UNITED OF OMAHA SEPARATE ACCOUNT B
S-6EL24/A, 1997-06-20
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      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1997

                                                     REGISTRATION NO. 333-18881


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          PRE-EFFECTIVE AMENDMENT NO. 1

                                    FORM S-6
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2


                       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
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)



                               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


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

             MODIFIED SINGLE 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 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 
   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 June 20, 1997
United of Omaha
                                                             ULTRA VARIABLE LIFE
                                              Individual Modified Single Premium
                                        Variable Universal Life Insurance Policy

This  prospectus  describes  ULTRA VARIABLE LIFE, an individual  modified single
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 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
Policy continues in effect while the Accumulation Value is sufficient to pay the
Monthly  Deduction Amount or until the end of the Death Benefit guarantee period
(assuming no Policy loans are taken), whichever is later.

The minimum  initial  premium is $20,000.  Additional  payments may be made once
each Policy Year, subject to certain restrictions.

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.  In almost  all  cases,  the  Policy  will be a  modified
endowment  contract for federal  income tax purposes.  ANY POLICY LOAN,  PARTIAL
WITHDRAWAL OR SURRENDER MAY RESULT IN ADVERSE TAX CONSEQUENCES AND/OR PENALTIES.

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.

 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

<PAGE>

TABLE OF CONTENTS
                                                                      PAGE
DEFINITIONS

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

ABOUT US

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

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

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

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

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

ILLUSTRATIONS
  DEATH BENEFIT, CASH SURRENDER VALUE AND ACCUMULATED PREMIUMS

FINANCIAL STATEMENTS

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.


<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 or our approval of an  additional  premium
payment.

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 at the end of the applicable
Valuation Date, less any outstanding Policy loans and unpaid loan interest,  and
less any applicable Surrender Charge.

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.

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

POLICY means the modified single 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 Series Fund's  separate  investment  series that is available
under the Policy.

PREMIUM means an amount paid 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.

SERIES FUNDS means those open-ended  management  companies in which the Variable
Account invests,  which are listed in the ALLOCATION OF PREMIUMS section of this
Prospectus.

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
mutual funds or any other investment portfolios that we determine to be suitable
for the Policy's purposes.

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.

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

    BASIC FEATURES OF YOUR POLICY
    The  individual  modified  single  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  equal to our
     minimum  single premium  requirements.  Once each Policy Year, you may make
     additional payments, subject to certain restrictions and limitations.  (SEE
     "THE POLICY: PREMIUM PAYMENTS.")

o    INVESTMENT OF PREMIUMS.  Your initial  premium and any additional  payments
     will be held in the Money Market  Subaccount  until the Allocation Date. On
     the Allocation  Date,  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 amounts have been  allocated.  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.  The Policy's  Death Benefit  equals the greater of (a) the
     initial  Specified  Amount  plus any  later  increase  and  less any  later
     decrease,  less any loans and unpaid  loan  interest;  or (b) the  Policy's
     Accumulation Value on the date of death multiplied by a corridor percentage
     for the Insured's  attained  age, less any loans and unpaid loan  interest.
     (SEE "THE POLICY: DEATH BENEFIT.")

o    DEATH BENEFIT GUARANTEE  PERIOD. If no Policy loans are taken,  coverage is
     guaranteed  until  the  15th  policy  anniversary  (or the  maximum  lesser
     duration your state allows) or until the Policy  anniversary next following
     the Insured's 75th (70th in Texas) birthday,  whichever  is earlier.   (SEE
     "THE POLICY: 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;  the
     greater of earnings or 15% of the Accumulation  Value may be withdrawn each
     Policy year free of Surrender  Charges.  Other partial  withdrawals  may be
     subject to a Surrender  Charge.  (SEE  "DISTRIBUTIONS:  POLICY  LOANS,  AND
     SURRENDER AND PARTIAL WITHDRAWALS.")

o    SURRENDERS. The Policy permits full surrender for the Cash Surrender Value.
     The maximum  Surrender  Charge is 9.50%.  As to each premium  payment,  the
     Surrender Charge ends after the ninth Policy Year after the premium payment
     was made. The Surrender Charge may be waived upon the occurrence of certain
     events. (SEE "CHARGES AND FEES.")

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. In almost all situations, the
     Policies  are  expected  to be treated  as  modified  endowment  contracts.
     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 591/2. (SEE "TAX MATTERS.")

    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 Cash Surrender  Value is not  sufficient to pay a Monthly  Deduction
     Amount,  the  Policy  will  lapse  with no value  unless a payment is made,
     subject to the Guaranteed Death Benefit. (SEE "THE POLICY: GUARANTEED DEATH
     BENEFIT.") 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.
o    Premature  withdrawals  are  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.

                            POLICY PREMIUM FLOW CHART
                  -----------------------------------------------
                                PREMIUM PAYMENTS
                 o Minimum initial premium required is $20,000.
                 o Additional payments may be paid once each Policy
                   Year, within limits. (SEE "PREMIUM PAYMENTS.")
                  -----------------------------------------------

         --------------------------------------------------------------
                   DEDUCTIONS FROM PREMIUMS BEFORE ALLOCATION
                                     o None
         --------------------------------------------------------------

          
          ----------------------------------------------------------------------
                             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.  The Subaccounts  invest in  corresponding  mutual funds. For
          information about premium  allocation  options,  rules and limits, SEE
          "ALLOCATION OF PREMIUMS."
          ----------------------------------------------------------------------

          ----------------------------------------------------------------------
                             DEDUCTIONS FROM ASSETS

          o Monthly  Deduction on the Monthly  Deduction Date from  Accumulation
          Value (annual rate calculated as a percentage of  Accumulation  Value)
          for:
               o 0.50% to 0.70% for preferred  rate class and 0.84% to 1.30% for
               standard rate class for cost of insurance  (depending on the rate
               class of the Insured Policy accumulation value and duration).
               o 1.53%  expense  charge  during Policy years 1 through 10; 1.14%
               after Policy Year 10.
          o $10 transfer fee (first 12 transfers per Policy 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).

     o  Accumulation  Value  may  vary  from  day to day.  There  is no  minimum
     guaranteed  Accumulation  Value. The Policy may lapse,  even if there is no
     Policy loan. (SEE "THE POLICY: LAPSE AND GRACE 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 90% of Cash Surrender              INSURANCE QUALIFICATION.")
    Value (100% in Florida) at a net
    interest rate charge of 1.5%.  Preferred           o Available as lump sum or under a
    loans are currently available (with a                variety of payment options.
    net interest rate charge of 0%).  SEE
    "DISTRIBUTIONS: POLICY LOANS"  for rules           o Greater of:
    and limits.
                                                         o  initial Specified Amount plus any
 o  The Policy may be surrendered in full at                later increase and less any later
    any time for its Cash Surrender Value,                  decrease; or
    or part of the Accumulation Value may be
    withdrawn. After the first Policy year,              o  Policy's Accumulation Value on the
    up to 15% of the Accumulation Value as                  date of the Insured's death
    of the first withdrawal that Policy Year                multiplied by a corridor percentage
    may be withdrawn each Policy year                       for the Insured's attained age.
    without charge.  (SEE "DISTRIBUTIONS;
    SURRENDER AND PARTIAL WITHDRAWALS.")  A           PROCEEDS PAID WOULD BE REDUCED BY ANY
    nine year declining surrender charge of           POLICY LOAN BALANCE AND UNPAID LOAN
    up to 9.5% of each premium paid will              INTEREST.  (SEE "DISTRIBUTIONS:  DEATH
    apply to a full surrender and all other           BENEFIT.")
    partial withdrawals.  (SEE "CHARGES AND
    FEES: SURRENDER CHARGE.")  Federal taxes
    and tax penalties may also apply.  (SEE
    "TAX MATTERS: TAX TREATMENT OF LOANS AND
    OTHER DISTRIBUTIONS.")

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

- --------------------------------------------------------------------------------
    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-four  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 and  restrictions  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 of 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
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 in such
     companies may have limited  marketability and may be subject to more abrupt
     or erratic market  movements than  securities of larger,  more  established
     companies or the market averages in general.(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) (*)

     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
     proportion  of its assets in the common  stocks or  securities  convertible
     into common  stocks of  companies  believed to possess  better than average
     prospects  for  long-term  growth.  No  more  than  5% of  the  Portfolio's
     convertible  securities,  if any, will consist of securities in lower rated
     categories or securities  believed to be of similar  quality to lower rated
     securities.  The  Portfolio  may invest 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)

     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  AND  UNRATED  DEBT  AND  COMPARABLE  EQUITY
     INSTRUMENTS.   PLEASE  CONSULT  EACH  PORTFOLIO'S  SERIES  FUND  PROSPECTUS
     ACCOMPANYING THIS PROSPECTUS FOR MORE INFORMATION ABOUT THE RISK ASSOCIATED
     WITH SUCH INVESTMENTS.

    THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS STATED  OBJECTIVE.
MORE  DETAILED   INFORMATION,   INCLUDING  A  DESCRIPTION  OF  EACH  PORTFOLIO'S
INVESTMENT  OBJECTIVE  AND  POLICIES  AND A  DESCRIPTION  OF RISKS  INVOLVED  IN
INVESTING IN EACH OF THE PORTFOLIOS AND OF EACH  PORTFOLIO'S  FEES AND EXPENSES,
IS CONTAINED IN THE PROSPECTUSES  FOR THE SERIES FUNDS,  CURRENT COPIES OF WHICH
ACCOMPANY  THIS   PROSPECTUS.   INFORMATION   CONTAINED  IN  THE  SERIES  FUNDS'
PROSPECTUSES  SHOULD BE READ  CAREFULLY  BEFORE  INVESTING IN A 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 Series Funds 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 of a Series Fund, or of another
registered  open-end  management  investment  company  for  the  shares  of  any
Portfolio, if the shares of the Portfolio are no longer available for investment
or if, in 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.

    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 4.5% per year.  (After the expense charge is applied,
the net  effective  rate is 2.97% for Policy  years  1-10,  and 3.36% 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 4.5%.  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  Account  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 oldest  payment or transfer  into the
Fixed  Account,  plus  interest  allocable  to  that  payment  or  transfer,  is
considered to be withdrawn or  transferred  out first;  the next oldest  payment
plus  interest is considered to be  transferred  out next,  and so on (this is a
"first-in, first-out" procedure).
    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 4.5% per year, plus any excess interest credited to amounts in
the Fixed Account,  less any applicable  premium or other taxes allocable to the
Fixed Account,  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 4.5% PER YEAR  COMPOUNDED
ANNUALLY.  YOU BEAR THE RISK THAT CURRENT  INTEREST  RATES OF THE FIXED  ACCOUNT
WILL NOT EXCEED AN EFFECTIVE RATE OF 4.5% PER YEAR.

    TRANSFERS
    Subject to the limitations and restrictions  described below,  transfers out
of a Subaccount of the Variable  Account may be made any time 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.  The minimum amount which may be transferred is
the lesser of $500 or the  entire  Subaccount  Value.  If the  Subaccount  Value
remaining  after a transfer is less than $500,  we will  include  that amount as
part of the  transfer.  Transfers  out of a Subaccount  currently may be made as
often as you wish, subject to the minimum amount specified above (we reserve the
right to otherwise 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 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  Account Value on
the date of the transfer.
    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 Series
Funds 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
reallocation on your behalf, subject to our rules. We may suspend or cancel such
acceptance at any time. For example, third party reallocation by "market timers"
could be suspended if they cause harm to other Policy Owners. 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.

    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.

    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 $20,000 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.

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

    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.

    PREMIUM PAYMENTS
    The minimum  initial  premium for a Policy is $20,000.  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 Allocation  Date. 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.
    Additional payments may be made until the Insured attains age 90, subject to
our underwriting  requirements  and the following rules.  Except with respect to
additional payments required in a grace period, an additional payment must be at
least $5,000,  and only one  additional  payment may be made each Policy Year. A
payment  received  after  issuance  of the  Policy  while a loan is  outstanding
generally  is treated  first as  repayment  of Policy loan  interest,  second as
repayment of a Policy loan, and last as additional Premium, unless you designate
otherwise in writing when submitting the payment to us.
    No  additional  Premium  payments  may be  made  on or  after  age 90 of the
Insured,  except as may be  required  in a grace  period.  The tax  consequences
associated with continuing a Policy beyond age 90 of the Insured are unclear.  A
tax advisor should be consulted on this issue.
     Because any  additional  premium  payment will result in an increase in the
Policy's Specified Amount, we will require satisfactory evidence of insurability
before  accepting  additional  premiums  after  the date of issue.  However,  we
reserve the right to reject an additional  payment for any reason. 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.

    LAPSE AND GRACE PERIOD
    If there is no  outstanding  Policy  loan,  the  Policy  will lapse if, on a
Monthly  Deduction  Date, the  Accumulation  Value is  insufficient to cover the
Monthly  Deduction  due on that date  (subject to the  Guaranteed  Death Benefit
provision;  SEE "DISTRIBUTIONS:  GUARANTEED DEATH BENEFIT"),  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,
subject to the Grace  Period  provision.  We allow you a 61 day grace  period to
make a premium  payment  sufficient to cover the Monthly  Deduction and any loan
interest  due.  The grace  period  begins  the day we mail  notice to you of the
insufficiency. The Policy will terminate as of the first day of the grace period
if necessary additional premium is not paid.
    Payment  received  during the grace period is first  applied to repay Policy
debt before the remaining amount of the payment is applied as additional Premium
to keep the Policy in force.
    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.  If the Insured  dies during the grace  period,  the Death  Benefit
proceeds  payable  during  the grace  period  will equal the amount of the Death
Benefit in effect immediately prior to the commencement of the grace period less
any due and  unpaid  Monthly  Deduction.  A lapse of the  Policy  may  result in
adverse tax consequences.

    REINSTATEMENT
    If the Policy is terminated during the Insured's life because a grace period
ended  without a sufficient  payment being made,  the Policy may be  reinstated.
Reinstatement must occur within five years of the expiration of the grace period
and prior to the Maturity  Date.  To reinstate,  we must receive:  (a) a written
application  signed by you and the Insured;  (b) satisfactory  evidence that the
Insured is insurable; (c) payment of an amount sufficient to continue the Policy
in force for three months; and (d) repayment or reinstatement of any outstanding
Policy  loan  along  with  unpaid  loan  interest  from the date of lapse.  Upon
reinstatement,  Surrender  Charges,  if any,  will be  re-established  as of the
original date of issue.

    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.

     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 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. The policy may terminate prior to the maturity date if the premiums
paid are  insufficient  to  continue  this  policy in force.  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  cost  of
insurance charges are more favorable than guaranteed charges.

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

    POLICY LOANS
     After the first  Policy Year (from the Date of Issue in  Indiana),  you may
obtain a loan for up to 90% of the Cash  Surrender  Value (100% in Florida) less
loan  interest to the end of the Policy  Year,  and less the  Monthly  Deduction
amount  sufficient to continue  this Policy in force for one month.  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 4.5%  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 1.5%.
    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 any date when the sum of the Cash Surrender
Value plus any outstanding non-preferred loans exceeds the total of all premiums
paid since issue.  The amount  available  for a Preferred  Loan is the amount of
such  excess.  A Preferred  Loan will be credited  with 6%  interest,  for a net
annual Preferred Loan interest rate of 0%.
    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 premiums are currently allocated.

    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  isured's age at last
birthday,  with interest at 4.5%.  The maximum  applicable  Surrender  Charge is
9.50% (SEE "CHARGES AND FEES.") Also, a 10% federal tax penalty may apply.  (SEE
"TAX  MATTERS.") We may defer payment of a cash surrender from the Fixed Account
for up to six months.

    PARTIAL WITHDRAWALS
    After the first  Policy  Year,  you may  withdraw  part of the  Accumulation
Value.  Withdrawals  are made first from earnings and then from  Premiums  paid,
beginning with the earliest  Premium  payment.  The minimum  partial  withdrawal
amount is $500. The maximum partial withdrawal amount is an amount such that the
remaining Accumulation Value is not less than $20,000.
    Each Policy year you may withdraw,  without a surrender charge,  the greater
    of: 
     (a) 15% of the  Accumulation  Value as of the first  withdrawal that Policy
         year; or
     (b) that  portion  of the  Accumulation  Value  which is in excess of total
         premiums paid.
Partial  withdrawals  in excess of this  amount may be  subject  to a  Surrender
Charge of up to 9.5%.  The  Surrender  Charge is a  percentage  of the  premiums
withdrawn.  The  applicable  percentage  varies  according to the length of time
since the premium was paid. The percentages are shown on the data pages.
    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 a 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.
    The  Specified  Amount  will  be  reduced  in  the  same  proportion  as the
Accumulation Value is reduced as a result of any partial withdrawal.

    DEATH BENEFIT
    The death benefit equals the greater of:
     (a) the initial Specified Amount plus any later increase and less any later
     decrease; or
     (b) the policy's  Accumulation Value on the date of death multiplied by the
     corridor  percentage from the table shown below for the Insured's  attained
     age;
less any  outstanding  loans and unpaid loan interest.  To determine the initial
specified amount,  multiply the single premium amount by the corresponding issue
age premium factor;  deposits after issue will increase the specified  amount by
the amount of the  additional  deposit  multiplied  by the  attained age premium
factor.

- ---------------------------------------------------------
Attained  Corridor  Attained Corridor  Attained Corridor
   Age    Percentage  Age   Percentage  Age    Percentage
- ---------------------------------------------------------
  0-40      250%      54      157%       68      117%
   41       243%      55      150%       69      116%
   42       236%      56      146%       70      115%
   43       229%      57      142%       71      113%
   44       222%      58      138%       72      111%
   45       215%      59      134%       73      109%
   46       209%      60      130%       74      107%
   47       203%      61      128%     75-90     105%
   48       197%      62      126%       91      104%
   49       191%      63      124%       92      103%
   50       185%      64      122%       93      102%
   51       178%      65      120%       94      101%
   52       171%      66      119%     95-100    100%
   53        64%      67      118%      100+     101%
- ---------------------------------------------------------

    GUARANTEED DEATH BENEFIT
     If no Policy loans are taken,  we guarantee  coverage  will remain in force
until the 15th policy  anniversary  (or the maximum  lesser  duration your State
allows) or the policy  anniversary  next  following the Insured's  75th (70th in
Texas) birthday, whichever is earlier.

    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.
     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.

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.

    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
        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,  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 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.

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

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

    CHARGES DEDUCTED UNDER THE POLICY

DEDUCTIONS FROM INITIAL PREMIUM
    We deduct no charges from Premium before allocation to the Variable Account,
although the Monthly Deduction includes deductions for cost of insurance charges
and for expense  charges,  and a Surrender  Charge based on Premium may apply to
surrenders or partial withdrawals during the Surrender Charge period.

MONTHLY DEDUCTION
     We  deduct a charge  from the  entire  Accumulation  Value on each  Monthly
Deduction Date. This Monthly  Deduction equals the cost of insurance charge* for
the current month, plus the expense charge  (annualized  charge is 1.53% for the
first ten Policy Years and 1.14% for Policy Years thereafter).
- -----------------
*  No cost of  insurance  charge is deducted on or after the Policy  Anniversary
   when the age of the Insured is equal to 100.

     Each charge is calculated as a percentage of Accumulation  Value (including
amounts of Accumulation Value moved to the Loan Account as collateral for Policy
loans) 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, the Fixed Account, and the Loan Account.

CHARGES DEDUCTED ON SURRENDER OR PARTIAL WITHDRAWAL
    If the  Policy is  surrendered  or lapses or a partial  withdrawal  is taken
during the  Surrender  Charge  period  (which is the first nine Years after each
premium payment), a Surrender Charge may be deducted.  This charge declines over
the course of the Surrender  Charge period.  Any Surrender  Charge  deduction is
deducted pro rata from the  Accumulation  Value in the Subaccounts and the Fixed
Account.

    MORE INFORMATION ABOUT THE ABOVE CHARGES

SURRENDER CHARGE
    If a Policy is  totally  surrendered  or lapses or a partial  withdrawal  is
made,  we may  deduct  a  Surrender  Charge  from  the  amount  requested  to be
surrendered.  The percentage  varies  according to the length of time since each
premium was paid.  Any  applicable  Surrender  Charge will be deducted on a full
surrender or a partial withdrawal. The Surrender Charge period and the amount of
the Surrender Charge are shown in the following table:

      YEARS SINCE
   PREMIUM PAYMENT       SURRENDER CHARGE
        1                     9.50%
        2                     9.50
        3                     9.50
        4                     9.00
        5                     7.50
        6                     6.00
        7                     4.50
        8                     3.00
        9                     1.50
     10 & later                0


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 set forth below:
     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,  to the following  facilities for 30 or more  consecutive
days: (a) a hospital  licensed or recognized as a general  hospital by the state
in which it is located;  (b) a hospital  recognized as a general hospital by the
Joint  Commission on the  Accreditation of Hospitals;  (c) a Medicare  certified
hospital;  (d) a state licensed  nursing home with a registered nurse on duty 24
hours a day; and (e) a Medicare  certified long term care facility.  This waiver
only applies to partial  withdrawals  and surrenders  requested no later than 91
days of the last day of confinement to such facility.  Proof of confinement must
be provided.
     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 any  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 are diagnosed with a terminal illness. We may require proof
of such illness including written  confirmation  from a licensed  physician.  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 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.  To claim
this  waiver,  submit to us a certified  copy of a licensed  appraiser's  report
stating the amount of the damage.  This certified copy must be submitted with 91
days of the date of the  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 per occurrence.
     DEATH OF SPOUSE OR MINOR DEPENDENT  WAIVER. We will waive surrender charges
for withdrawals of the following  percentage of  Accumulation  Value made within
six months of your spouse's or minor dependent(s)'  death: death of spouse, 50%;
death of minor  dependent(s),  25%. Proof of death must be submitted to us. This
waiver may be  exercised  once for a spouse  and once for each minor  dependent,
subject to no more than 50% of the Accumulation  Value being withdrawn  pursuant
to this waiver  each year.  Subsequent  withdrawals,  or  withdrawals  above the
waiver limit, are subject to the Surrender Charge.

EXPENSE CHARGE
     The expense charge consists of charges for  administrative,  tax (first ten
Policy Years only) and  mortality  and expense risk  charges.  This charge is no
longer deducted beginning on the Policy anniversary next following the insured's
100th birthday if coverage beyond maturity is elected.
    ADMINISTRATIVE   CHARGE.   This  charge  is  deducted   from  your  Policy's
Accumulation  Value  on each  Monthly  Deduction  Date,  as part of the  Monthly
Deduction.  This  charge  is  currently  set at an  annual  rate of 0.24% of the
Accumulation  Value on each Monthly  Deduction Date. This charge is for the cost
of  administering   the  Policies  (such  as  the  cost  of  processing   Policy
transactions,  issuing Policy Owner statements and reports, and record keeping),
as well as legal, actuarial, systems, mailing and other overhead costs connected
with our variable life insurance operations.
    TAX  EXPENSE  CHARGE.  We will  deduct  this  charge as part of the  Monthly
Deduction from your  Accumulation  Value on each Monthly  Deduction Date for the
first  ten  Policy  Years.  The  annual  rate of this  charge  is  0.39%  of the
Accumulation  Value and is to  reimburse  us for State  premium  taxes,  federal
deferred acquisition cost taxes, and related administrative expenses.
    MORTALITY AND EXPENSE RISK CHARGE. We deduct a charge from your Accumulation
Value on each Monthly Deduction Date for the mortality and expense risks that we
assume.  This  charge  is  currently  set at an  annual  rate  of  0.90%  of the
Accumulation  Value on each Monthly Deduction Date. The mortality risk we assume
is that  Insureds may live for shorter  periods of time than we  estimated.  The
expense risk is that our costs of issuing and  administering the Policies may be
more 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.

COST OF INSURANCE CHARGE
    This charge is deducted from the Policy's Accumulation Value on each Monthly
Deduction  Date,  as part of the  Monthly  Deduction.  This  charge is no longer
deducted  beginning on the Policy anniversary next following the Insured's 100th
birthday if coverage beyond maturity is elected.
     The  cost of  insurance  charge  covers  the  cost of  providing  insurance
protection under your Policy.  Currently,  the amount of this charge is based on
the rate class of the Insured and Policy  accumulation  value and  duration.  We
assign Insureds to rate classes based on underwriting  conducted when we receive
a Policy  application.  Currently,  we assign  Insureds  to the  following  rate
classes:  preferred and  standard.  Once a Policy is issued,  an Insured's  rate
class does not change  except if an  additional  premium  is  submitted  and the
underwriting  review  determines  that the Insured  qualifies  for a better rate
class. If the Insured  qualifies for a better rate class, the rate class for the
additional  premium will be used for cost of insurance  charges under the entire
Policy.
    Currently,  the cost of  insurance  charge for a Policy is  calculated  as a
percentage of the Accumulation  Value on the Monthly  Deduction Date. The charge
is based on the  duration  of the Policy,  and the  Insured's  rate  class.  The
current monthly rates for these classes are equivalent to the annual  percentage
rates shown in the following table:

          POLICY YEAR(S)             ACCUMULATION VALUE   ACCUMULATION VALUE
                                    OF $45,000 OR LESS.      GREATER THAN
                                                               $45,000.
        -------------------       -----------------------  ---------------
       PREFERRED RATE CLASS
               1-10                        0.70%                 0.60%
           11 and later                    0.60%                 0.50%
       STANDARD RATE CLASS
               1-10                        1.30%                 1.20%
           11 and later                    0.94%                 0.84%

We reserve the right to change the cost of insurance  charges  upon  appropriate
regulatory approval.

     For  purposes of  determining  the current  cost of  insurance  charge on a
Monthly  Deduction Date, the applicable cost of insurance  percentage is applied
to the remaining Accumulation Value.
    The  cost of  insurance  charge  deducted  on a  Monthly  Deduction  Date is
guaranteed  not to exceed the amount  calculated  using the  guaranteed  cost of
insurance  rates set forth in the  Policy  for that date.  The  maximum  cost of
insurance  charge for a Monthly  Deduction Date  determined is equal to the "net
amount at risk" under the Policy, multiplied by the guaranteed cost of insurance
rate for that date.  The net amount at risk is determined on the last day of the
Policy Month.  The amount at risk at any point in time is just the death benefit
at that point in time, less the  Accumulation  Value at that point in time after
deducting the Expense Charge and the cost of any Policy riders.
    The guaranteed  cost of insurance rate for a Monthly  Deduction Date under a
Policy depends on the Insured's sex and age on the first day of a Policy Year.
    Current cost of insurance  rates are more favorable for preferred rate class
than for standard rate class Insureds.  Within a given class, guaranteed cost of
insurance rates are generally more favorable for Insureds of lower ages than for
Insureds of higher ages, and are generally  more  favorable for female  Insureds
than for male Insureds.
     If a Policy loan is outstanding,  and the Cash Surrender Value on a Monthly
Deduction Date is not enough to cover the entire Monthly  Deduction and any loan
interest due for the Policy  Month,  we will notify you that the Policy is going
to terminate unless a sufficient payment is made within the 61-day grace period.
(SEE "THE POLICY: LAPSE AND GRACE PERIOD.")

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.

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

                                                  
                                                    -------------- -------------- ----------------
Series Fund Annual Expenses1                         Management        Other        Total Series
(as a percentage of average net assets)                 Fees         Expenses       Fund Annual
                                                                                      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 Series  Funds,  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.


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

     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.

     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 this contract or waive
any of its terms.

     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.

     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  Securities and Exchange  Commission  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.

     CHANGE OF OWNERSHIP AND ASSIGNMENT
     You  may name a new  owner of this Policy 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.

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

     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.

     MISSTATEMENT OF AGE OR SEX
     If the age or sex of the  Insured  has been  misstated,  all  payments  and
benefits  under the Policy will be those which the premiums would have purchased
at the correct age and sex.

     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.

     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.

     COVERAGE BEYOND MATURITY
     Prior to thirty days before 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:
     The allocation of the  Accumulation  Value to the Subaccounts and the Fixed
     Account will be maintained according to your instructions;
     The cost of insurance charge will be zero; The expense charge will be zero;
     The corridor percentage will be fixed at 101% ;
     Any riders  attached to the Policy  that are then in force will  terminate;
     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.

    REINSTATEMENT
    If this policy lapses, 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; (iv)  re-establishment
of surrender charges, if any, measured from the original date of issue; and (iv)
repayment or reinstatement of any outstanding Policy loan along with unpaid loan
interest from the date of lapse. 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  reflect  (I) the  Accumulation  Value at the time of lapse,
except that the value in the Loan Account may be repaid prior to  reinstatement;
less (ii) the Monthly Deduction for the current month.

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

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

    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.

    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.

    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.

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

    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.

    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)

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)
Ernest B. Johnston      Executive Vice President(Underwriting; Customer Service)
John L. Maginn          Executive Vice President (Treasurer; Chief Investment 
                        Officer)
Thomas J. McCusker      Executive Vice President (General Counsel)
Thomas T. Sawicz        Executive Vice President (Sales and Marketing)
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

    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.

    VOTING RIGHTS
    We own the Series  Fund  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 Series Fund 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 Series
Fund 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  of the Series Funds 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 Series Fund 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.

    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
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.

    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.

    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.

    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 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
were 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.

    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 based on an initial premium of $20,000.  A male age 55, 65 and 75
with  specified  amounts of $43,200,  $36,867,  and $29,134,  respectively,  are
illustrated  for this Policy.  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.

    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 nine years  following each premium  payment.
The amounts  shown in the tables take into account an average daily charge equal
to an annual  charge  0.89% of the average  daily net assets of the Series Funds
for the investment  advisory fees and operating  expenses incurred by the Series
Funds The gross annual  investment return rates of 0%, 6%, and 12% on the Fund'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
the initial  premium of $20,000 were invested to earn interest,  after taxes, 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.

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

                          Male issue age 55                      Initial Premium $20,000
                          Preferred Class                            Face Amount $52,000

                          CURRENT CHARGES *                        GUARANTEED CHARGES **
              -------------------------------------------    -----------------------------------
             PREMIUMS
 END OF    ACCUMULATED               CASH                                CASH
CONTRACT      AT 5%      ACCOUNT   SURRENDER  DEATH        ACCOUNT    SURRENDER     DEATH
  YEAR       INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
             PER YEAR
  ----      --------      -----     -----    -------        -----       -----      -------
<S>            <C>         <C>       <C>       <C>            <C>        <C>        <C>
   1           21,000     21,731    19,831    52,000        21,523      19,623     52,000
   2           22,505     23,613    21,713    52,000        23,177      21,277     52,000
   3           23,153     25,657    23,757    52,000        24,976      23,076     52,000
   4           24,310     27,878    26,078    52,000        26,939      25,139     52,000
   5           25,526     30,292    28,792    52,000        29,086      27,586     52,000
   6           26,802     32,914    31,714    52,000        31,440      30,240     52,000
   7           28,142     35,764    34,864    52,000        34,028      33,128     52,000
   8           29,549     38,860    38,260    52,000        36,880      36,280     52,000
   9           31,027     42,254    42,954    52,395        40,036      39,736     52,000
  10           32,578     45,987    45,987    56,105        43,540      43,540     53,119
  11           34,207     50,265    50,265    60,318        47,575      47,575     57,090
  12           35,917     54,940    54,940    65,379        51,972      51,972     61,847
  13           37,713     60,050    60,050    70,859        56,765      56,765     66,983
  14           39,599     65,636    65,636    76,794        61,990      61,990     72,528
  15           41,579     71,741    71,741    83,220        67,684      67,684     78,514
  16           43,657     78,414    78,414    90,176        73,891      73,891     84,974
  17           45,840     85,708    85,708    96,850        80,690      80,690     91,180
  18           48,132     93,680    93,680   103,984        88,151      88,151     97,848
  19           50,539    102,395   102,395   111,611        96,352      96,352    105,024
  20           53,066    112,000   112,000   119,840       105,390     105,390    112,768

  25           67,727    175,570   175,570   184,348       165,208     165,208    173,468
  35          110,320    427,275   427,275   448,639       391,185     391,185    410,744

</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges. 
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges.

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.  Theses 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.
<PAGE>

<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.11% NET)

                          Male issue age 55                      Initial Premium $20,000
                          Preferred Class                            Face Amount $52,000

                          CURRENT CHARGES *                        GUARANTEED CHARGES **
              -------------------------------------------    -----------------------------------
            PREMIUMS
 END OF   ACCUMULATED               CASH                                CASH
CONTRACT     AT 5%      ACCOUNT   SURRENDER  DEATH        ACCOUNT    SURRENDER     DEATH
  YEAR      INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
            PER YEAR
  ----      --------     -----     -----    -------        -----       -----      -------
<S>           <C>        <C>       <C>       <C>           <C>         <C>        <C>   
   1          21,000     20,558    18,658    52,000        20,347      18,447     52,000
   2          22,505     21,132    19,232    52,000        20,677      18,777     52,000
   3          23,153     21,721    19,821    52,000        20,988      19,088     52,000
   4          24,310     22,327    20,527    52,000        21,279      19,479     52,000
   5          25,526     22,950    21,450    52,000        21,545      20,045     52,000
   6          26,802     23,590    22,390    52,000        21,782      20,582     52,000
   7          28,142     24,248    23,348    52,000        21,982      21,082     52,000
   8          29,549     24,925    24,325    52,000        22,140      21,540     52,000
   9          31,027     25,620    25,320    52,000        22,246      21,946     52,000
  10          32,578     26,335    26,335    52,000        22,291      22,291     52,000
  11          34,207     27,203    27,203    52,000        22,357      22,357     52,000
  12          35,917     28,099    28,099    52,000        22,350      22,350     52,000
  13          37,713     29,025    29,025    52,000        22,261      22,261     52,000
  14          39,599     29,982    29,982    52,000        22,077      22,077     52,000
  15          41,579     30,970    30,970    52,000        21,781      21,781     52,000
  16          43,657     31,991    31,991    52,000        21,348      21,348     52,000
  17          45,840     33,045    33,045    52,000        20,749      20,749     52,000
  18          48,132     34,134    34,134    52,000        19,944      19,944     52,000
  19          50,539     35,259    35,259    52,000        18,885      18,885     52,000
  20          53,066     36,421    36,421    52,000        17,519      17,519     52,000

  25          67,727     42,831    42,831    52,000         3,303       3,303     52,000
  35         110,320     59,736    59,736    62,723           ***         ***        ***

</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges.
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges.
*** The Policy is lapsed.

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.  Theses 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.
<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.89% NET)

                          Male issue age 55                      Initial Premium $20,000
                          Preferred Class                            Face Amount $52,000

                          CURRENT CHARGES *                        GUARANTEED CHARGES **
                PREMIUMS
 END OF       ACCUMULATED               CASH                                CASH
CONTRACT         AT 5%      ACCOUNT   SURRENDER  DEATH        ACCOUNT    SURRENDER     DEATH
  YEAR          INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
                PER YEAR
  ----          --------     -----     -----    -------        -----       -----      -------
<S>               <C>         <C>       <C>      <C>           <C>         <C>        <C>   
   1              21,000      19,384    17,484   52,000        19,170      17,270     52,000
   2              22,505      18,788    16,888   52,000        18,318      16,418     52,000
   3              23,153      18,210    16,310   52,000        17,440      15,540     52,000
   4              24,310      17,649    15,849   52,000        16,532      14,732     52,000
   5              25,526      17,106    15,606   52,000        15,589      14,089     52,000
   6              26,802      16,580    15,380   52,000        14,603      13,403     52,000
   7              28,142      16,069    15,169   52,000        13,566      12,666     52,000
   8              29,549      15,575    14,975   52,000        12,467      11,867     52,000
   9              31,027      15,095    14,795   52,000        11,293      10,993     52,000
  10              32,578      14,631    14,631   52,000        10,032      10,032     52,000
  11              34,207      14,250    14,250   52,000         8,708       8,708     52,000
  12              35,917      13,880    13,880   52,000         7,265       7,265     52,000
  13              37,713      13,519    13,519   52,000         5,688       5,688     52,000
  14              39,599      13,167    13,167   52,000         3,958       3,958     52,000
  15              41,579      12,825    12,825   52,000         2,047       2,047     52,000
  16              43,657      12,491    12,491   52,000           ***         ***        ***
  17              45,840      12,166    12,166   52,000           ***         ***        ***
  18              48,132      11,850    11,850   52,000           ***         ***        ***
  19              50,539      11,542    11,542   52,000           ***         ***        ***
  20              53,066      11,241    11,241   52,000           ***         ***        ***

  25              67,727       9,854     9,854   52,000           ***         ***        ***
  35             110,320       7,571     7,571   52,000           ***         ***        ***

</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges. 
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges.
*** The Policy is lapsed.

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.  Theses 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.
<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

                          Male issue age 65                      Initial Premium $20,000
                          Preferred Class                            Face Amount $36,867

                          CURRENT CHARGES *                        GUARANTEED CHARGES **
              -------------------------------------------    -----------------------------------
                PREMIUMS
 END OF       ACCUMULATED               CASH                                CASH
CONTRACT         AT 5%      ACCOUNT   SURRENDER  DEATH        ACCOUNT    SURRENDER     DEATH
  YEAR          INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
                PER YEAR
  ----         --------      -----     -----    -------        -----       -----      -------
<S>               <C>        <C>       <C>       <C>         <C>         <C>          <C>   
   1              21,000     21,731    19,831    36,867      21,430      19,530       36,867
   2              22,505     23,613    21,713    36,867      22,997      21,097       36,867
   3              23,153     25,657    23,757    36,867      24,726      22,826       36,867
   4              24,310     27,878    26,078    36,867      26,644      24,844       36,867
   5              25,526     30,292    28,792    36,867      28,785      27,285       36,867
   6              26,802     32,924    31,724    37,863      31,192      29,992       36,867
   7              28,142     35,814    34,914    40,470      33,904      33,004       38,311
   8              29,549     38,973    38,373    43,260      36,894      36,294       40,953
   9              31,027     42,432    42,132    46,251      40,170      39,870       43,785
  10              32,578     46,232    46,232    49,468      43,766      43,766       46,830
  11              34,207     50,615    50,615    53,146      47,916      47,916       50,312
  12              35,917     55,396    55,396    58,166      52,442      52,442       55,064
  13              37,713     60,608    60,608    63,638      57,376      57,376       60,245
  14              39,599     66,287    66,287    69,602      62,752      62,752       65,890
  15              41,579     72,472    72,472    76,096      68,607      68,607       72,038
  16              43,657     79,213    79,213    83,174      74,978      74,978       78,727
  17              45,840     86,581    86,581    90,910      81,902      81,902       85,997
  18              48,132     94,634    94,634    99,366      89,420      89,420       93,891
  19              50,539    103,437   103,437   108,609      97,572      97,572      102,450
  20              53,066    113,058   113,058   118,711      106,401     106,401     111,721

  25              67,727    176,372   176,372   185,191      162,450     162,450     170,573
  35             110,320    440,945   440,945   440,945      400,215     400,215     400,215

</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges. ** These values reflect investment results using guaranteed
cost of insurance rates and expense charges.

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.  Theses 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.
<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.11% NET)

                          Male issue age 65                      Initial Premium $20,000
                          Preferred Class                            Face Amount $36,867

                          CURRENT CHARGES *                        GUARANTEED CHARGES **
              -------------------------------------------    -----------------------------------
                PREMIUMS
 END OF       ACCUMULATED               CASH                                CASH
CONTRACT         AT 5%      ACCOUNT   SURRENDER  DEATH        ACCOUNT    SURRENDER     DEATH
  YEAR          INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
                PER YEAR
  ----         --------      -----     -----    -------        -----       -----      -------
          
<S>               <C>        <C>       <C>       <C>           <C>         <C>         <C>   
   1              21,000     20,558    18,658    36,867        20,248      18,348      36,867
   2              22,505     21,132    19,232    36,867        20,468      18,568      36,867
   3              23,153     21,721    19,821    36,867        20,658      18,758      36,867
   4              24,310     22,327    20,527    36,867        20,813      19,013      36,867
   5              25,526     22,950    21,450    36,867        20,927      19,427      36,867
   6              26,802     23,590    22,390    36,867        20,990      19,790      36,867
   7              28,142     24,248    23,348    36,867        20,992      20,092      36,867
   8              29,549     24,925    24,325    36,867        20,917      20,317      36,867
   9              31,027     25,620    25,320    36,867        20,747      20,447      36,867
  10              32,578     26,335    26,335    36,867        20,463      20,463      36,867
  11              34,207     27,203    27,203    36,867        20,127      20,127      36,867
  12              35,917     28,099    28,099    36,867        19,368      19,368      36,867
  13              37,713     29,025    29,025    36,867        18,967      18,967      36,867
  14              39,599     29,982    29,982    36,867        18,078      18,078      36,867
  15              41,579     30,970    30,970    36,867        16,915      16,915      36,867
  16              43,657     31,991    31,991    36,867        15,410      15,410      36,867
  17              45,840     33,045    33,045    36,867        13,456      13,456      36,867
  18              48,132     34,134    34,134    36,867        10,914      10,914      36,867
  19              50,539     35,259    35,259    37,022         7,591       7,591      36,867
  20              53,066     36,421    36,421    38,242         3,229       3,229      36,867

  25              67,727     42,831    42,831    44,973           ***         ***         ***
  35             110,320     61,367    61,367    61,367           ***         ***         ***

</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges.
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges.
*** The Policy is lapsed.

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.  Theses 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.
<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-.89% NET)

                             Male issue age 65                Initial Premium $20,000
                             Preferred Class                     Face Amount $36,867

                          CURRENT CHARGES *                        GUARANTEED CHARGES **
              -------------------------------------------    -----------------------------------
                PREMIUMS
 END OF       ACCUMULATED               CASH                                CASH
CONTRACT         AT 5%      ACCOUNT   SURRENDER  DEATH        ACCOUNT    SURRENDER     DEATH
  YEAR          INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
                PER YEAR
  ----         --------      -----     -----    -------        -----       -----      -------
  
<S>               <C>        <C>       <C>       <C>           <C>         <C>         <C>   
   1              21,000     19,384    17,484    36,867        19,066      17,166      36,867
   2              22,505     18,788    17,888    36,867        18,084      16,184      36,867
   3              23,153     18,210    16,310    36,867        17,045      15,145      36,867
   4              24,310     17,649    16,849    36,867        15,941      14,141      36,867
   5              25,526     17,106    15,606    36,867        14,757      13,257      36,867
   6              26,802     16,580    15,380    36,867        13,475      12,275      36,867
   7              28,142     16,069    15,169    36,867        12,073      11,173      36,867
   8              29,549     15,575    15,975    36,867        10,522       9,922      36,867
   9              31,027     15,095    14,795    36,867         8,785       8,485      36,867
  10              32,578     14,631    14,631    36,867         6,825       6,825      36,867
  11              34,207     14,250    14,250    36,867         4,621       4,621      36,867
  12              35,917     13,880    13,880    36,867         2,091       2,091      36,867
  13              37,713     13,519    13,519    36,867           ***         ***         ***
  14              39,599     13,167    13,167    36,867           ***         ***         ***
  15              41,579     12,825    12,825    36,867           ***         ***         ***
  16              43,657     12,491    12,491    36,867           ***         ***         ***
  17              45,840     12,166    12,166    36,867           ***         ***         ***
  18              48,132     11,850    11,850    36,867           ***         ***         ***
  19              50,539     11,542    11,542    36,867           ***         ***         ***
  20              53,066     11,241    11,241    36,867           ***         ***         ***

  25              67,727      9,854     9,854    36,867           ***         ***         ***
  35             110,320      7,571     7,571    36,867           ***         ***         ***

</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges.
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges.
*** The Policy is lapsed.

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.  Theses 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.
<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

                             Male issue age 75                   Initial Premium $20,000
                             Preferred Class                         Face Amount $29,134

                          CURRENT CHARGES *                        GUARANTEED CHARGES **
              -------------------------------------------    -----------------------------------
                PREMIUMS
 END OF       ACCUMULATED               CASH                                CASH
CONTRACT         AT 5%      ACCOUNT   SURRENDER  DEATH        ACCOUNT    SURRENDER     DEATH
  YEAR          INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
                PER YEAR
  ----         --------     -----     -----    -------        -----       -----      -------
              
<S>               <C>        <C>       <C>       <C>           <C>         <C>         <C>   
   1              21,000     21,731    19,831    29,134        21,278      19,378      29,134
   2              22,505     23,613    21,713    29,134        22,723      20,823      29,134
   3              23,153     25,657    23,757    29,134        24,383      22,483      29,134
   4              24,310     27,892    26,092    29,287        26,322      24,522      29,134
   5              25,526     30,376    28,876    31,895        28,609      27,109      30,040
   6              26,802     33,067    31,867    34,720        31,144      29,944      32,701
   7              28,142     35,980    35,080    37,779        33,888      32,988      35,582
   8              29,549     39,129    38,529    41,086        36,854      36,254      38,696
   9              31,027     42,530    42,230    44,656        40,057      39,757      42,060
  10              32,578     46,223    46,223    48,535        43,511      43,511      45,687
  11              34,207     50,523    50,523    53,049        47,418      47,418      49,789
  12              35,917     55,222    55,222    57,983        51,642      51,642      54,224
  13              37,713     60,359    60,359    63,377        56,203      56,203      59,013
  14              39,599     65,973    65,973    69,271        61,126      61,126      64,182
  15              41,579     72,109    72,109    75,715        66,432      66,432      69,753
  16              43,657     78,816    78,816    82,757        72,145      72,145      75,753
  17              45,840     86,147    86,147    89,593        78,480      78,480      81,620
  18              48,132     94,160    94,160    96,985        85,536      85,536      88,102
  19              50,539    102,919   102,919   104,977        93,432      93,432      95,301
  20              53,066    112,706   112,706   113,833       102,317     102,317     103,341

  25              67,727    180,279   180,279   180,279       163,662     163,662     163,662

</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges.
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges.

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.  Theses 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.
<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.11% NET)

                             Male issue age 75                   Initial Premium $20,000
                             Preferred Class                         Face Amount $29,134

                          CURRENT CHARGES *                        GUARANTEED CHARGES **
              -------------------------------------------    -----------------------------------
                PREMIUMS
 END OF       ACCUMULATED               CASH                                CASH
CONTRACT         AT 5%      ACCOUNT   SURRENDER  DEATH        ACCOUNT    SURRENDER     DEATH
  YEAR          INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
                PER YEAR
  ----          --------     -----     -----    -------        -----       -----      -------
          
<S>               <C>        <C>       <C>        <C>          <C>         <C>         <C>   
   1              21,000     20,558    18,658     29,134       20,078      18,178      29,134
   2              22,505     21,132    19,232     29,134       20,104      18,204      29,134
   3              23,153     21,721    19,821     29,134       20,068      18,168      29,134
   4              24,310     22,327    20,527     29,134       19,961      18,165      29,134
   5              25,526     22,950    21,450     29,134       19,767      18,285      29,134
   6              26,802     23,590    22,390     29,134       19,464      18,296      29,134
   7              28,142     24,248    23,348     29,134       19,019      18,163      29,134
   8              29,549     24,925    24,325     29,134       18,389      17,838      29,134
   9              31,027     25,620    25,320     29,134       17,516      17,252      29,134
  10              32,578     26,335    26,335     29,134       16,320      16,320      29,134
  11              34,207     27,203    27,203     29,134       14,767      14,767      29,134
  12              35,917     28,099    28,099     29,504       12,654      12,654      29,134
  13              37,713     29,025    29,025     30,477        9,784       9,784      29,134
  14              39,599     29,982    29,982     31,481         5873        5873      29,134
  15              41,579     30,970    30,970     32,519          515         515      29,134
  16              43,657     31,991    31,991     33,590          ***         ***         ***
  17              45,840     33,045    33,045     34,367          ***         ***         ***
  18              48,132     34,134    34,134     35,158          ***         ***         ***
  19              50,539     35,272    35,272     35,977          ***         ***         ***
  20              53,066     36,540    36,540     36,905          ***         ***         ***

  25              67,727     44,281    44,281     44,281          ***         ***         ***

</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges.
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges.
*** The Policy is lapsed.

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.  Theses 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.

<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.89% NET)

                             Male issue age 75                   Initial Premium $20,000
                             Preferred Class                         Face Amount $29,134

                          CURRENT CHARGES *                        GUARANTEED CHARGES **
              -------------------------------------------    -----------------------------------
                PREMIUMS
 END OF       ACCUMULATED               CASH                                CASH
CONTRACT         AT 5%      ACCOUNT   SURRENDER  DEATH        ACCOUNT    SURRENDER     DEATH
  YEAR          INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
                PER YEAR
  ----         --------      -----     -----    -------        -----       -----      -------
               
<S>               <C>        <C>       <C>        <C>          <C>         <C>         <C>   
   1              21,000     19,384    17,484     29,134       18,880      17,980      29,134
   2              22,505     18,788    16,888     29,134       17,639      15,739      29,134
   3              23,153     18,210    16,310     29,134       16,254      14,354      29,134
   4              24,310     17,649    15,849     29,134       14,691      13,891      29,134
   5              25,526     17,106    15,606     29,134       12,911      11,411      29,134
   6              26,802     16,480    15,380     29,134       10,857      10,657      29,134
   7              28,142     16,069    15,169     29,134        8,451       8,551      29,134
   8              29,549     15,575    14,975     29,134        5,590       5,990      29,134
   9              31,027     15,095    14,795     29,134        2,136       2,836      29,134
  10              32,578     14,631    14,631     29,134          ***         ***         ***
  11              34,207     14,250    14,250     29,134          ***         ***         ***
  12              35,917     13,880    13,880     29,134          ***         ***         ***
  13              37,713     13,519    13,519     29,134          ***         ***         ***
  14              39,599     13,167    13,167     29,134          ***         ***         ***
  15              41,579     12,825    12,825     29,134          ***         ***         ***
  16              43,657     12,491    12,491     29,134          ***         ***         ***
  17              45,840     12,166    12,166     29,134          ***         ***         ***
  18              48,132     11,850    11,850     29,134          ***         ***         ***
  19              50,539     11,542    11,542     29,134          ***         ***         ***
  20              53,066     11,241    11,241     29,134          ***         ***         ***

  25              67,727      9,854     9,854     29,134          ***         ***         ***

</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges.
** These values reflect investment  results  using  guaranteed cost of insurance
rates and expense charges.
*** The Policy is lapsed.

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.  Theses 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.

<PAGE>

<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

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

                                 Male issue age 65               Initial Premium $20,000
                                 Standard Class                  Specified Amount $36,867

                                   CURRENT CHARGES *                 GUARANTEED CHARGES **
                              -----------------------------    ----------------------------------
                 PREMIUMS
 END OF        ACCUMULATED                CASH                               CASH
POLICY        AT 5% INTEREST   ACCUM.   SURRENDER  DEATH        ACCUM.    SURRENDER     DEATH
  YEAR           PER YEAR      VALUE     VALUE    BENEFIT       VALUE       VALUE      BENEFIT
  ----           --------      -----     -----    -------       -----       -----      -------
<S>              <C>          <C>       <C>       <C>          <C>         <C>         <C>    
   1             $21,000      $21,601   $19,701   $36,867      $21,430     $19,530     $36,867
   2              22,505       23,331    21,431    36,867       22,997      21,097      36,867
   3              23,153       25,198    23,298    36,867       24,726      22,826      36,867
   4              24,310       27,217    25,417    36,867       26,644      24,844      36,867
   5              25,526       29,438    27,938    36,867       28,785      27,285      36,867
   6              26,802       31,936    30,736    36,867       31,192      29,992      36,867
   7              28,142       34,732    33,832    39,248       33,904      33,004      38,311
   8              29,549       37,796    37,196    41,953       36,894      36,294      40,953
   9              31,027       41,151    40,851    44,855       40,170      39,870      43,785
  10              32,578       44,836    44,836    47,974       43,766      43,766      46,830
  11              34,207       49,086    49,086    51,541       47,916      47,916      50,312
  12              35,917       53,723    53,723    56,409       52,442      52,442      55,064
  13              37,713       58,778    58,778    61,717       57,376      57,376      60,245
  14              39,599       64,286    64,286    67,500       62,752      62,752      65,890
  15              41,579       70,284    70,284    73,798       68,607      68,607      72,038
  16              43,657       76,810    76,810    80,650       74,978      74,978      78,727
  17              45,840       83,903    83,903    88,098       81,902      81,902      85,997
  18              48,132       91,605    91,605    96,185       89,420      89,420      93,891
  19              50,539       99,956    99,956   104,953       97,572      97,572     102,450
  20              53,066      109,001   109,001   114,451      106,401     106,401     111,721

  25              67,727      167,248   167,248   175,610      162,450     162,450     170,573
  35             110,320      413,849   413,849    413849      400,215     400,215     400,215

</TABLE>


* These values reflect  investment results using current cost of insurance rates
and expense charges.
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges.

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.

<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.11% NET)

                                 Male issue age 65               Initial Premium $20,000
                                 Standard Class                  Specified Amount $36,867

                                 CURRENT CHARGES *                 GUARANTEED CHARGES **
                            -----------------------------    -----------------------------------
                PREMIUMS
 END OF       ACCUMULATED               CASH                                CASH
POLICY           AT 5%       ACCUM.   SURRENDER  DEATH         ACCUM.    SURRENDER     DEATH
  YEAR          INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
                PER YEAR
  ----         --------      -----     -----    -------        -----       -----      -------
<S>              <C>        <C>       <C>       <C>           <C>         <C>         <C>    
   1             $21,000    $20,435   $18,535   $36,867       $20,248     $18,348     $36,867
   2              22,505     20,879    18,979    36,867        20,468      18,568      36,867
   3              23,153     21,333    19,433    36,867        20,658      18,758      36,867
   4              24,310     21,796    19,996    36,867        20,813      19,013      36,867
   5              25,526     22,270    20,770    36,867        20,927      19,427      36,867
   6              26,802     22,754    21,554    36,867        20,990      19,790      36,867
   7              28,142     23,249    22,349    36,867        20,992      20,092      36,867
   8              29,549     23,754    23,154    36,867        20,917      20,317      36,867
   9              31,027     24,271    23,971    36,867        20,747      20,447      36,867
  10              32,578     24,798    24,798    36,867        20,463      20,463      36,867
  11              34,207     25,528    25,528    36,867        20,127      20,127      36,867
  12              35,917     26,280    26,280    36,867        19,368      19,368      36,867
  13              37,713     27,054    27,054    36,867        18,967      18,967      36,867
  14              39,599     27,850    27,850    36,867        18,078      18,078      36,867
  15              41,579     28,670    28,670    36,867        16,915      16,915      36,867
  16              43,657     29,515    29,515    36,867        15,410      15,410      36,867
  17              45,840     30,384    30,384    36,867        13,456      13,456      36,867
  18              48,132     31,278    31,278    36,867        10,914      10,914      36,867
  19              50,539     32,199    32,199    36,867         7,591       7,591      36,867
  20              53,066     33,147    33,147    36,867         3,229       3,229      36,867

  25              67,727     38,329    38,329    40,246           ***         ***         ***
  35             110,320     54,331    54,331    54,331           ***         ***         ***

</TABLE>


* These values reflect  investment results using current cost of insurance rates
and expense charges. 
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges.
*** The Policy is lapsed.

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.

<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-.89% NET)

                                 Male issue age 65               Initial Premium $20,000
                                 Standard Class                  Specified Amount $36,867

                                 CURRENT CHARGES *                 GUARANTEED CHARGES **
                            -----------------------------    -----------------------------------
                PREMIUMS
 END OF       ACCUMULATED               CASH                                CASH
POLICY           AT 5%       ACCUM.   SURRENDER  DEATH         ACCUM.    SURRENDER     DEATH
  YEAR          INTEREST     VALUE     VALUE    BENEFIT        VALUE       VALUE      BENEFIT
                PER YEAR
  ----           --------    -----     -----    -------        -----       -----      -------
<S>           <C>        <C>       <C>       <C>           <C>         <C>         <C>    
   1             $21,000    $19,268   $17,438   $36,867       $19,066     $17,255     $36,867
   2              22,505     18,563    16,800    36,867        18,084      16,366      36,867
   3              23,153     17,884    16,185    36,867        17,045      15,426      36,867
   4              24,310     17,230    15,679    36,867        15,941      14,506      36,867
   5              25,526     16,599    15,354    36,867        14,757      13,650      36,867
   6              26,802     15,992    15,033    36,867        13,475      12,666      36,867
   7              28,142     15,407    14,714    36,867        12,073      11,530      36,867
   8              29,549     14,843    14,398    36,867        10,522      10,206      36,867
   9              31,027     14,300    14,086    36,867         8,785       8,654      36,867
  10              32,578     13,777    13,777    36,867         6,825       6,825      36,867
  11              34,207     13,373    13,373    36,867         4,621       4,621      36,867
  12              35,917     12,981    12,981    36,867         2,091       2,091      36,867
  13              37,713     12,600    12,600    36,867           ***         ***         ***
  14              39,599     12,231    12,231    36,867           ***         ***         ***
  15              41,579     11,872    11,872    36,867           ***         ***         ***
  16              43,657     11,524    11,524    36,867           ***         ***         ***
  17              45,840     11,186    11,186    36,867           ***         ***         ***
  18              48,132     10,858    10,858    36,867           ***         ***         ***
  19              50,539     10,540    10,540    36,867           ***         ***         ***
  20              53,066     10,231    10,231    36,867           ***         ***         ***

  25              67,727      8,817     8,817    36,867           ***         ***         ***
  35             110,320      6,547     6,547    36,867           ***         ***         ***


</TABLE>

* These values reflect  investment results using current cost of insurance rates
and expense charges.
** These values reflect  investment  results using  guaranteed cost of insurance
rates and expense charges
*** The Policy is lapsed.

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.


<PAGE>


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


UNITED OF OMAHA
LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF MUTUAL
OF OMAHA INSURANCE COMPANY)


STATUTORY FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT
DECEMBER 31, 1996, 1995 AND 1994


<PAGE>

INDEPENDENT AUDITORS' REPORT

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

We have  audited  the  accompanying  statutory  statement  of  admitted  assets,
liabilities,  and  surplus  of  United of Omaha  Life  Insurance  Company  as of
December 31, 1996, and the related statutory statements of income and changes in
surplus,  and cash  flows  for the year then  ended.  Our  responsibility  is to
express  an  opinion  on these  financial  statements  based on our  audit.  The
financial  statements  of United of Omaha Life  Insurance  Company for the years
ended  December 31, 1995 and 1994 were audited by other  auditors  whose report,
dated April 9, 1997,  expressed an unqualified  opinion on the  presentation  of
those financial statements in conformity with accounting practices prescribed or
permitted  by the  Insurance  Department  of the  State  of  Nebraska  and  also
expressed  an  opinion  that the  financial  statements  were not  presented  in
conformity  with  generally  accepted  accounting   principles.   The  financial
statements are the responsibility of the Company's management.

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

As more fully described in Note 1 to the financial  statements,  the Company has
prepared these  financial  statements in conformity  with  accounting  practices
prescribed  or permitted by the  Insurance  Department of the State of Nebraska.
Those  practices  differ from  generally  accepted  accounting  principles.  The
effects on the  financial  statements of the  differences  between the statutory
basis  of  accounting  and  generally  accepted  accounting  principles  are not
reasonably determinable, but are presumed to be material.

In our opinion,  because of the effects of the matter discussed in the preceding
paragraph, the 1996 financial statements referred to above do not present fairly
the financial  position of United of Omaha Life Insurance Company as of December
31, 1996, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.

However, in our opinion,  the statutory  financial  statements referred to above
present fairly, in all material respects, the admitted assets, liabilities,  and
surplus of United of Omaha Life  Insurance  Company as of December 31, 1996, and
the results of its operations and its cash flows for the year then ended, on the
basis of accounting described in Note 1 to the financial statements.



DELOITTE & TOUCHE LLP

Omaha, Nebraska
April 21, 1997

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


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

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

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

In our originally issued report dated February 23, 1996, we expressed an opinion
that  the  1995  financial  statements,   prepared  using  accounting  practices
prescribed  or permitted by the  Insurance  Department of the State of Nebraska,
presented fairly, in all material respects,  the financial position of United of
Omaha Life  Insurance  Company as of December 31,  1995,  and the results of its
operations  and its  cash  flow for each of the two  years in the  period  ended
December 31, 1995 in conformity with generally accepted  accounting  principles.
As described in Note 1 to the financial  statements,  pursuant to the provisions
of  Statement  of  Financial   Accounting  Standards  Board  Interpretation  40,
Applicability  of  Generally  Accepted  Accounting  Principles  to  Mutual  Life
Insurance and Other Enterprises,  as amended ("FIN 40"), financial statements of
mutual life insurance  enterprises  for periods ending on or before December 15,
1996, prepared using accounting  practices  prescribed or permitted by insurance
regulators   (statutory   financial   statements)   are  no  longer   considered
presentations  in conformity  with  generally  accepted  accounting  principles.
Accordingly,  our  present  opinion on the  presentation  of the 1995  financial
statements in accordance  with  generally  accepted  accounting  principles,  as
presented herein, is different from that expressed in our previous report.

In our opinion,  because of the effects of the matter discussed in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of United of Omaha  Life  Insurance  Company as of  December  31,  1995,  or the
results  of its  operations  and its cash flows for each of the two years in the
period ended December 31, 1995.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of United of Omaha Life Insurance
Company as of December 31, 1995,  and the results of its operations and its cash
flows for the each of the two years in the period ended  December  31, 1995,  in
conformity  with accounting  practices  prescribed or permitted by the Insurance
Department of the State of Nebraska.


Coopers & Lybrand L.L.P.


Omaha, Nebraska
February  23, 1996  [except for the change in our opinion as required by FIN 40,
for which the date is April 9, 1997]


UNITED OF OMAHA LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY)
<TABLE>
<CAPTION>

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND SURPLUS
DECEMBER 31, 1996 AND 1995
(in thousands)
- ------------------------------------------------------------------------------------------------------------------------


ADMITTED ASSETS                                                                     1996         1995

Cash and invested assets (Notes 2 and 3):
<S>                                                                               <C>          <C>         
  Bonds                                                                           $  6,194,033 $  5,348,682
  Preferred stocks                                                                       2,967        2,967
  Common stocks                                                                        206,792      215,614
  Mortgage loans                                                                       914,877    1,039,336
  Real estate occupied by the Company, net of accumulated depreciation of 
   $51,913 in 1996 and $48,176 in 1995                                                  85,958       89,366
  Real estate acquired in satisfaction of debt, net of accumulated depreciation 
    of $3,418 in 1996 and $4,007 in 1995                                                47,288       53,812
  Investment in real estate, net of accumulated depreciation of $14,576 in 1996 
    and $14,052 in 1995                                                                  9,930       13,234
  Policy loans                                                                         118,150      111,335
  Cash and short-term investments                                                      117,502      176,000
  Other invested assets                                                                 70,027       46,272
                                                                                 -------------- ------------
           Total cash and invested assets                                            7,767,524    7,096,618

Premiums deferred and uncollected                                                       94,802       85,015
Investment income due and accrued                                                       75,193       73,470
Electronic data processing equipment, net                                               44,971       53,474
Receivable from parent, subsidiaries and affiliates (Note 6)                             8,075        7,671
Other assets (Note 3)                                                                   47,050       70,443
Separate accounts assets                                                               499,423      156,212
                                                                                 -------------- ------------
           Total admitted assets                                                  $  8,537,038  $ 7,542,903
                                                                                 ============== ============
LIABILITIES

Policy reserves (Notes 6 and 10):
  Aggregate reserve for policies and contracts                                    $  5,427,996 $  4,724,703
  Liability for premium and other deposit funds                                      1,670,294    1,746,619
  Policy and contract claims                                                            49,317       48,022
  Other                                                                                 74,171       71,293
                                                                                 -------------- ------------
           Total policy reserves                                                     7,221,778    6,590,637

Interest maintenance reserve                                                            26,872       25,378
Asset valuation reserve                                                                114,495      106,346
General expenses and taxes due or accrued (Note 5)                                      35,147       32,866
Federal income taxes due or accrued (Note 4)                                            20,241       17,342
Other liabilities (Note 3)                                                              84,293     101,537
Separate accounts liabilities                                                          499,392      156,184
                                                                                 -------------- -------------
           Total liabilities                                                         8,002,218    7,030,290
                                                                                 -------------- -------------
SURPLUS
Capital stock, $10 par value, 900,000 shares authorized and outstanding                  9,000        9,000
Gross paid-in and contributed surplus                                                   62,724       62,724
Unassigned surplus (Note 11)                                                           463,096      440,889
                                                                                 -------------- ------------
           Total surplus                                                               534,820      512,613
                                                                                 -------------- ------------
           Total liabilities and surplus                                          $  8,537,038  $ 7,542,903
                                                                                 ============== ============

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


<PAGE>
UNITED OF OMAHA LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY)
<TABLE>
<CAPTION>

STATUTORY STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(in thousands)
- -------------------------------------------------------------------------------------------------------------------------


                                                                                 1996           1995           1994

Income:
<S>                                                                              <C>            <C>            <C>        
  Net premiums and annuity considerations (Notes 6 and 7)                     $   1,285,507  $ 1,278,389    $ 1,198,989
  Other considerations and fund deposits                                            260,508       81,818         51,580
  Net investment income (Notes 2 and 6)                                             546,634      526,246        444,160
  Other income                                                                       20,604       25,233         32,075
                                                                                -------------  ------------  -----------
           Total income                                                           2,113,253    1,911,686      1,726,804
                                                                                -------------  ------------  -----------
Benefits and expenses:
  Policyholder and beneficiary benefits (Note 6)                                    890,668      728,340        668,542
  Increase in reserves for policyholder and beneficiary benefits                    561,185      781,059        718,113
  Commissions                                                                       126,692       98,132         97,436
  Operating expenses (Notes 5 and 6)                                                175,723      186,158        175,988
  Expense realignment costs (Note 13)                                                 9,099         -              -
  Net transfers to separate accounts                                                277,638       41,074         23,453
                                                                                -------------  ------------  -----------
           Total benefits and expenses                                            2,041,005    1,834,763      1,683,532
                                                                                -------------  ------------  -----------
           Net gain from operations before federal income taxes and
             net realized capital gains                                              72,248       76,923         43,272

Federal income taxes (Note 4)                                                        41,101       30,227         25,500
                                                                                -------------  ------------  -----------
           Net gain from operations before net realized capital gains                31,147       46,696         17,772

Net realized capital gains (Notes 2 and 6)                                           23,461       14,476          4,826
                                                                                -------------  ------------  -----------
           Net income                                                         $      54,608    $  61,172    $    22,598
                                                                                =============  ===========   ===========

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


<PAGE>
UNITED OF OMAHA LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY)
<TABLE>
<CAPTION>

STATUTORY STATEMENTS OF CHANGES IN SURPLUS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(in thousands)
- -----------------------------------------------------------------------------------------------------------


                                                                    1996           1995            1994

Capital stock:
<S>                                                                  <C>           <C>             <C>       
  Balance at beginning and end of year                          $    9,000    $     9,000     $    9,000
                                                                 ---------    -----------     ----------
Gross paid-in and contributed surplus:
  Balance at beginning of year                                      62,724         62,724         12,724
  Paid-in by Mutual of Omaha Insurance Company (Note 6)                 -              -          50,000
                                                                 ---------    -----------     ----------
  Balance at end of year                                            62,724         62,724         62,724
                                                                 ---------    -----------     ----------
Unassigned surplus:
  Balance at beginning of year                                     440,889        378,242        354,608
  Net income                                                        54,608         61,172         22,598
  Change in net unrealized capital gains (losses) (Note 2)         (23,064)         6,299         12,348
  (Increase) decrease in:
    Non-admitted assets                                              2,561          1,593         (4,670)
    Asset valuation reserve                                         (8,150)        (6,483)        (6,619)
  Pension plan contribution (Note 5)                                (3,599)            -              -
  Other, net                                                          (149)            66            (23)
                                                                 ---------    -----------     ----------
  Balance at end of year                                           463,096        440,889        378,242
                                                                 ---------    -----------     ----------

           Total surplus                                      $    534,820    $   512,613   $    449,966
                                                                 =========     ==========     ==========

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


<PAGE>

UNITED OF OMAHA LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY)
<TABLE>
<CAPTION>

STATUTORY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(in thousands)
- -------------------------------------------------------------------------------------------------------------------------

                                                               1996               1995             1994
Cash from operations:
<S>                                                           <C>                   <C>            <C>       
  Premiums, considerations and other fund deposits        $  1,539,502          $1,343,041     $1,240,212
  Net investment income                                        537,288             512,992        434,840
  Other income                                                  20,642              21,771         53,829
  Benefits                                                    (888,661)           (728,025)      (665,575)
  Commissions and general expenses                            (314,100)           (276,574)      (262,282)
  Federal income taxes                                         (42,235)            (23,796)       (30,496)
  Net transfers to separate accounts                          (292,935)            (41,112)       (23,453)
                                                          ------------------------------------------------
           Net cash from operations                            559,501             808,297        747,075
                                                           -----------------------------------------------
Cash from investments:
  Proceeds from investments sold, redeemed or matured:
    Bonds                                                      992,065             582,788        606,001
    Mortgage loans                                             132,406             131,975        135,034
    Stocks                                                      52,062              73,863        365,849
    Real estate                                                 18,601              15,353         26,537
    Other invested assets                                       32,150               4,391          7,781
  Tax on capital gains                                          (9,665)             (2,525)       (12,993)
  Cost of investments acquired:
    Bonds                                                   (1,818,632)         (1,460,824)    (1,441,532)
    Mortgage loans                                             (22,607)            (56,781)       (32,909)
    Stocks                                                     (25,848)            (28,873)      (386,130)
    Other invested assets                                      (53,150)            (22,321)        (3,744)
    Real estate                                                 (4,205)             (4,897)        (6,256)
  Net increase in policy loans                                  (6,815)             (6,494)        (3,771)
                                                          ------------------------------------------------
           Net cash from investments                          (713,638)           (774,345)      (746,133)
                                                            ----------------------------------------------
Cash from financing and other sources:
  Other cash provided                                          102,623              38,420          8,067
  Other cash used                                               (6,984)             (5,434)       (38,888)
  Capital and surplus paid-in (Note 6)                             -                  -            50,000
                                                           -----------------------------------------------
           Net cash from financing and other sources            95,639              32,986         19,179
                                                           -----------------------------------------------
Net change in cash and short-term investments                  (58,498)             66,938         20,121

Cash and short-term investments:
  Beginning of year                                            176,000             109,062         88,941
                                                             --------------------------------------------
  End of year                                            $     117,502             176,000        109,062
                                                             ============================================

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

<PAGE>


UNITED OF OMAHA LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY)


NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(dollar amounts in thousands)
- --------------------------------------------------------------------------------

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Nature  of  Operations  - United  of Omaha  Life  Insurance  Company  (the
      Company) is a wholly-owned subsidiary of Mutual of Omaha Insurance Company
      (Mutual of Omaha), a mutual life and health and accident insurance company
      domiciled  in the State of Nebraska.  At December  31,  1996,  the Company
      owned 100% of the  outstanding  common  stock of the  following  entities:
      Companion Life Insurance Company (Companion),  United World Life Insurance
      Company (United World),  Mutual of Omaha Structured  Settlement  Company -
      Nebraska    (MOSSCO-NE),    Mutual   of   Omaha   Structured    Settlement
      Company-Connecticut (MOSSCO-CT), and Mutual of Omaha Structured Settlement
      Company-New  York  (MOSSCO-NY).  The  Company  has  insurance  licenses to
      operate in 49 states, the District of Columbia, Guam, Puerto Rico, and the
      U.S.  Virgin Islands.  Individual life insurance and annuity  products are
      sold primarily through a network of career agents,  direct mail,  brokers,
      financial   planners   and  banks.   Group   business   is   produced   by
      representatives  located in Mutual of Omaha group offices  throughout  the
      country.

      Basis of Presentation - The  accompanying  financial  statements have been
      prepared in conformity with accounting  practices  prescribed or permitted
      by the Insurance Department of the State of Nebraska. Prescribed statutory
      accounting  practices  are contained in a variety of  publications  of the
      National Association of Insurance  Commissioners  (NAIC), as well as state
      laws,  regulations,  and general administrative rules. Permitted statutory
      accounting  practices  encompass all  accounting  practices  which may not
      necessarily be prescribed but are not prohibited.

      The  1995  and  1994  financial  statements,   presented  for  comparative
      purposes,  were previously  described as also being prepared in accordance
      with  generally  accepted  accounting  principles  (GAAP) for mutual  life
      insurance   companies  and  their   wholly-owned  life  insurance  company
      subsidiaries.   Pursuant   to   Financial   Accounting   Standards   Board
      Interpretation  40,   Applicability  of  Generally   Accepted   Accounting
      Principles to Mutual Life Insurance and Other  Enterprises  ("FIN 40"), as
      amended,   which  is  effective  for  1996  annual  financial  statements,
      financial statements based on statutory accounting practices can no longer
      be described as prepared in conformity with GAAP.  Furthermore,  financial
      statements prepared in conformity with statutory  accounting practices for
      periods  prior to the  effective  date of FIN 40 are no longer  considered
      GAAP  presentations  when  presented in  comparative  form with  financial
      statements for periods subsequent to the effective date. Accordingly,  the
      prior independent  auditors' reports have been reissued in accordance with
      FIN 40.

      The accompanying statutory financial statements vary in some respects from
      those  that  would  be  presented  in  conformity   with  GAAP.  The  most
      significant  differences  include:  (a) bonds  are  generally  carried  at
      amortized  cost rather than being valued at either  amortized cost or fair
      value based on their classification according to the Company's ability and
      intent to hold or trade the  securities;  (b) acquisition  costs,  such as
      commissions and other costs related to acquiring new business, are charged
      to  operations as incurred and not  deferred,  whereas  premiums are taken
      into income on a pro rata basis over the respective  term of the policies;
      (c)  deferred   federal  income  taxes  are  not  provided  for  temporary
      differences between tax and financial reporting; (d) no provision has been
      made for federal  income taxes on unrealized  appreciation  of investments
      which are carried at market value; (e) asset valuation  reserves (AVR) and
      interest  maintenance  reserves  (IMR)  are  established;   (f)  different
      actuarial  assumptions are used for calculating  certain policy  reserves;
      and (g) changes in certain assets designated as "non-admitted" assets have
      been charged to unassigned surplus.  The aggregate effect of the foregoing
      differences on the  accompanying  statutory  financial  statements has not
      been determined, but was presumed to be material.

      Management is required to make estimates and  assumptions  that affect the
      reported  amounts in the statutory  financial  statements.  Actual results
      could differ significantly from those estimates.

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

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

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

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

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

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

      Policy  Reserves - Policy reserves  provide amounts  adequate to discharge
      estimated  future  obligations in excess of estimated  future  premiums on
      policies in force.  Reserves for life policies are computed principally by
      using the  Commissioners'  Reserve Valuation Method basis or the net level
      premium  basis with  assumed  interest  rates  (2.5% to 6%) and  mortality
      (American Experience,  1941, 1958, 1960 and 1980 CSO tables) as prescribed
      by   regulatory   authorities.   Reserves   for   annuities   and  deposit
      administration  contracts  are  computed  on the basis of  interest  rates
      ranging from 2.5% to 12.75%. Policy and contract claim liabilities include
      provisions for reported  claims and estimates for claims  incurred but not
      reported.  To the extent the ultimate  liability  differs from the amounts
      recorded,  such  differences  are reflected in operations  when additional
      information becomes known.

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

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

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

      Non-Admitted Assets - Certain assets designated as "non-admitted"  assets,
      principally  receivables and office furniture and equipment,  are excluded
      from  the  statutory  statements  of  admitted  assets,  liabilities,  and
      surplus.  The net change in such assets is charged or credited directly to
      unassigned surplus.

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

            Cash,  Short-Term  Investments  and  Other  Invested  Assets  -  The
            carrying  amounts  reported in the statutory  statements of admitted
            assets, liabilities, and surplus approximate their fair values.

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

            Unaffiliated Common Stocks - The fair values for unaffiliated common
            stocks are based on quoted  market  prices and are  reported  in the
            statutory statements of admitted assets, liabilities, and surplus.

            Mortgage  Loans - The fair values for mortgage  loans are  estimated
            using discounted cash flow analyses,  using interest rates currently
            being  offered for similar  loans to borrowers  with similar  credit
            ratings, credit quality, and maturity of the investments.

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

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

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

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

      Separate  Accounts  - The  assets of the  separate  accounts  shown in the
      statutory  statements  of admitted  assets,  liabilities,  and surplus are
      carried at fair value and consist primarily of common stocks, mutual funds
      and  commercial  paper held by the Company for the benefit of  certificate
      holders under specific  individual and group annuity  contracts.  Benefits
      paid  to  separate  account  certificate  holders  are  reflected  in  the
      statutory  statements  of  income,  but are offset by  transfers  from the
      separate  accounts.  The  payment  of such  benefits  and the  earning  of
      investment  income  constitute  the  only  significant  activities  in the
      separate accounts.

      Reclassifications - Certain  reclassifications have been made to the prior
      years amounts to conform with current year presentation with no changes to
      unassigned surplus or net income.

2.    INVESTMENTS

      The cost or amortized  cost,  gross  unrealized  gains,  gross  unrealized
      losses and  estimated  fair value of the Company's  investment  securities
      were as follows:

<TABLE>
<CAPTION>
                                             Cost or         Gross         Gross        Estimated
                                             Amortized      Unrealized    Unrealized       Fair
                                               Cost           Gains         Losses         Value

At December 31, 1996:
<S>                                           <C>             <C>         <C>          <C>          
  Governments                            $   67,058      $     447   $     1,077  $      66,428
  States, territories and possessions         1,187             47           -            1,234
  Political subdivisions                     20,104            327           232         20,199
  Special revenue                         1,210,844         18,600        13,724      1,215,720
  Public utilities                          416,189         21,892           995        437,086
  Industrial and miscellaneous            4,340,670        122,767        50,250      4,413,187
  Credit-tenant loans                       277,025         10,186         2,557        284,654
                                          ---------       --------      --------      ---------
           Total                         $6,333,077    $   174,266    $   68,835   $  6,438,508
                                          =========       ========      ========    ===========

  Bonds                                  $6,194,033
  Short-term investments                    139,044
                                          ---------
                                         $6,333,077

Preferred stocks                         $    3,365     $   1,899   $        398   $      4,866
                                          =========      =========     =========     ==========
Common stocks:
  Affiliated                             $   66,086     $   7,514   $       -      $     73,600
  Unaffiliated                               61,054        74,540          2,402        133,192
                                          ---------       --------      --------      ---------
                                         $  127,140     $  82,054   $      2,402   $    206,792
                                          =========      =========     =========     ==========
At December 31, 1995:
  Governments                            $   68,814     $   3,600   $         74   $     72,340
  States, territories and
    possessions                               6,354           164             -           6,518
  Political subdivisions                     23,300           703              6         23,997
  Special revenue                         1,243,137        39,397          4,179      1,278,355
  Public utilities                          433,579        36,389            450        469,518
  Industrial and
    miscellaneous                         3,527,698       197,605         21,205      3,704,098
  Credit-tenant loans                       231,739        19,304            540        250,503
                                          ---------       --------      --------      ---------
           Total                          5,534,621       297,162         26,454      5,805,329
                                          =========      =========     =========     ==========

  Bonds                                   5,348,682
  Short-term investments                    185,939
                                          ---------
                                          5,534,621
                                          =========

Preferred stocks                         $    3,365        $1,860    $       398    $     4,827
                                          =========      =========     =========     ==========

Common stocks:
  Affiliated                             $   66,085         3,374            763         68,696
  Unaffiliated                               46,422       101,917          1,421        146,918
                                          -----------   -----------  -------------   -----------
                                            112,507       105,291          2,184        215,614
                                          =========      =========     =========     ==========
</TABLE>

      The amortized cost and estimated fair value of debt securities at December
      31, 1996, by contractual  maturity,  are shown below.  Expected maturities
      will differ from  contractual  maturities  because  borrowers may have the
      right to call or prepay  obligations  with or without  call or  prepayment
      penalties.


                                         Amortized         Estimated
                                           Cost           Fair Value

Due in one year or less                  $     328,043     $     329,148
Due after one year through five years        1,363,244         1,374,351
Due after five years through ten years       1,511,490         1,527,455
Due after ten years                          3,130,300         3,207,554
                                          ------------         ---------

                                          $  6,333,077      $  6,438,508
                                          ============      ============


      The sources of net investment income were as follows:

                            1996            1995            1994

Bonds                       $  439,884      $  388,690      $  320,299
Preferred stocks                   399             399             400
Common stocks (Note 6)           1,789          27,756           3,651
Mortgage loans                  87,035          96,891         109,279
Real estate                     29,860          26,860          27,978
Policy loans                     6,855           6,348           5,914
Short-term investments           7,339           6,665           4,047
Other                           (2,732)         (1,858)            497
                           ---- --------------- ----------------------
                               570,429         551,751         472,065
Investment expense             (28,270)        (29,424)        (31,414)
Amortization of IMR              4,475           3,919           3,509
                           ----- --------------- --------------- -----

                            $  546,634      $  526,246      $  444,160
                            =============   =============   ==========
<PAGE>


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

                                                                     Net
                                       Gross          Gross        Realized
                                       ealized      Realized        Gains
                                       Gains         Losses        (Losses)
Year ended December 31, 1996:
  Bonds                                $    9,290    $    1,489     $    7,801
  Common stocks (Note 6)                   41,198           351         40,847
  Mortgage loans                              660         7,618         (6,958)
  Real estate                               2,690         2,949           (259)
  Other                                     3,830            34          3,796
                                        ------------  ----------      ---------
                                        $  57,668     $  12,441         45,227
                                        ============  ===========
  Less: Capital gains tax (Note 6)                                     (15,798)
           Transfer to IMR                                              (5,968)
                                                                        -------
Net realized capital gains                                           $  23,461
                                                                      =========

Year ended December 31, 1995:
  Bonds                                $    4,830    $      158     $    4,672
  Common stocks (Note 6)                   36,564           663         35,901
  Mortgage loans                              977         8,894         (7,917)
  Real estate                               1,804         8,041         (6,237)
  Other                                     1,479           185          1,294
                                        ------------  ----------      ---------
                                        $  45,654     $  17,941         27,713
                                        ============  ===========
  Less: Capital gains tax (Note 6)                                      (9,665)
           Transfer to IMR                                              (3,572)
                                                                        -------

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

Year ended December 31, 1994:
  Bonds                                $    5,764    $      145     $    5,619
  Common stocks                             6,608         1,478          5,130
  Mortgage loans                            2,270         7,011         (4,741)
  Real estate                               6,540         1,922          4,618
  Other                                     3,985             20         3,965
                                        ------------  ----------      ---------
                                        $  25,167     $  10,576         14,591
                                        ============  ===========
  Less: Capital gains tax                                               (5,075)
           Transfer to IMR                                              (4,690)

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

      The maximum and  minimum  lending  rates for  mortgage  loans  during 1996
      ranged from 6.86% to 7.88%. The maximum  percentage of any one loan to the
      value of  security  at the  time of the  loan,  exclusive  of  insured  or
      guaranteed or purchase money mortgages,  was 75%. The estimated fair value
      of the mortgage loan portfolio was  approximately  $928,621 and $1,072,501
      at December 31, 1996 and 1995, respectively.

      The  Company's   mortgage  loans  finance   various  types  of  commercial
      properties  throughout the United States. The geographic  distributions of
      the mortgage loans were as follows at December 31, 1996 and 1995:


                                1996             1995

   California              $    87,778     $      98,299
   Nebraska                     53,118            59,210
   Missouri                     49,422            61,494
   Indiana                      49,004            47,693
   Washington                   44,615            47,189
   All other states            630,940           725,451
                            ----------           -------

                         $     914,877      $  1,039,336
                            ==========      ============


      The  following  table  summarizes  the   non-performing  and  restructured
mortgage loans at December 31, 1996 and 1995:

                                 1996           1995

   Non-performing           $    8,917     $    2,013
   Restructured                 13,501         24,184
                              --------         ------

                           $    22,418      $  26,197
                             =========      =========

      At December 31, 1996,  securities with an amortized cost of $5,487 were on
      deposit   with   government   agencies  as  required  by  law  in  various
      jurisdictions in which the Company conducts business.

3.    DERIVATIVE FINANCIAL INSTRUMENTS

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

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

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

      The Company uses equity  linked notes to more cost  effectively  diversify
      its exposure to equity markets and as an asset  replication  instrument to
      match  the  liabilities  of  certain  group  annuity  contracts  where the
      customer  seeks  equity  market  participation.  Equity  linked notes help
      reduce the Company's  exposure to  fluctuations  in equity  instruments by
      linking a substantial  portion of their  expected  total return to certain
      market indices while preserving the invested principal.

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

                               Notional     Statement    Fair      Year(s) of
                                Amount        Value      Value     Maturity
At December 31, 1996:
  Interest-rate swaps         $  202,500  $     -      $ (9,259)    1999 - 2003
                              =========== ========== ============

  Interest-rate caps          $  320,000  $    2,739 $    1,883     2000 - 2001
                              =========== ========== ============

  Foreign currency swaps     $    21,503  $ (10,401) $  (10,401)    1997 - 1998
                             ============ ========== ===========

  Equity linked notes         $  109,925  $    5,902 $   41,289     1997 - 2016
                              =========== ========== ============


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

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

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

  Equity linked notes        $    48,925  $     -    $   15,741     1997 - 2015
                             ============ ======================

      The Company has considerable  experience in evaluating and managing credit
      risk. Each issuer or counterparty is extensively  reviewed to evaluate its
      financial stability before entering into each agreement and throughout the
      period that the financial instrument is owned.

      The Company has  commitments  to fund bond  investments  of  approximately
      $42,200 and  mortgage  loans of  approximately  $7,200 as of December  31,
      1996.  These  commitments  are legally  binding and have fixed  expiration
      dates or other termination clauses that may require a payment of a fee. In
      the  event  that  the  financial  condition  of  a  borrower  deteriorates
      materially,   the  commitment  may  be  terminated.   Since  some  of  the
      commitments  may  expire  or  terminate,  the  total  commitments  do  not
      necessarily represent future liquidity requirements.

4.    FEDERAL INCOME TAXES

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

      The  Company's  tax returns  have been  examined by the  Internal  Revenue
      Service  (IRS) through 1992.  The Company is currently  appealing  certain
      adjustments  proposed by the IRS for tax years 1987 through 1992.  The tax
      returns for 1993 through 1995 are currently under examination.  Management
      believes the results of these examinations will have no material impact on
      the Company's statutory financial statements.

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

5.    RETIREMENT BENEFITS

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

      Information  regarding  accrued  benefits  and net  assets  has  not  been
      determined  on  an  individual  company  basis.  The  Company's  employees
      comprised  approximately 28% of the total employee group in 1996, 1995 and
      1994. The Companies expensed  contributions of $12,152,  $9,115 and $8,746
      in 1996, 1995 and 1994,  respectively.  During 1996, the Companies changed
      mortality  tables  from 1971 GAM to the 1983 GAM. As a result of the table
      change,  the actuarial  present value of accrued benefits as of January 1,
      1996, increased by $21,637. The Companies made an additional  contribution
      of $21,637 and recorded it as a direct  charge to surplus,  net of federal
      income taxes of $7,573.  A comparison  of accrued  benefits and net assets
      for the entire plan as of January 1, 1996 and 1995 follows:

                                                   1996            1995
Actuarial present value of accrued benefits:
  Vested                                         $  352,736      $  280,516
  Nonvested                                           4,036           1,263
                                               ------ --------------- -----

                                                 $  356,772      $  281,779
                                                 =============   ==========

Net assets available for benefits                $  324,925      $  301,773
                                                 =============   ==========

Assumptions:
  Annual investment return                       9.00 %          9.16 %
  Mortality table                              1983 GAM        1971 GAM
  Discount rate                                  7.62 %          7.93 %

      The Companies also have the Mutual of Omaha 401(k) Long-Term  Savings Plan
      covering  all  United  States  employees  who have  completed  one year of
      service and have reached their 21st  birthday.  Participants  may elect to
      contribute  1% to 16% of their  salary  annually  subject  to plan and IRS
      limitations.  The  Companies  match  at least  25% of the  first 6% of the
      contributions  made by each  participant.  The  Companies  match  up to an
      additional  75%  of  the  first  6% of  the  contributions  made  by  each
      participant  if  certain   company-wide   performance  measures  are  met.
      Contributions  by the  Companies  were $5,600,  $5,775 and $5,477 in 1996,
      1995 and 1994, respectively.

      The Companies  provide certain  postretirement  medical and life insurance
      benefits.  The Companies subsidize these benefits with certain limitations
      to retirees and eligible employee groups. Associates retiring on or before
      December 31, 1997,  are eligible for the full subsidy if they are at least
      age 55 with at least 10 years of service and  continuously  covered by one
      of  the  Companies'  health  plans  for  10  years  prior  to  retirement.
      Associates  retiring after December 31, 1997, must be at least age 60 with
      at least 15 years of service and continuously  covered for 15 years by one
      of the  Companies'  health plans prior to  retirement to be eligible for a
      subsidy.  Associates  hired on or after January 1, 1995,  are not eligible
      for a  Company  subsidy.  The cost of  these  postretirement  benefits  is
      allocated to the Companies in accordance with an intercompany cost-sharing
      arrangement.  The  Companies  use the  accrual  method of  accounting  for
      postretirement  benefits and elected to amortize  the original  transition
      obligation over 20 years.

      The  following  table sets forth the Plan's  funded status at December 31,
1996 and 1995:

                                                   1996            1995        

Accumulated postretirement benefits obligation:
    Fully eligible actives                        $     8,008     $     9,071   
    Retirees                                           76,136          72,688
                                                       ------          ------
                                                       84,144          81,759
Unrecognized transition obligation                    (64,294)        (69,716)
Unrecognized gain                                       7,928           9,951
                                                       ------          ------

           Total accrued                           $   27,778      $   21,994   
                                                   =============   ===========
Assumptions:
  Discount rate                                      7.50 %          7.25 %    
  Health care cost trend rate:
    First year                                       8.50 %          8.50 %    
    Ultimate                                         5.00 %          5.00 %    
    Grading period                                   8 years       10 years


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

                                          1996          1995           1994

Eligibility costs                        $    1,385    $    1,654     $    1,839
Interest costs                                5,909         5,567          5,761
Net amortization and deferral                     -          (683)             -
Amortization of transition obligation         4,018         4,101          4,101
                                          -----------   -----------    ---------

           Total benefit costs            $  11,312     $  10,639      $  11,701
                                          ============  ============   =========


      The health care cost trend rate assumption has a significant effect on the
      amounts reported.  To illustrate,  increasing the assumed health care cost
      trend  rate by one  percentage  point  in each  year  would  increase  the
      Companies' accumulated  postretirement  benefits obligation as of December
      31, 1996 by  approximately  $6,130 and the estimated  eligibility cost and
      interest cost components of the net periodic  postretirement benefit costs
      for 1996 by approximately $799.

6.    RELATED PARTY TRANSACTIONS

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

      The  Company  received  management  and  administrative  service  fees for
      MOSSCO-NE,  MOSSCO-NY  and  MOSSCO-CT  of $350 and $151 and for the  years
      ended December 31, 1996 and 1995, respectively.

      The Company paid Kirkpatrick,  Pettis,  Smith, Polian, Inc., an affiliate,
      for equity  investment  management  services of $444, $543 and $431 during
      1996, 1995 and 1994, respectively,  and MOSSCO-NE, MOSSCO-NY and MOSSCO-CT
      for assignment fees of $440 and $361 during 1996 and 1995, respectively.

      On January 2, 1996,  the Company  sold 7,580  shares of First  National of
      Nebraska,  Inc.  common  stock for $27,667 to Mutual.  The share price was
      determined by the stock's  publicly traded market value at the date of the
      transaction. The Company recognized a realized gain of $27,632 and related
      federal income taxes were $9,671.

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

      On August 31, 1995,  the Company  received  $23,250 in cash from Mutual of
      Omaha,  for 600,000  shares of  FirsTier,  Inc.  common  stock.  The gross
      realized  capital gain on the common stock  transferred  was $22,852,  and
      related federal income taxes were $7,998.

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

      Under the terms of a reinsurance  treaty effected June 1, 1955, all health
      and accident insurance written by the Company is ceded to Mutual of Omaha.
      The  operating  results of certain  lines of group health and accident and
      life insurance are shared equally by the Company and Mutual of Omaha.  The
      amounts ceded by the Company and included in the  statutory  statements of
      admitted assets, liabilities and surplus were as follows:

                                                   1996            1995

Aggregate reserve for policies and contracts    $    88,332     $    89,012
                                                ==============  ===========

Policy and contract claims                       $  104,874      $  127,625
                                                 =============   ==========


      The amounts ceded by the Company and included in the statutory  statements
of income were as follows:
                                                1996           1995      1994
 
    
Premium considerations                        $368,126   $  395,014   $  439,361
                                              =========  ==========   ==========
                                                                               
Policyholder and beneficiary benefits         $273,576   $  309,876   $  324,846
                                              =========  ==========   ==========
                                                                               
Group reinsurance settlement income (expense)$  (2,818)  $    5,354       11,324
                                             ========== ============  ==========
                                                                        
      The  Company  also  assumes  group  and  individual  life  insurance  from
      Companion.  The  amounts  assumed  by  the  Company  and  included  in the
      statutory  statements of admitted assets,  liabilities and surplus were as
      follows:

                                              1996         1995        

Aggregate reserve for policies and contracts  $  3,749     $  3,736   
                                              ===========  ===========  

Policy and contract claims                    $  2,125     $  2,430    
                                              ===========  ===========  

      The  amounts  assumed  by  the  Company  and  included  in  the  statutory
statements of income were as follows:

                                            1996          1995         1994

Premium considerations                      $  2,668      $  4,268     $  5,018
                                            ===========   ===========  ========

Policyholder and beneficiary benefits       $  2,390      $  3,061     $  4,413
                                            ===========   ===========  ========


7.    REINSURANCE

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

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

                                  1996              1995              1994

     Direct                  $  1,641,295      $  1,658,506      $  1,622,903
     Assumed                       26,581            27,496            25,317
     Ceded                       (382,369)         (407,613)         (449,231)
                              --------------    --------------    -----------

           Net               $  1,285,507      $  1,278,389      $  1,198,989
                             ===============   ===============   ============

8.    CREDIT ARRANGEMENTS

      The  Company  and  Mutual  of Omaha  are  authorized  by their  Boards  of
      Directors  to borrow a maximum of $50,000 on a joint  basis under lines of
      credit.  At December 31, 1996, the Company had no  outstanding  borrowings
      against  its  uncommitted,  uncollateralized  revolving  lines of  credit.
      Interest  rates  applicable to borrowings  under the  Companies'  lines of
      credit  arrangements  are  negotiated  with  the  lender  at the  time  of
      borrowing.

9.    CONTINGENT LIABILITIES

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

10.   DEPOSIT FUNDS

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

                                   1996              1995

     Estimated fair value         $  1,200,031    $  1,355,355
                                   ============   ============

     Statement value              $  1,247,546    $  1,315,730
                                  =============   ============

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

      At December  31, 1996 and 1995,  the Company  held  annuity  reserves  and
      deposit fund  liabilities of $1,092,555 and $954,862,  respectively,  that
      were subject to  discretionary  withdrawal  at book value with a surrender
      charge of less than 5%.

11.   STOCKHOLDER DIVIDENDS

      Regulatory  restrictions  limit the  amount  of  dividends  available  for
      distribution without prior approval of regulatory authorities. The maximum
      amount of dividends  which can be paid to the  stockholder  without  prior
      approval  of the  Director  of  Insurance  of the State of Nebraska is the
      greater of 10% of the insurer's  surplus as of the previous December 31 or
      net gain from  operations  for the previous  twelve  month  period  ending
      December  31.  Based upon these  restrictions,  the Company is permitted a
      maximum dividend distribution of $52,582 in 1997.

12.   BUSINESS RISKS

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

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

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

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

13.   EXPENSE REALIGNMENT COSTS

      In March 1996, the Company and its affiliates  (the  Companies)  announced
      the  elimination  of  approximately  1,000  positions  as a  part  of  the
      initiative to reduce operating costs 15% by the end of 1997. The Companies
      incurred approximately $27,300 of severance and related costs,  consulting
      fees  and  other  one-time  costs  associated  with  expense   realignment
      activities during 1996.



<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) (to be filed by 
        amendment)
        Robert E. Hupf, F.S.A., M.A.A.A. (included in Exhibit 6) (to be filed by
        amendment)


    The following exhibits:

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  modified  single  premium
                variable life insurance policy.

          (b)   Form 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   Modified    Single  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).


<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 June 20, 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               June 20, 1997
     -
Thomas J. Skutt
_____*____________________   Vice-Chairman of the Board,         June 20, 1997
     -
John W. Weekly               Chief Executive Officer

_____*____________________   Director, President,                June 20, 1997
     -                       
John A. Sturgeon            
                             

_____*____________________   General Comptroller                 June 20, 1997
     -                       (Principal Financial
Tommie Thompson              Officer, and  Principal
                             Accounting Officer)



_____*____________________   Director                            June 20, 1997
     -
Samuel L. Foggie             
_____*___________________    Director                            June 20, 1997
     -
John D. Minton               
_____*__________________     Director                            June 20, 1997
     -
Hugh V. Plunkett, III        
_____*___________________    Director                            June 20, 1997
     -
Richard J. Sampson           
_____*___________________    Director                            June 20, 1997
     -
Oscar S. Straus              
- ------------------------     Director
Michael A. Wayne             



By:  /s/   Kenneth W. Reitz         Date:  June 20, 1997
     ----------------------                --------------
    Kenneth W. Reitz

* Signed by Kenneth W. Reitz under Powers of Attorney  executed on May 22 and 23
and  June  1,  1995, and   June 20, 1997,  filed  as  exhibits  incorporated  by
reference  in  this registration statement.




<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                       UNITED OF OMAHA SEPARATE ACCOUNT B

                                       OF

                     UNITED OF OMAHA LIFE INSURANCE COMPANY

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




                                       TO

                        PRE-EFFECTIVE AMENDMENT NO. 1 TO
                     THE REGISTRATION STATEMENT ON FORM S-6

                                      UNDER

                           THE SECURITIES ACT OF 1933






                                  June 20, 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  modified  single  premium
                variable life insurance policy.

          (b)   Form 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   Modified    Single  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).

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


SPVAL COMPENSATION            UNITED OF OMAHA

BROKER DEALER DISTRIBUTION

- --------------------------------------------------------------------------------
                               Maximum Commissions      Renewal Commission on
                 Issue Age   For Years 1&2 Premiums  Premiums Policys Years 3-10
                 ---------------------------------------------------------------
                   0-75*              8.00%                     0.50%
Total Commissions  76-80              6.00%                     0.50%
                   81-90              3.00%                     0.50%
- --------------------------------------------------------------------------------

A trailer  compensation  option is available to  Broker-Dealers,  the percent of
premium  commissions  are lowered .25% for each trailer  compensation of .05% of
account value.

*  Special bonuses may be available for this issue age (max of .25% additional)


CAPTIVE AGENT DISTRIBUTION

AGENTS
- --------------------------------------------------------------------------------
                               Maximum Commissions      Renewal Commission on
                  Issue Age  For Years 1&2 Premiums  Premiums Policys Years 3-10
                  --------------------------------------------------------------
Total Commissions   0-80              3.00%                     0.50%
                    81-90             1.50%                     0.50%
- --------------------------------------------------------------------------------

MANAGERS (GMS AND DSMS)
- --------------------------------------------------------------------------------
                               Maximum Commissions      Renewal Commission on
                  Issue Age  For Years 1&2 Premiums  Premiums Policys Years 3-10
                  --------------------------------------------------------------
Total Commissions   0-80              0.18%                     0.18%
                    81-90             0.09%                     0.09%
- --------------------------------------------------------------------------------






 
                                        Exhibit 1.A.  (5)(a): Form of Policy.


UNITED OF OMAHA
LIFE INSURANCE
COMPANY
A STOCK COMPANY


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

       Policy Number   1234567         Initial Specified Amount    $107,776


                             LIFE INSURANCE POLICY
- ---------------------------------------------------------------------------

THIS IS A MODIFIED SINGLE 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. IF NO
POLICY LOANS ARE TAKEN, WE GUARANTEE  COVERAGE TO THE EARLIER OF THE 15TH POLICY
ANNIVERSARY  OR  THE  POLICY  ANNIVERSARY  NEXT  FOLLOWING  THE  INSURED'S  75TH
BIRTHDAY. 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 W. Weekly
                                     President and Chief Executive Officer

                                      /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

               Modified Single Premium Variable Universal Life Insurance
================================================================================

                                      POLICY DATA

Insured                    JOHN J. DOE
Policy Number              1234567             Initial Specified Amount $107,776
Age at Issue               35                  Sex                      MALE
Rate Class                 PREFERRED
Date of Issue              JUNE 1, 1997
Maturity Date*             JUNE 1, 2062

Initial  Premium           $20,000.00

Policyowner                See Application or Endorsement
Beneficiary                See Application or Endorsement
- --------------------------------------------------------------------------------

                                 SCHEDULE OF BENEFITS

                                               
                                             MONTHLY COST
                                             OF INSURANCE           BENEFIT
FORM              BENEFIT                    AND RIDERS              YEARS

6347L-0697        Life Insurance             See Data Pages             65

     * The maturity date is the policy  anniversary next following the Insured's
     100th birthday. If no policy loans are taken, coverage is guaranteed to the
     earlier  of the 15th  policy  anniversary  or the policy  anniversary  next
     following the Insured's  75th birthday.  The policy may terminate  prior to
     the maturity  date if the premiums paid are  insufficient  to continue this
     policy in force. 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  cost of  insurance  charges  are more
     favorable than guaranteed charges.




<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 IIContrafund Portfolio]                                       30
[Fidelity Index 500 Portfolio]                                               0
[MFS Emerging Growth Portfolio]                                              0
[MFS High Income Fund Portfolio]                                             0
[MFS Research 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>


                          POLICY CHARGES


EXPENSE CHARGE:        0.1275% of the Accumulation Value, deducted on each
                       Monthly Deduction Date during policy years 1 through
                       10.  0.0950% of the Accumulation Value, deducted on
                       each Monthly Deduction Date during policy years 11
                       and later.


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



                                SURRENDER CHARGE

The surrender charge equals a percentage of premiums  withdrawn.  The percentage
varies  according  to the  length  of time  since  the  premium  was  paid.  Any
applicable  surrender  charge will be deducted on a full  surrender or a partial
withdrawal.

                 YEARS SINCE
               PREMIUM PAYMENT                           SURRENDER CHARGE

                      1                                        9.50%
                      2                                        9.50%
                      3                                        9.50%
                      4                                        9.00%
                      5                                        7.50%
                      6                                        6.00%
                      7                                        4.50%
                      8                                        3.00%
                      9                                        1.50%
                10 and later                                    0%




<PAGE>

<TABLE>
<CAPTION>

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

  The Guaranteed Monthly Cost of Insurance Charges Reflect the Insured's Age and Sex

<S>            <C>             <C>       <C>           <C>         <C>            <C>       <C>
    Age       Charge           Age      Charge           Age      Charge          Age      Charge
     35       0.1808           51       0.6358           67         2.6492         83      11.1533
     36       0.1933           52       0.6942           68         2.8875         84      12.1767
     37       0.2075           53       0.7608           69         3.1508         85      13.2483
     38       0.2233           54       0.8342           70         3.4475         86      14.3508
     39       0.2417           55       0.9133           71         3.7858         87      15.4775
     40       0.2625           56       0.9975           72         4.1733         88      16.6275
     41       0.2850           57       1.0867           73         4.6117         89      17.8075
     42       0.3092           58       1.1817           74         5.0917         90      19.0358
     43       0.3358           59       1.2850           75         5.6042         91      20.3425
     44       0.3642           60       1.4000           76         6.1417         92      21.7858
     45       0.3942           61       1.5300           77         6.6975         93      23.5108
     46       0.4267           62       1.6767           78         7.2767         94      25.8308
     47       0.4608           63       1.8408           79         7.8967         95      29.3217
     48       0.4975           64       2.0225           80         8.5783         96      35.0825
     49       0.5383           65       2.2183           81         9.3408         97      45.0833
     50       0.5833           66       2.4275           82       10.2008          98      62.0958
                                                                                   99      83.3333


</TABLE>


<PAGE>


================================================================================
                                TABLE OF CONTENTS
================================================================================


DEFINITIONS...................................................................1
GENERAL PROVISIONS............................................................2
  The Contract................................................................2
  Delay of Payments...........................................................2
  Incontestability............................................................2
  Misstatement of Age or Sex..................................................2
  Nonparticipating............................................................2
  Periodic Reports............................................................3
  Policy Dates................................................................3
EXCLUSION.....................................................................3
  Suicide.....................................................................3
POLICYOWNER AND BENEFICIARY...................................................3
  Ownership...................................................................3
  Change of Ownership and Assignment..........................................3
  Beneficiary.................................................................4
  Beneficiary Change..........................................................4
PREMIUMS AND REINSTATEMENT....................................................4
  Consideration...............................................................4
  Premium Payments After the Initial Premium..................................4
  Allocation of  Premiums.....................................................4
  Grace Period................................................................4
  Reinstatement...............................................................5
DEATH BENEFIT.................................................................5
  Death Benefit...............................................................5
  Death Benefit Guarantee.....................................................6
THE VARIABLE ACCOUNT..........................................................6
  General Description.........................................................6
  Investment Allocations to the Variable Account..............................6
  Valuation of Assets.........................................................6
  Transfers Between Subaccounts...............................................6
  Dollar Cost Averaging.......................................................6
  Asset Allocation Program....................................................7
THE FIXED ACCOUNT.............................................................7
  General Description.........................................................7
  Transfers from the Fixed Account............................................7
POLICY VALUES.................................................................8
  Accumulation Value..........................................................8
  Accumulation Unit...........................................................8
  The Fixed Account...........................................................8
  Partial Withdrawals.........................................................9
POLICY CHARGES................................................................9
  Monthly Deduction...........................................................9
  Cost of Insurance...........................................................9
POLICY LOANS AND REPAYMENTS..................................................10
  Policy Loans...............................................................10
  Preferred Loan.............................................................10
  Loan Repayments............................................................10
COVERAGE BEYOND MATURITY.....................................................11
  Coverage Beyond Maturity...................................................11
INSURANCE AND NONFORFEITURE OPTIONS..........................................11
  Surrender for Cash.........................................................11
  Continuation of Insurance..................................................11
PAYOUT OPTIONS FOR PAYMENT OF POLICY PROCEEDS................................12
  General Conditions.........................................................12
  Payout Options.............................................................12
  Variable Payout Options....................................................15
  First Variable Payment.....................................................15
  Second and Later Variable Payments.........................................15
  Variable Payment Unit Value................................................15
  Number of Variable Payment Units...........................................15
  Exchange of Variable Payment Units.........................................16



<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 or our approval of an  additional  premium
payment.

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 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,  Mutual of Omaha
Plaza, Omaha, Nebraska 68175.

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.

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.

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.

YOU and YOUR refer to the owner of this policy.


                               GENERAL PROVISIONS

The 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  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 the application for that increase.


Misstatement of Age or Sex

If the age or sex of the Insured has been  misstated,  all payments and benefits
under the policy will be those which the premiums  paid would have  purchased 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  calendar  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) the maturity date; and
    (f) 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 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 from the effective  date of the  increase.  Instead we
will pay the sum of the premiums paid for the increase.


                           POLICYOWNER AND BENEFICIARY

Ownership

The owner is:

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


Change of Ownership and Assignment

You may name a new owner of this policy 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.


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.


Premium Payments After the Initial Premium

After the  initial  premium  payment  you may make no more  than one  additional
premium  payment each policy year to our Home Office or to an authorized  agent.
Any additional  premium payment must be at least $5,000.  No additional  premium
payments  may be made  after  the  Insured's  90th  birthday,  except  as may be
required in the grace period.

Since any  additional  premium  payment  will result in an increase in Specified
Amount,  we will  accept  additional  premiums  only if you submit  satisfactory
evidence of insurability.

If there is a policy loan outstanding at the time a payment is received,  and in
the absence of other  instructions  from you, we will treat the payment first as
payment of loan interest,  then as repayment of the loan,  then as an additional
premium payment subject to evidence of insurability.

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

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.


Allocation of  Premiums

We will allocate premiums to the Money Market Fund until the Allocation Date. On
the  Allocation  Date the 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.


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,  unless the death benefit guarantee is in effect as described
in the DEATH BENEFIT  GUARANTEE  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.

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 figuring the death benefit.


Reinstatement

If this policy  lapses,  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;
    (d)re-establishment   of  surrender  charges,  if  any,  measured  from  the
       original date of issue; and
    (e)repayment  or  reinstatement  of any  outstanding  policy loan along with
       unpaid loan interest from the date of lapse.

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 reflect:

    (a) the Accumulation  Value at the time of lapse,  except  that the value in
        the Loan Account may be repaid prior to reinstatement; less
    (b) the Monthly Deduction for the current month.


                                  DEATH BENEFIT

Death Benefit

The death benefit equals the greater of:

    (a)the initial  Specified  Amount plus any later increase and less any later
       decrease; or
    (b)the policy's  Accumulation  Value on the date of death  multiplied by the
       corridor percentage from the table shown below for the Insured's attained
       age;

less any outstanding loans and unpaid loan interest.


- ---------------------------------------------------------
Attained  Corridor  AttainedCorridor  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%
- ---------------------------------------------------------

DEATH BENEFIT GUARANTEE

If no policy loans are taken,  we guarantee  that  coverage will remain in force
until the earlier of the 15th policy  anniversary or the policy anniversary next
following the Insured's 75th birthday.


                             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.


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 policy year without charge.  We reserve
the right to charge a $10 fee for additional transfers,  to be deducted from the
amount transferred.

The minimum transfer amount is $500 or the entire amount in the Subaccount if it
is less than $1,000.  The minimum amount that can remain in a Subaccount after a
transfer is $500.

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  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  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 $20,000 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 policy year.

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 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 policy 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 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 premium is converted into Accumulation  Units. This is done by dividing the
premium by the Accumulation Unit value for the Valuation Period during which the
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
    (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
equals:

    (a) the value as of the last Monthly Deduction Date; plus
    (b) any 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) that part of the Monthly Deduction taken from the Fixed Account; plus
    (i) 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 4.5%.


Partial Withdrawals

After the first policy year you may  withdraw  part of the  Accumulation  Value.
Withdrawals are made first from earnings and then from premiums paid,  beginning
with the earliest  premium  payment.  The minimum partial  withdrawal  amount is
$500. The maximum partial withdrawal amount is an amount such that the remaining
Accumulation Value is not less than $20,000.

Each policy year you may withdraw, without a surrender charge, the greater of:

    (a)15% of the  Accumulation  Value as of the first  withdrawal  that  policy
       year; or
    (b)that part of the Accumulation  Value which is in excess of total premiums
       paid.

Partial  withdrawals  in excess of this  amount may be  subject  to a  surrender
charge.  The  surrender  charge is a percentage of the premiums  withdrawn.  The
applicable  percentage  varies according to the length of time since the premium
was paid. The percentages are shown on the data pages.

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.

The Specified  Amount will be reduced in the same proportion as the Accumulation
Value is reduced as a result of any partial withdrawal.


                                 POLICY CHARGES

Monthly Deduction

The Monthly Deduction equals:

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

The Monthly  Deduction will be deducted from the Subaccounts,  the Fixed Account
and the Loan 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 and sex.

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, and the expense charge for the current month.

We may use current cost of insurance charges less than those shown. Current cost
of insurance charges are based on the Insured's rate class. 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;
    (d) expenses; and
    (e) taxes.


                           POLICY LOANS AND REPAYMENTS

Policy Loans

After the first  policy year  you  may  obtain  a loan for up to 90% of the cash
surrender  value less:

    (a) the loan interest to the end of the policy year; and
    (b) the Monthly Deduction large enough to continue this  policy in force 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 4.5% 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 Loan

A  Preferred  Loan  will be  available  on any  date  when  the sum of the  cash
surrender  value plus any  outstanding  non-preferred  loans  exceeds the sum of
premiums paid since the date of issue. The amount available for a Preferred Loan
is the  amount  of such  excess.  A  Preferred  Loan  will be  credited  with 6%
interest.


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 allocated among the Fixed Account and the Subaccounts in the same percentages
as premiums are allocated.


                            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 expense charge will be zero;
    (d) The corridor percentage will be fixed at 1% ;
    (e) Any riders attached to the policy that are then in force will end;
    (f) 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.


                             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.  The  value is based on the
Commissioners 1980 Standard Mortality Table, age last birthday, with interest at
4.5%.

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 DEATH BENEFIT
        GUARANTEE provision 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 loan interest
        due, subject to 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.


<PAGE>


                        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.

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.

    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.



<PAGE>

<TABLE>
<CAPTION>


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


- --------------------===========--------------------===========--------------------------------
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 Femalof Payee Male Female Male Femalof Payee Male Female Male Female
- --------------------------=====--------------------------=====--------------------------------
<S>       <C>   <C>   <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>


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 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 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
    (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 policy 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 Year   Life Only  Installmen20 Year   10 Year   Life Only  Installment Age
            Certain   Certain               Refund   Certain   Certain               Refund
             & Life    & 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>

<PAGE>



THIS IS A MODIFIED SINGLE 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. IF NO
POLICY LOANS ARE TAKEN, WE GUARANTEE  COVERAGE TO THE EARLIER OF THE 15TH POLICY
ANNIVERSARY  OR  THE  POLICY  ANNIVERSARY  NEXT  FOLLOWING  THE  INSURED'S  75TH
BIRTHDAY. NO DIVIDENDS ARE PAYABLE.





                                                                     June 1997


                            DESCRIPTION OF ISSUANCE,
                      TRANSFER, AND REDEMPTION PROCEDURES FOR CONTRACTS
                      PURSUANT TO RULE 6E-3(T)(B)(12)(III)
                           FOR MODIFIED SINGLE PREMIUM
                        VARIABLE LIFE INSURANCE POLICIES
                                    ISSUED BY
                     UNITED OF OMAHA LIFE INSURANCE COMPANY


This  document  sets forth the current  administrative  procedures  that will be
followed by United of Omaha Life Insurance  Company (the "Company",  "we", "us",
"our") in connection  with its issuance of individual  modified  single  premium
variable life insurance  policies (the "Policies"),  the transfer of assets held
thereunder,  and the redemption by Policyowners ("Owners") of their interests in
those  Policies.  Capitalized  terms used herein have the same meaning as in the
prospectus for the Policy that is included in the current registration statement
on Form S-6 for the Policy as filed with the Securities and Exchange  Commission
("Commission").

I.      PROCEDURES  RELATING  TO  PURCHASE  AND  ISSUANCE  OF THE  POLICIES  AND
        ACCEPTANCE OF PREMIUMS

        A.   OFFER OF THE POLICIES, APPLICATIONS, INITIAL PREMIUMS, UNDERWRITING
             REQUIREMENTS, AND ISSUANCE OF THE POLICIES

               1. OFFER OF THE  POLICIES.  The Policies will be offered and sold
               for  premiums  pursuant  to  established  premium  schedules  and
               underwriting  standards in accordance  with state insurance laws.
               Initial premium  payments for the Policies and related  insurance
               charges will not be the same for all Owners whose  Policies  have
               the same Specified Amount. Insurance is based on the principle of
               pooling and distribution of mortality  risks,  which assumes that
               each  Owner  pays  a  premium  and  related   insurance   charges
               commensurate  with the Insured's  mortality  risk as  actuarially
               determined  utilizing  factors  such  as  age,  sex,  health  and
               occupation.  A  uniform  premium  and  insurance  charge  for all
               Insureds would  discriminate  unfairly in favor of those Insureds
               representing  greater  risk.  Although  there  will be no uniform
               insurance  charges  for all  Insureds,  there  will be a  uniform
               insurance  rate  for all  Insureds  of the  same  risk  class.  A
               description  of the  Expense  Charges  under  the  Policy,  which
               includes a cost of  insurance  charge  and  Expense  Charges.  2.
               APPLICATION.  To purchase a Policy,  an individual must submit an
               application and provide  evidence of insurability of the Company.
               The initial  premium  also must be paid  before the Company  will
               issue  the  Policy.  The  Company  will not issue a Policy if the
               Insured is older than age 90.  Before  accepting an  application,
               the Company conducts underwriting to determine insurability.  The
               Company  reserves the right to reject an  application  or premium
               for any  reason.  If a Policy is not  issued,  the  Company  will
               return any premium  payment the Owner  submitted.  If a Policy is
               issued, it will be effective on the date of issue.

               3. PAYMENT OF INITIAL PREMIUM.  The minimum initial premium for a
               Policy is $20,000.  The 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  Allocation
               Date. The Policy Owner may purchase a Policy with the proceeds of
               another life  insurance  policy,  provided a new  application  is
               completed.  It  may  not  be  advantageous  to  replace  existing
               insurance with a Policy.

               4. UNDERWRITING  REQUIREMENTS.  Under current underwriting rules,
               which are subject to change,  proposed  insureds between the ages
               of 45 - 80,  with  initial  premiums  of  $100,000  or less,  are
               eligible   for   simplified   underwriting   without   a  medical
               examination  if  their  application   responses  meet  simplified
               underwriting standards. Full underwriting standards will apply to
               all other proposed Insureds.

               5. ISSUANCE OF THE POLICY AND  DETERMINATION OF POLICY DATE. Once
               the Company has received the initial premium and underwriting has
               been approved,  the Policy will be issued on the date the Company
               has  received  the final  requirement  for issue.  In the case of
               simplified  underwriting,  the Policy  will be issued or coverage
               denied  within 3 business  days of receipt of premium.  Since the
               Policy Date will  generally be the date the Company  receives the
               initial  premium,  coverage under a Policy may begin before it is
               actually issued. In addition to determining when coverage begins,
               the  Policy  Date  determines  Monthly  Deduction  Dates,  Policy
               years/months/anniversaries.

         B.    DETERMINATION OF OWNER OF THE POLICY. The Policy Owner  possesses
         the rights  to  benefits  under  the  Policy during the lifetime of the
         Insured; the Policy Owner may or may not be the Insured.

         C.    PAYMENT AND ACCEPTANCE OF ADDITIONAL PREMIUMS.


                1.  PROCEDURES  FOR  ACCEPTING   ADDITIONAL   PREMIUM  PAYMENTS.
                Additional  payments  may be made until the Insured  attains age
                90, subject to our  underwriting  requirements and the following
                rules.  Except with respect to additional payments required in a
                grace period, an additional payment must be at least $5,000, and
                only one  additional  payment  may be made each Policy  Year.  A
                payment  received  after  issuance of the Policy while a loan is
                outstanding  generally  is treated  first as repayment of Policy
                loan interest, second as repayment of a Policy loan, and last as
                additional Premium,  unless the Policy Owner designate otherwise
                in writing when submitting the payment to us.

               No additional  Premium payments may be made on or after age 90 of
               the Insured, except as may be required in a grace period. The tax
               consequences associated with continuing a Policy beyond age 90 of
               the Insured are  unclear.  A tax advisor  should be  consulted on
               this issue.

               Because any additional premium payment will result in an increase
               in the Policy's  Specified Amount,  we will require  satisfactory
               evidence of insurability  before  accepting  additional  premiums
               after the date of issue.  However, we reserve the right to reject
               an additional  payment for any reason.  If additional  Premium is
               accepted,  we will credit it to the Policy's  Accumulation  Value
               pursuant to the  current  accumulation  instructions,  unless the
               Policy  Owner  provides  other   instructions   as  of  the  date
               underwriting was completed.

               2.  GRACE  PERIOD.  LAPSE.  AND  REINSTATEMENT.  If  there  is no
               outstanding  Policy loan,  the Policy will lapse if, on a Monthly
               Deduction Date, the  Accumulation  Value is insufficient to cover
               the Monthly Deduction due on that date (subject to the Guaranteed
               Death Benefit  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, subject to the Grace Period provision.
               The  Company  allows  a 61 day  grace  period  to make a  premium
               payment  sufficient  to cover the Monthly  Deduction and any loan
               interest  due. The grace period  begins the day the Company mails
               notice to the Policy Owner of the insufficiency.  The Policy will
               terminate  as of the first day of the grace  period if  necessary
               additional premium is not paid. Payment received during the grace
               period is first applied to repay Policy debt before the remaining
               amount of the  payment is applied as  additional  Premium to keep
               the Policy in force.

               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.  If the Insured dies
               during  the grace  period,  the Death  Benefit  proceeds  payable
               during  the  grace  period  will  equal  the  amount of the Death
               Benefit in effect  immediately  prior to the  commencement of the
               grace period less any due and unpaid Monthly  Deduction.  A lapse
               of the Policy may result in adverse tax consequences.

        D.     ALLOCATION AND CREDITING OF INITIAL AND ADDITIONAL PREMIUMS

               1. THE VARIABLE ACCOUNT. The variable benefits under the Policies
               are  supported  by the United of Omaha Life  Insurance  Company's
               Separate Account B (the "Variable Account"). The Variable Account
               will invest in shares of one or more managed investment companies
               ("Funds"),   each  of  which   will  have   multiple   investment
               portfolios.

                2.  ALLOCATIONS  AMONG THE  SUB-ACCOUNTS.  The Variable  Account
                consists of  sub-accounts  (the  "Sub-Accounts"),  each of which
                invests in a portfolio of a Fund.  Premiums and Policy Value are
                allocated to the  Sub-Accounts  in accordance with the following
                procedures.

                      A.  ALLOCATION  OF INITIAL  PREMIUM.  Upon  completion  of
                      underwriting,  the Company will either issue a Policy,  or
                      deny  coverage  and  return all  premiums.  If a Policy is
                      issued, the initial premium payment,  plus an amount equal
                      to the  interest  that would have been  earned  during the
                      freelook  period had the initial  premium been invested in
                      the Money Market  Sub-Account since the date of receipt of
                      the  premium,  will be allocated on the date the Policy is
                      issued   according  to  the  initial  premium   allocation
                      instructions specified on the application.

                      B.  ALLOCATION  OF  ADDITIONAL  PREMIUMS.  The  number  of
                      Accumulation  Units to be  credited  to a Policy with each
                      premium,  other than the initial  premium  and  additional
                      premiums requiring underwriting, will be determined on the
                      date the  request or payment is  received in good order by
                      the  Company if such date is a  Valuation  Day;  otherwise
                      such  determination  will be made on the  next  succeeding
                      date which is a Valuation Day.

                      C. CALCULATION OF ACCUMULATION UNIT VALUE. After the first
                      Policy year (Date of Issue in Indiana), loans may be taken
                      for  amounts up to 90% of Cash  Surrender  Value  (100% in
                      Florida) at a net interest rate charge of 1.5%.  Preferred
                      loans are  currently  available  (with a net interest rate
                      charge of 0%).  The Policy may be  surrendered  in full at
                      any  time  for its Cash  Surrender  Value,  or part of the
                      Accumulation  Value  may be  withdrawn.  After  the  first
                      Policy year, up to 15% of the Accumulation Value as of the
                      first  withdrawal  that Policy Year may be withdrawn  each
                      Policy  year  without   charge.   A  nine  year  declining
                      surrender  charge of up to 9.5% of each  premium paid will
                      apply  to  a  full   surrender   and  all  other   partial
                      withdrawals.  Federal  taxes  and tax  penalties  may also
                      apply. Fixed and variable payment options are available.

II.     TRANSFERS AMONG ACCOUNTS

        A.     TRANSFER PRIVILEGE
        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 the Policy  Owner,  to the
        Company.  The  Policy  Owner may make  transfers,  partial  withdrawals,
        and/or  change  the  allocation  of  subsequent  Premium  payments,   by
        telephone  if  the  Policy   Owner   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 the Policy  Owner's  protection.  When  making  telephone
        requests,  the Policy Owner will be required to provide  his/her  social
        security number and/or other  information for  identification  purposes.
        The Company  reserves 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 the Policy Owner's request.

        After  the Right to  Examine  period,  the  Policy  Owner  can  transfer
        Accumulation  Value  from one  Subaccount  of the  Variable  Account  to
        another,  or from the Variable  Account to the Fixed Account or from the
        Fixed Account to any  Subaccount of the Variable  Account within certain
        limits.  The minimum  amount which may be  transferred  is the lesser of
        $500 or the entire  Subaccount  Value. If the Subaccount Value remaining
        after a transfer is less than $500, the Company will include that amount
        as part of the transfer.  Transfers out of a Subaccount currently may be
        made as often as the Policy Owner wishes,  subject to the minimum amount
        specified  above (the Company  reserves the right to otherwise  limit or
        restrict   transfers  in  the  future  or  to  eliminate   the  transfer
        privilege).  The Company  reserves 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 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 Account Value on the date of the transfer.

        The Policy is  designed  as a  long-term  investment  to  provide  death
        benefit protection, and may also be used as a part of the Policy Owner's
        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, the
        Company  reserves  the right to limit the number of  transfers  from the
        Subaccounts  of the Variable  Account and the Fixed  Account if: (a) the
        Company  believes  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) the
        Company is informed by one or more of the Series Funds 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,  the  Company  may accept  the Policy  Owners'
        authorization of third party  reallocation on the Policy Owner's behalf,
        subject to the Company's  rules.  The Company may suspend or cancel such
        acceptance at any time. For example, third party reallocation by "market
        timers"  could be suspended  if they cause harm to other Policy  Owners.
        The  Company  will  notify the Policy  Owner of any such  suspension  or
        cancellation.  The Company may restrict the  availability of Subaccounts
        and the Fixed  Account  for  Transfers  during  any  period in which the
        Policy  Owner  authorize  such third party to act on the Policy  Owner's
        behalf. The Company will give the Policy Owner prior notification of any
        such   restrictions.   However,   the  Company  will  not  enforce  such
        restrictions if the Company is provided with satisfactory evidence that:
        (a)  such  third  party  has  been  appointed  by a court  of  competent
        jurisdiction  to act on the  Policy  Owner's  behalf;  or (b) such third
        party has been appointed by the third-party to act on the  third-party's
        behalf for all the Policy Owner's financial affairs.

        B.     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.

        C.     DOLLAR COST AVERAGING PLAN

        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 the Policy Owner to take  advantage of
        investment  price  fluctuations,  it does not assure a profit or protect
        against a loss in declining markets.

        The Company's  dollar cost averaging  program allows the Policy Owner to
        automatically  transfer,  on a periodic basis, a predetermined amount or
        percentage  specified by the Policy Owner from any one Subaccount or the
        Fixed  Account  to  any  Subaccount(s)  of  the  Variable  Account.  The
        automatic  transfers can occur  monthly,  quarterly,  semi-annually,  or
        annually, and the amount transferred each time must be at least $100 and
        must be $50 per Subaccount.  At the time the program begins,  there must
        be at least $5,000 of Accumulation Value in the applicable Subaccount or
        the Fixed Account 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.

        The Policy Owner can request  participation in the Dollar Cost Averaging
        program when  purchasing  the Policy or at a later date.  Transfers will
        begin on the first or 15th day (or,  if not a Valuation  Date,  the next
        following  Valuation  Date) of the  month,  as  specified  by the Policy
        Owner,  during  which the  request is  processed.  The Policy  Owner can
        specify that only a certain  number of transfers  will be made, in which
        case the program will  terminate  when that number of transfers has been
        made. Otherwise, the program will terminate when the amount remaining in
        the applicable Subaccount or, if applicable,  the Fixed Account, is less
        than $500.

        The Policy Owner can increase or decrease  the amount or  percentage  of
        the transfers or discontinue the program by notifying the Company of the
        change. There is no charge for participation in this program.

        D.     ASSET ALLOCATION PROGRAM

        Under the Asset Allocation Program,  the Policy Owner 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 the Policy
        Owner.  We will  rebalance  the  Policy  Owner's  Policy's  assets  on a
        quarterly,  semi-annual  or annual  basis,  as  specified  by the Policy
        Owner,  to  ensure   conformity  with  the  Policy  Owner's   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 the Policy Owner 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 $20,000 of Accumulation Value
        under the Policy.

        The  Policy  Owner can  request  participation  in the Asset  Allocation
        Program when  purchasing the Policy or at a later date. The Policy Owner
        can change the Policy Owner's  allocation  percentage or discontinue the
        program  by  notifying  us  of  the  change.  There  is  no  charge  for
        participation in this program.

III.    "REDEMPTION"  PROCEDURES:  RIGHT TO EXAMINE.  DEATH BENEFIT.  GUARANTEED
        DEATH BENEFIT. POLICY LOANS. SURRENDERS. PARTIAL WITHDRAWALS.  SURRENDER
        CHARGE.  WAIVER OF SURRENDER  CHARGE.  REDEMPTION'S FOR CHARGES DEDUCTED
        UNDER THE POLICY.  PAYMENT OPTIONS.  SUSPENSION OF VALUATION.  PAYMENTS.
        AND TRANSFERS. AND MATURITY DATE.

        A.     RIGHT TO EXAMINE

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

        B.     DEATH BENEFIT

        The death benefit equals the greater of:

               (a)    the initial Specified Amount plus any later increase   and
                      less any later decrease;
               (b)    the  policies'  Accumulation  Value  on  the date of death
                      multiplied by the corridor percentage  for  the  Insured's
                      attained age; or
               (c)    Proceeds  paid would be reduced by any Policy loan balance
                      and unpaid loan interest.

        C.     GUARANTEED DEATH BENEFIT

        If no Policy loans are taken, we guarantee coverage will remain in force
        until the 15th policy  anniversary  (or the maximum lesser  duration the
        Policy  Owner's State allows) or the policy  anniversary  next following
        the Insured's 75th (70th in Texas) birthday, whichever is earlier.

        D.     POLICY LOANS

        After the first  Policy  Year (from the Date of Issue in  Indiana),  the
        Policy Owner may obtain a loan for up to 90% of the Cash Surrender Value
        (100% in Florida) less loan interest to the end of the Policy Year,  and
        less the Monthly  Deduction amount sufficient to continue this Policy in
        force for one month. This Policy must be assigned to the Company as sole
        security for the loan.  The Company 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, the Company 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.  The Company  will credit 4.5%
        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 1.5%.

        The death benefit will be reduced by the amount of any loan  outstanding
        on the date of the Insured's  death. The Company may defer making a loan
        for six months unless the loan is to pay premiums to the Company.

        A  Preferred  Loan is  available  on any  date  when the sum of the Cash
        Surrender  Value plus any  outstanding  non-preferred  loans exceeds the
        total of all  premiums  paid since  issue.  The amount  available  for a
        Preferred  Loan is the amount of such excess.  A Preferred  Loan will be
        credited with 6% interest, for a net annual Preferred Loan interest rate
        of 0%.

        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 premiums are currently allocated.

        E.     SURRENDERING THE POLICY FOR CASH SURRENDER VALUE

        While the Insured is alive,  the Policy Owner may terminate  this Policy
        for its Cash  Surrender  Value.  If the  Policy  Owner  requests  a cash
        surrender,  the Policy  must be  returned  to the Company 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
        4.5%.  The maximum  applicable  Surrender  Charge is 9.50%.  Also, a 10%
        federal tax penalty may apply.  The Company may defer  payment of a cash
        surrender from the Fixed Account for up to six months.

        F.     PARTIAL WITHDRAWALS

        After the first Policy Year,  the Policy Owner may withdraw  part of the
        Accumulation  Value.  Withdrawals  are made first from earnings and then
        from Premiums paid,  beginning with the earliest  Premium  payment.  The
        minimum  partial   withdrawal   amount  is  $500.  The  maximum  partial
        withdrawal  amount is an amount  such  that the  remaining  Accumulation
        Value is not less than $20,000.

        Each  Policy  year the Policy  Owner may  withdraw,  without a surrender
        charge, the greater of:

               (a)    15% of the  Accumulation  Value as of the first withdrawal
                      that Policy year; or
               (b)    that portion of the Accumulation Value which  is in excess
                      of total premiums paid.

        Partial  withdrawals  in  excess  of this  amount  may be  subject  to a
        Surrender  Charge of up to 9.5%. The Surrender Charge is a percentage of
        the premiums  withdrawn.  The applicable  percentage varies according to
        the length of time since the premium was paid. The percentages are shown
        on the data pages.

        The amount of cash withdrawal requested and any Surrender Charge will be
        deducted from the  Accumulation  Value on the date we receive the Policy
        Owner's written request. Partial withdrawals will result in cancellation
        of Accumulation Units from each applicable Subaccount. In the absence of
        instructions  from the Policy  Owner,  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 a partial
        withdrawal. The Company reserves the right to defer withdrawals from the
        Fixed  Account for up to six months  from the date the Company  receives
        the Policy Owner's written request.

        The  Specified  Amount  will be  reduced in the same  proportion  as the
        Accumulation Value is reduced as a result of any partial withdrawal.

        G.     SURRENDER CHARGE

        If a Policy is totally  surrendered or lapses or a partial withdrawal is
        made,  the  Company  may  deduct a  Surrender  Charge  from  the  amount
        requested to be  surrendered.  The  percentage  varies  according to the
        length of time since each  premium was paid.  Any  applicable  Surrender
        Charge will be deducted on a full surrender or a partial withdrawal. The
        Surrender Charge period and the amount of the Surrender Charge are shown
        in the following table:

           YEARS SINCE
          PREMIUM PAYMENT       SURRENDER CHARGE
               1                     9.50%
               2                     9.50
               3                     9.50
               4                     9.00
               5                     7.50
               6                     6.00
               7                     4.50
               8                     3.00
               9                     1.50
           10 & later                 0

        H.     WAIVER OF SURRENDER CHARGE

        The Company will waive the Surrender Charge upon partial withdrawals and
        surrenders  in the event the Policy Owner 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 the Policy Owner's residence, or upon the death of
        the Policy Owner's spouse or minor dependent.

        I.     REDEMPTION CHARGES DEDUCTED UNDER THE POLICY

               1.  DEDUCTIONS  FOR  INITIAL  AMOUNT.  We deduct no charges  from
               Premium before allocation to the Variable  Account,  although the
               Monthly  Deduction  includes  deductions  for  cost of  insurance
               charges and for expense charges,  and a Surrender Charge based on
               Premium may apply to surrenders or partial withdrawals during the
               Surrender Charge period.

               2.  MONTHLY  DEDUCTION.  We  deduct  a  charge  from  the  entire
               Accumulation  Value on each Monthly  Deduction Date. This Monthly
               Deduction  equals  the  cost  of  insurance  charge  (no  cost of
               insurance  charge is deducted on or after the Policy  Anniversary
               when the age of the  Insured  is  equal  to 100) for the  current
               month,  plus the expense charge  (annualized  charge is 1.53% for
               the  first  ten  Policy   Years  and  1.14%  for   Policy   Years
               thereafter).

               Each charge is calculated as a percentage of  Accumulation  Value
               (including  amounts  of  Accumulation  Value  moved  to the  Loan
               Account as collateral for Policy loans) in the following  manner:
               first, all charges,  other than the cost of insurance charge, 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 cost of insurance  charge is then calculated based
               on the Accumulation  Value for that date, as reduced by all other
               charges deducted that day. The Monthly  Deduction is deducted pro
               rata from the Accumulation  Value in the  Subaccounts,  the Fixed
               Account, and the Loan Account.

               3. CHARGES  DEDUCTED ON SURRENDER OR PARTIAL  WITHDRAWAL.  If the
               Policy is surrendered or lapses or a partial  withdrawal is taken
               during the Surrender Charge period (which is the first nine Years
               after each premium payment),  a Surrender Charge may be deducted.
               This  charge  declines  over the course of the  Surrender  Charge
               period.  Any Surrender Charge deduction is deducted pro rata from
               the Accumulation Value in the Subaccounts and the Fixed Account.

               4. COST OF  INSURANCE  CHARGE This  charge is  deducted  from the
               Policy's  Accumulation  Value on each Monthly  Deduction Date, as
               part of the Monthly Deduction.  This charge is no longer deducted
               beginning on the Policy  anniversary next following the Insured's
               100th birthday if coverage beyond maturity is elected.

               The  cost of  insurance  charge  covers  the  cost  of  providing
               insurance protection under the Policy.  Currently,  the amount of
               this  charge is based on the rate class of the Insured and Policy
               accumulation value and duration.  The Company assigns Insureds to
               rate classes based on  underwriting  conducted when it receives a
               Policy  application.  Currently,  the Company assigns Insureds to
               the following rate classes: preferred and standard. Once a Policy
               is issued,  an Insured's  rate class does not change except if an
               additional  premium  is  submitted  and the  underwriting  review
               determines that the Insured qualifies for a better rate class. If
               the Insured qualifies for a better rate class, the rate class for
               the additional premium will be used for cost of insurance charges
               under the entire Policy.

               Currently,   the  cost  of  insurance  charge  for  a  Policy  is
               calculated  as a  percentage  of the  Accumulation  Value  on the
               Monthly  Deduction  Date.  The charge is based on the duration of
               the Policy,  and the Insured's  rate class.  The current  monthly
               rates for these classes are  equivalent to the annual  percentage
               rates shown in the following table:

                         POLICY YEAR(S)      ACCUMULATION VALUE  ACCUMULATION
                                             OF   $45,000  OR    VALUE
                                             LESS.               GREATER  THAN
                                                                 $45,000.
                 PREFERRED RATE CLASS
                 1-10                        0.70%               0.60%
                 11 and later                0.60%               0.50%
                 STANDARD RATE CLASS
                 1-10                        1.30%               1.20%
                 11 and later                0.94%               0.84%

               The Company  reserves  the right to change the cost of  insurance
               charges upon appropriate regulatory approval.

               For purposes of determining the current cost of insurance  charge
               on a Monthly  Deduction  Date, all other charges  included in the
               Monthly  Deduction are  calculated and deducted from the Policy's
               Accumulation  Value,  and then the  applicable  cost of insurance
               percentage is applied to the remaining Accumulation Value.

               The cost of insurance charge deducted on a Monthly Deduction Date
               is  guaranteed  not to exceed  the  amount  calculated  using the
               guaranteed  cost of  insurance  rates set forth in the Policy for
               that date.  The maximum  cost of  insurance  charge for a Monthly
               Deduction  Date  determined  is equal to the "net amount at risk"
               under the Policy,  multiplied by the guaranteed cost of insurance
               rate for that date.  The net amount at risk is  determined on the
               last day of the Policy Month.  The amount at risk at any point in
               time is just the death  benefit at that  point in time,  less the
               Accumulation  Value at that  point in time  after  deducting  the
               Expense Charge and the cost of any Policy riders.

               The  guaranteed  cost of insurance  rate for a Monthly  Deduction
               Date under a Policy  depends on the  Insured's sex and age on the
               first day of a Policy Year.

               Current cost of insurance  rates are more favorable for preferred
               rate class than for standard rate class Insureds.  Within a given
               class,  guaranteed  cost of insurance  rates are  generally  more
               favorable  for Insureds of lower ages than for Insureds of higher
               ages, and are generally  more favorable for female  Insureds than
               for male Insureds.

               If a Policy loan is outstanding,  and the Cash Surrender Value on
               a  Monthly  Deduction  Date is not  enough  to cover  the  entire
               Monthly Deduction and any loan interest due for the Policy Month,
               the Company will notify the Policy Owner that the Policy is going
               to  terminate  unless a  sufficient  payment  is made  within the
               61-day grace period.

               5. TAX EXPENSE  CHARGE.  The  Company  will deduct this charge as
               part of the Monthly Deduction from the Accumulation Value on each
               Monthly Deduction Date for the first ten Policy Years. The annual
               rate of this charge is 0.39% of the Accumulation  Value and is to
               reimburse the Company for State premium taxes,  federal  deferred
               acquisition cost taxes, and related administrative expenses.

               6.  ADMINISTRATIVE  EXPENSE CHARGE.  This charge is deducted from
               the Policy's  Accumulation  Value on each Monthly Deduction Date,
               as part of the Monthly Deduction. This charge is currently set at
               an annual rate of 0.24% of the Accumulation Value on each Monthly
               Deduction Date. This charge is for the cost of administering  the
               Policies  (such as the cost of  processing  Policy  transactions,
               issuing Policy Owner statements and reports, and record keeping),
               as well as legal, actuarial,  systems, mailing and other overhead
               costs connected with our variable life insurance operations.

               7. ANNUAL  MAINTENANCE  FEE. If the aggregate  premiums paid on a
               Policy are less than  $50,000,  the Company  will deduct from the
               Account  Value an Annual  Maintenance  Fee of $35 on each  Policy
               Anniversary.  This  fee  will  help  reimburse  the  Company  for
               administrative and maintenance costs of the Policies.  The sum of
               the monthly administrative charges and the annual maintenance fee
               is designed not to exceed the anticipated cost the Company incurs
               in providing administrative services under the Policies.

               8. DUE AND  UNPAID  PREMIUM  TAX  CHARGE.  During  the first nine
               Policy  Years,  a charge for due and unpaid  premium  tax will be
               imposed  on full or  partial  withdrawals  in  excess of the Free
               Withdrawal Amount. This charge is shown below, as a percentage of
               the Account Value withdrawn:

                         --------------------- --------------------------
                         YEAR                  PERCENTAGE OF ACCOUNT
                                               VALUE WITHDRAWN
                         --------------------- --------------------------
                         1                     2.25%
                         --------------------- --------------------------
                         2                     2.00%
                         --------------------- --------------------------
                         3                     1.75%
                         --------------------- --------------------------
                         4                     1.50%
                         --------------------- --------------------------
                         5                     1.25%
                         --------------------- --------------------------
                         6                     1.00%
                         --------------------- --------------------------
                         7                     0.75%
                         --------------------- --------------------------
                         8                     0.50%
                         --------------------- --------------------------
                         9                     0.25%
                         --------------------- --------------------------
                         10                    0.00%
                         --------------------- --------------------------

               After the ninth Policy Year, no due and unpaid premium tax charge
               will be imposed.

        J.     PAYMENT OPTIONS

               OPTION 1 --  PROCEEDS  HELD ON  DEPOSIT  AT  INTEREST.  While the
               Proceeds are held by the Company, the company will annually:
                       (a)  pay interest to the Payee; or
                       (b)  add interest to the Proceeds.
                OPTION 2 -- INCOME OF A SPECIFIED  AMOUNT.  The Company 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.  The Company will pay
               the Proceeds in  installments  for the number of years the Policy
               Owner chooses.  The monthly  incomes for each $1,000 of Proceeds,
               shown in the table set forth in the Policy, include interest. The
               Company will provide the income  amounts for payments  other than
               monthly upon request.
                OPTION 4 -- LIFETIME  INCOME.  The Company 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 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,  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,
               the Company will provide  payments for other  options,  including
               joint and survivor periods.  Certain options may not be available
               in some States.

               If variable  payments  are being made under  Option 2 or 6 and do
               not  involve  life  contingencies,  then  the  Policy  Owner  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.

        K.     SUSPENSION OF VALUATION, PAYMENTS, AND TRANSFERS

        The Company  will  suspend all  procedures  requiring  valuation  of the
        Variable Account (including transfers,  surrenders and loans) on any day
        the New York Stock Exchange is closed or trading is restricted due to an
        existing emergency as defined by the Securities and Exchange Commission,
        or on any day the  Commission has ordered that the right of surrender of
        the Policies be suspended  for the  protection of Policy  Owners,  until
        such condition has ended.

         L.    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 the Policy
        Owner 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.  The Policy may
        terminate   prior  to  the  maturity  date  if  the  premiums  paid  are
        insufficient  to  continue  this  Policy in force.  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 cost of  insurance  charges are more  favorable  than  guaranteed
        charges.


                                   Exhibit 2:     Opinion and Consent of Counsel


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


June 20, 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 as amended,  filed by
United of Omaha Life Insurance  Company and United of Omaha  Separate  Account B
with the Securities and Exchange  Commission  covering  modified  single 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  modified  single  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 modified  single  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
Mutual of Omaha Companies


                                   Exhibit 6:     Opinion and Consent of Actuary

        June 20, 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 Modified  Single Premium  Variable  Universal Life
Insurance  policy  ("Policy")  under the  Securities Act of 1933. The prospectus
included  in  Pre-Effective  Amendment  No.  1  to  Registration  Statement  No.
333-18881 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
amended  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  amended
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



                                   Exhibit 7:     Independent Auditor's Consent


INDEPENDENT AUDITOR'S CONSENT

We  consent to the use in this  Pre-Effective  Amendment  No. 1 to  Registration
Statement  No.  333-18881  of United of Omaha  Separate  Account B of our report
dated  February 14, 1997,  on the  financial  statements of United of Omaha Life
Insurance Company appearing in Registration,  and to the related reference to us
under the heading "Independent Auditors."

/s/ Deloitte & Touche LLP

 DELOITTE & TOUCHE LLP

 Omaha, Nebraska
 June 20, 1997

<PAGE>

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the inclusion in this registration statement on Form S-6 (File No.
333-18881) of our report, which includes an explanatory  paragraph regarding the
change  in  opinion  as  required  by  Financial   Accounting   Standards  Board
Interpretation 40, APPLICABILITY OF GENERALLY ACCEPTED ACCOUNTING  PRINCIPLES TO
MUTUAL LIFE INSURANCE AND OTHER ENTERPRISES, as amended (FIN 40), dated February
23, 1996  [except for the change in our opinion as required by FIN 40, for which
the date is April 9, 1997], on our audits of the financial  statements of United
of Omaha  Life  Insurance  Company  (United)  as of and for the two years in the
period ended December 31, 1995.

We also consent to the reference to our firm as independent auditors for United.




/s/  Coopers & Lybrand L.L.P.

Omaha, Nebraska
June 20, 1997






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