
    We will allow 61 days from the start of the grace  period for the payment of
an amount  large  enough to pay all unpaid  Monthly  Deductions  and unpaid loan
interest.  This  policy  will remain in force  during the grace  period.  If the
payment is not received by the end of the grace  period,  this policy will lapse
as of the first day of the grace period.  If the death of the Insured  occurs on
the  Monthly  Deduction  Date or during the grace  period,  any past due Monthly
Deductions  and unpaid loan interest will be deducted in  determining  the death
benefit.
    Insurance coverage continues during the grace period, but the Policy will be
deemed to have no Accumulation Value for purposes of Policy loans, surrender and
withdrawals.

O   NO-LAPSE PERIOD
    The Policy  contains a provision  that can prevent it from lapsing,  even if
the cash  surrender  value is  insufficient  to pay the  monthly  deduction,  if
certain conditions are met. This provision applies only if:

    (a) either the  minimum  monthly  premium or the  lifetime  monthly  premium
        requirement has been met; and
    (b) the policy has never been reinstated; and
    (c) no  Additional  Insured  Term  Insurance  Rider  covering the Insured is
        attached.

The  minimum  monthly  premium  per $1,000 of  Specified  Amount and the minimum
No-Lapse  Period are shown on the policy  data  pages.  If you meet the  minimum
monthly premium  requirement,  then the policy will not lapse during the minimum
No-Lapse Period, if applicable.

The minimum  monthly  premium  requirement is met on any Monthly  Deduction Date
when the total premiums paid since the policy's date of issue,  less any partial
withdrawals  accumulated  at 4% interest and less any  outstanding  policy loan,
equals or exceeds the minimum monthly premium accumulated at 4% interest.

The lifetime  monthly  premium per $1,000 of  Specified  Amount and the lifetime
No-Lapse  Period are shown on the policy  data pages.  If you meet the  lifetime
monthly premium requirement,  then the policy will not lapse during the lifetime
No-Lapse Period, if applicable.
                                       16
<PAGE>

The lifetime  monthly premium  requirement is met on any Monthly  Deduction Date
when the sum of premiums paid since the policy's date of issue, less any partial
withdrawals  accumulated at 4% interest and less any  outstanding  policy loans,
equals or exceeds the lifetime monthly premium accumulated at 4% interest.

O   TELEPHONE TRANSACTIONS
     You may make transfers,  partial withdrawals,  and/or change the allocation
of  subsequent  Premium  payments,  by  telephone if you  previously  authorized
telephone  transactions  in writing  to us. We will not be liable for  following
instructions  communicated by telephone that we believe to be genuine.  However,
we will employ reasonable  procedures to confirm that instructions  communicated
by telephone  are genuine.  If we fail to do so, we may be liable for any losses
due to unauthorized or fraudulent  instructions.  All telephone requests will be
recorded on voice recorder equipment for your protection.  When making telephone
requests,  you will be required to provide your social  security  number  and/or
other information for identification purposes.
     Telephone  requests  must be  received by us no later than the close of the
New York Stock Exchange  ("NYSE")(usually 3:00 p.m. Central time) in order to be
processed that day. Telephone transfer requests received later will be processed
the next  day the  NYSE is open.  The  telephone  transaction  privilege  may be
discontinued at any time as to some or all Policy Owners.

O    MATURITY DATE
     The Policy's  maturity date is the Policy  Anniversary  next  following the
Insured's  100th  birthday.  On the  maturity  date we will pay you the Policy's
Accumulation Value (less any outstanding Policy loans and unpaid loan interest),
if (a) the Insured is then living; (b) this Policy is in force; and (c) coverage
beyond  maturity is not elected.  There may be little or no cash surrender value
at that  time.  The  Policy  may  terminate  prior to the  maturity  date if the
premiums paid and Accumulation Value are insufficient to continue this Policy in
force.

O   COVERAGE BEYOND MATURITY
     Within  thirty days of the maturity  date of this policy,  you may elect to
continue the policy in force beyond the maturity date. The election must be made
by written request. The following will apply:

    (a) The  allocation of the  Accumulation  Value to the  Subaccounts  and the
        Fixed Account will be maintained according to your instructions;
    (b) The cost of insurance  charge will be zero;  
    (c) The risk charge will be zero;
    (d) The  administrative  charge  will  be  zero;
    (e) The  corridor percentage  will be fixed at 1% ; 
    (f) The death benefit option will be fixed at Option 1;
    (g) Any riders  attached to the policy that are then in force will end;  
    (h) The Insured's date of death will be considered this policy's maturity 
        date.

All other  rights and  benefits as  described  in the policy  will be  available
during  the  lifetime  of the  Insured,  except  that we  will  not  accept  any
additional premium payments after coverage beyond maturity has been elected.

- - - -----------------------------------------------------------
DISTRIBUTIONS

O   POLICY LOANS
     After the first  Policy Year (from the Date of Issue in  Indiana),  you may
obtain a loan for up to 100% of the Cash  Surrender  Value less loan interest to
the end of the Year and less one monthly deduction. This Policy must be assigned
to us as sole  security for the loan. We will transfer all loan amounts from the
Fixed  Account and the  Subaccounts  to the Loan  Account.  The amounts  will be
transferred on a pro rata basis.
    Loan interest is payable at a rate of 5.7% in advance (6.0% effective annual
rate).  Interest is due on each Policy Anniversary.  If the interest is not paid
when due, we will  transfer an amount equal to the unpaid loan interest from the
Fixed Account and the  Subaccounts,  to the Loan Account on a pro rata basis. We
will credit 4% interest to any amounts in the Loan Account, except amounts equal
to a Preferred Loan as described  below,  for a net annual Loan interest rate of
2%.
    The death benefit will be reduced by the amount of any loan  outstanding  on
the date of the  Insured's  death.  We may  defer  making a loan for six  months
unless the loan is to pay premiums to us.
    A Preferred  Loan is available  on existing  and new loans  beginning in the
10th Policy Year. A Preferred Loan will be credited with 6% interest,  for a net
annual Preferred Loan interest rate of 0%.
                                       17
  

<PAGE>

  All or part of a loan may be  repaid  at any time  while  the  Policy  is in
force. The amount of a loan repayment will be deducted from the Loan Account and
will be  allocated  among  the Fixed  Account  and the  Subaccounts  in the same
percentages as the Accumulation Value on the date repayment. You should identify
any payment intended to reduce a loan as a loan repayment; otherwise, it will be
added to the Accumulation Value (i.e., treated as a premium).

O   SURRENDER
    While the  Insured  is alive,  you may  terminate  this  Policy for its Cash
Surrender Value. If you request a cash surrender, the Policy must be returned to
us to receive the Cash Surrender Value
    With regard to amounts  allocated to the Fixed  Account,  the Cash Surrender
Value  will be equal  to or  greater  than the  minimum  Cash  Surrender  Values
required by the State in which this Policy was delivered.  The value is based on
the  Commissioners  1980  Standard  Mortality  Table,  the insured's age at last
birthday,  with interest at 4%. Also,  Surrenders  are taxable and a 10% federal
tax penalty may apply.  (SEE "TAX MATTERS.") A SURRENDER CHARGE MAY BE DEDUCTED.
We may defer  payment of a cash  surrender  from the Fixed Account for up to six
months.

o   PARTIAL WITHDRAWALS
    After the first  Policy  Year,  you may  withdraw  part of the  Accumulation
Value. A surrender  charge may be deducted.  Withdrawals are made beginning with
the most recent Premium payment.  The minimum partial withdrawal amount is $250.
The maximum partial  withdrawal amount is an amount such that the remaining cash
surrender value is not less than $500 and the Specified  Amount is not less than
$100,000 in Policy years one through five or not less than $50,000 thereafter.
    If Death Benefit  Option 1 is in effect,  the following  will apply for each
partial withdrawal:

    (a) the  current  Specified  Amount  will be  reduced  by the  amount of the
        withdrawal; and 
    (b) the Accumulation Value will be reduced by:
         (1) the amount of the withdrawal; and
         (2) the  surrender  charge   applicable  to  the  decrease  in  current
             Specified Amount, as described in the SURRENDER CHARGE provision.

    We will send you an amendment showing the current Specified Amount after the
withdrawal.

    If Death  Benefit  Option 2 is in  effect,  the  Accumulation  Value will be
reduced by the amount of the withdrawal.

    The amount of cash  withdrawal  requested and any  surrender  charge will be
deducted  from  the  Accumulation  Value  on the date we  receive  your  written
request.  Partial  withdrawals will result in cancellation of Accumulation Units
from each  applicable  Subaccount.  In the  absence  of  instructions  from you,
amounts will be deducted  from the  Subaccounts  and the Fixed  Account on a pro
rata  basis.  No more than a pro rata  amount  may be  withdrawn  from the Fixed
Account for any partial  withdrawal.  We reserve the right to defer  withdrawals
from the  Fixed  Account  for up to six  months  from the date we  receive  your
written request.

    Partial  withdrawals  may change the minimum and  lifetime  monthly  premium
requirements  applicable to the NO-LAPSE PERIOD provision.  Partial  withdrawals
may be taxable and subject to a 10% federal tax penalty.


O   DEATH BENEFIT

CHANGE IN SPECIFIED AMOUNT
After the first  year,  you may change the  current  Specified  Amount once each
year.

You  must  apply  for  any  increase  in  current  Specified  Amount  with a new
application  and  provide  evidence  of  insurability  satisfactory  to us.  The
Specified Amount may not be increased after the Insured attains age 90.

Any  decrease  in current  Specified  Amount  will be subject to the  applicable
surrender charge as described in the SURRENDER CHARGE provision. A decrease will
be subject to a minimum  Specified Amount of $100,000  remaining in force during
policy years one through five and $50,000 remaining in force thereafter.

An  increase  or decrease  will go into  effect on the  Monthly  Deduction  Date
following the date we approve the change.  We will send you an amendment showing
the current Specified Amount after the change.

An  increase or  decrease  in current  Specified  Amount will change the minimum
monthly  premium and lifetime  monthly  premium  requirements  applicable to the
NO-LAPSE PERIOD provision.
                                       18
<PAGE>


DEATH BENEFIT OPTIONS
The death benefit  equals  either death benefit  Option 1 less any loan or death
benefit  Option 2 less any loan. We will pay the death benefit  according to the
death  benefit  option  in  effect at the time of the  Insured's  death.  Unless
otherwise requested, Option 1 is in effect.

The Option 1 Death Benefit is the greater of:

    (a) the current  Specified  Amount (i.e., on the date of death);  or 
    (b) the policy's Accumulation Value on the date of death plus the corridor
        amount.

The Option 2  Death Benefit is  the policy's  Accumulation  Value on the date of
death plus the greater of:

    (a) the current  Specified  Amount (i.e., on the date of death);  or
    (b) the corridor amount.

The corridor amount is the Accumulation Value on the date of death multiplied by
the corridor  percentage  from the table shown below for the Insured's  attained
age.

- - - ---------------------------------------------------------
Attained  Corridor  Attained Corridor Attained Corridor
   Age    Percentage  Age   Percentage  Age    Percentage
- - - ---------------------------------------------------------
  0-40      150%      54       57%       68       17%
   41       143%      55       50%       69       16%
   42       136%      56       46%       70       15%
   43       129%      57       42%       71       13%
   44       122%      58       38%       72       11%
   45       115%      59       34%       73       9%
   46       109%      60       30%       74       7%
   47       103%      61       28%     75-90      5%
   48        97%      62       26%       91       4%
   49        91%      63       24%       92       3%
   50        85%      64       22%       93       2%
   51        78%      65       20%       94       1%
   52        71%      66       19%     95-100     0%
   53        64%      67       18%      100+      1%
- - - ---------------------------------------------------------

After the first year,  you may change the death  benefit  option once each year.
The change  will take effect on the  Monthly  Deduction  Date after we receive a
written  request for change,  at which time the death  benefit  will reflect the
change in option.

Changes  in the death  benefit  option  may  result  in a change in the  current
Specified  Amount.  We will increase or decrease the current Specified Amount to
maintain the death benefit that was in effect  before the death  benefit  option
change.  Any decrease  resulting  from a change in death benefit  option will be
subject to the applicable  surrender charge as described in the SURRENDER CHARGE
provision.

We will send you an amendment showing the death benefit option in effect and the
current Specified Amount after the change.

An  increase  or decrease in current  Specified  Amount  resulting  from a death
benefit  option  change  will change the minimum  monthly  premium and  lifetime
monthly premium requirements applicable to the NO-LAPSE PERIOD provision.


O   PAYMENT OF PROCEEDS
    While the  Insured is alive,  you may choose to have  Proceeds  that  become
payable  paid under any  combination  of the fixed and variable  payout  options
shown in this Policy. A Beneficiary may also have the Death Benefit applied to a
payout  option.  If another  option is not chosen  within 60 days of the date we
receive due proof of death, we will make payment in a lump sum.
    We  reserve  the right to pay the  Proceeds  in one sum when it is less than
$2,000,  or when the option of payment chosen would result in periodic  payments
of less than $20. Payees must be individuals  who receive  payments in their own
behalf  unless  otherwise  agreed to by us. Any option  chosen will be effective
when we acknowledge it.
    We  may  require proof of your age or survival or the age or survival of the
Payee.
    The  guaranteed  minimum  interest  rate used in the fixed  payout  options
is 3%. We may pay or credit additional interest annually in our sole discretion.
                                       19
<PAGE>
  
    When the last Payee dies, we will pay to the estate of that Payee any amount
on deposit, or the then present value of any remaining guaranteed payments under
a fixed option.

FIXED PAYMENTS
    Fixed  payments  are  available  under all six  Payout  Options  below.  The
Proceeds will be  transferred to our general  account,  and the Payments will be
fixed in amount by the provisions selected and the age and sex (if consideration
of sex is allowed) of the Payee.  The guaranteed  effective annual interest rate
used in the  Payout  Options  is 3%.  We may,  at our sole  discretion,  declare
additional  interest to be paid or credited annually for Payout Options 1, 2, 3,
or 6. The  guaranteed  amounts are based on the 1983a  Mortality  Table,  and 3%
guaranteed interest rate.
Current amounts may be obtained from us.

VARIABLE PAYMENTS
    Only Payout  Options 2, 4, and 6 are  available for variable  payments.  The
dollar  amount of the first  monthly  payment will be determined by applying the
Proceeds allocated to variable  Subaccounts to the Variable Payout Options table
shown in the Policy  applicable  to the  Payout  Option  chosen.  The tables are
determined from the 1983a Mortality Table with an assumed investment rate of 4%.
If more than one Subaccount has been selected,  the  accumulation  value of each
Subaccount is applied separately to the applicable table to determine the amount
of the first payment attributable to that particular Subaccount.
    All variable  payments other than the first will vary in amount according to
the investment  performance of the  applicable  Subaccounts.  The amount of each
subsequent  payment  equals  the  number  of  Variable  Payment  Units  for each
Subaccount as  determined  for the first  payment,  multiplied by the value of a
Variable Payment Unit for that Subaccount 10 days prior to the date the variable
payment is due. This amount may increase or decrease from month to month.
    If the net  investment  return of a Subaccount for a payment period is equal
to the pro-rated portion of the 4% annual assumed  investment rate, the variable
payment  attributable  to that Subaccount for that period will equal the payment
for the prior period.  To the extent that such net investment  return exceeds an
annualized rate of 4% for a payment period,  the payment for that period will be
greater than the payment for the prior period and to the extent that such return
for a period  falls  short of an  annualized  rate of 4%, the  payment  for that
period will be less than the payment for the prior period.  A charge equal on an
annual  basis to 1.20% of the daily net asset value of the  Variable  Account is
applied in calculating variable payouts.
    More details about variable payments are included I Appendix A.

TRANSFERS BETWEEN FIXED AND VARIABLE SUBACCOUNTS
    The Payee may exchange the value of a designated  number of Variable Payment
Units of a particular Subaccount into other Variable Payment Units, the value of
which would be such that the dollar  amount of a payment made on the date of the
exchange would be unaffected by the fact of the exchange.  No more than four (4)
exchanges may be made within each Policy year.
    Transfers may be made between Subaccounts and from a Subaccount to the Fixed
Account.  No  exchanges  may be made  from the  Fixed  Account  to the  variable
Subaccounts.  Transfers will be made using the variable  payment unit values for
the Valuation Period during which any request is received by us.

O   PAYMENT OPTIONS

     OPTION 1 -- PROCEEDS  HELD ON DEPOSIT AT INTEREST.  While the  Proceeds are
     held by us, we will annually:
         (a)  pay interest to the Payee; or
         (b)  add interest to the Proceeds.
     OPTION 2 -- INCOME  OF A  SPECIFIED  AMOUNT.  We will pay the  Proceeds  in
    monthly  installments  of  a  specified  amount  until  the  Proceeds,  with
    interest, have been fully paid.
     OPTION 3 -- INCOME FOR A  SPECIFIED  PERIOD.  We will pay the  Proceeds  in
    installments  for the number of years you choose.  The  monthly  incomes for
    each $1,000 of Proceeds, shown in the table set forth in the Policy, include
    interest. We will provide the income amounts for payments other than monthly
    upon request.
     OPTION 4 -- LIFETIME  INCOME.  We will pay the Proceeds as a monthly income
    for as long as the Payee lives.  The following guarantees are available:
         GUARANTEED  PERIOD - The  monthly  income  will be paid  for a  certain
        number of years and as long thereafter as the Payee lives; or
         GUARANTEED  AMOUNT  (INSTALLMENT  REFUND) - 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 Payee lives.
                If a fixed Payment Option is chosen,  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 1983a  Mortality  Table and
        interest  at 3% or, if more  favorable  to the Payee,  our then  current
        lifetime  monthly  income rates for payment of  Proceeds.  If a variable
                                       20
<PAGE>

        Payout  Option is chosen,  all variable  payments,  other than the first
        variable  payment,  will  vary in  amount  according  to the  investment
        performance of the applicable Subaccounts.
                NOTE  CAREFULLY.  If no  guarantee  is elected and the life only
        option has been  chosen,  then IT WOULD BE POSSIBLE FOR ONLY ONE PAYMENT
        TO BE MADE if the Payee(s) were to die before the due date of the second
        payment;  only two Payments if the  Payee(s)  were to die before the due
        date of the third  payment;  and so forth.  When the last Payee dies, we
        will pay to the estate of that Payee any remaining  guaranteed  Payments
        under a fixed payout option.
     OPTION 5 -- LUMP SUM.  The Proceeds will be paid in one sum.
     OPTION 6 -- ALTERNATIVE  SCHEDULE.  Upon request and if available,  we will
    provide  payments for other options,  including joint and survivor  periods.
    Certain options may not be available in some States.
If  payments  are  being  made  under  Option  2 or 3 and  do not  involve  life
contingencies,  then you may surrender the Policy and receive the commuted value
of any unpaid payments.

    Additional information about any Payout Option may be obtained by contacting
us.

- - - -----------------------------------------------------------
CHARGES AND FEES

O   CHARGES DEDUCTED UNDER THE POLICY

DEDUCTIONS FROM PREMIUM
    We deduct  the  following  expenses  from each  Policy  premium  payment  we
receive:  3.75% of each premium payment for state and federal tax expenses,  and
$2 for our premium processing expenses.

MONTHLY DEDUCTION
    On each  Monthly  Deduction  Date,  we deduct a MONTHLY  DEDUCTION  from the
entire  Accumulation  Value equal to: (a) the COST OF INSURANCE  for the current
month;  plus (b) the COST OF ANY RIDERS for the current month; plus (c) the RISK
CHARGE;  plus (d) the  ADMINISTRATIVE  CHARGE  (except no monthly  deduction  is
deducted on or after the Policy Anniversary when the age of the Insured is equal
to 100).  (These  charges are described  below.) The Monthly  Deduction  will be
deducted from the  Subaccounts and the Fixed Account on a pro rata basis on each
Monthly  Deduction Date. No Monthly  Deduction is deducted from the Accumulation
Value after coverage beyond maturity is elected.
    Each charge is  deducted in the  following  manner:  first,  all charges are
calculated,  based on the  Accumulation  Value  on the  Monthly  Deduction  Date
(before  monthly  charges are deducted,  but  reflecting  charges  deducted from
Subaccount  assets),  and then deducted.  The Monthly  Deduction is deducted pro
rata from the Accumulation Value in the Subaccounts and the Fixed Account.

    COST OF INSURANCE CHARGE.

    The guaranteed  cost of insurance each month used in calculating the Monthly
Deduction equals:

        (a) the net amount at risk for the month; multiplied by
        (b) the guaranteed  cost of  insurance  charge per  $1,000 of  Specified
            Amount; divided by 
        (c) 1,000.

    The guaranteed  monthly cost of insurance charge for each $1,000 is shown on
    the Policy data pages.  The charge is based on the  Insured's  attained age,
    duration, sex (except in Montana), and risk and rate classes.

    The net amount at risk in any month equals:

        (a) The death benefit; less
        (b) the Accumulation Value on the Monthly Deduction Date after deducting
            the rider charge, if any, the risk charge for the current month, and
            the administrative charge.

    We may use current cost of insurance charges less than those shown.  Current
cost of insurance  charges are based on the  Insured's  issue age, sex, risk and
  
                                     21
<PAGE>

rate classes,  the current Specified  Amount,  and the length of time the policy
has been in force.  We reserve  the right to change  current  cost of  insurance
charges.  Changes in cost of insurance  rates will be by class and will be based
on changes in future expectations of factors such as:

        (a)investment earnings;
        (b)mortality;
        (c)persistency; and
        (d)expenses.

    RISK  CHARGE.  We deduct a charge from your  Accumulation  Value  (including
amounts of Accumulation Value moved to the Loan Account as collateral for Policy
loans),  before monthly charges are deducted,  but reflecting  charges  deducted
from Subaccount  assets,  on each Monthly Deduction Date for the mortality risks
that we assume.  In Policy Years 1 through 10, this Risk Charge is equivalent to
an annual charge of 0.70% of the  Accumulation  Value,  deducted on each Monthly
Deduction Date. In Policy Years 11 and later,  this Risk Charge is equivalent to
an annual charge of 0.55% of the  Accumulation  Value,  deducted on each Monthly
Deduction  Date. The charge is deducted as 0.05833% of the  Accumulation  Value,
deducted on each Monthly  Deduction  Date,  for the first 10 Policy  Years,  and
0.04583% of the Accumulation Value, deducted on each Monthly Deduction Date, for
Policy Years 11 and  thereafter.  The mortality  risk we assume is that Insureds
may live for  shorter  periods  of time than we  estimated.  If all the money we
collect from this charge is not needed to cover death benefits and expenses, the
money is contributed to our general  account.  Conversely,  even if the money we
collect is insufficient, we will provide for all death benefits and expenses.

    ADMINISTRATIVE CHARGE. We deduct a charge of $7 from your Accumulation Value
on each Monthly  Deduction Date for the costs of issuing and  administering  the
Policy and operating the Variable Account..

    COST OF RIDERS.

        ACCELERATED   DEATH  BENEFIT  RIDER.  3% (8% in  Vermont  and  Oklahoma)
of  the  Policy's Accumulation Value at the time the election is made.

        ADDITIONAL  INSURED RIDER.  The rider cost of term insurance  equals the
rider benefit  amount,  multiplied  by the rider's cost of insurance  charge for
each  $1,000 of benefit  amount,  divided by 1,000.  This charge is based on the
Additional Insured's attained age, sex (except in Montana) and rate class.

        ACCIDENTAL  DEATH BENEFIT RIDER. The cost is determined by the Insured's
attained  age and sex (just age in Montana)  per each  $1,000 of rider  coverage
elected, multiplied by the rider benefit amount, divided by $1,000.

        DISABILITY  RIDER.  The cost is a fixed rate determined by the Insured's
attained  age and sex  (just age in  Montana)  per each  $1.00 of rider  monthly
deduction  amount  elected,  multiplied  by the amount of the monthly  deduction
amount.

        WAIVER OF SURRENDER CHARGE RIDER.  No cost.

TRANSFER CHARGES
    A transfer  fee of $10 may be imposed  for any  transfer in excess of 12 per
Policy Year. The transfer fee is deducted from the amount transferred. The first
12 transfers each Policy Year are free.

                                       22
<PAGE>

SURRENDER CHARGE
    If a Policy is totally  surrendered,  we may deduct a Surrender  Charge from
the amount requested to be surrendered. If the Policy's current Specified Amount
is decreased, we may deduct a Surrender Charge from the Accumulation Value based
on the amount of the  decrease.  The  Surrender  charge varies by issue age, sex
(except in  Montana),  risk  class,  the length of time your  Policy has been in
force and the  Specified  Amount.  For example,  a male age 35 at issue,  in the
nontobacco  risk class and the preferred  rate class,  for  surrender  charge is
$13.00 for each $1,000.00 of specified amount in the first five years, declining
to $1.00 per  $1,000.00 in the twelfth year and zero  thereafter.  The length of
the Surrender  Charge period varies depending upon the Policy Owner's issue age:
the period is 12 years  through  age 52, 11 years at age 53, 10 years at age 54,
and 9 years at age 55 and thereafter.
    The  purpose  of the  Surrender  Charge is to  reimburse  us for some of our
expenses  incurred  in  distributing  the  Policies.  The  Surrender  Charge and
Administrative  charge  may not be enough to cover all sales and  administrative
expenses which we will incur in selling the Policies.  Any shortfall,  including
but not limited to payment of sales and distribution  expenses,  would be charge
to and paid by us.

WAIVER OF SURRENDER CHARGE
     We will waive the Surrender Charge upon partial  withdrawals and surrenders
in the event you become  confined  to a  hospital  or  nursing  home,  disabled,
diagnosed  with a terminal  illness or  unemployed,  become an organ  transplant
donor or recipient, experience significant damage to your residence, or upon the
death of your spouse or minor  dependent.  Those  waivers  and any  restrictions
associated with such waivers are summarized  below (see the Policy and Rider for
complete details):
     NURSING HOME WAIVER.  The Surrender  Charge will not be imposed as a result
of any withdrawal made pursuant to your confinement,  upon the recommendation of
a  licensed  physician  for  medically   necessary  reasons,  to  the  following
facilities  for  30 or  more  consecutive  days:  (a)  a  hospital  licensed  or
recognized  as a general  hospital  by the state in which it is  located;  (b) a
hospital  recognized  as a  general  hospital  by the  Joint  Commission  on the
Accreditation  of  Hospitals;  (c) a Medicare  certified  hospital;  (d) a state
licensed  nursing home with a registered nurse on duty 24 hours a day; and (e) a
Medicare certified long term care facility.  This waiver only applies to partial
withdrawals and surrenders requested no later than 91 days after the last day of
confinement to such facility. Proof of confinement must be provided. This waiver
is not  available  if you are  confined to a hospital or nursing home on date of
issue of the Policy.
     We will not accept any  additional  premium  payments under the Policy once
the Nursing  Home Waiver has been  elected.  The Nursing  Home Waiver may not be
available in all States.
     DISABILITY  WAIVER.  The  Surrender  Charge  will not be  imposed  upon any
withdrawal  where you are  physically  disabled.  We may  require  proof of such
disability  including,  in most  States,  written  confirmation  of receipt  and
approval  of your  claim  for  Social  Security  Disability  Benefits.  Proof of
continued  disability may be required through the date of any partial withdrawal
or surrender.  We reserve the right to have you examined by a licensed physician
to verify such disability.
     We will not accept any additional  premium payments under a Policy once the
Disability  Waiver has been elected.  The Disability  Waiver is not available if
you are receiving  Social Security  Disability  Benefits on the date of issue or
are age 65 or older. The Disability Waiver may not be available in all States.
     TERMINAL  ILLNESS  WAIVER.  We will  waive  the  Surrender  Charge  for any
withdrawal where you have and are diagnosed with a terminal illness and death is
reasonably  expected  within 12 months.  We may  require  proof of such  illness
including  written  confirmation  from a  licensed  physician  (not the Owner or
Insured).  We reserve the right to have you examined by a licensed  physician to
confirm such a diagnosis.
     We will not accept any additional  premium payments under a Policy once the
Terminal  Illness  Waiver has been elected.  The Terminal  Illness Waiver is not
available if you are diagnosed  with a terminal  illness prior to or on the date
of issue. The Terminal Illness Waiver may not be available in all States.
     UNEMPLOYMENT  WAIVER.  We will waive the  Surrender  Charge for any partial
withdrawal  or surrender in the event you become  unemployed.  The  Unemployment
Waiver is  available  upon  submission  of a  determination  letter from a State
Department of Labor indicating you received  unemployment  benefits for at least
60  consecutive  days prior to the  election of such  waiver.  The  Unemployment
Waiver may be  exercised  only once and is not  available  if you are  receiving
unemployment  benefits on the date of issue. The Unemployment  Waiver may not be
available in all States.
     TRANSPLANT   WAIVER.  We  will  waive  surrender  charges  if  you  undergo
transplant surgery as an organ donor or recipient for the following body organs:
heart,  liver,  lung,  kidney,  pancreas;  or as a  recipient  of a bone  marrow
transplant.  Within 91 days of surgery, you must submit a letter from a licensed
physician  (who is not the Owner of or Insured  under this policy)  stating that
you underwent  transplant  surgery for any of these organs. We reserve the right
to have you  examined  by a  physician  of our choice and at our  expense.  This
waiver may be exercised only once per transplant surgery.
     RESIDENCE DAMAGE WAIVER.  We will waiver surrender  charges if your primary
residence  suffers  physical  damage in the  amount of $50,000 or more after the
policy  issue date.  To claim this  waiver,  submit to us a certified  copy of a
licensed  appraiser's  report  stating the amount of the damage.  This certified
                                       23

<PAGE>

copy must be submitted with 91 days of the date of the  appraiser's  report.  We
reserve the right to obtain a second  opinion by having the  affected  residence
inspected by a licensed appraiser of our choice and at our expense,  and to rely
upon our appraiser's opinion.
This waiver may be exercised only once.
     DEATH OF SPOUSE OR MINOR DEPENDENT  WAIVER. We will waive surrender charges
for one  partial  withdrawal  made  within six months of your  spouse's or minor
dependent(s)'  death. Proof of death must be submitted to us. This waiver may be
exercised  once for a spouse  and once  for  each  minor  dependent.  Subsequent
withdrawals are subject to the Surrender Charge.

PORTFOLIO CHARGES
    Each  Portfolio is  responsible  for all of its expenses.  The net assets of
each  Portfolio  will  reflect  deductions  in  connection  with the  investment
advisory fee and other expenses. Here is a table of Portfolio annual expenses:
<TABLE>
<CAPTION>

                                                    ============== ============== =================
                                                                                  Total Portfolio
Portfolio Annual Expenses1                           Management        Other           Annual
(as a percentage of average net assets)                 Fees         Expenses         Expenses
- - - --------------------------------------------------- -------------- -------------- -----------------
<S>                                                     <C>            <C>            <C>
Portfolio:
Alger American Growth                                   0.75%          0.10%           0.85%
Alger American Small Capitalization                     0.85%          0.07%           0.92%
Federated Prime Money Fund II                           0.50%          0.30%           0.80%
Federated Fund for U.S. Government Securities II        0.00%          0.80%           0.80%
Fidelity VIP II Asset Manager: Growth                   0.71%          0.29%           1.00%
Fidelity VIP II Contrafund                              0.61%          0.11%           0.72%
Fidelity VIP Equity Income                              0.51%          0.10%           0.61%
Fidelity VIP II Index 500                               0.09%          0.19%           0.28%
MFS Emerging Growth                                     0.75%          0.25%           1.00%
MFS High Income Fund                                    0.75%          0.25%           1.00%
MFS Research                                            0.75%          0.25%           1.00%
MFS Value Series                                        0.75%          0.25%           1.00%
MFS World Government                                    0.75%          0.25%           1.00%
Pioneer Capital Growth                                  0.65%          0.60%           1.25%
Pioneer Real Estate                                     1.00%          0.25%           1.25%
Scudder Global Discovery                                0.16%          1.34%           1.50%
Scudder Growth & Income                                 0.48%          0.18%           0.66%
Scudder International                                   0.88%          0.21%           1.09%
T. Rowe Price Equity Income *                           0.00%          0.85%           0.85%
T. Rowe Price International *                           0.00%          1.05%           1.05%
T. Rowe Price Limited-Term Bond *                       0.00%          0.70%           0.70%
T. Rowe Price New America Growth *                      0.00%          0.85%           0.85%
T. Rowe Price Personal Strategy Balanced *              0.00%          0.90%           0.90%
- - - --------------------------------------------------- -------------- -------------- =================
===================================================================================================
*.T. Rowe Price Funds do not itemize management fees and other expenses.
===================================================================================================

</TABLE>

For more  information  concerning the investment  advisory fee and other charges
against the Portfolios, see the prospectuses for the Portfolios,  current copies
of which accompany this Prospectus.


- - - --------
1 The fee and  expense  data  regarding  each  Series  Fund,  which are fees and
expenses  for 1996,  was  provided  to United of Omaha by the Series  Fund.  The
Series Funds are not affiliated with United of Omaha.

                                       24
<PAGE>

- - - -----------------------------------------------------------
OTHER POLICY PROVISIONS

O   NOTICE TO US
    All  notices  or  requests  under the  Policy  must be sent to us by written
notice,  unless  you have  authorized  us in writing  to  acknowledge  Telephone
Transactions from you. Written notices to us are not effective until our receipt
at this  address:  United of Omaha  Life  Insurance  Company,  Variable  Product
Services Department,  P.O. Box 8430, Omaha,  Nebraska 68103-0430.  Our toll-free
telephone number is 800-238-9354.

O   ENTIRE CONTRACT
    The entire contract is the Policy, any riders,  endorsements and amendments,
and the signed application.  All statements made in the application will, in the
absence of fraud, be deemed representations and not warranties.  We will not use
any  statement  to  contest  the  Policy  or  deny a claim  unless  it is in the
application.  Any  change of the  Policy  requires  the  written  consent  of an
executive officer.  No agent has the authority to change the Policy or waive any
of its terms.

O   RIGHT TO EXAMINE
    If you are not  satisfied  with your Policy,  you may return it to us or our
agent within 10 days (or more where required by applicable  State insurance law)
after you  receive  the  Policy or 45 days  after you  signed  the  application,
whichever  is later.  We will cancel  your  Policy as of the date any  insurance
became effective and refund the premiums paid within seven days after we receive
the returned policy.

O   DELAY OF PAYMENTS
    We will  usually  pay any amounts  payable  from the  Variable  Account as a
Policy loan, partial withdrawal or Cash Surrender within 7 days after we receive
your written request in a form satisfactory to us. We can postpone such payments
or any transfers of amounts between Subaccounts or into the Fixed Account or the
Loan  Account if: (i) the New York Stock  Exchange  ("NYSE") is closed for other
than  customary  weekend  and  holiday  closings;  (ii)  trading  on the NYSE is
restricted;  (iii) an emergency  exists as determined by the SEC, 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
(iv)  the SEC  permits  delay  for  the  protection  of  security  holders.  The
applicable rules of the SEC will govern as to whether the conditions in (iii) or
(iv) exist. We may defer payment of Policy loans,  partial withdrawals or a Cash
Surrender  from the Fixed  Account for up to six months from the date we receive
your written request.

O   CHANGE OF OWNERSHIP AND ASSIGNMENT
    You may name a new owner of the Policy by an absolute  assignment  or pledge
it as  collateral  by  assigning  it.  The  assignment  must be in  writing.  No
assignment  will be binding on us until we record and acknowledge it. We are not
responsible  for the validity or effect of an  assignment  of this  Policy.  The
rights of any  Beneficiary  will be subject to a collateral  assignment.  If the
Beneficiary of this Policy is irrevocable, a change of ownership or a collateral
assignment  may be  made  only  by  joint  written  request  from  you  and  the
irrevocable Beneficiary. A change of owner may have tax consequences.

O   BENEFICIARY
    The  Beneficiary  is named in the Policy  application  and may be  changed,
unless the  Beneficiary  is irrevocable. (SEE "BENEFICIARY CHANGE.")

O   BENEFICIARY CHANGE
    To  change a  Beneficiary,  send us a written  request.  When  recorded  and
acknowledged  by us, the change will be  effective as of the date you signed the
request. The change will not apply to any payments made or other action taken by
us before  recording.  If the  Beneficiary  is  irrevocable,  you may change the
Beneficiary  only  by  joint  written  request  from  you  and  the  irrevocable
Beneficiary.

O   MISSTATEMENT OF AGE OR SEX
    If the age or sex of the Insured has been misstated,  the Death Benefit will
be the amount  which would be  purchased  by the most  recent cost of  insurance
charge at the correct age and sex.
                                       25
<PAGE>

O   SUICIDE
    We  will not pay the Death  Benefit  if the  Insured's  death  results  from
suicide,  while sane or insane, within two years (one year in Colorado and North
Dakota) from the date of issue. Instead we will pay the sum of the premiums paid
since  issue  less any loans  and  unpaid  loan  interest  and less any  partial
withdrawals.  ....We will not pay that  portion of the Death  Benefit  resulting
from an  increase  in  Specified  Amount if the  Insured's  death  results  from
suicide,  while sane or insane, within two years (one year in Colorado and North
Dakota) from the effective date of the increase.  Instead we will pay the sum of
the premiums paid for the increase.

O   INCONTESTABILITY
    We will not contest  the  validity of the Policy  after it has been in force
during the lifetime of the Insured for two years from the date of issue.  ....We
will not contest the  validity of an  increase  in  Specified  Amount  after the
Policy has been in force  during the  lifetime of the Insured for two years from
the  effective  date of the  increase.  Any contest of an increase in  Specified
Amount will be based on the application for that increase.

O   COVERAGE BEYOND MATURITY
    Within  thirty days of the  maturity  date of the  Policy,  you may elect to
continue the Policy in force beyond the maturity date. The election must be made
by written request. The following will apply:
   0 The allocation of the  Accumulation  Value to the Subaccounts and the Fixed
     Account will be maintained according to your instructions;
   0 The cost of insurance charge will be zero; 
   0 The expense charge will be zero;
   0 The corridor percentage will be fixed at 101% ;
   0 Any riders  attached to the Policy  that are then in force will  terminate;
   0 The Insured's date of death will be considered this Policy's maturity date.
   0 All other  rights and benefits as described in the Policy will be available
     during the lifetime of the Insured.

O   REINSTATEMENT
    If this  policy  lapses  and has not  been  surrendered  for  cash,  you may
reinstate  it within  five years of the date of lapse and prior to the  maturity
date, subject to the following:  (i) we receive a written  application signed by
you and the Insured;  (ii) we receive  evidence of insurability  satisfactory to
us; (iii) we receive  payment of an amount large enough to continue  this Policy
in force for three months; and (iv)  re-establishment  of surrender charges,  if
any,   measured  from  the  original  date  of  issue.  The  effective  date  of
reinstatement will be the date we approve the application for reinstatement.
    The Specified  Amount of the reinstated  Policy may not exceed the Specified
Amount at the time of lapse.  The  Accumulation  Value on the effective  date of
reinstatement  will  equal (i) the  amount  required  in (iii)  above,  plus any
applicable  surrender  charge(s) measured from the original date of issue to the
date of  reinstatement,  and less (ii) the  Monthly  Deduction  for the  current
month.

O   NONPARTICIPATING
    The Policy does not share in our surplus  earnings or profits.  No dividends
are paid by us on this Policy.

O   OPTIONAL POLICY BENEFITS

    ACCELERATED BENEFITS RIDER. This rider allows the Policy owner to make a one
time  election  for payment in advance of a portion of the death  benefit of the
Policy if the Insured is diagnosed as having a terminal illness.

    ACCIDENTAL  DEATH BENEFIT  RIDER.  This rider  provides an accidental  death
benefit,  in an amount  selected by the Policy  Owner,  in addition to all other
benefits provided by the Policy.

    DISABILITY  RIDER.  Upon due proof of that the  Insured's  disability  began
while  the rider was in force and  continued  for at least six  months,  we will
waive  payments of the Policy's  Monthly  Deduction  amount  during the time the
Insured is disabled until the maturity date of the Policy.

    TERM INSURANCE RIDER ON ADDITIONAL  INSURED.  This rider provides  renewable
annual  term  insurance  coverage  on a person  named by the Policy  owner as an
additional  insured  under the Policy.  Such  coverage may be converted to a new
whole life policy on the Additional Insured, subject to Rider terms.
                                       26

<PAGE>

- - - -----------------------------------------------------------
TAX MATTERS

O   GENERAL
    The following is a discussion of federal income tax considerations  relating
to the Policy.  It is based upon our understanding of laws as they now exist and
are currently  interpreted by the Internal Revenue Service  ("IRS").  These laws
are complex, and tax results may vary among individuals.  If you contemplate the
purchase of or exercise of elections  under the Policy,  you are  encouraged  to
seek independent competent tax advice.

O   LIFE INSURANCE QUALIFICATION
    Section  7702 of the  Internal  Revenue  Code of 1986,  as amended  ("Code")
defines a life insurance  contract for Federal income tax purposes.  The Section
7702 definition can be met if a life insurance  contract satisfies either one of
two tests set forth in that  section.  The manner in which these tests should be
applied to certain  features of the Policy is not directly  addressed by Section
7702 or proposed  regulations  issued under that section.  The presence of these
Policy  features,  the  absence  of  final  regulations,  and the  lack of other
pertinent  interpretations  of Section 7702, thus creates some uncertainty about
the application of Section 7702 to the Policy.
    Nevertheless,  we  believe  it is  reasonable  to  conclude  that the Policy
qualifies as a life insurance contract for federal tax purposes,  so that: 
o the death benefit should be fully excludable from the  gross  income  of  the
  Beneficiary under Section 101(a)(1) of the Code; and
o you should  not  be considered in  constructive  receipt of the cash surrender
  value, including  any increases,  unless and  until it is distributed from the
  Policy. 
     If a  Policy  were  determined  not to be a  life  insurance  contract  for
purposes  of  Section  7702,  such  Policy  would  not  provide  most of the tax
advantages normally provided by a life insurance  contract.  We thus reserve the
right to make  changes in the Policy if such  changes  are deemed  necessary  to
attempt  to  assure  its  qualification  as a life  insurance  contract  for tax
purposes.

O   TAX TREATMENT OF LOANS AND OTHER DISTRIBUTIONS
    Federal tax law establishes a class of life insurance  policies  referred to
as  modified  endowment  contracts.  In almost all cases,  this Policy will be a
modified endowment contract. (SEE, HOWEVER, THE DISCUSSION BELOW IN THIS SECTION
ON A POLICY  ISSUED IN EXCHANGE FOR ANOTHER LIFE  INSURANCE  POLICY.)  Except as
specifically  noted,  the remainder of this discussion  assumes that this Policy
will be a modified endowment  contract.  Loans and partial  withdrawals from, as
well as collateral  assignments of, modified endowment contracts will be treated
as distributions to you. All pre-death  distributions  (including loans, partial
withdrawals and collateral  assignments) from these Policies will be included in
gross income on an income-first  basis to the extent of any income in the Policy
immediately before the distribution.
    The law also imposes a 10% penalty tax on pre-death distributions (including
loans, collateral assignments, partial withdrawals and complete surrenders) from
modified endowment  contracts to the extent they are included in income,  unless
such  amounts  are  distributed  on or after the  taxpayer  attains  age 59 1/2,
because the taxpayer is disabled,  or as substantially  equal periodic  payments
over the taxpayer's life (or life  expectancy) or over the joint lives (or joint
life expectancies) of the taxpayer and his or her Beneficiary.  Furthermore,  if
the loan interest is  capitalized by adding the amount due to the balance of the
loan,  the amount of the  capitalized  interest will be treated as an additional
distribution  subject  to  income  tax  as  well  as the  10%  penalty  tax,  if
applicable, to the extent of income in the Policy.
    Any Policy  issued in exchange  for a modified  endowment  contract  will be
subject to the tax treatment accorded to modified endowment contracts.  However,
we believe that any Policy issued in exchange for a life  insurance  policy that
is not a modified endowment contract will generally not be treated as a modified
endowment  contract if the death  benefit of the Policy is greater than or equal
to the death benefit of the policy being exchanged.  The payment of any premiums
at the time of or after the exchange may, however,  cause the Policy to become a
modified  endowment  contract.  You may, of course,  choose not to exercise  the
right to make  additional  payments  in order to  prevent  a Policy  from  being
treated as a modified endowment Policy.
    If a Policy that was not a modified endowment contract at issue subsequently
becomes a modified endowment contract, distributions made during the Policy year
in  which  it  becomes  a  modified  endowment  contract,  distributions  in any
subsequent  Policy  year and  distributions  within two years  before the Policy
becomes a modified  endowment  contract  will be  subject  to the tax  treatment
described  above.  This means that a  distribution  from a Policy  that is not a
modified  endowment contract could later become taxable as a distribution from a
modified endowment contract.  In addition,  regulations or other interpretations
may be issued which will apply similar tax treatment to other distributions made
in anticipation of a Policy becoming a modified endowment contract.
  
                                     27
<PAGE>

O   SPECIAL TREATMENT OF POLICY LOAN INTEREST
    If there is any borrowing against the Policy, the interest paid on loans may
not be tax deductible.

O   AGGREGATION OF MODIFIED ENDOWMENT CONTRACTS
    In  the  case  of  a  pre-death  distribution  (including  a  loan,  partial
withdrawal,  collateral  assignment  or full  surrender)  from a Policy  that is
treated as a modified endowment contract, a special aggregation  requirement may
apply for  purposes  of  determining  the  amount of the  income on the  Policy.
Specifically, if we or any of our affiliates issue to the same Policy Owner more
than one modified  endowment  contract within a calendar year, then for purposes
of measuring the income on the Policy with respect to a distribution from any of
those  policies,  the  income  for all those  policies  will be  aggregated  and
attributed to that distribution.

O   OTHER POLICY OWNER TAX MATTERS
    Federal  and  state  estate,  inheritance  and  other  tax  consequences  of
ownership  or  receipt  of  proceeds  under the  Policy  depend  upon you or the
beneficiary's individual circumstances.
    The  Policy  may  continue  after  the  Insured  attains  age  100.  The tax
consequences  associated with continuing a Policy beyond age 100 are unclear.  A
tax advisor should be consulted on this issue.
    Section 817(h) of the Code requires the investments of the Variable  Account
to be "adequately  diversified" in accordance with Treasury  Regulations for the
Policy to qualify as a life  insurance  contract under Section 7702 of the Code.
Failure to comply with the diversification requirements may result in the Policy
not  qualifying  as life  insurance  under the Code,  which may  subject  you to
immediate  taxation on the incremental  increases in  Accumulation  Value of the
Policy  plus  the  cost  of  insurance  protection  for  the  year.  Regulations
specifying the  diversification  requirements have been issued by the Department
of Treasury, and we believe the Policy complies fully with such requirements.
    In  connection  with the issuance of the  diversification  regulations,  the
Treasury  Department  stated that it anticipates  the issuance of regulations or
rulings  prescribing the  circumstances in which your control of the investments
of the  Variable  Account  may cause you,  rather  than us, to be treated as the
owner of the assets in the Variable  Account.  To date, no such  regulations  or
guidance has been issued.  If you are  considered the owner of the assets of the
Variable  Account,  income and gains from the Account  would be included in your
gross income.
    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
determined  that the owners  were not owners of  separate  account  assets.  For
example,  you have  additional  flexibility  in  allocating  Policy  Premium and
Accumulation  Values. These differences could result in you being treated as the
owner of a pro rata share of the assets of the Variable Account. In addition, we
do not know what standards will be set forth in the regulations or rulings which
the Treasury may issue.  We therefore  reserve the right to modify the Policy as
necessary  to  attempt to prevent  you from  being  considered  the owner of the
assets of the Variable Account.
    The  Policy  may be used in various  arrangements,  including  non-qualified
deferred compensation or salary continuance plans, split dollar insurance plans,
executive bonus plans, tax exempt and nonexempt  welfare benefit plans,  retiree
medical  benefit plans and others.  The tax  consequences of such plans may vary
depending  on  the  particular  facts  and   circumstances  of  each  individual
arrangement.  Therefore,  if you are  contemplating the use of the Policy in any
arrangement  the value of which  depends  in part on its tax  consequences,  you
should be sure to consult a qualified tax advisor  regarding the tax  attributes
of the  particular  arrangement  and the  suitability  of this  product  for the
arrangement.
- - - -----------------------------------------------------------
MANAGEMENT

Our Directors and senior officers are:

DIRECTORS*
Foggie, Samuel L.      Banking and Finance Industry Executive
Plunkett III, Hugh V.  Attorney (Plunkett, Schwartz & Petersen)
Sampson, Richard J.    Retired Group Insurance Executive (Mutual of Omaha 
                       Insurance Company)
Skutt, Thomas J.       Chairman of the Board (Mutual of Omaha Insurance Company)
Straus, Oscar S.       Investments; President, The Daniel and Florence 
                       Guggenheim Foundation
Sturgeon, John A.      President (Mutual of Omaha Insurance Company)
Thompson, Tommie       Executive Vice President and Corporate Comptroller 
                       (Mutual of Omaha Insurance Company)
Wayne, Michael A.      Foundation and Cancer Institute Executive
Weekly, John W.        Vice Chairman of the Board and Chief Executive Officer
                       (Mutual of Omaha Insurance Company)
  
                                     28
<PAGE>

OFFICERS*
Thomas J. Skutt        Chairman of the Board
John W. Weekly         Vice Chairman of the Board, Chief Executive Officer
John A. Sturgeon       President
G. Ronald Ames         Executive Vice President (Acquisitions)
Robert B. Bogart       Executive Vice President (Human Resources)
Stephen R. Booma       Executive Vice President (Managed Care)
Cecil D. Bykerk        Executive Vice President (Chief Actuary)
James L. Hanson        Executive Vice President (Information Services)
Kim Harm               Executive Vice President (Customer Services)
Randall C. Horn        Executive Vice President (Group Insurance)
M. Jane Huerter        Executive Vice President (Corporate Secretary; Corporate 
                       Administration)
John L. Maginn         Executive Vice President (Treasurer; Chief Investment
                       Officer)
Thomas J. McCusker     Executive Vice President (General Counsel)
Tommie  D. Thompson    Executive Vice President (Corporate Comptroller)

    *Business  address for all  directors and officers is Mutual of Omaha Plaza,
Omaha, Nebraska 68175.

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

O   REPORTS TO YOU
    We will send you a statement at least  annually  showing your Policy's death
benefit,  Accumulation  Value and any outstanding  Policy loan balance.  We will
also confirm Policy loans,  Subaccount transfers,  lapses,  surrenders and other
Policy  transactions  as they  occur.  If you  have  Accumulation  Value  in the
Variable  Account you will receive such  additional  periodic  reports as may be
required by the SEC.

O   VOTING RIGHTS
    We own the Portfolio  shares held in the Variable Account and have the right
to vote those shares.  However,  to the extent  required by  applicable  Federal
securities law, we will give you, as Policy Owner,  the right to instruct us how
to vote the shares that are attributable to your Policy.
    The Policy  Owners who are  entitled  to give  voting  instructions  and the
number of shares  attributable  to their  Policies  will be determined as of the
record date for the meeting.  All Portfolio shares held in any Subaccount of the
Variable Account, or in any other separate account of ours or an affiliate,  the
policyholders  of which have rights of instruction with respect to the Portfolio
shares, and for which timely instructions are not received, will be voted in the
same proportion as (i) the aggregate cash value of policies giving instructions,
respectively,  to vote, for, against, or withhold votes on a proposition,  bears
to (ii) the total  Accumulation  Value in that  Subaccount  for all policies for
which voting instructions are received.  No voting privileges apply with respect
to Accumulation  Value removed from the Variable Account as a result of a Policy
loan.
    If  required  by  State  insurance  authorities,  we  may  disregard  voting
instructions if they would require that shares be voted to cause a change in the
investment  objectives  of  the  portfolios  or  to  approve  or  disapprove  an
investment advisory or underwriting  contract for a portfolio.  In addition,  we
may disregard  voting  instructions  in favor of changes,  initiated by a Policy
Owner  or an  Eligible  Fund's  Board of  Trustees,  in the  investment  policy,
investment  adviser  or  principal  underwriter  of  the  portfolio  if  we  (i)
reasonably  disapprove  of the  changes  and  (ii) in the  case of a  change  in
investment policy or investment  adviser,  make a good faith  determination that
the  proposed  change  is  contrary  to  State  law or is  prohibited  by  State
regulatory  authorities  or  that  the  change  would  be  inconsistent  with  a
Subaccount's investment objectives or would result in the purchase of securities
which vary from the general  quality and nature of  investments  and  investment
techniques  utilized by other separate accounts of ours or of an affiliated life
insurance company, which separate accounts have investment objectives similar to
those of the Subaccount.  If we do disregard voting  instructions,  a summary of
that action and the  reasons  for it will be  included  in the next  semi-annual
report to Policy Owners.

O   DISTRIBUTION OF THE POLICIES
    Mutual of Omaha Investor Services  ("MOIS"),  Mutual of Omaha Plaza,  Omaha,
Nebraska 68175, is the principal  underwriter of the Policy.  Like us, MOIS is a
100% owned subsidiary of Mutual of Omaha Insurance  Company.  MOIS is registered
as a broker-dealer  with the SEC and is a member of the National  Association of
Securities  Dealers,  Inc. ("NASD").  MOIS contracts with one or more registered
broker-dealers  ("Distributors")  to  offer  and sell the  Policy.  All  persons
                                       29
<PAGE>

selling the Policy will be registered  representatives of the Distributors,  and
will also be licensed  as  insurance  agents to sell  variable  life  insurance.
Commissions paid to Distributors may be up to 8 1/4% of the Premium paid.

O   STATE REGULATION
    We are subject to regulation and supervision by the Insurance  Department of
the State of Nebraska,  which  periodically  examines  our affairs.  We are also
subject to the insurance laws and regulations of all jurisdictions  where we are
authorized  to do  business.  The  Policy  has been  approved  by the  Insurance
Department of the State of Nebraska and other jurisdictions.
    We  submit  annual  statements  of  our  operations,   including   financial
statements,  to the insurance  departments of the various jurisdictions in which
we do business,  for the purpose of  determining  solvency and  compliance  with
local insurance laws and regulations.

O   LEGAL MATTERS
    We know of no  material  legal  proceedings  pending  to which the  Variable
Account is a party or which would materially affect the Variable Account. We are
not involved in any litigation of material  importance to our total assets or to
the Variable Account.
    Legal matters in connection with the Policy have been passed upon by our Law
Staff.

O   INDEPENDENT AUDITORS
            The Financial  Statements of United of Omaha Life Insurance  Company
as of and for the year ended  December 31, 1996,  included in this  Registration
Statement  have been  audited by  independent  auditors  Deloitte & Touche  LLP,
Omaha,  Nebraska,  as stated in their report  appearing  herein.  The  financial
statements  of United of Omaha Life  Insurance  Company as of December 31, 1995,
and for the two years then ended was audited by independent  auditors  Coopers &
Lybrand,  LLP, Omaha,  Nebraska, as stated in their report appearing herein. The
financial  statements  of  United  of Omaha  Life  Insurance  Company  should be
considered  only as  bearing  on the  ability  of  United  of  Omaha to meet its
obligations under the Policies.  They should not be considered as bearing on the
investment performance of the assets held in the Variable Account.

O   REGISTRATION STATEMENT
    This  prospectus  omits certain  information  contained in the  Registration
Statement  filed  with the SEC.  Copies of such  additional  information  may be
obtained from the SEC upon payment of the prescribed fee.

- - - -----------------------------------------------------------
ILLUSTRATIONS
DEATH BENEFITS, CASH SURRENDER VALUE AND ACCUMULATED PREMIUMS

    The tables in this Section illustrate how the Policy operates. They show how
the Death Benefit,  Cash Surrender Value, and Accumulation Value could vary over
an extended period of time assuming  hypothetical  gross rates of return.  (i.e.
investment income and capital gains and losses,  realized or unrealized) for the
Variable  Account  equal to constant  after tax annual rates of 0%, 6%, and 12%.
The tables are  illustrated  for this Policy based on  Specified  Amount of life
insurance  coverage of $250,000  and  $500,000 for a male age 35, 45 and 55. The
Insureds  are  assumed to be  preferred  rate  class.  Values are given based on
current and guaranteed Policy charges.  These tables may assist in comparison of
Death Benefits,  Cash Surrender Values and Accumulation  Values with those under
other variable life insurance  policies that may be issued by United of Omaha or
other  companies.  It is also  assumed  that no riders are  attached to the base
policy illustrated.

    Death Benefits,  Cash Surrender Values, and Accumulation Values for a Policy
would be  different  from the amounts  shown if the actual gross rates of return
averaged  0%, 6% or 12%, but varied above and below that average for the period,
if the initial premium was paid in another amount,  if additional  payments were
made, or if any Policy loan or partial  withdrawal was made during the period of
time  illustrated.  They would also be different  depending on the allocation of
Accumulation Value among the Variable Account's Subaccounts, if the actual gross
rates of return  averaged 0%, 6% or 12%, but varied above and below that average
for the period.

    The amounts for the Death Benefit,  Cash Surrender  Value,  and Accumulation
Value shown in the tables  reflect the fact that an expense  charge and a charge
for the cost of  insurance  are  deducted  from the  Accumulation  Value on each
Monthly  Deduction  Date. The Cash Surrender  Values shown in the tables reflect
the fact that a Surrender  Charge is deducted from the  Accumulation  Value upon
surrender or lapse during the first 12 years following each premium payment. The
amounts  shown in the tables take into account an average  daily charge equal to
an annual charge of 0.89% of the average daily net assets of the  Portfolios for

                                       30
<PAGE>

the investment advisory fees and operating expenses. The gross annual investment
return  rates of 0%,  6%,  and 12% on the  Portfolio's  assets  are equal to net
annual investment return rates of -0.89%, 5.11%, 11.11%, respectively.

    The hypothetical  rates of return shown in the tables do not reflect any tax
charges  attributable  to the  Variable  Account,  since  no  such  charges  are
currently made. If any such charges are imposed in the future,  the gross annual
rate of return would have to exceed the rates shown by an amount  sufficient  to
cover the tax charges,  in order to produce the Death  Benefits,  Cash Surrender
Values and Accumulation Values illustrated.

    The second  column of each table shows the amount which would  accumulate if
an amount equal to the annual premium  required to keep the Policy in force were
invested to earn interest of 5% per year, compounded annually.

    Upon request,  United of Omaha will provide a comparable  illustration based
upon the proposed Insured's actual age, sex and underwriting classification, the
specified amount,  the proposed amount and frequency of premium payments and any
available riders requested.


                                       31

<PAGE>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.11% NET)

           Male issue age                             Initial Premium $
           Preferred Class                            Face Amount $



    [HYPOTHETICAL ILLUSTRATIONS WILL BE INCLUDED BY PRE-EFFECTIVE AMENDMENT.]


The hypothetical investment results shown above and elsewhere in this prospectus
are  illustrative  only and  should  not be deemed a  representation  of past or
future investment  results.  Actual investment  results may be more or less than
those  shown and will depend on a number of  different  factors,  including  the
investment allocations by the Owner and different investment rates of return for
the Portfolios.  The Death Benefit,  Accumulation Value and Cash Surrender Value
for a Policy would be different from those shown if the actual  investment rates
of return averaged the rates shown above over a period of years,  but fluctuated
above or below those averages from individual  Policy years.  These values would
also be different if any Policy loan or partial  withdrawal were made during the
period.  No  representation  can be made that these assumed  investment rates of
return can be achieved for any one year or sustained over any period of time.


                                       32

<PAGE>


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





   [TO BE INCLUDED BY PRE-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT.]



<PAGE>

                                   APPENDIX A

VARIABLE PAYOUT OPTIONS

You  may  choose  payout  Options  2, 4 or 6 to be paid  as  variable  payments.
Variable payments vary according to the net investment return of the Subaccounts
chosen.  If  variable  payments  are being made  under  Option 2 or 6 and do not
involve life  contingencies,  then you may  surrender the policy and receive the
commuted value of any unpaid payments.

FIRST VARIABLE PAYMENT

We will  compute  the dollar  amount of the first  monthly  variable  payment by
applying all or part of the Proceeds to the Variable  Payout Options table shown
in this  policy for the payout  option you  choose.  The table  shows the dollar
amount of monthly payment that you can buy with each $1000 of Proceeds.

If you have  chosen  more than one  Subaccount,  we will apply the  accumulation
value of each Subaccount  separately to the Variable  Payout Options table.  The
total amount of the first variable payment equals the sum of the payment amounts
payable for each Subaccount.

SECOND AND LATER VARIABLE PAYMENTS

The dollar amount of the second and later variable payments is not set.   It may
change  from  month to month.  We will compute the payment on the 10th Valuation
Date before the payment is due.                          

The amount of each variable payment after the first equals:

    (a) the sum of the number of variable  payment units under each  Subaccount;
        multiplied  by  
    (b) the  current  variable  payment  unit  value  for  each Subaccount as of
        the date we compute the payment.

A variable  payment unit is a measuring unit used in computing the amount of the
variable payments. The value of a variable payment unit for each Subaccount will
vary with the net investment return of the Subaccount.

VARIABLE PAYMENT UNIT VALUE

The current value of a variable payment unit for each Subaccount is:

    (a) the value as of the date we computed the last payment; multiplied by
    (b) the Net Investment  Factor for the Subaccount as of the date on which we
        are computing the current payment.

The Net  Investment  Factor is figured by dividing (a) by (b), then  subtracting
(c) from the result,  then multiplying by the offset factor described below. The
values of (a), (b) and (c) are defined as follows:

    (a) is the net result of
        (1) the Net Asset Value of a Portfolio  share held in a Subaccount as of
            the end of the current payment period; plus or minus
        (2) a per share  credit or charge  for any taxes we  incurred  since the
            last  computation  date  that  were  charged to the operation of the
            Subaccount.
    (b) is the Net Asset Value of a Portfolio share held in the Subaccount as of
        the beginning of the current payment period.
    (c) is the asset charge  factor that reflects the expense  charges  deducted
        from the Variable Account. This factor is equal, on an annual basis,  to
        1.20% of the daily net asset value of the Variable Account.

The result of the  calculation  described  above is then  multiplied by a factor
that offsets the assumed  investment rate upon which the Variable Payout Options
table is based.  This allows the actual  investment  rate to be credited.  For a
one-day Valuation Period the factor is 0.99989255,  using an assumed  investment
rate of 4% per year.

<PAGE>

NUMBER OF VARIABLE PAYMENT UNITS

The number of variable payment units payable for each Subaccount equals:

    (a) the  amount of the  first  monthly  variable  payment  payable  for that
        Subaccount;  divided  by 
    (b) the  variable  payment  unit  value  for  that Subaccount as of the 10th
        Valuation  Date before the first variable  payment is made.

The number of variable  payment units payable for each  Subaccount is fixed when
we compute the first  variable  payment.  The number  remains  fixed  unless you
exchange  variable  payment  units between  Subaccounts.  The number of variable
payment units will not change as a result of investment experience.

We guarantee  that the dollar  amount of each  variable  payment after the first
will not be affected by actual expenses or changes in mortality experience.


<PAGE>

                           PART II - OTHER INFORMATION

                           UNDERTAKING TO FILE REPORTS

    Subject  to the terms and  conditions  of  Section  15(d) of the  Securities
Exchange Act of 1934, the undersigned  Registrant hereby undertakes to file with
the  Securities  and  exchange   Commission  such   supplementary  and  periodic
information,  documents,  and  reports  as may be  prescribed  by  any  rule  or
regulation of the Commission  heretofore or hereafter  duly adopted  pursuant to
authority conferred in that section.

                              RULE 484 UNDERTAKING

    By a Resolution  adopted May 21, 1996,  United's Board of Directors provides
for indemnification of a director, officer or employee to the full extent of the
law. Generally,  the Nebraska Business  Corporation Act permits  indemnification
against expenses,  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  if the  indemnitee  acted  in good  faith  and in a manner
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation.  However, no indemnification shall be made in any type of action by
or in the right of United if the  proposed  indemnitee  is adjudged to be liable
for  negligence or misconduct in the  performance  of his or her duty to United,
unless a court determines otherwise.

    Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors,  officers and controlling  persons of United
pursuant to the foregoing provisions, or otherwise, United has been advised that
in the opinion of the Securities and Exchange  Commission  such  indemnification
may be against  public  policy as  expressed  in the Act and may be,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other  than  payment by United of  expenses  incurred or paid by a
director,  officer, or controlling person of United in the successful defense of
any  action,  suite or  proceeding)  is asserted  by such  director,  officer or
controlling  person in connection with the securities being  registered,  United
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                    REPRESENTATION PURSUANT TO SECTION 26(E)

    United of Omaha Life Insurance Company  represents that the fees and charges
under the Policy,  in the aggregate,  are reasonable in relation to the services
rendered,  the expenses expected to be incurred, and the risks assumed by United
of Omaha Life Insurance Company.

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement consists of the following papers and documents:

    The facing sheet.

    A reconciliation and tie of the information shown in the prospectus with the
    items of Form N-8B-2.

    The prospectus.

    The undertaking to file reports.

    The Rule 484 Undertaking.

    The Section 26(e) Representation.

    The signatures.

    Written consents of the following persons:

        Independent Auditors (included in Exhibit 7) (to be filed by amendment)
        Kenneth W. Reitz, Esquire (included in Exhibit 2)
        Robert E. Hupf, F.S.A., M.A.A.A. (included in Exhibit 6)


    The following exhibits:

                                  EXHIBIT INDEX
Exhibit No.     Description of Exhibit                           Page No. ****

1.A.     (1)    Resolution  of the Board of Directors of United Life  Insurance 
                Company establishing the Variable Account. *

         (2)    None.

         (3)(a) Principal  Underwriter Agreement by and between United,   on its
                own behalf and on behalf of the Variable Account, and Mutual  of
                Omaha Investor Services. *

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

           (c)  Commission Schedule for Policies. *****

         (4)    None.

         (5)(a) Form of Policy for the ULTRALIFE  flexible premium variable life
                insurance policy.

            (b) Forms of Riders to the Policy.

         (6)(a) Articles of Incorporation of United of Omaha Life Insurance 
                Company. **

            (b) Bylaws of United of Omaha Life Insurance Company. *

         (7)    None.

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

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

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

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

            (e) Participation  Agreement by and between  United of Omaha Life  
                Insurance Company and Pioneer Variable Contracts Trust. **

            (f) Participation  Agreement by and between  United of Omaha Life 
                Insurance Company and the Scudder Variable Life Investment
                Fund. **

            (g) Participation  Agreement  by and  between  United of Omaha  Life
                Insurance  Company and T. Rowe Price  International  Series,  T.
                Rowe Price Fixed Income Series, and T. Rowe Price Equity Series.
                **
<PAGE>

            (9) None.

           (10) Form of  Application  for the  United of Omaha  Life  Insurance
                Company ULTRALIFE Flexible Premium Variable Life Insurance 
                Policy. *****

           (11) Issuance, Transfer and Redemption Memorandum *****

 2.             Opinion and Consent of Counsel.
    
 3.             Not Applicable.
    
 4.             Not Applicable.
            
 5.             Not Applicable.
           
 6.             Opinion and Consent of Actuary.
    
 7.             Independent Auditor's Consent. *****
    
 8.             None
    
 9.             Powers of Attorney. ***
 

* Incorporated  by Reference to the  Registration  Statement for United of Omaha
Separate Account B filed on December 27, 1996 (File No. 333-18881).

** Incorporated by Reference to the  Registration  Statement for United of Omaha
Separate Account C filed on April 24, 1997 (File No. 33-89848).

***  Incorporated  by  Reference  to the  Pre-Effective  Amendment  No. 1 to the
Registration  Statement for United of Omaha Separate Account B filed on June 20,
1997 (File No. 333-18881).

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

*****   To be filed by Pre-effective amendment to this Registration Statement.


<PAGE>


                                   SIGNATURES

As  required  by the  Securities  Act of 1933,  the  Registrant  has caused this
Registration  Statement  to be  signed on its  behalf,  in the City of Omaha and
State of Nebraska, on September 12, 1997.

                  UNITED OF OMAHA SEPARATE ACCOUNT B
                          (Registrant)

                  UNITED OF OMAHA LIFE INSURANCE COMPANY
                          (Depositor)

                                        /s/Kenneth W. Reitz


                                        By: Kenneth W. Reitz

As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following persons in the capacities and on the duties indicated:


Signatures                           Title                               Date

_____*____________________           Chairman of the Board               9/12/97
Thomas J. Skutt
_____*____________________           Vice-Chairman of the Board,         9/12/97
John W. Weekly                       Chief Executive Officer

_____*____________________           Director, President                 9/12/97
John A. Sturgeon

_____*____________________           General Comptroller                 9/12/97
Tommie Thompson                      (Principal Financial Officer, and
                                     Principal Accounting Officer)

_____*____________________           Director                            9/12/97
     -
Samuel L. Foggie
_____*___________________            Director                            9/12/97
     -
John D. Minton
_____*__________________             Director                            9/12/97
     -
Hugh V. Plunkett, III
_____*___________________            Director                            9/12/97
     -
Richard J. Sampson
_____*___________________            Director                            9/12/97
     -
Oscar S. Straus
________________________             Director                            9/12/97
Michael A. Wayne



By:  /s/   Kenneth W. Reitz         Date:  September 12, 1997
    Kenneth W. Reitz

* Signed by Kenneth W. Reitz under Powers of Attorney  executed on May 20, 1997,
filed as exhibits incorporated by reference in this registration statement.



<PAGE>


                                    EXHIBITS

1.A(5)(a) Form of Policy for the ULTRA VARIABLE LIFE flexible  premium  variable
universal life insurance policy.

1.A(5)(b)  Form of Riders of the Policy.

2.         Opinion and Consent of Counsel

6.         Opinion and Consent of Actuary

<PAGE>
                                                    REGISTRATION NO.  333 -




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                       UNITED OF OMAHA SEPARATE ACCOUNT B

                                       OF

                     UNITED OF OMAHA LIFE INSURANCE COMPANY


- - - --------------------------------------------------------------------------------
                                    EXHIBITS
- - - --------------------------------------------------------------------------------
                                       TO

                 THE INITIAL REGISTRATION STATEMENT ON FORM S-6

                                      UNDER

                           THE SECURITIES ACT OF 1933






                               September 15, 1997


<PAGE>

                                  EXHIBIT INDEX
Exhibit No.     Description of Exhibit                             Page No.****

1.A.     (1)    Resolution  of the Board of Directors of United Life  Insurance 
                Company establishing the Variable Account. *

         (2)    None.

         (3)(a) Principal  Underwriter Agreement by and between United,   on its
                own behalf and on behalf of the Variable Account, and Mutual  of
                Omaha Investor Services. *

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

           (c)  Commission Schedule for Policies. *****

         (4)    None.

         (5)(a) Form of Policy for the ULTRALIFE  flexible premium variable life
                insurance policy.

            (b) Forms of Riders to the Policy.

         (6)(a) Articles of Incorporation of United of Omaha Life Insurance 
                Company. **

            (b) Bylaws of United of Omaha Life Insurance Company. *

         (7)    None.

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

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

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

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

            (e) Participation  Agreement by and between  United of Omaha Life  
                Insurance Company and Pioneer Variable Contracts Trust. **

            (f) Participation  Agreement by and between  United of Omaha Life 
                Insurance Company and the Scudder Variable Life Investment
                Fund. **

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

            (9) None.

           (10) Form of  Application  for the  United of Omaha  Life  Insurance
                Company ULTRALIFE Flexible Premium Variable Life Insurance 
                Policy. *****

           (11) Issuance, Transfer and Redemption Memorandum *****

 2.             Opinion and Consent of Counsel.
    
 3.             Not Applicable.

<PAGE>

    
 4.             Not Applicable.
            
 5.             Not Applicable.
           
 6.             Opinion and Consent of Actuary.
    
 7.             Independent Auditor's Consent. *****
    
 8.             None
    
 9.             Powers of Attorney. ***
 

* Incorporated  by Reference to the  Registration  Statement for United of Omaha
Separate Account B filed on December 27, 1996 (File No. 333-18881).

** Incorporated by Reference to the  Registration  Statement for United of Omaha
Separate Account C filed on April 24, 1997 (File No. 33-89848).

***  Incorporated  by  Reference  to the  Pre-Effective  Amendment  No. 1 to the
Registration  Statement for United of Omaha Separate Account B filed on June 20,
1997 (File No. 333-18881).

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

*****   To be filed by Pre-effective amendment to this Registration Statement.



                                                     
Exhibit 5(a) Form of Policy for the  ULTRALIFE  flexible  premium  variable life
insurance policy.

<PAGE>


[GRAPHIC OMITTED]
UNITED OF OMAHA
LIFE INSURANCE
COMPANY
A STOCK COMPANY


Insured   JOHN J. DOE                      Date of Issue   NOVEMBER 1, 1997

Policy Number   1234567                    Initial Specified Amount   $100,000



LIFE INSURANCE POLICY

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

THIS IS A  FLEXIBLE  PREMIUM  VARIABLE  UNIVERSAL  LIFE  INSURANCE  POLICY  WITH
PREMIUMS PAYABLE UNTIL AGE 100. THE POLICY'S  ACCUMULATION VALUE IN THE VARIABLE
ACCOUNT IS BASED ON THE INVESTMENT  EXPERIENCE IN THAT ACCOUNT AND WILL INCREASE
OR DECREASE DAILY. THE DOLLAR AMOUNT IS NOT GUARANTEED.  THE AMOUNT OF THE DEATH
BENEFIT MAY BE FIXED OR VARIABLE,  DEPENDING ON THE INVESTMENT EXPERIENCE OF THE
VARIABLE  ACCOUNT.  PLEASE  SEE  THE  DEATH  BENEFIT  PROVISION  ON  PAGE  6 FOR
ADDITIONAL INFORMATION. NO DIVIDENDS ARE PAYABLE.


United of Omaha Life Insurance Company will pay the death benefit of this policy
to the  beneficiary  within two months after we receive proof at the Home Office
that the Insured died while this policy was in force.  On the  maturity  date we
will pay you the  policy's  Accumulation  Value,  less any loan and unpaid  loan
interest,  if (a) the Insured is then living;  (b) this policy is in force;  and
(c) coverage beyond maturity is not elected.

                           READ YOUR POLICY CAREFULLY.
               IT INCLUDES THE PROVISIONS ON THE FOLLOWING PAGES.
              THIS POLICY IS A LEGAL CONTRACT BETWEEN THE OWNER AND
                     UNITED OF OMAHA LIFE INSURANCE COMPANY.

RIGHT TO EXAMINE THIS POLICY. IF YOU ARE NOT SATISFIED WITH YOUR POLICY,  RETURN
IT TO US OR OUR AGENT  WITHIN 10 DAYS  AFTER YOU  RECEIVE  THE POLICY OR 45 DAYS
AFTER YOU SIGNED THE APPLICATION, WHICHEVER IS LATER. WE WILL CANCEL YOUR POLICY
AS OF THE DATE ANY INSURANCE BECAME EFFECTIVE.  WE WILL REFUND THE PREMIUMS PAID
WITHIN SEVEN DAYS AFTER WE RECEIVE THE RETURNED POLICY.

For  customer   service  or   questions   about  your   coverage,   please  call
1-800-238-9354.

/S/ JOHN A. STURGEON
        President

/S/ M. JANE HUERTER
 Corporate Secretary

UNITED OF OMAHA
HOME OFFICE: OMAHA, NEBRASKA
MUTUAL OF OMAHA PLAZA (68175)
P. O. BOX 8430
OMAHA, NEBRASKA 68103-0430
                                                     

<PAGE>
================================================================================
                                PLAN OF INSURANCE
 Variable Universal Life Insurance with Flexible Premiums Payable until Age 100
================================================================================

                                   POLICY DATA

Insured            JOHN J. DOE
Policy Number      1234567                     Initial Specified Amount $100,000
Age at Issue       35                          Sex                      MALE
Risk Class         NONTOBACCO
Rate Class         PREFERRED
Date of Issue      NOVEMBER 1, 1997
Maturity Date*     NOVEMBER 1, 2062

Initial  Premium   $672.00                     Mode Selected            ANNUAL
Additional Payment $0.00                       Years Payable            65

Policyowner        See Application or Endorsement
Beneficiary        See Application or Endorsement

                      PLANNED PREMIUMS FOR MODE OF PAYMENT

   Annual             Semi-Annual            Quarterly         Bank Service Plan
   $1,000.00             $500.00               $250.00               $83.34

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

                              SCHEDULE OF BENEFITS

                                                      M0NTHLY COST
                                                      OF INSURANCE      YEARS
FORM          BENEFIT                                 AND RIDERS        PAYABLE

6387L-1197    Life Insurance                          See Data Pages       65
                  Death Benefit Option 1 - LEVEL
2471L-1197    Waiver of Surrender Charges Rider       No Charge


     * The maturity date is the policy  anniversary next following the Insured's
100th  birthday.  The  policy may  terminate  prior to the  maturity  date if no
premiums  are paid after the  initial  premium  or if  subsequent  premiums  are
insufficient  to continue this policy in force,  subject to the NO-LAPSE  PERIOD
provision,  if applicable.  If the policy does continue in force to the maturity
date,  it is possible  there will be little or no cash  surrender  value at that
time.  Policy  values  will be  affected  by the  investment  experience  of the
Variable  Account and to the extent that interest  credits and cost of insurance
charges are more favorable than guaranteed credits and charges.

<PAGE>

                                 NO-LAPSE PERIOD

If the minimum  monthly premium is paid, the No-Lapse Period of the policy is 35
years.  The minimum  monthly premium shall equal (a) the minimum monthly premium
for the base plan, plus (b) the minimum monthly premium(s) for any rider(s). The
minimum  monthly  premium for the base plan is $0.56000  per $1,000 of Specified
Amount.  The minimum  monthly  premium(s) for any Additional  Insured Term Rider
is/are computed as set forth in the rider data pages.

If the lifetime monthly premium is paid, the No-Lapse Period of the policy is 65
years. The lifetime monthly premium shall equal (a) the lifetime monthly premium
for the base plan,  plus (b) the lifetime  monthly  premium(s) for any rider(s).
The  lifetime  monthly  premium  for the base  plan is  $1.09250  per  $1,000 of
Specified  Amount.  The lifetime monthly  premium(s) for any Additional  Insured
Term Rider is/are computed as set forth in the rider data pages.

All premiums reflect the Insured's age, sex, risk and rate classes.


                                 POLICY CHARGES

RISK CHARGE:           In years one through 10
                          o 0.05833% of the Accumulation Value, deducted on each
                            Monthly Deduction Date
                       In years 11 and later
                          o 0.04583% of the Accumulation Value, deducted on each
                            Monthly Deduction Date

ADMINISTRATIVE CHARGE: $7 deducted on each Monthly Deduction Date

PREMIUM CHARGES:       For state and federal tax expenses
                          O 3.75% of each premium payment
                       For premium processing expenses
                          o $2 per each premium payment

TRANSFER CHARGE:       After the 12th transfer each year, $10 per transfer


                                SURRENDER CHARGE

                               For Each $1,000 Specified Amount
                           Or Decrease in Current Specified Amount

               Surrender Charges Reflect the Insured's Age, Sex, and Risk Class

      Year    Amount     Year      Amount       Year          Amount
       1        $13       5         $13           9             $6
       2        $13       6         $11          10             $4
       3        $13       7          $9          11             $3
       4        $13       8          $8          12             $1
                                                 13 and later   $0


<PAGE>


          TABLE OF GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE CHARGES
                        PER $1,000 OF NET AMOUNT AT RISK

            The Guaranteed Maximum Monthly Cost of Insurance Charges
              Reflect the Insured's Age, Sex, Risk and Rate Classes

   Age   Charge   Age    Charge   Age    Charge       Age      Charge
   35    0.1442   51     0.4667   67     2.2633       83       10.7950
   36    0.1517   52     0.5117   68     2.4933       84       11.8483
   37    0.1617   53     0.5633   69     2.7483       85       12.9542
   38    0.1725   54     0.6208   70     3.0367       86       14.0983
   39    0.1842   55     0.6850   71     3.3658       87       15.2633
   40    0.1983   56     0.7550   72     3.7458       88       16.4442
   41    0.2133   57     0.8292   73     4.1758       89       17.6575
   42    0.2292   58     0.9117   74     4.6483       90       18.9208
   43    0.2467   59     1.0042   75     5.1533       91       20.2633
   44    0.2658   60     1.1075   76     5.6867       92       21.7350
   45    0.2875   61     1.2225   77     6.2442       93       23.4792
   46    0.3108   62     1.3550   78     6.8292       94       25.8192
   47    0.3358   63     1.5050   79     7.4600       95       29.3217
   48    0.3633   64     1.6717   80     8.1567       96       35.0825
   49    0.3933   65     1.8542   81     8.9375       97       45.0833
   50    0.4275   66     2.0517   82     9.8183       98       62.0958
                                                      99       83.3333

<PAGE>

                                   INVESTMENTS


VARIABLE ACCOUNT:                                     United of Omaha Separate
Account B


INVESTMENT OPTIONS:                                   INITIAL ALLOCATION (%):

United of Omaha Fixed Account                                               10
[Alger American Growth Portfolio]                                            0
[Alger American Small Capitalization Portfolio]                             30
[Federated Prime Money Fund II ("Money Market") Portfolio]                  30
[Federated Fund for US Government Securities II Portfolio]                   0
[Fidelity VIP II Asset Manager:  Growth Portfolio]                           0
[Fidelity VIP Equity-Income Portfolio]                                       0
[Fidelity VIP II Contrafund Portfolio]                                      30
[Fidelity Index 500 Portfolio]                                               0
[MFS Emerging Growth Portfolio]                                              0
[MFS High Income Fund Portfolio]                                             0
[MFS Research Portfolio]                                                     0
[MFS Value Series Portfolio]                                                 0
[MFS World Government Portfolio]                                             0
[Pioneer Capital Growth Portfolio]                                           0
[Pioneer Real Estate Portfolio]                                              0
[Scudder Global Portfolio]                                                   0
[Scudder Growth and Income Portfolio]                                        0
[Scudder International Portfolio]                                            0
[T. Rowe Price Equity Income Portfolio]                                      0
[T. Rowe Price International Stock Portfolio]                                0
[T. Rowe Price Limited-Term Bond Portfolio]                                  0
[T. Rowe Price New American Growth Portfolio]                                0
[T. Rowe Price Personal Strategy Balanced Portfolio]                         0


<PAGE>
                                TABLE OF CONTENTS

DEFINITIONS....................................................................1
GENERAL PROVISIONS.............................................................2
  The Entire Contract..........................................................2
  Delay of Payments............................................................2
  Incontestability.............................................................2
  Misstatement of Age or Sex...................................................3
  Nonparticipating.............................................................3
  Periodic Reports.............................................................3
  Policy Dates.................................................................3
EXCLUSION......................................................................3
  Suicide......................................................................3
POLICYOWNER AND BENEFICIARY....................................................3
  Ownership....................................................................3
  Change of Ownership and Assignment...........................................5
  Beneficiary..................................................................5
  Beneficiary Change...........................................................5
PREMIUMS AND REINSTATEMENT.....................................................5
  Consideration................................................................5
  Payment of Premiums..........................................................5
  Planned Premiums and Additional Payments.....................................5
  Allocation of Net Premiums...................................................7
  No-Lapse Period..............................................................7
  Grace Period.................................................................7
  Reinstatement................................................................7
DEATH BENEFIT..................................................................8
  Change in Specified Amount...................................................8
  Death Benefit Options........................................................8
THE VARIABLE ACCOUNT...........................................................9
  General Description..........................................................9
  Investment Allocations to the Variable Account...............................9
  Valuation of Assets.........................................................10
  Transfers Between Subaccounts...............................................10
  Dollar Cost Averaging.......................................................10
  Asset Allocation Program....................................................10
THE FIXED ACCOUNT.............................................................11
  General Description.........................................................11
  Transfers from the Fixed Account............................................11
POLICY VALUES.................................................................11
  Accumulation Value..........................................................11
  Accumulation Unit...........................................................11
  The Fixed Account...........................................................12
  Partial Withdrawals.........................................................12
POLICY CHARGES................................................................12
  Monthly Deduction...........................................................12
  Cost of Insurance...........................................................13
  Expense Charges.............................................................13
  Surrender Charge............................................................13
POLICY LOANS AND REPAYMENTS...................................................14
  Policy Loans................................................................14
  Preferred Loans.............................................................14
  Loan Repayments.............................................................14
COVERAGE BEYOND MATURITY......................................................14
  Coverage Beyond Maturity....................................................14
INSURANCE AND NONFORFEITURE OPTIONS...........................................16
  Surrender for Cash..........................................................16
  Continuation of Insurance...................................................16
PAYOUT OPTIONS FOR PAYMENT OF POLICY PROCEEDS.................................16
  General Conditions..........................................................16
  Payout Options..............................................................18
  Variable Payout Options.....................................................20
  First Variable Payment......................................................20
  Second and Later Variable Payments..........................................20
  Variable Payment Unit Value.................................................20
  Number of Variable Payment Units............................................20
  Exchange of Variable Payment Units..........................................21

<PAGE>

                                   DEFINITIONS

ACCUMULATION  UNIT means an  accounting  unit of measure used to  calculate  the
accumulation value of the Variable Account.

ACCUMULATION  VALUE  means  the  dollar  value as of any  Valuation  Date of all
amounts accumulated under this policy.

AGE means age last birthday.

ALLOCATION  DATE means the first  business day following  the  completion of the
RIGHT TO EXAMINE THIS POLICY period.

BENEFICIARY  means the  person,  persons or entity you name to receive the death
benefit of this policy.

EXECUTIVE  OFFICER  means  the  president,  vice  president,  the  secretary  or
assistant secretary of United of Omaha Life Insurance Company.

FIXED  ACCOUNT  means the account which  consists of general  account  assets of
United of Omaha Life Insurance Company.

INVESTMENT OPTIONS means the Series Funds currently  available under the policy,
plus the Fixed Account. Current Investment Options are shown on the data pages.

LOAN ACCOUNT means an account  established for any amounts  transferred from the
Fixed Account and Subaccounts as a result of loans. The Loan Account is credited
with interest and is not based on the experience of the Variable Account.

MONTHLY  DEDUCTION  DATE  means the date of issue  and the same date each  month
thereafter.

NET PREMIUM and NET ADDITIONAL PAYMENT mean a premium or additional payment less
the premium charges shown on the data pages.

NET ASSETS OF THE VARIABLE  ACCOUNT  means the market  value of the  investments
held by the Variable Account.

NET ASSET VALUE PER SHARE means the market value of a Series  Fund's  investment
Portfolio divided by the number of shares in the Portfolio.

OUR, US AND WE refer to United of Omaha Life Insurance Company, Omaha, Nebraska.

PAYEE means the person who receives payments under this policy.

PORTFOLIO  means a Series Fund's  separate  investment  series that is available
under the policy.

PROCEEDS means the death benefit, the cash surrender value or the amount payable
at maturity.

RIDER  means a policy  provision  added to this  policy  to  expand or limit the
benefits payable.

SERIES FUNDS means those open-ended  management  companies in which the Variable
Account invests.

SPECIFIED AMOUNT means the amount of insurance  selected.  The initial Specified
Amount is shown on the data pages.  The current  Specified Amount is the initial
Specified Amount plus any later increase and less any later decrease.

SUBACCOUNT means that portion of the Variable Account which invests in shares of
mutual funds or any other investment Portfolios that we determine to be suitable
for this policy's purposes.

VALUATION  DATE  means  each day that the New York  Stock  Exchange  is open for
trading.

VALUATION PERIOD means 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.

                                       1
<PAGE>


VARIABLE ACCOUNT means a separate account maintained by us in which a portion of
our assets has been allocated for this and certain other  policies.  It has been
designated on the data pages.

YEAR  means  policy  year  measured  from  the date of  issue  unless  otherwise
indicated.

YOU and YOUR refer to the owner of this policy.


                               GENERAL PROVISIONS

THE ENTIRE CONTRACT

The entire contract is this policy, any riders, endorsements and amendments, and
the signed  application(s),  a copy of which is attached. All statements made in
the application will, in the absence of fraud, be deemed representations and not
warranties. We will not use any statement to contest this policy or deny a claim
unless it is in the application.

Any change of this policy requires the written consent of an executive  officer.
No agent has the authority to change this contract or waive any of its terms.

We may amend  this  policy to qualify it as life  insurance  under the  Internal
Revenue  Code of 1986,  as amended.  Any  amendment  may be  effective as of the
policy's date of issue.


DELAY OF PAYMENTS

We will usually pay any amounts  payable  from the Variable  Account as a policy
loan,  partial  withdrawal or cash surrender  within seven days after we receive
your written request in a form satisfactory to us. We can postpone such payments
or any transfers of amounts between Subaccounts or into the Fixed Account or the
Loan 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  and  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;
    (d) the Securities and Exchange  Commission permits delay for the protection
of security holders.

The applicable rules of the Securities and Exchange Commission will govern as to
whether the conditions in (c) or (d) exist.

We may defer payment of policy loans,  partial  withdrawals  or a cash surrender
from the  Fixed  Account  for up to six  months  from the date we  receive  your
written request.


INCONTESTABILITY

We will not  contest  the  validity  of this  policy  after it has been in force
during the lifetime of the Insured for two years from the date of issue.

We will not contest the  validity  of an  increase in current  Specified  Amount
after this policy has been in force  during the  lifetime of the Insured for two
years from the  effective  date of the  increase.  Any contest of an increase in
Specified  Amount will be based on material  representations  in the application
for that increase.

We will not  contest  the  validity  of this  policy  after it has been in force
during the lifetime of the Insured for two years from the date of reinstatement.
Any contest after  reinstatement  will based on material  representations in the
application for reinstatement.

                                       2
<PAGE>

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Insured has been  misstated,  the death benefit will be
the amount which would be purchased by the most recent cost of insurance charges
at the correct age and sex.


NONPARTICIPATING

No dividends will be paid. This policy will not share in our surplus earnings or
profits.


PERIODIC REPORTS

At least once each year we will send you a statement  showing your  Accumulation
Value and death  benefit as of a date not more than two months prior to the date
of mailing.  We will also send such  statements as may be required by applicable
state and federal laws, rules and regulations.


POLICY DATES

The following dates are measured from the date of issue:

    (a) policy months;
    (b) policy years;
    (c) policy anniversaries; 
    (d) Monthly Deduction Dates;
    (e) premium due date;
    (f) the maturity date; and 
    (g) the effective date of surrender.


                                    EXCLUSION

SUICIDE

We will not pay the death benefit if the  Insured's  death results from suicide,
while sane or insane,  within two years from the date of issue.  Instead we will
pay the sum of the premiums paid since issue less any loans and less any partial
withdrawals.

We will not pay that portion of the death benefit  resulting from an increase in
current Specified Amount if the Insured's death results from suicide, while sane
or insane, within two years from the effective date of the increase.  Instead we
will pay the sum of the cost of  insurance  charges for the  increase  since the
date of the increase.


                           POLICYOWNER AND BENEFICIARY

OWNERSHIP

The owner is:

    (a) the Insured;
    (b) the applicant,  if other than the Insured;  or
    (c) any absolute assignee of record.


While the Insured is alive,  only you may exercise the rights under this policy.
You may name a new owner as described in the CHANGE OF OWNERSHIP AND  ASSIGNMENT
provision.

                                       3
<PAGE>


CHANGE OF OWNERSHIP AND ASSIGNMENT

You may name a new owner of this policy by an absolute  assignment  or pledge it
as collateral by a collateral assignment.  The assignment must be in writing. No
assignment  will be binding on us until we record and acknowledge it. We are not
responsible  for the validity or effect of an  assignment  of this  policy.  The
rights of any Beneficiary will be subject to a collateral assignment.

If the  Beneficiary  of this policy is  irrevocable,  a change of ownership or a
collateral assignment may be made only by joint written request from you and the
irrevocable Beneficiary.


BENEFICIARY

The  Beneficiary is named in the application and may be changed as stated in the
BENEFICIARY CHANGE provision, unless the Beneficiary is irrevocable.


BENEFICIARY CHANGE

To  change  a  Beneficiary,  send  us  a  written  request.  When  recorded  and
acknowledged  by us, the change will be  effective as of the date you signed the
request. The change will not apply to any payments made or other action taken by
us before recording.

If the Beneficiary is irrevocable,  you may change the Beneficiary only by joint
written request from you and the irrevocable Beneficiary.


                           PREMIUMS AND REINSTATEMENT

CONSIDERATION

The  consideration  for this  policy is the  application  and the payment of the
initial premium and the additional payment, if any.


PAYMENT OF PREMIUMS

You may pay  premiums  at our Home  Office or to an  authorized  agent.  Planned
premiums may be paid:

    (a) annually;
    (b) semiannually; or
    (c) at other intervals we offer.

We will send you a receipt for any payment signed by an executive officer if you
request one.


PLANNED PREMIUMS AND ADDITIONAL PAYMENTS

The planned  premium and the payment  mode you  selected in the  application  is
shown on the data pages.

Beginning  with the second  year you may change the  planned  premium  once each
year. The planned premium is flexible.

You may also make additional payments. The amount of any additional payment paid
with the initial premium is shown on the data pages.

Changes in the planned  premiums  and  acceptance  of  additional  payments  are
subject to our  approval.  We reserve the right to limit  premiums or refund any
values in order to qualify  this  policy as life  insurance  under the  Internal
Revenue Code of 1986, as amended.

                                       4

<PAGE>

ALLOCATION OF  NET PREMIUMS

We will  allocate  net  premiums to the Money  Market Fund until the  Allocation
Date.  On the  Allocation  Date the net premium will be allocated to one or more
Investment Options according to your instructions.

You may change your allocation  instructions by written request. The change will
be effective on the date we receive your  request.  The change will apply to any
additional premiums paid after the date of the change.


NO-LAPSE PERIOD

This provision applies only if:

    (a) either the  minimum  monthly  premium or the  lifetime  monthly  premium
requirement has been met; and
    (b) the policy has never been reinstated; and
    (c) no  Additional  Insured  Term  Insurance  Rider  covering the Insured is
attached.

The  minimum  monthly  premium  per $1,000 of  Specified  Amount and the minimum
No-Lapse  Period are shown on the data pages.  If you meet the  minimum  monthly
premium requirement,  then the policy will not enter the grace period during the
minimum No-Lapse Period, if applicable.

The minimum  monthly  premium  requirement is met on any monthly  deduction date
when the total  premiums  paid since the policy's date of issue less any partial
withdrawals,  accumulated  at 4%  interest,  less any  outstanding  policy loan,
equals or exceeds the minimum monthly premium accumulated at 4% interest.

The lifetime  monthly  premium per $1,000 of  Specified  Amount and the lifetime
No-Lapse  Period are shown on the data pages.  If you meet the lifetime  monthly
premium requirement,  then the policy will not enter the grace period during the
lifetime No-Lapse Period, if applicable.

The lifetime  monthly premium  requirement is met on any monthly  deduction date
when the total  premiums  paid since the policy's date of issue less any partial
withdrawals,  accumulated  at 4%  interest,  less any  outstanding  policy loan,
equals or exceeds the lifetime monthly premium accumulated at 4% interest.


GRACE PERIOD

If there is no  outstanding  policy  loan,  the grace  period  will begin on any
Monthly  Deduction  Date when the  Accumulation  Value is not  enough to pay the
Monthly  Deduction,  subject to the NO-LAPSE  PERIOD  provision.  If there is an
outstanding  policy loan,  the grace period will begin on any Monthly  Deduction
Date when the cash  surrender  value is not enough to pay the Monthly  Deduction
and any unpaid loan interest, subject to the NO-LAPSE PERIOD provision.

Written  notice will be sent to your last known address and that of any assignee
of record within 30 days after the start of the grace  period.  We will allow 61
days from the start of the  grace  period  for the  payment  of an amount  large
enough to pay all unpaid  Monthly  Deductions  and unpaid  loan  interest.  This
policy  will  remain in force  during the grace  period.  If the  payment is not
received by the end of the grace  period,  this policy will  terminate as of the
first day of the grace period. If the death of the Insured occurs on the Monthly
Deduction Date or during the grace period,  any past due Monthly  Deductions and
unpaid loan interest will be deducted in determining the death benefit.


REINSTATEMENT

If this policy lapses and has not been  surrendered  for cash, you may reinstate
it  within  five  years of the date of lapse  and  prior to the  maturity  date,
subject to the following:

    (a) written application signed by you and the Insured;
    (b) evidence of insurability satisfactory to us;
    (c) payment of an amount large  enough to continue  this policy in force for
        three months; and

                                       5
<PAGE>

    (d) re-establishment  of  surrender  charges,  if  any,  measured  from  the
        original date of issue to the date of reinstatement.

The effective date of reinstatement  will be the date we approve the application
for reinstatement.

The  Specified  Amount of the  reinstated  policy may not  exceed the  Specified
Amount at the time of lapse.  The  Accumulation  Value on the effective  date of
reinstatement will equal:

    (a) the amount required in (c) above; plus
    (b) any applicable  surrender  charge(s)  measured from the original date of
        issue to the date of reinstatement; less
    (d) the Monthly Deduction for the current month.


                                  DEATH BENEFIT

CHANGE IN SPECIFIED AMOUNT

After the first  year,  you may change the  current  Specified  Amount once each
year.

You  must  apply  for  any  increase  in  current  Specified  Amount  with a new
application  and  provide  evidence  of  insurability  satisfactory  to us.  The
Specified Amount may not be increased after the Insured attains age 90.

Any  decrease  in current  Specified  Amount  will be subject to the  applicable
surrender charge as described in the SURRENDER CHARGE provision. A decrease will
be subject to a minimum  Specified Amount of $100,000  remaining in force during
policy years one through five and $50,000 remaining in force thereafter.

An  increase  or decrease  will go into  effect on the  Monthly  Deduction  Date
following the date we approve the change.  We will send you an amendment showing
the current Specified Amount after the change.

An  increase or  decrease  in current  Specified  Amount will change the minimum
monthly  premium and lifetime  monthly  premium  requirements  applicable to the
NO-LAPSE PERIOD provision.


DEATH BENEFIT OPTIONS

The death benefit  equals  either death benefit  Option 1 less any loan or death
benefit  Option 2 less any loan. We will pay the death benefit  according to the
death  benefit  option  in  effect at the time of the  Insured's  death.  Unless
otherwise requested, Option 1 is in effect.

Option 1 is the greater of:

    (a) the current Specified Amount; or
    (b) the policy's  Accumulation  Value on the date of death plus the corridor
        amount.

Option 2 is the  policy's  Accumulation  Value  on the  date of  death  plus the
greater of:

    (a) the current Specified Amount; or
    (b) the corridor amount.

The  corridor  amount  is the  Accumulation  Value  multiplied  by the  corridor
percentage from the table shown below for the Insured's attained age.

                                       6
<PAGE>


- - - ---------------------------------------------------------
Attained  Corridor  Attained Corridor Attained Corridor
   Age    Percentage  Age   Percentage  Age    Percentage
- - - ---------------------------------------------------------
  0-40      150%      54       57%       68       17%
   41       143%      55       50%       69       16%
   42       136%      56       46%       70       15%
   43       129%      57       42%       71       13%
   44       122%      58       38%       72       11%
   45       115%      59       34%       73       9%
   46       109%      60       30%       74       7%
   47       103%      61       28%     75-90      5%
   48        97%      62       26%       91       4%
   49        91%      63       24%       92       3%
   50        85%      64       22%       93       2%
   51        78%      65       20%       94       1%
   52        71%      66       19%     95-99      0%
   53        64%      67       18%      100+      1%
- - - ---------------------------------------------------------

After the first year,  you may change the death  benefit  option once each year.
The change  will take effect on the  Monthly  Deduction  Date after we receive a
written  request for change,  at which time the death  benefit  will reflect the
change in option.

Changes  in the death  benefit  option  may  result  in a change in the  current
Specified  Amount.  We will increase or decrease the current Specified Amount to
maintain the death benefit that was in effect  before the death  benefit  option
change.  Any decrease  resulting  from a change in death benefit  option will be
subject to the applicable  surrender charge as described in the SURRENDER CHARGE
provision.

We will send you an amendment showing the death benefit option in effect and the
current Specified Amount after the change.

An  increase  or decrease in current  Specified  Amount  resulting  from a death
benefit  option  change  will change the minimum  monthly  premium and  lifetime
monthly premium requirements applicable to any No-Lapse Period.


                              THE VARIABLE ACCOUNT


GENERAL DESCRIPTION

The name of the Variable  Account is shown on the data pages.  The assets of the
Variable  Account are our  property.  These assets are not  chargeable  with the
liabilities  arising  out of any other  business we may  conduct,  except to the
extent that they exceed the  liabilities of the Variable  Account  arising under
the policies supported by the Variable Account.


INVESTMENT ALLOCATIONS TO THE VARIABLE ACCOUNT

The assets of the Variable Account are divided by Portfolios. Where appropriate,
the  Portfolios are divided by Funds within the  Portfolio.  This  establishes a
series of Subaccounts within the Variable Account.

We may, from time to time, add other Investment  Options.  In such event you may
be permitted to select from these other Investment Options.  Your selections may
be limited by the terms and conditions we may impose on such transactions.

We may also substitute other  Investment  Options.  If required,  approval of or
change of any investment  policy will be filed with the Insurance  Department of
the state in which this policy was delivered.

                                       7
<PAGE>
 
VALUATION OF ASSETS

Assets of shares of Portfolios  within each  Subaccount  will be valued at their
Net Asset Value on each Valuation Date.


TRANSFERS BETWEEN SUBACCOUNTS

After the end of the RIGHT TO EXAMINE THIS POLICY  period,  you may transfer all
or part of your interest in a Subaccount  to another  Subaccount or to the Fixed
Account.  You may make 12  transfers  each year without  charge.  We reserve the
right to charge a $10 fee for  additional  transfers,  to be  deducted  from the
amount transferred.

We reserve the right at any time and without prior notice to any party to modify
the transfer privileges described above.


DOLLAR COST AVERAGING

Under the Dollar Cost  Averaging  program you may  instruct us to  automatically
transfer between Investment Options, on a periodic basis, a predetermined dollar
amount or percentage of accumulation value. The automatic transfers will be made
from any one Subaccount or the Fixed Account to any other Subaccount.

Automatic transfers can occur monthly, quarterly, semi-annually or annually. The
amount  transferred  each  time  must be at  least  $100  and at  least  $50 per
Subaccount.  At the time the  program  begins  there must be at least  $5,000 of
accumulation value in the applicable  Subaccount or the Fixed Account, or enough
to cover one year's transfers.

If transfers  are made from the Fixed  Account,  the maximum  periodic  transfer
amount  is 10% of that  account's  value at the time of  election,  or enough to
provided  transfers for 10 months.  There is no maximum  transfer amount for the
Subaccounts.

You may request  Dollar Cost  Averaging at the time of application or at a later
date.  Transfers  will  begin  on the  first or 15th  day of the  month,  as you
request. If the first or 15th day of the month is not a Valuation Date, then the
transfer will be processed on the next  following  Valuation  Date.  The program
will end when:

    (a) the number of transfers you have requested have been made; or
    (b) when the value in the applicable Subaccount or the Fixed Account is less
        than $500;

whichever occurs first.

You may increase or decrease the amount or  percentage  of the  transfers or end
the program by sending us written notice.  There is no charge for  participation
in this program.


ASSET ALLOCATION PROGRAM

Under the Asset  Allocation  Program you may instruct us to allocate net premium
payments and the Accumulation  Value among the Subaccounts and the Fixed Account
according to your instructions,  or according to instructions  recommended by us
and  approved by you. We will  allocate  your net premium  payments and transfer
accumulation  value among the  Investment  Options to maintain  conformity  with
current instructions. This will "rebalance" your investments.

At the time the program  begins,  there must be at least $10,000 of Accumulation
Value in the policy.  Rebalancing  will be done on a quarterly,  semi-annual  or
annual basis,  as you request.  Transfers  made in accordance  with this program
will not be counted toward the 12 free transfers allowed each year.

                                       8
<PAGE>


You may request  participation  in the Asset  Allocation  Program at the time of
application  or at a later date. You may change your  allocation  percentages or
end  the  program  by  sending  us  written  notice.  There  is  no  charge  for
participation in this program.


                                THE FIXED ACCOUNT

GENERAL DESCRIPTION

Any part of the net premium allocated to the Fixed Account or transferred to the
Fixed Account  under the policy  becomes part of the general  account  assets of
United of Omaha Life Insurance  Company.  The Fixed Account  includes our assets
that are not  segregated in separate  accounts.  We maintain sole  discretion to
invest the assets of the Fixed Account, subject to applicable law.


TRANSFERS FROM THE FIXED ACCOUNT

Once  each year you may  transfer  part of the  accumulation  value in the Fixed
Account to the  Subaccounts.  The maximum  percentage that may be transferred is
10% of the value in the Fixed Account on the date of the  transfer.  There is no
charge for this transfer.

We  reserve  the  right  to  defer  transfers  from  the  Fixed  Account  to the
Subaccounts for up to six months from the date we receive your written request.

You may transfer  amounts from the Subaccounts to the Fixed Account at any time.
However,  we reserve the right to restrict  transfers  back to the Fixed Account
for up to six months immediately following a transfer to the Subaccounts.

                                  POLICY VALUES

ACCUMULATION VALUE

On the date of issue the Accumulation  Value equals the initial net premium less
the Monthly  Deduction for the first month. On any Monthly  Deduction Date after
the date of issue the Accumulation Value equals:

    (a) the total of the values in each  Subaccount;  plus 
    (b) the  accumulation value of the  Fixed  Account;  plus 
    (c) the  accumulation value of the Loan Account; less
    (d) the Monthly Deduction for the current month.

The value for each Subaccount equals:

    (a) the current number of Accumulation Units;  multiplied by 
    (b) the current unit value.

ACCUMULATION UNIT

Each net premium is converted into Accumulation  Units. This is done by dividing
the net premium by the  Accumulation  Unit value for the Valuation Period during
which  the net  premium  is  allocated  to the  Variable  Account.  The  initial
Accumulation  Unit value for each  Subaccount  was set when the  Subaccount  was
established.  The 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 Fund  multiplied  by the number of
        shares held in the Subaccount,  before the purchase or redemption of any
        shares on that date; divided by

                                       9
<PAGE>

    (b) the total number of  Accumulation  Units held in the  Subaccount  on the
        Valuation Date,  before the purchase or redemption of any shares on that
        date.


THE FIXED ACCOUNT

The accumulation value of the Fixed Account on any Monthly Deduction Date before
deducting the Monthly Deduction equals:

    (a) the  value  as of the  last  Monthly  Deduction  Date;  plus 
    (b) any net premiums  credited  since  the last  Monthly  Deduction  Date;
        plus 
    (c) any transfers from the Subaccounts to the Fixed Account since the last 
        Monthly Deduction Date; plus
    (d) any transfers  from the Loan Account to the Fixed Account since the last
        Monthly Deduction Date; less
    (e) any transfers from the Fixed Account to the  Subaccounts  since the last
        Monthly Deduction Date; less
    (f) any transfers  from the Fixed Account to the Loan Account since the last
        Monthly Deduction Date; less
    (g) any  partial  withdrawals  and  surrender  charge  taken  from the Fixed
        Account since the last Monthly Deduction Date; less
    (h) interest credited on the balance.

We guarantee that the  accumulation  value in the Fixed Account will be credited
with an effective annual interest rate of at least 4%.


PARTIAL WITHDRAWALS

After  the first  year you may  withdraw  part of the  Accumulation  Value.  The
minimum partial  withdrawal is $250. The maximum partial withdrawal is an amount
such  that the  remaining  cash  surrender  value is not less  than $500 and the
Specified  Amount is not less than  $100,000 in policy years one through five or
not less than $50,000 thereafter.

If Death  Benefit  Option 1 is in  effect,  the  following  will  apply for each
partial withdrawal:

    (a) the  current  Specified  Amount  will be  reduced  by the  amount of the
        withdrawal; and
    (b) the Accumulation Value will be reduced by:
         (1) the amount of the withdrawal; and
         (2) the  surrender  charge   applicable  to  the  decrease  in  current
             Specified Amount, as described in the SURRENDER CHARGE provision.

We will send you an  amendment  showing the current  Specified  Amount after the
withdrawal.

If Death Benefit Option 2 is in effect,  the Accumulation  Value will be reduced
by the amount of the withdrawal.

The  amount  of cash  withdrawal  requested  and any  surrender  charge  will be
deducted  from  the  Accumulation  Value  on the date we  receive  your  written
request.  Partial  withdrawals will result in cancellation of Accumulation Units
from each  applicable  Subaccount.  In the  absence  of  instructions  from you,
amounts will be deducted  from the  Subaccounts  and the Fixed  Account on a pro
rata  basis.  No more than a pro rata  amount  may be  withdrawn  from the Fixed
Account for any partial  withdrawal.  We reserve the right to defer  withdrawals
from the  Fixed  Account  for up to six  months  from the date we  receive  your
written request.

Partial  withdrawals  may  change  the  minimum  and  lifetime  monthly  premium
requirements applicable to the NO-LAPSE PERIOD provision.


                                 POLICY CHARGES

MONTHLY DEDUCTION

The Monthly Deduction equals:

                                       10
<PAGE>

    (a) the cost of insurance  for the current  month;  plus 
    (b) the cost of any riders for the current  month;  plus
    (c) the risk  charge  shown on the data pages; plus
    (d) the administrative charge shown on the data pages.

The  Monthly  Deduction  will be  deducted  from the  Subaccounts  and the Fixed
Account on a pro rata basis on each Monthly Deduction Date.


COST OF INSURANCE

The  guaranteed  cost of insurance  each month used in  calculating  the Monthly
Deduction equals:

    (a) the net amount at risk for the month; multiplied by
    (b) the guaranteed cost of insurance charge per $1,000 of Specified  Amount;
        divided by 
    (c) 1,000.

The guaranteed  monthly cost of insurance charge for each $1,000 is shown on the
data pages. The charge is based on the Insured's attained age, sex, and risk and
rate classes.

The net amount at risk in any month equals:

    (a) the death benefit; less
    (b) the Accumulation Value on the Monthly Deduction Date after deducting the
        rider  charge,  if any, the risk charge for the current  month,  and the
        administrative charge.

We may use current cost of insurance charges less than those shown. Current cost
of insurance  charges are based on the  Insured's  issue age, sex, risk and rate
classes,  the current  Specified  Amount,  and the length of time the policy has
been in force. We reserve the right to change current cost of insurance charges.
Changes in cost of insurance rates will be by class and will be based on changes
in future expectations of factors such as:

    (a) investment earnings;
    (b) mortality;
    (c) persistency; and
    (d) expenses.


EXPENSE CHARGES

The expense  charges are shown in the POLICY CHARGES  section of the data pages.
They include:

    (a) a risk charge;
    (b) an administrative charge;
    (c) premium charges for tax expenses and premium  processing  expenses;  and
    (d) a transfer charge.


SURRENDER CHARGE

If you surrender your policy during the first 12 years, a surrender  charge will
be  deducted  from the  Accumulation  Value.  A  surrender  charge  will also be
deducted if the current Specified Amount is decreased during the first 12 years.

Surrender  charges vary by issue age, sex and risk class, and the length of time
your policy has been in force.  Charges for each $1,000 of Specified  Amount and
decrease in current Specified Amount are shown in the data pages.

                                       11
<PAGE>

                           POLICY LOANS AND REPAYMENTS

POLICY LOANS

After the first year you may obtain a loan for all or part of the cash surrender
value less:

    (a) the loan interest to the end of the year; and 
    (b) the Monthly  Deduction for one month.

This policy must be assigned to us as sole security for the loan.

We will transfer all loan amounts from the  Subaccounts and the Fixed Account to
the Loan Account. The amounts will be transferred on a pro rata basis.

Loan  interest  is payable at the rate of 5.7% in advance (6%  effective  annual
rate).  Interest is due on each policy anniversary.  If the interest is not paid
when due, we will  transfer an amount equal to the unpaid loan interest from the
Subaccounts and the Fixed Account to the Loan Account on a pro rata basis.

We will credit 4% interest to any amounts in the Loan  Account,  except  amounts
equal to a Preferred Loan as described below.

The death benefit will be reduced by the amount of any loan  outstanding  on the
date of the Insured's death.

We may defer making a loan for six months  unless the loan is to pay premiums to
us.

PREFERRED LOANS

Beginning in the 10th policy year,  Preferred  Loans are available.  A Preferred
Loan will be credited with 6% interest. Any loan outstanding at the beginning of
the 10th policy year will become a Preferred Loan from that point forward.


LOAN REPAYMENTS

All or part of the loan may be repaid at any time while this policy is in force.
The amount of a loan repayment  will be deducted from the Loan Account.  It will
be  re-allocated  among  the  Fixed  Account  and the  Subaccounts  in the  same
percentages as the Accumulation Value is allocated on the date of repayment.

You should  identify any payment  intended to reduce a loan as a loan repayment;
otherwise, it will be added to the Accumulation Value.


                            COVERAGE BEYOND MATURITY

COVERAGE BEYOND MATURITY

Prior to thirty days before the maturity  date of this policy,  you may elect to
continue the policy in force beyond the maturity date. The election must be made
by written request.
The following will apply:

    (a) The  allocation of the  Accumulation  Value to the  Subaccounts  and the
        Fixed Account will be maintained according to your instructions;
    (b) The cost of insurance  charge will be zero; 
    (c) The risk charge will be zero; 
    (d)  The  administrative  charge  will  be  zero; 
    (e)  The  corridor percentage  will be fixed at 1% ; 
    (f) The death benefit option will be fixed at Option 1;
  
                                     12
<PAGE>

    (g) Any riders  attached to the policy that are then in force will end;
    (h) The Insured's date of death will be considered this policy's maturity
        date.

All other  rights and  benefits as  described  in the policy  will be  available
during  the  lifetime  of the  Insured,  except  that we  will  not  accept  any
additional premium payments after coverage beyond maturity has been elected.


                       INSURANCE AND NONFORFEITURE OPTIONS

SURRENDER FOR CASH

While the Insured is alive, you may terminate this policy for its cash surrender
value.  The policy must be returned to us to receive the cash  surrender  value.
The cash surrender value equals:

    (a) the  Accumulation  Value at the end of the Valuation  Period in which we
        receive your written request; less
    (b) any outstanding  policy loan and unpaid loan interest;  and less
    (c) any applicable surrender charge.

With regard to amounts allocated to the Fixed Account,  the cash surrender value
will be equal to or greater than the minimum cash  surrender  value  required by
the state in which this  policy was  delivered.  If the risk class  shown on the
data pages is "Nontobacco,"  then the values are based on the Commissioners 1980
Standard  Nonsmoker  Mortality  Table, age last birthday with interest at 4%. If
the risk class shown on the data pages is  "Tobacco,"  then the values are based
on the  Commissioners  1980 Standard Smoker  Mortality Table, age last birthday,
with interest at 4%.

We may defer payment of a cash surrender from the Fixed Account for six months.


CONTINUATION OF INSURANCE

If no additional premiums are paid, this policy will continue as follows:

    (a) if there are no outstanding  policy loans,  until the Accumulation Value
        is not enough to pay the  Monthly  Deduction,  subject  to the  NO-LAPSE
        PERIOD provision, if applicable, and the GRACE PERIOD provision;
    (b) if there are any  outstanding  policy  loans,  until the cash  surrender
        value is not enough to pay the  Monthly  Deduction  and any unpaid  loan
        interest,  subject to the NO-LAPSE PERIOD provision, if applicable,  and
        the GRACE PERIOD provision; or
    (c) until the maturity date,

whichever occurs first.

We will pay you any remaining  Accumulation  Value less any  outstanding  policy
loan and unpaid  loan  interest  at  maturity  if the Insured is then living and
coverage beyond maturity is not elected.


                  PAYOUT OPTIONS FOR PAYMENT OF POLICY PROCEEDS

GENERAL CONDITIONS

While the Insured is alive,  you may choose to have the Proceeds  paid under any
combination  of the fixed and variable  payout  options shown in this policy.  A
Beneficiary  may also have the death  benefit  applied  to a payout  option.  If
another  option is not chosen within 60 days of the date we receive due proof of
death, we will make payment in a lump sum.

We reserve the right to pay the Proceeds in one sum:

    (a) when the Proceeds are less than $2,000; or
    (b) when the option of payment  chosen would result in periodic  payments of
        less than $20.
                                       13
<PAGE>

Payees  must be  individuals  who receive  payments  in their own behalf  unless
otherwise  agreed  to by us.  Any  option  chosen  will  be  effective  when  we
acknowledge it.

We may  require  proof of your age or  survival  or the age or  survival  of the
Payee.

The  guaranteed  minimum  interest rate used in the fixed payout  options is 3%.
Using a  procedure  approved  by our  Board of  Directors,  we may pay or credit
additional interest annually.

When the last Payee dies, we will pay to the estate of that Payee:

    (a) any amount on deposit; or
    (b) the then present  value of any  remaining  guaranteed  payments  under a
        fixed option.


PAYOUT OPTIONS

1.  PROCEEDS HELD ON DEPOSIT AT INTEREST

    This option is available  on a fixed  basis.  While the Proceeds are held by
    us, we will annually:

        (a)pay interest to any Payee; or
        (b)add interest to the Proceeds.

2.  INCOME OF A SPECIFIED AMOUNT

    This option is  available on either a fixed or variable  basis.  We will pay
    the Proceeds in installments  of a Specified  Amount until the Proceeds with
    interest have been fully paid.

3.  INCOME FOR A SPECIFIED PERIOD

    This  option is  available  on a fixed  basis.  We will pay the  Proceeds in
    installments  for the number of years you choose.  The  monthly  incomes for
    each $1,000 of Proceeds  are shown in the  following  table.  These  amounts
    include interest. We will provide the income amounts for payments other than
    monthly upon request.


- - - ------------------------------------------------
 Years  Monthly  Years  Monthly  Years  Monthly
Chosen   Income  Chosen Income  Chosen  Income
- - - ------------------------------------------------
   1     $84.47    8     $11.68   15      $6.87
   2      42.86    9      10.53   16       6.53
   3      28.99    10      9.61   17       6.23
   4      22.06    11      8.86   18       5.96
   5      17.91    12      8.24   19       5.73
   6      15.14    13      7.71   20       5.51
   7      13.16    14      7.26
- - - ------------------------------------------------


4.  LIFETIME INCOME

    This option is  available on either a fixed or variable  basis.  We will pay
    the  Proceeds  as a  monthly  income  for as long as the  Payee  lives.  The
    following guarantees are available:

        (a)GUARANTEED  PERIOD - The  monthly  income  will be paid for a certain
           number of years and as long thereafter as the Payee lives; or
        (b)GUARANTEED AMOUNT  (INSTALLMENT  REFUND) - 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 Payee lives.

    The monthly  income as a fixed payout will be the amount  computed using one
of the following bases:

        (a)the Lifetime  Monthly  Income Table for Fixed Payout Option 4 shown 
           in this policy; or
        (b)if more  favorable to the Payee,  our then current  lifetime  monthly
           income rates for payment of Proceeds.

                                       14
<PAGE>


    The Lifetime  Monthly Income Table for Fixed Payout Option 4 is based on the
    1983a Mortality Table and interest at 3%.

5.  LUMP SUM

    The Proceeds will be paid in one sum.

6.  OTHER OPTIONS

    Upon request and if available,  we will provide  payments for other options,
    including joint and survivor periods.

Additional  information  about any of the options may be obtained by  contacting
us.
<TABLE>


                   LIFETIME MONTHLY INCOME TABLE FOR FIXED PAYOUT OPTION 4
                          MONTHLY INCOME FOR EACH $1,000 OF PROCEEDS
<CAPTION>


- - - ----------------------------------------------------------------------------------------------
Age Last Guaranteed Guaranteed Age Last Guaranteed Guaranteed Age Last Guaranteed Guaranteed
Birthday   Period     Amount   Birthday   Period     Amount   Birthday   Period     Amount
        ----------------------         ----------------------          ------------------------
of Payee Male Female Male Female of Payee Male Female Male Female of Payee Male Female Male Female
- - - ----------------------------------------------------------------------------------------------
<S>       <C>   <C>   <C>  <C>    <C>   <C>         <C>          <C>  <C>    <C>   <C>   <C>  
  7 and
 under   $2.84 $2.77 $2.83$2.76
   8      2.85  2.78  2.84 2.77   34    $3.40$3.23  $3.36$3.20   60   $5.14  $4.66 $4.86 $4.48
   9      2.86  2.79  2.85 2.78   35     3.44 3.26   3.39 3.23   61    5.27   4.76  4.96  4.56
   10     2.87  2.80  2.86 2.79   36     3.48 3.29   3.42 3.26   62    5.39   4.87  5.07  4.66
   11     2.89  2.81  2.88 2.80   37     3.52 3.32   3.46 3.29   63    5.53   4.98  5.19  4.75
   12     2.90  2.82  2.89 2.82   38     3.56 3.35   3.49 3.32   64    5.66   5.10  5.30  4.86

   13     2.91  2.83  2.90 2.83   39     3.60 3.38   3.53 3.35   65    5.81   5.22  5.43  4.96
   14     2.93  2.85  2.92 2.84   40     3.65 3.42   3.57 3.38   66    5.96   5.36  5.56  5.08
   15     2.95  2.86  2.93 2.85   41     3.69 3.46   3.61 3.42   67    6.12   5.50  5.70  5.20
   16     2.96  2.87  2.95 2.86   42     3.74 3.50   3.66 3.45   68    6.28   5.65  5.85  5.33
   17     2.98  2.89  2.96 2.88   43     3.79 3.54   3.70 3.49   69    6.44   5.80  6.00  5.47

   18     3.00  2.90  2.98 2.89   44     3.85 3.58   3.75 3.53   70    6.61   5.97  6.16  5.61
   19     3.01  2.92  3.00 2.91   45     3.90 3.63   3.80 3.57   71    6.79   6.14  6.33  5.76
   20     3.03  2.93  3.02 2.92   46     3.96 3.67   3.85 3.61   72    6.96   6.32  6.51  5.93
   21     3.05  2.95  3.04 2.94   47     4.02 3.72   3.90 3.66   73    7.14   6.50  6.69  6.10
   22     3.07  2.96  3.06 2.95   48     4.09 3.78   3.96 3.70   74    7.32   6.69  6.90  6.28

   23     3.09  2.98  3.08 2.97   49     4.15 3.83   4.01 3.75   75    7.50   6.89  7.10  6.47
   24     3.12  3.00  3.10 2.99   50     4.22 3.89   4.07 3.80   76    7.67   7.09  7.32  6.68
   25     3.14  3.02  3.12 3.01   51     4.30 3.95   4.14 3.86   77    7.84   7.29  7.54  6.90
   26     3.16  3.04  3.14 3.02   52     4.37 4.01   4.20 3.91   78    8.01   7.49  7.78  7.12
   27     3.19  3.06  3.16 3.04   53     4.45 4.08   4.27 3.97   79    8.18   7.69  8.03  7.37

   28     3.22  3.08  3.19 3.06   54     4.54 4.15   4.34 4.03   80    8.33   7.89  8.30  7.64
   29     3.24  3.10  3.21 3.09   55     4.62 4.22   4.42 4.10   81    8.48   8.08  8.58  7.90
   30     3.27  3.12  3.24 3.11   56     4.72 4.30   4.50 4.17   82    8.61   8.26  8.88  8.20
   31     3.30  3.15  3.27 3.13   57     4.82 4.38   4.58 4.24   83    8.74   8.43  9.19  8.50
   32     3.33  3.17  3.30 3.15   58     4.92 4.47   4.67 4.31   84    8.86   8.59  9.53  8.81
   33     3.37  3.20  3.33 3.18   59     5.03 4.56   4.77 4.39   85    8.97   8.74  9.83  9.18
                                                              and over
- - - --------------------------=====--------------------------=====--------------------------------
</TABLE>

                                       15
<PAGE>

VARIABLE PAYOUT OPTIONS

You  may  choose  payout  options  2, 4 or 6 to be paid  as  variable  payments.
Variable payments vary according to the net investment return of the Subaccounts
chosen.  If  variable  payments  are being made  under  Option 2 or 6 and do not
involve life  contingencies,  then you may  surrender the policy and receive the
commuted value of any unpaid payments.


FIRST VARIABLE PAYMENT

We will  compute  the dollar  amount of the first  monthly  variable  payment by
applying all or part of the Proceeds to the Variable  Payout Options table shown
in this  policy for the payout  option you  choose.  The table  shows the dollar
amount of monthly payment that you can buy with each $1,000 of Proceeds.

If you have  chosen  more than one  Subaccount,  we will apply the  accumulation
value of each Subaccount  separately to the Variable  Payout Options table.  The
total amount of the first variable payment equals the sum of the payment amounts
payable for each Subaccount.


SECOND AND LATER VARIABLE PAYMENTS

The dollar amount of the second and later  variable  payments is not set. It may
change from month to month.  We will  compute the payment on the 10th  Valuation
Date before the payment is due.

The amount of each variable payment after the first equals:

    (a) the sum of the number of variable  payment units under each  Subaccount;
        multiplied  by 
    (b) the  current  variable  payment  unit  value  for  each Subaccount as of
        the date we compute the payment.

A variable  payment unit is a measuring unit used in computing the amount of the
variable payments. The value of a variable payment unit for each Subaccount will
vary with the net investment return of the Subaccount.

VARIABLE PAYMENT UNIT VALUE

The current value of a variable payment unit for each Subaccount is:

    (a) the value as of the date we computed the last payment; multiplied by 
    (b) the Net Investment  Factor for the Subaccount as of the date on which we
        are computingthe current payment. 

The  Net   Investment   Factor  is  figured  by  dividing   (a)  by  (b),   then
subtracting (c) from the result, then multiplying by the offset factor described
below. The values of (a), (b) and (c) are defined as follows:

    (a) is the net result of
        (1)the Net  Asset  Value of a Fund  share  held in a  Subaccount  as of
           the end of the current payment period; plus or minus
        (2)a per share credit or charge for any taxes we incurred since the last
           computation   date  that  were  charged  to  the   operation  of  the
           Subaccount.
    (b) is the Net Asset Value of a Fund share held in the  Subaccount as of the
        beginning of the current payment period.
    (c) is the asset charge  factor that reflects the expense  charges  deducted
        from the Variable Account.  This factor is equal, on an annual basis, to
        1.20% of the daily net asset value of the Variable Account.

The result of the  calculation  described  above is then  multiplied by a factor
that offsets the assumed  investment rate upon which the Variable Payout Options
table is based.  This allows the actual  investment  rate to be credited.  For a
one-day Valuation Period the factor is 0.99989255,  using an assumed  investment
rate of 4% per year.


NUMBER OF VARIABLE PAYMENT UNITS

The number of variable payment units payable for each Subaccount equals:

     (a) the  amount of the first  monthly  variable  payment  payable  for that
Subaccount; divided by

                                       16
<PAGE>

    (b) the  variable  payment  unit  value for that  Subaccount  as of the 10th
        Valuation Date before the first variable payment is made.

The number of variable  payment units payable for each  Subaccount is fixed when
we compute the first  variable  payment.  The number  remains  fixed  unless you
exchange  variable  payment  units between  Subaccounts.  The number of variable
payment units will not change as a result of investment experience.

We guarantee  that the dollar  amount of each  variable  payment after the first
will not be affected by actual expenses or changes in mortality experience.


EXCHANGE OF VARIABLE PAYMENT UNITS

After  the first  variable  payment  is made,  you may  exchange  the value of a
specified  number of  variable  payment  units of one  Subaccount  for  variable
payment units of another  Subaccount or the Fixed Account.  You may not exchange
variable  payment units of the Fixed  Account for variable  payment units of the
Subaccounts.

The value of the variable  payment units being  exchanged  will be the value for
the Valuation Period during which we receive your request for the exchange.  The
value of the new variable payment units will be such that the dollar amount of a
payment  made on the date of the  exchange  would not  change as a result of the
exchange.

No more than four exchanges may be made each year.
<TABLE>
<CAPTION>

                                VARIABLE PAYOUT OPTIONS TABLE

          MONTHLY PAYOUTS PER $1,000 BASED ON 4.00% INTEREST AND 1983A
        MORTALITY TABLE ALB PROJECTED 20 YEARS WITH PROJECTION SCALE 'G'

- - - -----------------------------------------------------------------------------------------------
                 FEMALE RATES                                     MALE RATES
- - - ---------------------------------------------- ------------------------------------------------
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
  Age     20 Year   10       Life  Installment 20       10 Year    Life      Installment Age
          Certain   Year      Only    Refund   Year     Certain      Only     Refund
           & Life   Certain                    Certain   & Life
                    & Life                     & Life
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
<S>         <C>      <C>      <C>      <C>      <C>       <C>        <C>       <C>        <C>
   0        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       0
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   1        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       1
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   2        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       2
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   3        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       3
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   4        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       4
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   5        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       5
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   6        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       6
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   7        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       7
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   8        3.44     3.45     3.45     3.44     3.50      3.50       3.51      3.50       8
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   9        3.45     3.45     3.45     3.45     3.51      3.51       3.51      3.50       9
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   10       3.46     3.46     3.46     3.46     3.52      3.52       3.53      3.51       10
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   11       3.47     3.47     3.47     3.47     3.53      3.53       3.53      3.52       11
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   12       3.48     3.48     3.48     3.47     3.54      3.54       3.54      3.53       12
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   13       3.48     3.49     3.49     3.48     3.55      3.55       3.56      3.54       13
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   14       3.49     3.50     3.50     3.49     3.56      3.57       3.57      3.56       14
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   15       3.50     3.51     3.51     3.50     3.57      3.58       3.58      3.57       15
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   16       3.51     3.51     3.52     3.51     3.58      3.59       3.59      3.58       16
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   17       3.52     3.53     3.53     3.52     3.60      3.60       3.60      3.59       17
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   18       3.53     3.54     3.54     3.53     3.61      3.62       3.62      3.60       18
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   19       3.54     3.55     3.55     3.54     3.62      3.63       3.63      3.62       19
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   20       3.55     3.56     3.56     3.55     3.64      3.64       3.65      3.63       20
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   21       3.57      357     3.57     3.56     3.65      3.66       3.66      3.65       21
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   22       3.58     3.58     3.58     3.58     3.67      3.67       3.68      3.66       22
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   23       3.59     3.60     3.60     3.59     3.68      3.69       3.70      3.68       23
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   24       3.61     3.61     3.61     3.60     3.70      3.71       3.71      3.70       24
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   25       3.62     3.62     3.63     3.62     3.72      3.73       3.73      3.71       25
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   26       3.63     3.64     3.64     3.63     3.74      3.75       3.75      3.73       26
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   27       3.65     3.65     3.66     3.65     3.76      3.77       3.77      3.75       27
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   28       3.67     3.67     3.67     3.66     3.78      3.79       3.79      3.77       28
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   29       3.68     3.69     3.69     3.68     3.80      3.81       3.81      3.79       29
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   30       3.70     3.71     3.71     3.70     3.82      3.83       3.84      3.81       30
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   31       3.72     3.73     3.73     3.72     3.84      3.86       3.86      3.84       31
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   32       3.74     3.75     3.75     3.74     3.87      3.88       3.89      3.86       32
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   33       3.76     3.77     3.77     3.76     3.89      3.91       3.91      3.89       33
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   34       3.78     3.79     3.79     3.78     3.92      3.94       3.94      3.92       34
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   35       3.80     3.81     3.81     3.80     3.95      3.97       3.97      3.94       35
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   36       3.82     3.84     3.84     3.82     3.97      4.00       4.00      3.97       36
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   37       3.85     3.86     3.86     3.85     4.00      4.03       4.04      4.00       37
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   38       3.87     3.89     3.89     3.87     4.04      4.07       4.07      4.03       38
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   39       3.90     3.92     3.92     3.90     4.07      4.10       4.11      4.06       39
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   40       3.93     3.95     3.95     3.93     4.10      4.14       4.15      4.10       40
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   41       3.96     3.98     3.98     3.96     4.14      4.18       4.19      4.14       41
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   42       3.99     4.01     4.01     3.99     4.18      4.22       4.24      4.18       42
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   43       4.02     4.04     4.05     4.02     4.22      4.27       4.28      4.21       43
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   44       4.05     4.08     4.09     4.05     4.25      4.32       4.33      4.25       44
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   45       4.09     4.12     4.13     4.09     4.30      4.36       4.38      4.30       45
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   46       4.13     4.16     4.17     4.13     4.34      4.41       4.43      4.35       46
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   47       4.16     4.20     4.21     4.16     4.38      4.47       4.49      4.39       47
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   48       4.20     4.24     4.25     4.20     4.43      4.52       4.55      4.44       48
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   49       4.24     4.29     4.30     4.24     4.48      4.58       4.61      4.49       49
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   50       4.29     4.34     4.35     4.29     4.53      4.64       4.68      4.55       50
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   51       4.33     4.39     4.40     4.34     4.58      4.70       4.74      4.61       51
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   52       4.38     4.44     4.46     4.39     4.63      4.77       4.81      4.67       52
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   53       4.43     4.50     4.52     4.44     4.69      4.84       4.89      4.73       53
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   54       4.48     4.56     4.58     4.49     4.74      4.91       4.97      4.80       54
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   55       4.53     4.62     4.65     4.56     4.80      4.99       5.06      4.87       55
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   56       4.59     4.69     4.72     4.62     4.86      5.08       5.14      4.94       56
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   57       4.65     4.76     4.79     4.68     4.92      5.16       5.24      5.02       57
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   58       4.71     4.83     4.87     4.74     4.98      5.25       5.34      5.10       58
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   59       4.77     4.91     4.96     4.82     5.04      5.35       5.45      5.19       59
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   60       4.83     5.00     5.05     4.89     5.01      5.45       5.57      5.28       60
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   61       4.89     5.08     5.14     4.97     5.17      5.56       5.69      5.37       61
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   62       4.96     5.18     5.24     5.06     5.23      5.67       5.82      5.47       62
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   63       5.03     5.28     5.35     5.14     5.29      5.79       5.97      5.58       63
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   64       5.09     5.38     5.47     5.24     5.35      5.92       6.11      5.69       64
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   65       5.16     5.49     5.59     5.34     5.41      6.05       6.28      5.81       65
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   66       5.23     5.61     5.72     5.45     5.47      6.19       6.45      5.93       66
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   67       5.30     5.74     5.86     5.56     5.52      6.32       6.63      6.06       67
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   68       5.37     5.86     6.02     5.68     5.58      6.47       6.84      6.20       68
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   69       5.43     6.00     6.18     5.80     5.63      6.62       7.05      6.35       69
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   70       5.50     6.15     6.36     5.93     5.67      6.78       7.28      6.50       70
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   71       5.56     6.30     6.55     6.07     5.72      6.94       7.51      6.64       71
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   72       5.61     6.46     6.76     6.22     5.76      7.10       7.77      6.82       72
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   73       5.67     6.63     6.99     6.37     5.80      7.27       8.04      6.99       73
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   74       5.72     6.80     7.23     6.55     5.83      7.43       8.33      7.17       74
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   75       5.76     6.99     7.49     6.72     5.86      7.60       8.64      7.37       75
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   76       5.80     7.17     7.77     6.91     5.89      7.77       8.97      7.57       76
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   77       5.83     7.36     8.07     7.11     5.91      7.94       9.32      7.78       77
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   78       5.86     7.55     8.40     7.33     5.93      8.11       9.70      8.01       78
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   79       5.89     7.74     8.75     7.55     5.94      8.28      10.10      8.25       79
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   80       5.91     7.93     9.14     7.78     5.96      8.44      10.54      8.50       80
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   81       5.93     8.12     9.55     8.03     5.97      8.60      10.99      8.76       81
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   82       5.95     8.31     9.99     8.30     5.98      8.75      11.49      9.03       82
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   83       5.96     8.49     10.47    8.57     5.98      8.89      12.01      9.33       83
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   84       5.97     8.66     10.99    8.86     5.99      9.03      12.57      9.62       84
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   85       5.98     8.82     11.56    9.18     6.00      9.16      13.14      9.94       85
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   86       5.99     8.97     12.17    9.49     6.00      9.28      13.77      10.28      86
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   87       5.99     9.11     12.80    9.82     6.00      9.38      14.44      10.62      87
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   88       6.00     9.24     13.51    10.17    6.00      9.48      15.18      11.00      88
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   89       6.00     9.35     14.25    10.53    6.00      9.58      16.96      11.38      89
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   90       6.00     9.46     15.04    10.90    6.00      9.66      15.80      11.81      90
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   91       6.00     9.56     15.81    11.29    6.00      9.74      17.62      12.22      91
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   92       6.00     9.63     16.60    11.69    6.00      9.79      18.52      12.65      92
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   93       6.00     9.71     17.43    12.10    6.00      9.85      19.47      13.15      93
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   94       6.00     9.78     18.32    12.53    6.00      9.90      20.48      13.66      94
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   95       6.00     9.84     19.20    12.99    6.00      9.94      21.59      14.21      95
- - - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------

</TABLE>


Exhibit 5(b) Forms of Rider for the  ULTRALIFE  flexible  premium  variable life
insurance policy.

<PAGE>


                           ACCELERATED BENEFITS RIDER



BENEFITS  PAID UNDER THE TERMS OF THIS RIDER WILL  REDUCE THE DEATH  BENEFIT AND
VALUES OF THE LIFE  INSURANCE  POLICY TO WHICH THIS RIDER IS ATTACHED AND RENDER
THOSE PROVISIONS OF THE POLICY FOR LOANS, WITHDRAWALS OR SURRENDER FOR CASH NULL
AND VOID. RECEIPT OF THIS BENEFIT MAY ALSO AFFECT YOUR INCOME TAX STATUS OR YOUR
ELIGIBILITY FOR STATE OR FEDERAL BENEFITS.  YOU SHOULD CONSULT YOUR PERSONAL TAX
ADVISOR OR THE SOCIAL SECURITY ADMINISTRATION PRIOR TO REQUESTING THIS BENEFIT.



<PAGE>

BENEFIT - While  this  rider is in force the owner may make a one time  election
for payment in advance of a portion or all of the death benefit of the policy to
which this rider is attached if the  Insured is  diagnosed  as having a terminal
illness.

TERMINAL  ILLNESS - Is a medical  condition  that,  with a reasonable  degree of
medical certainty, will result in the death of the Insured in six months or less
from the date a physician's statement is received by us.

PROOF OF TERMINAL ILLNESS - We will require proof,  satisfactory to us, that the
Insured is terminally ill. Proof will include a completed claim form and written
statement  from a  licensed  physician.  We also  reserve  the right to obtain a
second medical opinion at our expense.

ACCELERATED  BENEFIT AMOUNT - The accelerated  benefits  amount  available to be
paid to the owner  will be equal to 96% of the death  benefit  of the  policy to
which this rider is attached plus 96% of the death benefit of any term riders on
the  Insured's  life attached to this policy.  The  accelerated  benefit  amount
payable is subject to a maximum of $500,000.

PAID-UP  INSURANCE  AMOUNT - Any part of the death  benefit not requested by the
owner as an accelerated benefit will be used to provide fully paid

up insurance  payable to the beneficiary at the time of the Insured's death. The
maturity  date of the paid up  insurance  will be the same date as the  maturity
date of the policy to which this rider is attached.

METHOD OF PAYMENT - The  accelerated  benefit will be paid as a lump sum, unless
the owner requests payment in an alternative form that is approved by us.

PAID-UP  INSURANCE  SURRENDER FOR CASH - At any time while the paid up insurance
is in force the owner may request that it be surrendered for its cash value. The
cash value will be the then  present  value of the  remaining  paid up insurance
based on the Commissioners  1980 Standard Ordinary  Mortality Table and interest
at 5.75%.

EXCLUSIONS - Accelerated benefits will not be available if:
    (a) the medical  condition is the result of an intentionally  self-inflicted
        injury;  or
    (b) all or part of the proceeds  have been  awarded to a former  spouse as a
        part of a divorce decree.

We will require the signature of an irrevocable beneficiary or an assignee prior
to releasing any accelerated benefits.

<PAGE>

EFFECTIVE  DATE - The date of  issue of this  rider is the date of issue of this
policy.

TERMINATION - If this accelerated benefit is elected,  the policy and all riders
attached  to the policy  will  terminate.  Any rider  attached  to this  policy,
providing  coverage on a member of the Insured's  family,  that has a conversion
right may be converted.

Thisrider will terminate the earliest of the following: (a) when the accelerated
   benefit is paid; or (b)  termination of the policy;  or (c) the maturity date
   of the policy; or (d) the end of the grace period of an unpaid premium.

GENERAL  - This  rider is a part of the  policy to which it is  attached.  It is
subject to all of the policy provisions that are not inconsistent with the rider
provisions.

United of Omaha Life Insurance Company

/s/ John W. Weekly
President and Chief Executive Officer


<PAGE>

                         ACCIDENTAL DEATH BENEFIT RIDER

BENEFIT -- When we receive  proof that the Insured  died while this rider was in
force and that death  resulted  directly and  independently  of all other causes
from accidental  bodily injury,  we will pay to the beneficiary the amount shown
for this  benefit  on page 3.  This  amount  will be in  addition  to all  other
benefits provided by this policy.

EXCLUSIONS -- This  benefit will not be paid if death  resulted  from any of the
      following: (a) injuries intentionally self-inflicted while sane or insane;
      (b)  injuries  resulting  from the  commission  of a felonious  act by the
      Insured;  (c) injuries  resulting from operating,  riding in or descending
      from any kind of aircraft if the Insured:
           (1)  is a pilot, officer or member of the crew;
           (2) is being flown for the purpose of descent from the aircraft while
           in  flight;  (3) is  giving  or  receiving  any kind of  training  or
           instruction; or (4) has any duties aboard the aircraft;
      (d)  injuries  resulting  from an act of declared or  undeclared  war; (e)
      bodily  or  mental  infirmity;  or (f) the  voluntary  taking of any drug,
      narcotic or hallucinogen other than
          one prescribed by a physician as medication for the Insured; or
      (g) injuries sustained as a result of the Insured's intoxication.

INCONTESTABILITY  -- We will not contest the validity of this rider after it has
been in force  during the lifetime of the Insured for two years from its date of
issue.  The date of issue of this  rider is the date of issue of this  policy or
the effective date shown for this rider on page 3 if added later.

TERMINATION -- This rider will terminate:
      (a) on the policy  anniversary  following the Insured's 65th birthday;  or
      (b) at the expiration of the grace period.

This rider may also be terminated by written  request of the owner and return of
this policy to us. The monthly  deduction amount for this policy will be reduced
by the cost of the rider shown on the back of this page.

GENERAL -- If you have chosen a method for payment of the policy proceeds,  that
method  will  apply to any  amount  payable  under  this  rider  unless you have
specified otherwise.

This rider is a part of the policy to which it is attached. It is subject to all
of the policy provisions which are not inconsistent with the rider provisions.

                                         United of Omaha Life Insurance Company

                                          /s/ M. Jane Huerter
                                             Secretary


                                     (over)

<PAGE>

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

                            TABLE OF MONTHLY CHARGES
                   FOR EACH $1,000 OF ACCIDENTAL DEATH BENEFIT
 -------------------------------------------------------------------------------

      ATTAINED                 MALE/                 ATTAINED          MALE/
         AGE                  FEMALE                   AGE            FEMALE
- - - ---------------------- -------------------- --------------------- --------------

          1                     .08                   36                 .08
          2                     .08                   37                 .08
          3                     .08                   38                 .08
          4                     .08                   39                 .09
          5                     .08                   40                 .09

          6                     .08                   41                 .09
          7                     .08                   42                 .09
          8                     .08                   43                 .09
          9                     .08                   44                 .09
         10                     .08                   45                 .10

         11                     .08                   46                 .10
         12                     .08                   47                 .10
         13                     .08                   48                 .10
         14                     .08                   49                 .11
         15                     .08                   50                 .11

         16                     .08                   51                 .11
         17                     .08                   52                 .11
         18                     .08                   53                 .12
         19                     .08                   54                 .12
         20                     .08                   55                 .12

         21                     .08                   56                 .13
         22                     .08                   57                 .14
         23                     .08                   58                 .15
         24                     .08                   59                 .16
         25                     .08                   60                 .17

         26                     .08                   61                 .18
         27                     .08                   62                 .18
         28                     .08                   63                 .18
         29                     .08                   64                 .18
         30                     .08

         31                     .08
         32                     .08
         33                     .08
         34                     .08
         35                     .08

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


<PAGE>

                            TERM LIFE INSURANCE RIDER
                              ON ADDITIONAL INSURED
                            RENEWABLE AND CONVERTIBLE

This rider is part of the policy to which it is  attached.  It is subject to all
of the policy  provisions which are not inconsistent  with the rider provisions.
The rider is convertible prior to age 75 and renewable to age 100.

DEFINITIONS --

       ADDITIONAL  INSURED - the  person you name as  Additional  Insured in the
       application for this rider.

       INSURED - the person insured under the policy and named as Insured on the
       policy data page.

       BENEFICIARY  - the  person,  persons,  or entity you name to receive  the
       rider benefit.

RIDER  BENEFIT -- When we receive proof that the  Additional  Insured died while
this rider was in force,  we will pay to the  beneficiary the benefit amount for
this  rider then in effect.  The rider  benefit  amount at issue is shown on the
policy data page.

CONSIDERATION  -- This rider is attached to this policy based on the application
and payment of this  rider's  cost of  insurance.  The rider's cost of insurance
will be included in the monthly deduction amount as described in the policy.

RIDER COST OF INSURANCE -- The rider cost of insurance  equals the rider benefit
amount,  multiplied  by the cost of insurance  charge for each $1,000 of benefit
amount,  divided by 1,000.  The guaranteed  monthly cost of insurance charge for
each  $1,000  is shown on the  policy  data  page.  This  charge is based on the
Additional  Insured's  attained age,  sex, and rating class.  We may use cost of
insurance charges less than those shown on the policy data page.

DECREASE IN RIDER BENEFIT AMOUNT -- After the first policy year you may decrease
the rider's benefit amount once each policy year,  provided that the change does
not reduce the benefit below the minimum benefit amount then allowed by us.

Any decrease in benefit  amount will become  effective on the monthly  deduction
date next  following  approval  of the change by us. An  amendment  showing  the
benefit amount in effect after the change will be sent to you.

CONVERSION  PRIVILEGE  -- This rider may be converted to a new whole life policy
on the life of the  Additional  Insured if the  Additional  Insured has not then
attained age 75. The rider may be converted:
     (a) at any time  while this  policy and this rider are in force;  or (b) if
     the Additional Insured is a person other than the Insured, within 60
         days after the Insured dies. If the Additional Insured dies during this
         60-day period and before a new policy is issued,  we will pay the rider
         benefit  less any unpaid  monthly  cost of  insurance  charges  for the
         rider.

No evidence of insurability  will be needed for the  conversion.  The new policy
may be any form of whole life  insurance  being  issued by us at that time.  The
face amount of the new policy may not be greater than the benefit amount then in
effect for this rider.

<PAGE>

Conversion is subject to:
      (a) this policy and this rider  being in force;  (b) return of this policy
      and this rider to us; (c) receipt by us of an application  for conversion;
      and (d) payment of the initial premium for the new policy.

The new policy will be based on the  Additional  Insured's  attained  age on the
conversion  date.  The  conversion  date  will be the  date of  issue of the new
policy.  The policy form and  premium  amount will be those being used by us for
the same risk class as this rider.

Rider  benefits  may be included in the new policy only at our option.  Premiums
for the new policy will not be waived because of any existing disability.

MISSTATEMENT  OF AGE OR SEX -- If the age or sex of the  Additional  Insured has
been misstated, the rider benefit will be the amount which would be purchased by
the most recent cost of insurance charges at the correct age and sex.

INCONTESTABILITY  -- We will not contest the validity of this rider after it has
been in force  during the lifetime of the  Additional  Insured for two year from
its date of issue.  The date of issue of this rider is the date of issue of this
policy.

SUICIDE -- The rider benefit will not be paid if the Additional  Insured's death
results from  suicide,  while sane or insane,  within two years from the date of
issue.  Instead we will pay the sum of the cost of insurance deductions for this
rider.

NONPARTICIPATING -- This rider does not pay dividends.

TERMINATION -- This rider will terminate on the earliest of the  following:  (a)
      the  expiration  date of this rider shown on the policy data page; (b) the
      date this rider is  converted to a new policy;  (c) the monthly  deduction
      date next following the date we receive your
          written  request  to  terminate  the rider;  (d) the date this  policy
      terminates or is surrendered; or (e) the date the Insured dies, subject to
      the CONVERSION PRIVILEGE
          provision.

                                        United of Omaha Life Insurance Company
                                                           /s/ M. Jane Huerter
                                                           Secretary



<PAGE>

                                DISABILITY RIDER

<PAGE>


BENEFIT -- When we receive proof that disability of the Insured began while this
rider was in force and has continued for six months or more, we will:
    (a) increase your cash value by any monthly  deduction amounts that had been
        paid for the  period  of  disability  after  the  policy  month in which
        disability began.  Interest for these amounts will be added to your cash
        value.
    (b) waive future  payments of the monthly  deduction  amount for this policy
        during the time the Insured is disabled  until the maturity date of this
        policy.

Monthly  deduction amounts paid for a period more than 12 months before the date
notice of disability is received by us will not be waived.

If disability begins during a grace period while this rider is in force and ends
in the death of the Insured  before the disability has continued for six months,
we, upon  receipt of proof of such  disability  and death,  will  continue  this
policy in force until the time of death.  Any unpaid monthly  deduction  amounts
will be deducted from the death benefit.

DEFINITION OF DISABILITY -- Disability means incapacity which:
    (a) results from either bodily injury  sustained or disease first manifested
        while this rider is in force;
    (b) begins  after the date of issue of this  rider  and  before  the  policy
        anniversary date following the Insured's 60th birthday; and
    (c) prevents the Insured from doing for pay or profit any activity for which
        the Insured is qualified by training, education or experience.

NOTICE OF  DISABILITY -- Written  notice of disability  must be given to us: (a)
    during  the  lifetime  of  the  Insured;   (b)  during  the  continuance  of
    disability;  (c) before the policy anniversary date after the Insured's 61st
    birthday;and  (d) not later  than 12 months  after the  termination  of this
    rider.

If it is shown that it was not reasonably possible to give timely notice, and it
was given as soon as  possible,  the notice  will be  considered  as if given in
time.

PROOF OF CONTINUANCE OF DISABILITY -- We may require proof of the continuance of
disability.  This proof may include  that the Insured be examined at  reasonable
intervals at our expense.  After  disability has continued for two years,  proof
will be required  only once a year. If the Insured  fails to furnish  proof,  no
further monthly deduction amounts will be waived.

EXCLUSIONS -- This rider is not effective if disability results from: (a) an act
    of declared or undeclared war; or (b) intentional self-inflicted injuries.

INCONTESTABILITY  -- We will not contest the validity of this rider after it has
been in force  during the lifetime of the Insured for two years from its date of
issue.  The date of issue of this  rider is the date of issue of this  policy or
the effective date shown for this rider on the data page if added later.

TERMINATION -- This rider will terminate:
    (a) on the policy anniversary  following the Insured's 60th birthday; or (b)
    at the expiration of the grace period.


<PAGE>

This rider may also be terminated by written  request of the owner and return of
this policy to us. The monthly  deduction amount for this policy will be reduced
by the cost of the rider shown below.

GENERAL  -- This rider is a part of the  policy to which it is  attached.  It is
subject  to all of the policy  provisions  which are not  inconsistent  with the
rider provisions.

                                DISABILITY RIDER


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

                         TABLE OF MONTHLY CHARGES FOR EACH $1.00
                               OF MONTHLY DEDUCTION AMOUNT
 -------------------------------------------------------------------------------

                   MALE                                       FEMALE


     ATTAINED            CHARGE FOR            ATTAINED         CHARGE FOR
        AGE              EACH $1.00              AGE            EACH $1.00
        ---              ----------              ---            ----------

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

       16-40                 .07               16-30                    .07
        41                   .08               31-40                    .09
        42                   .08                 41                     .10
        43                   .08                 42                     .11
        44                   .09                 43                     .11
        45                   .09                 44                     .11
        46                   .09                 45                     .12
        47                   .09                 46                     .13
        48                   .10                 47                     .13
        49                   .10                 48                     .14
        50                   .11                 49                     .15
        51                   .13                 50                     .16
        52                   .14                 51                     .19
        53                   .16                 52                     .21
        54                   .19                 53                     .24
        55                   .22                 54                     .27
        56                   .25                 55                     .31
        57                   .27                 56                     .36
        58                   .29                 57                     .39
        59                   .32                 58                     .43
                                                 59                     .46
 ------------------ ------------------ ----------------------- -----------------


                                          United of Omaha Life Insurance Company
                                                        /s/ M. Jane Huerter
                                                                       Secretary


<PAGE>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY

                        WAIVER OF SURRENDER CHARGES RIDER

This rider is made a part of the policy to which it is  attached.  It is subject
to all of the  policy  provisions  that  are not  inconsistent  with  the  rider
provisions. The rider is effective as of the policy's date of issue.

THE FOLLOWING PROVISIONS ARE HEREBY ADDED TO THE POLICY:

WAIVER OF SURRENDER CHARGES FOR PARTIAL WITHDRAWALS

We will waive applicable surrender charges if:

    (a) you request a partial withdrawal under the following conditions; and (b)
    you qualify as described below.

DEATH OF SPOUSE OR MINOR DEPENDENT - We will waive applicable  surrender charges
for one  partial  withdrawal  made  within six months of your  spouse's or minor
dependent's  death. You must submit a certified copy of the death certificate or
other proof of death  satisfactory to us. You may exercise this waiver only once
for a spouse and once for each minor dependent.

DISABILITY - We will waive applicable surrender charges if you send us a copy of
the form or letter showing approval of your claim for Social Security Disability
Benefits.  We may also ask for proof of continued disability through the date of
the partial withdrawal. We reserve the right to have you examined by a doctor of
our choice, at our expense.

You do not  qualify  for  this  waiver  if you  are  receiving  Social  Security
Disability  Benefits on this policy's date of issue.  You no longer  qualify for
this waiver on or after your 65th birthday.

HOSPITAL  OR  NURSING  HOME  CONFINEMENT  - We will waive  applicable  surrender
charges if you are confined at the  recommendation  of a physician for medically
necessary reasons for at least 30 consecutive days to:

    (a) a hospital  licensed or recognized  as a general  hospital by the proper
        authority of the state in which it is located; or
    (b) a hospital  recognized as a general  hospital by the Joint Commission on
        the Accreditation of Hospitals; or
    (c) a place certified as a hospital by Medicare; or
    (d) a nursing home  licensed by the state having a registered  nurse on duty
        24 hours a day; or
    (e) a place certified by Medicare as a long term care facility.

You must provide  proof of  confinement  and request the partial  withdrawal  no
later than 91 days after the last day of confinement.

You are not  eligible  for this  waiver if you are  confined  to a  hospital  or
nursing home on this policy's date of issue.

ORGAN  TRANSPLANT - We will waive  applicable  surrender  charges if you undergo
transplant surgery as an organ donor or recipient for the following body organs:

    (a) heart;
    (b) liver;
    (c) lung;
    (d) kidney;
    (e) pancreas; or
    (f) bone marrow (recipient only).

Within  91 days of your  surgery  you  must  submit  a  letter  from a  licensed
physician  other than an owner or insured  under this  policy.  The letter  must
state that you have  undergone  transplant  surgery for any of the organs listed
above. We reserve the right to have you examined by a physician of our choice at
our expense. You may exercise this waiver only once per transplant surgery.

RESIDENCE  DAMAGE - We will waive applicable  surrender  charges if your primary
residence  suffers  physical  damage in the amount of $50,000 or more.  You must
submit a certified copy of a licensed appraiser's report,  stating the amount of
the damage.  The certified copy must be submitted  within 91 days of the date of
the  appraiser's  report.  We  reserve  the right to obtain a second  opinion by
having your  residence  inspected  by a licensed  appraiser of our choice at our
expense. We may rely upon our appraiser's opinion.  This waiver may be exercised
only once.

TERMINAL  ILLNESS  - We  will  waive  applicable  surrender  charges  if you are
diagnosed  as  having a  terminal  illness.  A  terminal  illness  is a  medical
condition that, with a reasonable degree of certainty, will result in your death
within 12 months or less.  You must send us a written  statement from a licensed
physician other than an owner or insured under this policy. We reserve the right
to have you examined by a physician of our choice, at our expense.

<PAGE>


You do not  qualify for this  waiver if you are  diagnosed  as having a terminal
illness prior to or on this policy's date of issue.

UNEMPLOYMENT  - We will  waive  applicable  surrender  charges  if you send us a
determination  letter from the  Department of Labor of the state where you live.
The letter must state that you have received  unemployment benefits for at least
60 consecutive days. You may exercise this waiver only once.

You do not qualify for this waiver if you are receiving unemployment benefits on
this policy's date of issue.

                                       United of Omaha Life Insurance Company

                                        /s/ John W. Weekly
                                        President and Chief Executive Officer




<PAGE>

THIS IS A  FLEXIBLE  PREMIUM  VARIABLE  UNIVERSAL  LIFE  INSURANCE  POLICY.  THE
POLICY'S  ACCUMULATION  VALUE IN THE VARIABLE ACCOUNT IS BASED ON THE INVESTMENT
EXPERIENCE  IN THAT  ACCOUNT AND WILL  INCREASE OR  DECREASE  DAILY.  THE DOLLAR
AMOUNT  IS NOT  GUARANTEED.  THE  AMOUNT OF THE  DEATH  BENEFIT  MAY BE FIXED OR
VARIABLE,  DEPENDING  ON  THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT.  NO
DIVIDENDS ARE PAYABLE.



Exhibit 2:     Opinion and Consent of Counsel


<PAGE>


UNITED OF OMAHA LIFE INSURANCE COMPANY
                                                        Mutual of Omaha Plaza
                                                        Omaha, Nebraska  68175

September 12, 1997

United of Omaha Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE  68175-1008

Re:     Registration Statement

To Whom It May Concern:

With  reference to the  Registration  Statement on Form S-6,  filed by United of
Omaha Life  Insurance  Company and United of Omaha  Separate  Account B with the
Securities  and Exchange  Commission  covering  flexible  premium  variable life
insurance  contracts,  I have examined such documents and such laws I considered
necessary and appropriate and on the basis of such examination, it is my opinion
that:

1.      United of Omaha Life  Insurance  Company is duly  organized  and validly
        existing  under  the laws of the  State of  Nebraska  and has been  duly
        authorized to issue flexible premium  variable life insurance  contracts
        by the Insurance Department of the State of Nebraska.

2.      United of Omaha  Separate  Account B is a duly  authorized  and existing
        separate  account to  establish  pursuant to the  provision  of Nebraska
        Revised Statutes ss.ss.44-2221 and 44-402.01(1991).

3.      The flexible premium variable life insurance  contracts,  when issued as
        contemplated by said Form S-6  Registration  Statement,  will constitute
        legal,  validly  issued and binding  obligations of United of Omaha Life
        Insurance Company.

I hereby  consent to the  filing of this  opinion as an Exhibit to said Form S-6
Registration  Statement  and to the  use of my name  under  the  caption  "Legal
Matters" in the Registration Statement.

Sincerely,

/s/ Kenneth W. Reitz
Kenneth W. Reitz
First Vice President & Counsel
United of Omaha Life Insurance Company



Exhibit 6:     Opinion and Consent of Actuary

<PAGE>


September 12, 1997

TO:     UNITED OF OMAHA LIFE INSURANCE COMPANY

FROM:   Robert Hupf, FSA, MAAA
        Vice President and Actuary


        RE:    ACTUARIAL OPINION

This opinion is furnished in connection with the registration by United of Omaha
Life Insurance  Company of a Flexible Premium Variable  Universal Life Insurance
policy  ("Policy") under the Securities Act of 1933. The prospectus  included in
the Registration Statement on Form S-6 describes the Policy. I have reviewed the
Policy  form  and I have  participated  in the  preparation  and  review  of the
Registration Statement Exhibits thereto.

In my opinion,  the illustration of death benefit,  surrender value, and premium
shown in the  Illustration  section of the  Policy  prospectus  included  in the
Registration  Statement,  based on the assumptions  stated in the illustrations,
are consistent with the provisions of the Policy.  Such  assumptions,  including
the current cost of insurance rates and other charges, are reasonable.  The ages
selected  in the  illustrations  are  representative  of the manner in which the
Policy operates. The Policy has not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations,  appear to be more
favorable  to  prospective  purchasers  of  Policies at the ages and in the rate
classes  illustrated  than to prospective  purchasers of Policies,  for males or
females, at other ages.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the heading  Experts in the prospectus
as to actuarial matters.


                                    /s/ Robert Hupf, FSA, MAAA

                                    ROBERT HUPF, FSA, MAAA
                                    Vice President and Actuary
                                    United of Omaha Life Insurance Company





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