UNITED OF OMAHA SEPARATE ACCOUNT B
S-6/A, 1998-02-05
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1998

                                                  REGISTRATION NO. 333-35587
                                                                   811-08336

                       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


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

                     (TITLE OF SECURITIES BEING REGISTERED)
                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY


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


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
<PAGE>

    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 February _______, 1998
UNITED OF OMAHA
                                                           ULTRA VARIABLE LIFE
                                                   Individual Flexible Premium
                                      Variable Universal Life Insurance Policy

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

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

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

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

ALGER AMERICAN GROWTH PORTFOLIO
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
FEDERATED PRIME MONEY FUND II ("MONEY MARKET") PORTFOLIO
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES PORTFOLIO
FIDELITY ASSET MANAGER: GROWTH PORTFOLIO
FIDELITY EQUITY INCOME PORTFOLIO
FIDELITY CONTRAFUND PORTFOLIO
FIDELITY INDEX 500 PORTFOLIO
MFS EMERGING GROWTH PORTFOLIO
MFS HIGH INCOME FUND PORTFOLIO
MFS RESEARCH PORTFOLIO

MFS WORLD GOVERNMENT PORTFOLIO
MFS VALUE SERIES PORTFOLIO
PIONEER CAPITAL GROWTH PORTFOLIO
PIONEER REAL ESTATE PORTFOLIO
SCUDDER GLOBAL DISCOVERY PORTFOLIO
SCUDDER GROWTH & INCOME PORTFOLIO
SCUDDER INTERNATIONAL PORTFOLIO
T. ROWE PRICE EQUITY INCOME PORTFOLIO
T. ROWE PRICE INTERNATIONAL PORTFOLIO
T. ROWE PRICE LIMITED TERM BOND PORTFOLIO
T. ROWE PRICE NEW AMERICA GROWTH PORTFOLIO
T. ROWE PRICE PERSONAL STRATEGY BALANCED PORTFOLIO
FIXED ACCOUNT

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

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

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") OR ANY STATE SECURITIES COMMISSION,  NOR HAS THE SEC
OR ANY STATE SECURITIES  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                       1
<PAGE>

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

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

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

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

ABOUT US

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

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

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

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

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

TAX MATTERS

MANAGEMENT

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

ILLUSTRATIONS
O  DEATH BENEFIT, CASH SURRENDER VALUE AND ACCUMULATED PREMIUMS

FINANCIAL STATEMENTS
                                       3
<PAGE>

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

                                       4
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

YOU, YOUR refers to the Policy Owner.
                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

o  Federal Income Tax Consequences. Death benefits paid to the Beneficiary under
   a life  insurance  policy  generally  are not subject to Federal  income tax.
   Under current law, undistributed  increases in cash value of a life insurance
   contract  generally  are  not  taxable.  Pre-death  distributions  (including
   partial  withdrawals  and  loans)  from a  modified  endowment  contract  are
   included  in income on an income  first  basis,  and a 10% penalty tax may be
   imposed on income  distributed  before the Policy  Owner  attains age 59 1/2.
   (SEE "TAX MATTERS.")
                                       6
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>
                                       8
<PAGE>

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

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

        We are United of Omaha Life  Insurance  Company,  a stock life insurance
company  organized  under  the laws of the State of  Nebraska  in 1926 as United
Benefit Life Insurance  Company.  We changed to our current name in 1981. United
of Omaha is a wholly owned subsidiary of Mutual of Omaha Insurance  Company.  We
are  principally  engaged in the  business of issuing life  insurance  policies,
accident and health insurance, and annuity contracts in all States of the United
States  except New York,  the  District  of  Columbia,  and in  several  foreign
countries.  As of  December  31,  1996,  United of Omaha  had  assets of over $7
billion.
   We may from time to time publish (in  advertisements,  sales  literature  and
reports to Owners) the ratings  and other  information  assigned to us by one or
more  independent  rating  organizations  such as A.M.  Best  Company,  Moody's,
Standard & Poor's,  and Duff & Phelps.  The purpose of the ratings is to reflect
our financial strength and/or claims-paying  ability, and the ratings should not
be considered  as bearing on the  investment  performance  of assets held in the
Variable  Account.  Each year the A.M. Best Company reviews the financial status
of thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect A.M. Best Company's  current  opinion of the relative  financial
strength and operating  performance of an insurance company in comparison to the
norms of the life/health  insurance  industry.  In addition,  our  claims-paying
ability,  as measured by Moody's  Insurance  Credit Report,  Standard and Poor's
Insurance  Ratings  Services,  or  Duff &  Phelps  may be  referred  to in  such
advertisements,  sales  literature,  or  reports.  These  ratings  are  opinions
regarding  an  operating  insurance  company's  financial  capacity  to meet the
obligations  of its  insurance  and annuity  policies in  accordance  with their
terms.  Such ratings do not reflect the  investment  performance of the Variable
Account or the degree of risk  associated  with an  investment  in the  Variable
Account.

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

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

     THE VARIABLE ACCOUNT
        The  Variable Account  established for the purpose of providing variable
options  to fund the  Policy is  United of Omaha  Separate  Account  B.  Amounts
allocated  to the  Variable  Account  are  invested  exclusively  in shares of a
Portfolio of one of the Series Funds. Each Series Fund is an open-end management
investment  company whose shares are  purchased by the Variable  Account to fund
the  benefits  provided by the  Policy.  The Series  Fund  Portfolios  currently
available under the Variable Account,  including their investment objectives and
their investment  advisers,  are described briefly in this Prospectus.  Complete
descriptions of each Portfolio's investment objectives,  restrictions, and risks
and other  material  information  relating to an investment in the Portfolio are
contained in the  prospectuses for each of the Series Funds which accompany this
Prospectus.  
     United of Omaha Separate  Account B was  established  pursuant to an August
27, 1996,  resolution of our Board of Directors.  Under Nebraska  Insurance Law,
the income,  gains or losses,  realized or unrealized,  from assets allocated to
the Variable  Account are credited to or charged  against the Variable  Account,
without  regard to other  income,  gains,  or  losses of United of Omaha.  These
assets are held by us for our  variable  life  insurance  policies.  Any and all
distributions  made by the Series  Funds with  respect to the shares held by the
Variable Account will be reinvested in additional shares at net asset value. The
assets  maintained  in the  Variable  Account  will  not  be  charged  with  any
liabilities  arising out of any other business conducted by us. We are, however,
responsible for meeting the obligations under the Policy to you.
     No stock  certificates are issued to the Variable Account for shares of the
Series  Funds held in the Variable  Account.  We own the Series Funds shares for
the Variable Account.
     The  Variable  Account  is  registered  with the  Securities  and  Exchange
Commission  ("SEC") as a unit investment trust under the Investment  Company Act
of 1940 and meets the  definition of separate  account under federal  securities
laws.  However,  the SEC does not  supervise the  management  or the  investment
                                       9
<PAGE>

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

VARIABLE ACCOUNT PORTFOLIOS

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

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

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

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

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

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

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

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

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

     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) (*)
                                       10
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


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

        THERE IS NO  ASSURANCE  THAT  ANY  PORTFOLIO  WILL  ACHIEVE  ITS  STATED
OBJECTIVE.   MORE  DETAILED   INFORMATION,   INCLUDING  A  DESCRIPTION  OF  EACH
PORTFOLIO'S  INVESTMENT  OBJECTIVE  AND  POLICIES  AND A  DESCRIPTION  OF  RISKS
INVOLVED IN INVESTING IN EACH OF THE PORTFOLIOS AND OF EACH PORTFOLIO'S FEES AND
EXPENSES,  IS CONTAINED IN THE PROSPECTUS  FOR THE PORTFOLIO,  CURRENT COPIES OF
WHICH  ACCOMPANY  THIS  PROSPECTUS.  INFORMATION  CONTAINED IN THE  PROSPECTUSES
SHOULD  BE READ  CAREFULLY  BEFORE  INVESTING  IN A  PORTFOLIO  OF THE  VARIABLE
ACCOUNT.

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

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
        We do not control the  Portfolios  and cannot and do not guarantee  that
any of the  Portfolios  will  always be  available  for Premium  allocations  or
Accumulation  Value  transfers.  We retain the right,  subject to any applicable
law, to make certain  changes in the Variable  Account and its  investments.  We
reserve the right to eliminate the shares of any Portfolio  held by a Subaccount
and to substitute shares of another Portfolio, or of another registered open-end
management investment company for the shares of any Portfolio,  if the shares of
the  Portfolio are no longer  available  for  investment or if, in our judgment,
investment in any Portfolio  would be  inappropriate  in view of the purposes of
the Variable Account.  To the extent required by the 1940 Act,  substitutions of
shares  attributable  to your interest in a Subaccount  will not be made without
prior notice to you and the prior approval of the SEC. If required,  approval of
or change of any investment  policy will be filed with the Insurance  Department
of any State in which the Policy is sold.
        New Subaccounts may be established,  or existing Subaccounts eliminated,
when, in our sole  discretion,  marketing,  tax,  investment or other conditions
warrant such a change.  If a Subaccount  is  eliminated,  we will notify you and
request a reallocation of the amounts invested in the eliminated Subaccount.  If
you do not  reallocate  these  amounts,  we will reinvest them in the Subaccount
that invests in the Money Market  Portfolio (or in a similar  portfolio of money
market instruments).
        In the event of any such  substitution or change, we may make changes in
the Policy as may be necessary or  appropriate to reflect such  substitution  or
change.  Furthermore,  the Variable  Account may be (i) operated as a management
company under the 1940 Act or any other form permitted by law, (ii) deregistered
under the 1940 Act in the event such registration is no longer required or (iii)
combined with one or more other separate  accounts.  To the extent  permitted by
applicable  law,  we also  may  transfer  the  assets  of the  Variable  Account
associated with the Policies to another account or accounts.
                                       12
<PAGE>

O       THE FIXED ACCOUNT
        This  Prospectus is intended to serve as a disclosure  document only for
the Policy and the Variable  Account.  For complete details  regarding the Fixed
Account, see the Policy itself.
        PREMIUM  ALLOCATED AND AMOUNTS  TRANSFERRED  TO THE FIXED ACCOUNT BECOME
PART OF THE GENERAL ACCOUNT ASSETS OF UNITED OF OMAHA.  INTERESTS IN THE GENERAL
ACCOUNT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 (THE "1933
ACT"), NOR IS THE GENERAL ACCOUNT  REGISTERED AS AN INVESTMENT COMPANY UNDER THE
1940 ACT. ACCORDINGLY,  NEITHER THE GENERAL ACCOUNT NOR ANY INTERESTS THEREIN IS
GENERALLY  SUBJECT TO THE  PROVISIONS OF THE 1933 OR 1940 ACTS, AND WE HAVE BEEN
ADVISED  THAT THE  STAFF  OF THE  SECURITIES  AND  EXCHANGE  COMMISSION  HAS NOT
REVIEWED THE DISCLOSURES IN THIS PROSPECTUS WHICH RELATE TO THE FIXED ACCOUNT.
        The Fixed Account includes all our assets except those segregated in the
Variable Account or in any other separate investment  account.  You may allocate
Premium to the Fixed  Account or transfer  amounts from the Variable  Account to
the Fixed Account.  Instead of you bearing the  investment  risk, as is the case
for Accumulation Value in the Variable Account, we bear the full investment risk
for all  Accumulation  Value in the Fixed  Account.  We have sole  discretion to
invest the assets of our general account,  including the Fixed Account,  subject
to applicable law.
        We  guarantee to credit  interest to amounts in the Fixed  Account at an
effective  rate of at least 4% per year.  (After the expense  charge is applied,
the net effective rate is 3.3% for Policy years 1-10, and 3.45% for Policy years
11 and subsequent.  We may, in our sole discretion,  credit amounts in the Fixed
Account  with  interest  at a current  interest  rate in excess of 4%.) Only one
transfer out of the Fixed Account is allowed each Policy Year.  (This limit does
not  apply  under the  Dollar  Cost  Averaging  or Asset  Allocation  programs).
Moreover,  the maximum amount that can be  transferred  out of the Fixed Account
during any  Policy  Year is 10% of Fixed  Accumulation  Value on the date of the
transfer. No charge is imposed on such transfers. We reserve the right to modify
transfer  privileges  at any time.  (SEE  "ALLOCATION  OF PREMIUM:  TRANSFERS.")
Partial  withdrawals  from the Fixed  Account  are  limited to a pro rata amount
(with withdrawals from the Variable Account). Withdrawals and transfers from the
Fixed  Account  may be delayed  for up to six  months,  and  withdrawals  may be
subject to a Surrender Charge. (SEE "CHARGES AND FEES: SURRENDER CHARGES.")
 For purposes of crediting  interest,  the most recent  payment or transfer into
the Fixed  Account,  plus  interest  allocable to that  payment or transfer,  is
considered to be withdrawn or transferred out last; the next most recent payment
plus  interest is considered to be  transferred  out next,  and so on (this is a
"last-in, first-out" procedure).
        We guarantee that, upon Death or the Policy Maturity Date, the amount in
your Fixed  Account will be not be less than the amount of Premium  allocated or
Accumulation  Value  transferred  to the  Fixed  Account,  plus  interest  at an
effective rate of 4% per year, plus any excess  interest  credited to amounts in
the Fixed  Account,  less that part of the Monthly  Deduction  allocable  to the
Fixed Account and less any amounts deducted from the Fixed Account in connection
with partial  withdrawals  (including any Surrender Charges) or transfers to the
Variable Account or to the Loan Account.

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

O       TRANSFERS
        Subject to the limitations and restrictions  described below,  transfers
out of a Subaccount of the Variable Account may be made any time after the Right
to Examine  period and prior to death or the Policy  Maturity  Date,  by sending
written  notice,  signed  by you,  to us.  Transfers  also may be  requested  by
telephone,  subject  to  the  provisions  described  below  under  "THE  POLICY:
TELEPHONE TRANSACTIONS." We reserve the right, at any time and without notice to
any party,  to modify the transfer  privileges  under the Policy.  Transfers are
effective on the date we receive your request.
        After the Right to Examine period,  you can transfer  Accumulation Value
from one  Subaccount  of the Variable  Account to another,  or from the Variable
Account to the Fixed Account or from the Fixed Account to any  Subaccount of the
Variable Account within certain limits.  Transfers out of a Subaccount currently
may be made as  often as you wish (we  reserve  the  right to limit or  restrict
transfers in the future or to eliminate the transfer privilege).  We reserve the
right to restrict  transfers  from the Variable  Account to the Fixed Account of
amounts previously transferred from the Fixed Account for up to six months.
        A transfer  fee of $10 may be imposed  for any  transfer in excess of 12
per Policy Year. The transfer fee is deducted from the amount  transferred.  The
first 12 transfers each Policy year are free.
        Transfers  from the Fixed  Account  currently may be made only once each
Policy Year.  Transfers  from the Fixed  Account do not count toward the 12 free
transfer  limit  described  above,  and no  transfer  charge  will be imposed on
transfers  from the Fixed  Account.  Moreover,  the  maximum  amount that can be
transferred  out of the Fixed Account during any Policy Year is 10% of the Fixed
Accumulation Value on the date of the transfer.
                                       13
<PAGE>

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

O       DOLLAR COST AVERAGING
        Dollar  cost  averaging  is a  process  whose  objective  is  to  shield
investments from short term price fluctuations.  Since the same dollar amount is
transferred  to selected  Subaccounts  each month,  over time more  purchases of
Portfolio  shares  are made  when the value of those  shares  is low,  and fewer
shares are purchased  when the value is high. As a result,  a lower than average
cost of purchases may be achieved over the long term.  While this process allows
you to take  advantage of investment  price  fluctuations,  it does not assure a
profit or protect against a loss in declining markets.
        Our dollar cost averaging program allows you to automatically  transfer,
on a periodic basis, a predetermined  amount or percentage specified by you from
any one  Subaccount  or the Fixed Account to any  Subaccount(s)  of the Variable
Account. The automatic transfers can occur monthly, quarterly, semi-annually, or
annually, and the amount transferred each time must be at least $100 and must be
$50 per  Subaccount.  At the time the  program  begins,  there  must be at least
$5,000 of Accumulation  Value in the applicable  Subaccount or the Fixed Account
being  transferred  from.  If  transfers  are made from the Fixed  Account,  the
maximum  periodic  transfer amount is 10% of that account's value at the time of
election, or a sufficient amount to provide transfers for 10 months. There is no
maximum  transfer  amount  requirement  out of the  Subaccounts  of the Variable
Account.
        You can request  participation in the Dollar Cost Averaging program when
purchasing  the Policy or at a later date.  Transfers will begin on the first or
15th day (or, if not a Valuation Date, the next following Valuation Date) of the
month,  as specified  by you,  during  which the request is  processed.  You can
specify that only a certain  number of transfers will be made, in which case the
program will terminate  when that number of transfers has been made.  Otherwise,
the  program  will  terminate  when  the  amount  remaining  in  the  applicable
Subaccount or, if applicable, the Fixed Account, is less than $500.
        You can increase or decrease the amount or  percentage  of the transfers
or discontinue the program by notifying us of the change. There is no charge for
participation in this program.

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

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

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

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

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

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

        The value for each Subaccount equals:

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

        Each net premium  allocated  to the Variable  Account is converted  into
Accumulation Units. This is done by dividing the net premium by the Accumulation
Unit value for the Valuation Period during which the net premium is allocated to
the Variable  Account.  The initial  Accumulation Unit value for each Subaccount
was set when the  Subaccount  was  established.  The unit value may  increase or
decrease from one Valuation Date to the next.

        The  Accumulation  Unit value for a Subaccount on any Valuation  Date is
calculated as follows:

    (a) the Net Asset Value Per Share of the Portfolio  multiplied by the number
        of shares held in the  Subaccount,  before the purchase or redemption of
        any shares on that date; divided by
    (b) the total number of  Accumulation  Units held in the  Subaccount  on the
Valuation Date, before the purchase or redemption of any shares on that date.
                                       15
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

All other  rights and  benefits as  described  in the policy  will be  available
during  the  lifetime  of the  Insured,  except  that we  will  not  accept  any
additional premium payments after coverage beyond maturity has been elected. The
tax consequences  associated with extending coverage beyond maturity are unclear
and a tax advisor should be consulted before mailing such an elections.


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

O       POLICY LOANS
         After the first  Policy Year (from the Date of Issue in  Indiana),  you
may obtain a loan for up to 100% of the Cash Surrender  Value less loan interest
to the end of the Year  and less one  monthly  deduction.  This  Policy  must be
assigned to us as sole  security for the loan. We will transfer all loan amounts
from the Fixed Account and the Subaccounts to the Loan Account. The amounts will
be transferred on a pro rata basis.
        Loan  interest is payable at a rate of 5.7% in advance  (6.0%  effective
annual rate). Interest is due on each Policy Anniversary. If the interest is not
paid when due, we will transfer an amount equal to the unpaid loan interest from
the Fixed Account and the Subaccounts,  to the Loan Account on a pro rata basis.
We will credit 4% interest to any amounts in the Loan  Account,  except  amounts
equal to a Preferred  Loan as described  below,  for a net annual Loan  interest
rate of 2%.
        The death benefit will be reduced by the amount of any loan  outstanding
on the date of the  Insured's  death.  We may defer making a loan for six months
unless the loan is to pay premiums to us.
       A Preferred Loan is available  on existing and new loans beginning in the
10th Policy Year. A Preferred Loan will be credited with 6% interest,  for a net
annual  Preferred  Loan interest  rate of 0%. It is unclear  whether a Preferred
Loan will be respected for tax purposes,  and a tax advisor  should be consulted
before effecting such a Preferred Loan.
                                       17
<PAGE>
        
       All or part of a loan may be repaid at any time  while the  Policy is in
force. The amount of a loan repayment will be deducted from the Loan Account and
will be  allocated  among  the Fixed  Account  and the  Subaccounts  in the same
percentages as the Accumulation Value on the date repayment. You should identify
any payment intended to reduce a loan as a loan repayment; otherwise, it will be
added to the Accumulation Value (i.e., treated as a premium).

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

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

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

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

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

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

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


O       DEATH BENEFIT

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

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

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

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

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

                                    18
<PAGE>

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

The Option 1 Death Benefit is the greater of:

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

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

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

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


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

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

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

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

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


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

        When the last  Payee  dies,  we will pay to the estate of that Payee any
amount  on  deposit,  or the  then  present  value of any  remaining  guaranteed
payments under a fixed option.

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

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

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

O       PAYMENT OPTIONS

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

        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 and the life only
        option has been  chosen,  then IT WOULD BE POSSIBLE FOR ONLY ONE PAYMENT
        TO BE MADE if the Payee(s) were to die before the due date of the second
        payment;  only two Payments if the  Payee(s)  were to die before the due
        date of the third  payment;  and so forth.  When the last Payee dies, we
        will pay to the estate of that Payee any remaining  guaranteed  Payments
        under a fixed payout option.
     OPTION 5 -- LUMP SUM.  The Proceeds will be paid in one sum.
     OPTION 6 -- ALTERNATIVE  SCHEDULE.  Upon request and if available,  we will
    provide  payments for other options,  including joint and survivor  periods.
    Certain options may not be available in some States.
If  payments  are  being  made  under  Option  2 or 3 and  do not  involve  life
contingencies,  then you may surrender the Policy and receive the commuted value
of any unpaid payments.

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

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

O       CHARGES DEDUCTED UNDER THE POLICY

DEDUCTIONS FROM PREMIUM
        Many states and municipalities  impose a premium tax. The range of taxes
is from 0.75% to 5.0%. We also incur federal income tax liability under Internal
Revenue Code Section 848 (a Deferred  Acquisition  Cost tax) upon Policy premium
collected.  We deduct 3.75% of each Policy  premium  payment we receive to cover
these  expenses.   (In  Oregon,  this  deduction  does  not  include  state  and
municipality  premium tax  expenses.) We also deduct $2 from each Policy premium
payment we receive to cover our premium processing expenses.

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

        COST OF INSURANCE CHARGE.

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

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

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

        The net amount at risk in any month equals:

               (a)    The death benefit; less
               (b)    the Accumulation Value on the Monthly Deduction Date after
                      deducting the rider charge, if any, the risk charge for 
                      the current month, and the administrative charge.
                                       21
<PAGE>

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

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

        RISK CHARGE. We deduct a charge from your Accumulation  Value (including
amounts of Accumulation Value moved to the Loan Account as collateral for Policy
loans),  before monthly charges are deducted,  but reflecting  charges  deducted
from Subaccount  assets,  on each Monthly Deduction Date for the mortality risks
that we assume.  In Policy Years 1 through 10, this Risk Charge is equivalent to
an annual charge of 0.70% of the  Accumulation  Value,  deducted on each Monthly
Deduction Date. In Policy Years 11 and later,  this Risk Charge is equivalent to
an annual charge of 0.55% of the  Accumulation  Value,  deducted on each Monthly
Deduction  Date. The charge is deducted as 0.05833% of the  Accumulation  Value,
deducted on each Monthly  Deduction  Date,  for the first 10 Policy  Years,  and
0.04583% of the Accumulation Value, deducted on each Monthly Deduction Date, for
Policy Years 11 and  thereafter.  The mortality  risk we assume is that Insureds
may live for  shorter  periods of time than we  estimated,  or the  Accumulation
Value is not enough to keep the Policy in force during the No-Lapse  Period.  If
all the money we collect from this charge is not needed to cover death  benefits
and expenses, the money is contributed to our general account.  Conversely, even
if the money we collect is insufficient,  we will provide for all death benefits
and expenses.

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

        COST OF RIDERS.

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

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

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

               WAIVER OF SURRENDER CHARGE RIDER.  No cost.

ACCELERATED DEATH BENEFIT RIDER
        4% (8% in Vermont and Oklahoma) of the death benefits  otherwise payable
is deducted at the time the  election is made to receive the  accelerated  death
benefits provided by this rider.

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.

SURRENDER CHARGE
        If a Policy is totally surrendered, or a Partial Withdrawal is taken, or
upon a requested  reduction in the Policy's  Specified  Amount,  we may deduct a
Surrender  Charge from the amount  requested to be surrendered.  If the Policy's
current Specified Amount is decreased, we may deduct a Surrender Charge from the
Accumulation  Value based on the amount of the decrease.  The  Surrender  charge
varies by issue age,  sex (except in  Montana),  risk class,  the length of time
your Policy has been in force and the Specified Amount.  For example, a male age
35 at issue,  in the  nontobacco  risk class and the preferred  rate class,  for
                                       22
<PAGE>

surrender  charge is $13.00 for each $1,000.00 of specified  amount in the first
five  years,  declining  to $1.00 per  $1,000.00  in the  twelfth  year and zero
thereafter.  The length of the Surrender Charge period varies depending upon the
Policy Owner's issue age: the period is 12 years through age 52, 11 years at age
53, 10 years at age 54, and 9 years at age 55 and thereafter.
        The purpose of the  Surrender  Charge is to reimburse us for some of our
expenses  incurred  in  distributing  the  Policies.  The  Surrender  Charge and
Administrative  charge  may not be enough to cover all sales and  administrative
expenses which we will incur in selling the Policies.  Any shortfall,  including
but not limited to payment of sales and distribution  expenses,  would be charge
to and paid by us.

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

PORTFOLIO CHARGES
   Each Portfolio is responsible for all of its expenses. The net assets of each
Portfolio will reflect deductions in connection with the investment advisory fee
and other expenses. Here is a table of Portfolio annual expenses:
                                       24
<PAGE>

<TABLE>
<CAPTION>


                                                 ================= ----------------- ===================
                                                    Management          Other           Total Series
 Series Fund Annual Expenses1                          Fees            Expenses         Fund Annual
 (as a percentage of average net assets)          ((a) after fee      ((b) after          Expenses
                                                     waiver)           expense         ((c) after fee
                                                                    reimbursement)       waiver and
                                                                                          expense
                                                                                       reimbursement)
 ----------------------------------------------- ----------------- ----------------- ===================
 Portfolio:
<S>                                                   <C>               <C>                <C>  
 Alger American Growth                                0.75%             0.10%              0.85%
 Alger American Small Capitalization                  0.85%             0.07%              0.92%
 Federated Prime Money Fund II *                      0.00%             0.80%              0.80%
 Federated Fund for U.S. Government Securities        0.00%             0.80%              0.80%
 II *                                                 0.65%             0.22%             0.87%**
 Fidelity VIP II Asset Manager: Growth ***            0.61%             0.13%             0.74%**
 Fidelity VIP II Contrafund ***                       0.51%             0.07%             0.58%**
 Fidelity VIP Equity Income ***                       0.13%             0.15%              0.28%
 Fidelity VIP II Index 500 **                         0.75%             0.25%              1.00%
 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 **                              0.65%             0.60%              1.25%
 Pioneer Capital Growth                               1.00%             0.25%              1.25%
 Pioneer Real Estate **                               0.16%           1.59%****            1.75%
 Scudder Global Discovery **                          0.48%           0.43%****           0.91%**
 Scudder Growth & Income ***                          0.86%           0.44%****            1.30%
 Scudder International                                0.00%             0.85%              0.85%
 T. Rowe Price Equity Income ****                     0.00%             1.05%              1.05%
 T. Rowe Price International ****                     0.00%             0.70%              0.70%
 T. Rowe Price Limited-Term Bond ****                 0.00%             0.85%              0.85%
 T. Rowe Price New America Growth ****                0.00%             0.90%              0.90%
 T. Rowe Price Personal Strategy Balanced ****
</TABLE>

 ===============================================================================
 *   Both Federated  Prime Money Fund II and Federated Fund for U.S.  Government
     Securities II currently  bundle their fees and expenses and limit the total
     charge. Absent any fee waiver or expense reimbursement,  the total fees and
     expenses for each fund would have been 1.37% and 1.81%, respectively.
 **  Without  fee waiver or expense  reimbursement  limits the  following  funds
     would have had the charges set forth below:

                              MANAGEMENT            OTHER               TOTAL
                                 FEES              EXPENSES            EXPENSES
                 --------------------------------------------------------------
   Fidelity VIP II Index 500     0.28%              0.15%                0.43%
   MFS Emerging Growth           0.75%              0.41%                1.16%
   MFS High Income Fund          0.75%              3.08%                3.83%
   MFS Research                  0.75%              0.73%                1.48%
   MFS Value Series              0.75%              0.87%                1.62%
   MFS World Government          0.75%              1.28%                2.03%
   Pioneer Real Estate           1.00%              0.34%                1.34%
   Scudder Global Discovery      0.98%              1.59% ****           2.57%

 *** These funds have voluntarily agreed to limit their total annual expenses to
     the limits shown below:
   Fidelity VIP II Asset Manager:  Growth and Fidelity VIP II Contrafund - 1.00%
   Fidelity VIP Equity Income and Scudder Growth & Income - 1.50%
 ****  T. Rowe Price Funds do not itemize management fees and other expenses.
 ***** Includes 0.25% 12b-1 fee assessed for payment of distribution 
       administration expenses.
 ===============================================================================


- --------
 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.

                                       25
<PAGE>

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

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

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

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

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

O       DELAY OF PAYMENTS
        We will usually pay any amounts  payable from the Variable  Account as a
Policy loan, partial withdrawal or Cash Surrender within 7 days after we receive
your written request in a form satisfactory to us. We can postpone such payments
or any transfers of amounts between Subaccounts or into the Fixed Account or the
Loan  Account if: (i) the New York Stock  Exchange  ("NYSE") is closed for other
than  customary  weekend  and  holiday  closings;  (ii)  trading  on the NYSE is
restricted;  (iii) an emergency  exists as determined by the SEC, as a result of
which it is not reasonably practical to dispose of securities, or not reasonably
practical to determine the value of the Net Assets of the Variable  Account;  or
(iv)  the SEC  permits  delay  for  the  protection  of  security  holders.  The
applicable rules of the SEC will govern as to whether the conditions in (iii) or
(iv) exist. We may defer payment of Policy loans,  partial withdrawals or a Cash
Surrender  from the Fixed  Account for up to six months from the date we receive
your written request.

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

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

O       BENEFICIARY CHANGE
        To change a Beneficiary,  send us a written  request.  When recorded and
acknowledged  by us, the change will be  effective as of the date you signed the
                                       26
<PAGE>

request. The change will not apply to any payments made or other action taken by
us before  recording.  If the  Beneficiary  is  irrevocable,  you may change the
Beneficiary  only  by  joint  written  request  from  you  and  the  irrevocable
Beneficiary.

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

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

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

O       COVERAGE BEYOND MATURITY
        Within thirty days of the maturity date of the Policy,  you may elect to
continue the Policy in force beyond the maturity date. The election must be made
by written request.
The following will apply:
     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.
     The tax consequences associated with extending coverage beyoud maturity are
unclear. A tax adviser should be consulted before making such an election.

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

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

O       OPTIONAL POLICY BENEFITS
                                       27
<PAGE>


        ACCELERATED BENEFITS RIDER. This rider allows the Policy owner to make a
one time  election  for  payment in  advance of 96% of the death  benefit of the
Policy,  subject to a maximum of $500,000, if the Insured is diagnosed as having
a terminal illness.

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

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

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

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

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

O       LIFE INSURANCE QUALIFICATION
    Section  7702 of the  Internal  Revenue  Code of 1986,  as amended  ("Code")
defines a life insurance  contract for Federal income tax purposes.  The Section
7702 definition can be met if a life insurance  contract satisfies either one of
two tests set forth in that  section.  The manner in which these tests should be
applied to certain  features of the Policy is not directly  addressed by Section
7702 or proposed  regulations  issued under that section.  The presence of these
Policy  features,  the  absence  of  final  regulations,  and the  lack of other
pertinent  interpretations  of Section 7702, thus creates some uncertainty about
the application of Section 7702 to the Policy.
    Nevertheless,  we  believe 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.
        MODIFIED ENDOWMENT CONTRACTS.  Section 7702A establishes a class of life
insurance  contracts  designated  as  modified  endowment  contracts.  The rules
governing whether a Policy will be treated as a modified  endowment contract are
extremely  complex  and  cannot be  completely  described  in this  summary.  In
general,  a Policy  will be a modified  endowment  contract  if the  accumulated
premium payments made at any time during the first seven Policy years exceed the
sum of the net level  premium  payments  which would have been paid on or before
such time if the Policy  provided for paid-up future  benefits after the payment
of seven level annual  premiums.  A Policy may also become a modified  endowment
contract after a material change.  The determination of whether a Policy will be
a modified endowment contract after a material change generally depends upon the
relationship of the Policy's death benefit and Accumulation Value at the time of
such  change  and  the  additional  premium  payments  made in the  seven  years
following the material change.    A Policy  may also become a modified endowment
contract in the event of a reduction in the Policy's death benefit.
        Due to the Policy's flexibility,  classification as a modified endowment
contract will depend on the individual  circumstances of each Policy. You should
consult with a tax adviser to determine whether a Policy  transaction will cause
                                       28
<PAGE>

the Policy to be treated as a modified endowment contract.  However, at the time
a premium  payment is  credited  which,  in our view,  would cause the Policy to
become a modified endowment contract, we will notify you that unless a refund of
the excess  premium is  requested  by you,  the  Policy  will  become a modified
endowment contract. You will have 30 days after receiving such notice to request
the refund.

O       TAX TREATMENT OF LOANS AND OTHER DISTRIBUTIONS

    IN GENERAL.  Depending on the  circumstances,  the  exchange of a Policy,  a
change in the Policy's  death benefit  Option,  a policy loan, a  withdrawal,  a
surrender,  a change in  Ownership,  or an  assignment  of the  Policy  may have
federal income tax consequences. In addition, federal, state and local transfer,
and other tax  consequences  of  Ownership  or receipt of  distributions  from a
Policy depends on the circumstances of each Owner or Beneficiary.
    The tax consequences of distributions  from, and loans taken from or secured
by, a Policy depend on whether the Policy is classified as a modified  endowment
contract.  Whether a Policy is or is not a modified endowment  contract,  upon a
surrender  or lapse of the  Policy  or when  benefits  are paid at the  Policy's
maturity  date, if the amount  received  plus any loan amount  exceeds the total
investment  in the  Policy,  the excess  will  generally  be treated as ordinary
income subject to tax.
    DISTRIBUTIONS  FROM  POLICIES  CLASSIFIED AS MODIFIED  ENDOWMENT  CONTRACTS.
Policies  classified  as  modified  endowment  contracts  will be subject to the
following tax rules:
        (1) All  distributions,  including upon surrender and partial surrender,
are  treated as  ordinary  income  subject to tax up to the amount  equal to the
excess (if any) of the Accumulation  Value  immediately  before the distribution
over the investment in the Policy (described below) at such time.
        (2) Loans from or secured by the Policy are treated as distributions and
taxed accordingly.
        (3) A 10%  additional  income  tax  is  imposed  on the  portion  of any
distribution from, or loan taken from or secured by, the Policy that is included
in income  except where the  distribution  or loan is made on or after the Owner
attains age 59 1/2,  is  attributable  to the Owner's becoming  disabled,  or is
part of a series of substantially  equal periodic payments for the life (or life
expectancy) of the Owner or the joint lives (or joint life  expectancies) of the
Owner and the Owner's beneficiary.
    DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT  CONTRACTS.
Distributions  from a  Policy  that is not a  modified  endowment  contract  are
generally  treated as first  recovering  the  investment in the Policy  (defined
below) and then, only after the return of all such investment in the Policy,  as
distributing  taxable  income.  An  exception to this general rule occurs in the
case of a  decrease  in the  Policy's  death  benefit or any other  change  that
reduces  benefits  under the  Policy in the first 15 years  after the  Policy is
issued  and that  results in a cash  distribution  to the Owner in order for the
Policy to continue complying with the Section 7702 definitional  limits.  Such a
cash  distribution  will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in Section 7702.
    Loans  from,  or  secured  by, a  Policy  that is not a  modified  endowment
contract are not treated as distributions. However, it is possible that loans in
effect after the eleventh Policy Year could be treated as  distributions  rather
than loans.
    Finally,  neither distributions (including distributions upon surrender) nor
loans from,  or secured by, a Policy that is not a modified  endowment  contract
are subject to the 10%  additional  income tax rule.  If a Policy which is not a
modified  endowment  contract becomes a modified  endowment  contract,  then any
distributions  made from the Policy within two years prior to the change in such
status will become taxable in accordance  with the modified  endowment  contract
rules discussed above.
    INVESTMENT IN THE POLICY.  Investment in the Policy means: (1) the aggregate
amount of any premium payments or other consideration paid for the Policy, minus
(2) the aggregate  amount received under the Policy which is excluded from gross
income of the Owner  (except that the amount of any loan from,  or secured by, a
Policy  that is a modified  endowment  contract,  to the extent  such  amount is
excluded from gross  income,  will be  disregarded),  plus (3) the amount of any
loan from, or secured by, a Policy that is a modified  endowment contract to the
extent that such amount is included in the gross income of the Owner.

O       SPECIAL TREATMENT OF POLICY LOAN INTEREST
        If there is any borrowing against the Policy, the interest paid on loans
generally is not be tax deductible.
                                       29
<PAGE>

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

O       OTHER POLICY OWNER TAX MATTERS
    Federal  and  state  estate,  inheritance  and  other  tax  consequences  of
ownership  or  receipt  of  proceeds  under the  Policy  depend  upon you or the
beneficiary's individual circumstances.
    The  Policy  may  continue  after  the  Insured  attains  age  100.  The tax
consequences  associated with continuing a Policy beyond age 100 are unclear.  A
tax advisor should be consulted on this issue.
    Section 817(h) of the Code requires the investments of the Variable  Account
to be "adequately  diversified" in accordance with Treasury  Regulations for the
Policy to qualify as a life  insurance  contract under Section 7702 of the Code.
Failure to comply with the diversification requirements may result in the Policy
not  qualifying  as life  insurance  under the Code,  which may  subject  you to
immediate  taxation on the incremental  increases in  Accumulation  Value of the
Policy  plus  the  cost  of  insurance  protection  for  the  year.  Regulations
specifying the  diversification  requirements have been issued by the Department
of Treasury, and we believe the Policy complies fully with such requirements.
    In  connection  with the issuance of the  diversification  regulations,  the
Treasury  Department  stated that it anticipates  the issuance of regulations or
rulings  prescribing the  circumstances in which your control of the investments
of the  Variable  Account  may cause you,  rather  than us, to be treated as the
owner of the assets in the Variable  Account.  To date, no such  regulations  or
guidance has been issued.  If you are  considered the owner of the assets of the
Variable  Account,  income and gains from the Account  would be included in your
gross income.
    The  ownership  rights  under the Policy are  similar to, but  different  in
certain  respects  from,  those  described  by the IRS in  rulings  in  which it
determined  that the owners  were not owners of  separate  account  assets.  For
example,  you have  additional  flexibility  in  allocating  Policy  Premium and
Accumulation  Values. These differences could result in you being treated as the
owner of a pro rata share of the assets of the Variable Account. In addition, we
do not know what standards will be set forth in the regulations or rulings which
the Treasury may issue.  We therefore  reserve the right to modify the Policy as
necessary  to  attempt to prevent  you from  being  considered  the owner of the
assets of the Variable Account.
     The  Policy may be used in various  arrangements,  including  non-qualified
deferred compensation or salary continuance plans, split dollar insurance plans,
executive bonus plans, tax exempt and nonexempt  welfare benefit plans,  retiree
medical  benefit plans and others.  The tax  consequences of such plans may vary
depending  on  the  particular  facts  and   circumstances  of  each  individual
arrangement.  Therefore,  if you are  contemplating the use of the Policy in any
arrangement  the value of which  depends  in part on its tax  consequences,  you
should be sure to consult a qualified tax advisor  regarding the tax  attributes
of the  particular  arrangement  and the  suitability  of this  product  for the
arrangement.  Moreover, in recent years, Congress has adopted new rules relating
to corporate owned life insurance.  Any business contemplating the purchase of a
new life insurance contract or a change in an existing contract should consult a
tax advisor.  
       Legislation has been  proposed in 1998 that, if enacted, would  adversely
affect the federal  taxation of certain  insurance  and annuity  contracts.  For
example,  one proposal  would tax  transfers  among  investment  options and tax
exchanges involving variable insurance contracts. A second proposal would reduce
the  "investment  in the contract"  under Cash Value Life  insurance and certain
annuity  contracts by certain amounts,  thereby  increasing the amount of income
for  purposes of computing  gain.  although  the  likelihood  of there being any
changes is uncertain,  there is always the possibility that the tax treatment of
the Policies could change by legislation  or other means.  Moreover,  it is also
possible that any change could be retroactive  (that is,  effective prior to the
date  of  the  change).  You  should  consult  a tax  advisor  with  respect  to
legislative developments and their effect on the Policy.

- -----------------------------------------------------------
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 (United of Omaha Life
                       Insurance Company)
Skutt, Thomas J.       Chairman of the Board (United of Omaha Life Insurance
Company)
Straus, Oscar S.       Investments; President, The Daniel and Florence
                       Guggenheim Foundation
Sturgeon, John A.      President (United of Omaha Life Insurance Company)
                                       30
<PAGE>

Wayne, Michael A.      Foundation and Cancer Institute Executive
Weekly, John W.        Vice Chairman of the Board and Chief Executive Officer
                       (United of Omaha Life 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 (Small Group and Information
                       Services)
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)
Lawrence F. Harr       Executive Vice President (Executive Counsel)
Randall C. Horn        Executive Vice President (Group Insurance)
M. Jane Huerter        Executive Vice President (Corporate Secretary; Corporate
                       Administration)
John L. Maginn         Executive Vice President (Treasurer; Chief
                       Investment Officer)
William C. Mattox      Executive Vice President (Federal Affairs)
Thomas J. McCusker     Executive Vice President (General Counsel)
Tommie  D. Thompson    Executive Vice President (Corporate Comptroller)

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

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

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

O       VOTING RIGHTS
    We own the Portfolio  shares held in the Variable Account and have the right
to vote those shares.  However,  to the extent  required by  applicable  Federal
securities law, we will give you, as Policy Owner,  the right to instruct us how
to vote the shares that are attributable to your Policy.
    The Policy  Owners who are  entitled  to give  voting  instructions  and the
number of shares  attributable  to their  Policies  will be determined as of the
record date for the meeting.  All Portfolio shares held in any Subaccount of the
Variable Account, or in any other separate account of ours or an affiliate,  the
policyholders  of which have rights of instruction with respect to the Portfolio
shares, and for which timely instructions are not received, will be voted in the
same proportion as (i) the aggregate cash value of policies giving instructions,
respectively,  to vote, for, against, or withhold votes on a proposition,  bears
to (ii) the total  Accumulation  Value in that  Subaccount  for all policies for
which voting instructions are received.  No voting privileges apply with respect
to Accumulation  Value removed from the Variable Account as a result of a Policy
loan.
                                       31
<PAGE>

    If  required  by  State  insurance  authorities,  we  may  disregard  voting
instructions if they would require that shares be voted to cause a change in the
investment  objectives  of  the  portfolios  or  to  approve  or  disapprove  an
investment advisory or underwriting  contract for a portfolio.  In addition,  we
may disregard  voting  instructions  in favor of changes,  initiated by a Policy
Owner  or an  Eligible  Fund's  Board of  Trustees,  in the  investment  policy,
investment  adviser  or  principal  underwriter  of  the  portfolio  if  we  (i)
reasonably  disapprove  of the  changes  and  (ii) in the  case of a  change  in
investment policy or investment  adviser,  make a good faith  determination that
the  proposed  change  is  contrary  to  State  law or is  prohibited  by  State
regulatory  authorities  or  that  the  change  would  be  inconsistent  with  a
Subaccount's investment objectives or would result in the purchase of securities
which vary from the general  quality and nature of  investments  and  investment
techniques  utilized by other separate accounts of ours or of an affiliated life
insurance company, which separate accounts have investment objectives similar to
those of the Subaccount.  If we do disregard voting  instructions,  a summary of
that action and the  reasons  for it will be  included  in the next  semi-annual
report to Policy Owners.

O       DISTRIBUTION OF THE POLICIES
        Mutual of Omaha  Investor  Services  ("MOIS"),  Mutual  of Omaha  Plaza,
Omaha, Nebraska 68175, is the principal underwriter of the Policy. Like us, MOIS
is a 100%  owned  subsidiary  of  Mutual  of Omaha  Insurance  Company.  MOIS is
registered  as a  broker-dealer  with  the SEC and is a member  of the  National
Association of Securities  Dealers,  Inc.  ("NASD").  MOIS contracts with one or
more registered  broker-dealers  ("Distributors")  to offer and sell the Policy.
All  persons  selling  the  Policy  will be  registered  representatives  of the
Distributors,  and will also be licensed as  insurance  agents to sell  variable
life insurance.  Commissions  paid  to  Distributors  may be up to 8 1/4% of the
Premium paid.

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

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

O       INDEPENDENT AUDITORS

     The Financial  Statements of United of Omaha Life  Insurance  Company as of
and for the year  ended  December  31,  1996,  and of United  of Omaha  Separate
Account B for the year ended  December  31,  1997 for the period from August 13,
1997 (inception) to December 31, 1997,  included in this Registration  Statement
have  been  audited  by  independent  auditors  Deloitte  & Touche  LLP,  Omaha,
Nebraska,  as stated in their report appearing herein. The financial  statements
of United of Omaha Life  Insurance  Company as of December 31, 1995, and for the
two years then ended was audited by independent auditors Coopers & Lybrand, LLP,
Omaha,  Nebraska,  as stated in their report  appearing  herein.  The  financial
statements of United of Omaha Life Insurance  Company should be considered  only
as bearing on the ability of United of Omaha to meet its  obligations  under the
Policies. They should not be considered as bearing on the investment performance
of the assets held in the Variable Account.

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

                                       32
<PAGE>

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

        The tables in this Section illustrate how the Policy operates. They show
how the Death Benefit,  Cash Surrender Value, and Accumulation  Value could vary
over an  extended  period of time  assuming  hypothetical  gross rates of return
(i.e.  investment  income and capital gains and losses,  realized or unrealized)
for the Variable Account equal to constant after tax annual rates of 0%, 6%, and
12%. The tables are  illustrated  for this Policy  based on Specified  Amount of
life  insurance  coverage of $250,000 and $500,000 for a male age 35, 45 and 55.
The  Insureds  are assumed to be preferred  rate class.  The tables  reflect the
0.70% mortality and expense risk charge  deducted from Variable  Account assets,
the monthly $7 administrative  charge,  the $2.00 premium processing charge, the
deduction of 3.75% of premium  payments for state (where  permitted) and federal
taxes  and the  current  cost of  insurance  charge.  The  tables  also  include
Accumulation  Values,  Cash  Surrender  Values and Death  Benefit  amounts  that
reflect a 0.90%  mortality  and expense risk charge,  the maximum  mortality and
expense charge the company is contractually  entitled to assess under the Policy
as well  as a cost  of  insurance  charge  based  upon  the  guaranteed  cost of
insurance charge.. These tables may assist in comparison of Death Benefits, Cash
Surrender  Values and  Accumulation  Values with those under other variable life
insurance policies that may be issued by United of Omaha or other companies.  It
is also assumed that no riders are attached to the base policy illustrated.

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

        The  amounts  for  the  Death  Benefit,   Cash  Surrender   Value,   and
Accumulation  Value shown in the tables  reflect the fact that an expense charge
and a charge for the cost of insurance are deducted from the Accumulation  Value
on each Monthly  Deduction  Date. The Cash Surrender  Values shown in the tables
reflect the fact that a Surrender Charge is deducted from the Accumulation Value
upon  surrender  or lapse  during  the  first 12 years  following  each  premium
payment. The amounts shown in the tables also take into account an average daily
charge equal to an annual charge of 0.89% of the average daily net assets of the
Portfolios for the investment  advisory fees and operating  expenses.  The gross
annual investment return rates of 0%, 6%, and 12% on the Portfolio's  assets are
equal  to  net  annual  investment  return  rates  of  -0.89%,   5.11%,  11.11%,
respectively.

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

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

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

                                       33

<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
      ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.93NET)

                      Male issue            age 45
                      Preferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $3,120


                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>            <C>          <C>            <C>   <C>            <C>        <C>       <C>    
    1              3,276        2,281          0     250,000        2,022            0    250,000
    2              6,716        4,482          0     250,000        3,951            0    250,000
    3             10,328        6,604        604     250,000        5,782            0    250,000
    4             14,120        8,642      2,642     250,000        7,512        1,512    250,000
    5             18,102       10,593      4,593     250,000        9,135        3,135    250,000
    6             22,283       12,461      7,211     250,000       10,642        5,392    250,000
    7             26,673       14,230      9,730     250,000       12,022        7,522    250,000
    8             31,283       15,890     12,140     250,000       13,260        9,510    250,000
    9             36,123       17,433     14,433     250,000       14,341       11,341    250,000
   10             41,205       18,848     16,598     250,000       15,251       13,001    250,000
   11             46,541       20,638     19,138     250,000       16,001       14,501    250,000
   12             52,145       22,325     21,575     250,000       16,551       15,801    250,000
   13             58,028       23,928     23,928     250,000       16,893       16,893    250,000
   14             64,205       25,421     25,421     250,000       17,004       17,004    250,000
   15             70,691       26,795     26,795     250,000       16,859       16,859    250,000
   16             77,502       28,041     28,041     250,000       16,427       16,427    250,000
   17             84,653       29,147     29,147     250,000       15,676       15,676    250,000
   18             92,162       30,065     30,065     250,000       14,555       14,555    250,000
   19            100,046       30,807     30,807     250,000       13,010       13,010    250,000
   20            108,324       31,358     31,358     250,000       10,987       10,987    250,000

   25            156,354       31,158     31,158     250,000            0            0    250,000
   35            295,889        5,171      5,171     250,000            0            0    250,000
</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 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.
                                       34

<PAGE>

<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.07% NET)

                      Male issue            age 45
                      Preferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $3,120


                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>            <C>           <C>           <C>   <C>            <C>           <C>      <C>    
    1              3,276         2,438         0     250,000        2,171            0    250,000
    2              6,716         4,939         0     250,000        4,374            0    250,000
    3             10,328         7,503     1,503     250,000        6,606          606    250,000
    4             14,120        10,130     4,130     250,000        8,863        2,863    250,000
    5             18,102        12,818     6,818     250,000       11,141        5,141    250,000
    6             22,283        15,572    10,322     250,000       13,428        8,178    250,000
    7             26,673        18,379    13,879     250,000       15,714       11,214    250,000
    8             31,283        21,232    17,482     250,000       17,985       14,235    250,000
    9             36,123        24,123    21,123     250,000       20,222       17,222    250,000
   10             41,205        27,044    24,794     250,000       22,411       20,161    250,000
   11             46,541        30,509    29,009     250,000       24,573       23,073    250,000
   12             52,145        34,063    33,313     250,000       26,658       25,908    250,000
   13             58,028        37,726    37,726     250,000       28,655       28,655    250,000
   14             64,205        41,480    41,480     250,000       30,539       30,539    250,000
   15             70,691        45,322    45,322     250,000       32,281       32,281    250,000
   16             77,502        49,249    49,249     250,000       33,848       33,848    250,000
   17             84,653        53,257    53,257     250,000       35,203       35,203    250,000
   18             92,162        57,309    57,309     250,000       36,292       36,292    250,000
   19            100,046        61,421    61,421     250,000       37,054       37,054    250,000
   20            108,324        65,587    65,587     250,000       37,429       37,429    250,000

   25            156,354        87,489    87,489     250,000       30,905       30,905    250,000
   35            295,889       135,917   135,917     250,000            0            0    250,000

</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 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.


                                       35

<PAGE>
<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.07% NET)

                      Male issue            age 45
                      Preferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $3,120



                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>            <C>           <C>           <C>   <C>             <C>              <C> <C>    
    1              3,276         2,595         0     250,000         2,321            0   250,000
    2              6,716         5,415         0     250,000         4,817            0   250,000
    3             10,328         8,479     2,479     250,000         7,503        1,503   250,000
    4             14,120        11,811     5,811     250,000        10,395        4,395   250,000
    5             18,102        15,434     9,434     250,000        13,507        7,507   250,000
    6             22,283        19,383    14,133     250,000        16,856       11,606   250,000
    7             26,673        23,677    19,177     250,000        20,453       15,953   250,000
    8             31,283        28,343    24,593     250,000        24,314       20,564   250,000
    9             36,123        33,413    30,413     250,000        28,453       25,453   250,000
   10             41,205        38,924    36,674     250,000        32,890       30,640   250,000
   11             46,541        45,447    43,947     250,000        37,704       36,204   250,000
   12             52,145        52,602    51,852     250,000        42,881       42,131   250,000
   13             58,028        60,476    60,476     250,000        48,459       48,459   250,000
   14             64,205        69,128    69,128     250,000        54,475       54,475   250,000
   15             70,691        78,643    78,643     250,000        60,968       60,968   250,000
   16             77,502        89,116    89,116     250,000        67,984       67,984   250,000
   17             84,653       100,653   100,653     250,000        75,579       75,579   250,000
   18             92,162       113,354   113,354     250,000        83,806       83,806   250,000
   19            100,046       127,376   127,376     250,000        92,734       92,734   250,000
   20            108,324       142,881   142,881     250,000       102,454      102,454   250,000

   25            156,354       250,171   250,171     290,198       167,969      167,969   250,000
   35            295,889       717,756   717,756     753,644       479,028      479,028   502,979

</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.

                                       36

<PAGE>
<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.93% NET)

                      Male issue            age 55
                      Preferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $5,220


                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>             <C>         <C>            <C>   <C>            <C>              <C>  <C>    
    1               5,481       3,688          0     250,000        2,852            0    250,000
    2              11,236       7,216          0     250,000        5,478            0    250,000
    3              17,279      10,601        351     250,000        7,871            0    250,000
    4              23,624      13,816      3,566     250,000       10,014            0    250,000
    5              30,286      16,852      6,602     250,000       11,883        1,633    250,000
    6              37,281      19,697     11,697     250,000       13,455        5,455    250,000
    7              44,626      22,338     16,338     250,000       14,700        8,700    250,000
    8              52,339      24,724     20,724     250,000       15,575       11,575    250,000
    9              60,437      26,863     24,863     250,000       16,033       14,033    250,000
   10              68,939      28,734     28,734     250,000       16,029       16,029    250,000
   11              77,867      31,057     31,057     250,000       15,546       15,546    250,000
   12              87,242      33,192     33,192     250,000       14,507       14,507    250,000
   13              97,085      35,188     35,188     250,000       12,863       12,863    250,000
   14             107,420      36,994     36,994     250,000       10,546       10,546    250,000
   15             118,272      38,597     38,597     250,000        7,460        7,460    250,000
   16             129,667      39,981     39,981     250,000        3,476        3,476    250,000
   17             141,631      41,047     41,047     250,000            0            0    250,000
   18             154,194      41,752     41,752     250,000            0            0    250,000
   19             167,384      42,048     42,048     250,000            0            0    250,000
   20             181,234      41,894     41,894     250,000            0            0    250,000

   25             261,592      34,674     34,674     250,000            0            0    250,000
   35             495,046           0          0     0                  0            0          0
</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.
                                       37
<PAGE>
<TABLE>
<CAPTION>

                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.07% NET)

                      Male issue            age 55
                      Preferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $5,220



                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>            <C>           <C>           <C>   <C>             <C>             <C>  <C>    
    1              5,481         3,947         0     250,000         3,085           0    250,000
    2             11,236         7,964         0     250,000         6,120           0    250,000
    3             17,279        12,070     1,820     250,000         9,096           0    250,000
    4             23,624        16,243     5,993     250,000        11,992       1,742    250,000
    5             30,286        20,473    10,223     250,000        14,778       4,528    250,000
    6             37,281        24,752    16,752     250,000        17,426       9,426    250,000
    7             44,626        29,071    23,071     250,000        19,900      13,900    250,000
    8             52,339        33,383    29,383     250,000        22,149      18,149    250,000
    9             60,437        37,696    35,696     250,000        24,117      22,117    250,000
   10             68,939        41,994    41,994     250,000        25,749      25,749    250,000
   11             77,867        47,002    47,002     250,000        27,030      27,030    250,000
   12             87,242        52,118    52,118     250,000        27,861      27,861    250,000
   13             97,085        57,401    57,401     250,000        28,173      28,173    250,000
   14            107,420        62,815    62,815     250,000        27,880      27,880    250,000
   15            118,272        68,365    68,365     250,000        26,867      26,867    250,000
   16            129,667        74,050    74,050     250,000        24,976      24,976    250,000
   17            141,631        79,806    79,806     250,000        22,006      22,006    250,000
   18            154,194        85,616    85,616     250,000        17,694      17,694    250,000
   19            167,384        91,465    91,465     250,000        11,728      11,728    250,000
   20            181,234        97,348    97,348     250,000         3,754       3,754    250,000

   25            261,592       128,870   128,870     250,000             0           0    250,000
   35            495,046       209,785   209,785     250,000             0           0          0
</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.

                                       38

<PAGE>
<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.07% NET)

                      Male issue            age 55
                      Preferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $5,220



                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ ---------   ------------- ---------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH         LATION     SURRENDER   DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE        VALUE    BENEFIT
<S> <C>             <C>           <C>           <C>    <C>            <C>              <C>       
    1               5,481         4,207         0      250,000        3,318            0  250,000
    2              11,236         8,745         0      250,000        6,793            0  250,000
    3              17,279        13,667     3,417      250,000       10,435          185  250,000
    4              23,624        18,986     8,736      250,000       14,245        3,995  250,000
    5              30,286        24,738    14,488      250,000       18,221        7,971  250,000
    6              37,281        30,960    22,960      250,000       22,361       14,361  250,000
    7              44,626        37,696    31,696      250,000       26,661       20,661  250,000
    8              52,339        44,959    40,959      250,000       31,104       27,104  250,000
    9              60,437        52,825    50,825      250,000       35,676       33,676  250,000
   10              68,939        61,356    61,356      250,000       40,364       40,364  250,000
   11              77,867        71,353    71,353      250,000       45,233       45,233  250,000
   12              87,242        82,354    82,354      250,000       50,228       50,228  250,000
   13              97,085        94,533    94,533      250,000       55,355       55,355  250,000
   14             107,420       108,002   108,002      250,000       60,614       60,614  250,000
   15             118,272       122,928   122,928      250,000       65,995       65,995  250,000
   16             129,667       139,503   139,503      250,000       71,474       71,474  250,000
   17             141,631       157,909   157,909      250,000       77,015       77,015  250,000
   18             154,194       178,410   178,410      250,000       82,565       82,565  250,000
   19             167,384       201,328   201,328      250,000       88,073       88,073  250,000
   20             181,234       227,057   227,057      250,000       93,507       93,507  250,000

   25             261,592       404,297   404,297      424,512      119,586      119,586  250,000
   35             495,046     1,150,764 1,150,764    1,208,302      150,413      150,413  250,000
</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 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.

                                       39
<PAGE>
<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.93% NET)

                      Female issue          age 45
                      Preferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $2,500



                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>            <C>          <C>            <C>   <C>            <C>              <C>  <C>    
    1              2,625        1,748          0     250,000        1,522            0    250,000
    2              5,381        3,436          0     250,000        2,972            0    250,000
    3              8,275        5,060         60     250,000        4,348            0    250,000
    4             11,314        6,621      1,621     250,000        5,648          648    250,000
    5             14,505        8,115      3,115     250,000        6,866        1,866    250,000
    6             17,855        9,547      5,297     250,000        7,998        3,748    250,000
    7             21,373       10,903      7,153     250,000        9,038        5,288    250,000
    8             25,066       12,177      9,177     250,000        9,975        6,975    250,000
    9             28,945       13,366     10,866     250,000       10,802        8,302    250,000
   10             33,017       14,463     12,713     250,000       11,519        9,769    250,000
   11             37,293       15,894     14,644     250,000       12,139       10,889    250,000
   12             41,782       17,253     16,753     250,000       12,646       12,146    250,000
   13             46,497       18,541     18,541     250,000       13,043       13,043    250,000
   14             51,446       19,754     19,754     250,000       13,332       13,332    250,000
   15             56,644       20,888     20,888     250,000       13,499       13,499    250,000
   16             62,101       21,939     21,939     250,000       13,525       13,525    250,000
   17             67,831       22,885     22,885     250,000       13,376       13,376    250,000
   18             73,848       23,715     23,715     250,000       13,013       13,013    250,000
   19             80,165       24,418     24,418     250,000       12,385       12,385    250,000
   20             86,798       24,983     24,983     250,000       11,459       11,459    250,000

   25            125,284       25,825     25,825     250,000        1,649        1,649    250,000
   35            237,091       10,137     10,137     250,000            0            0    250,000
</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 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.

                                       40
<PAGE>
<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.07% NET)

                      Female issue          age 45
                      Preferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $2,500



                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>            <C>           <C>           <C>   <C>             <C>             <C>  <C>    
    1              2,625         1,872         0     250,000         1,638           0    250,000
    2              5,381         3,791         0     250,000         3,299           0    250,000
    3              8,275         5,759       759     250,000         4,981           0    250,000
    4             11,314         7,773     2,773     250,000         6,681       1,681    250,000
    5             14,505         9,835     4,835     250,000         8,395       3,395    250,000
    6             17,855        11,948     7,698     250,000        10,117       5,867    250,000
    7             21,373        14,101    10,351     250,000        11,842       8,092    250,000
    8             25,066        16,290    13,290     250,000        13,557      10,557    250,000
    9             28,945        18,513    16,013     250,000        15,255      12,755    250,000
   10             33,017        20,763    19,013     250,000        16,933      15,183    250,000
   11             37,293        23,479    22,229     250,000        18,615      17,365    250,000
   12             41,782        26,271    25,771     250,000        20,275      19,775    250,000
   13             46,497        29,143    29,143     250,000        21,916      21,916    250,000
   14             51,446        32,095    32,095     250,000        23,539      23,539    250,000
   15             56,644        35,126    35,126     250,000        25,131      25,131    250,000
   16             62,101        38,237    38,237     250,000        26,670      26,670    250,000
   17             67,831        41,413    41,413     250,000        28,124      28,124    250,000
   18             73,848        44,647    44,647     250,000        29,449      29,449    250,000
   19             80,165        47,931    47,931     250,000        30,595      30,595    250,000
   20             86,798        51,262    51,262     250,000        31,520      31,520    250,000

   25            125,284        68,867    68,867     250,000        31,840      31,840    250,000
   35            237,091       106,430   106,430     250,000             0           0    250,000
</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 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.

                                       41
<PAGE>
<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.07% NET)

                      Female issue          age 45
                      Preferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $2,500



                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>            <C>           <C>            <C>  <C>             <C>              <C> <C>    
    1              2,625         1,996          0    250,000         1,755            0   250,000
    2              5,381         4,163          0    250,000         3,641            0   250,000
    3              8,275         6,517      1,517    250,000         5,669          669   250,000
    4             11,314         9,076      4,076    250,000         7,853        2,853   250,000
    5             14,505        11,858      6,858    250,000        10,202        5,202   250,000
    6             17,855        14,891     10,641    250,000        12,728        8,478   250,000
    7             21,373        18,188     14,438    250,000        15,444       11,694   250,000
    8             25,066        21,770     18,770    250,000        18,361       15,361   250,000
    9             28,945        25,665     23,165    250,000        21,492       18,992   250,000
   10             33,017        29,900     28,150    250,000        24,862       23,112   250,000
   11             37,293        34,961     33,711    250,000        28,537       27,287   250,000
   12             41,782        40,515     40,015    250,000        32,516       32,016   250,000
   13             46,497        46,616     46,616    250,000        36,840       36,840   250,000
   14             51,446        53,322     53,322    250,000        41,550       41,550   250,000
   15             56,644        60,697     60,697    250,000        46,683       46,683   250,000
   16             62,101        68,813     68,813    250,000        52,272       52,272   250,000
   17             67,831        77,738     77,738    250,000        58,348       58,348   250,000
   18             73,848        87,558     87,558    250,000        64,942       64,942   250,000
   19             80,165        98,370     98,370    250,000        72,086       72,086   250,000
   20             86,798       110,290    110,290    250,000        79,835       79,835   250,000

   25            125,284       192,004    192,004    250,000       131,039      131,039   250,000
   35            237,091       554,625    554,625    582,357       367,786      367,786   386,175
</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.

                                       42
<PAGE>
<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.93% NET)

                      Male issue            age 45
                      Nonpreferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $3,120



                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>            <C>          <C>            <C>   <C>            <C>              <C>  <C>    
    1              3,276        2,202          0     250,000        2,022            0    250,000
    2              6,716        4,322          0     250,000        3,951            0    250,000
    3             10,328        6,355        355     250,000        5,782            0    250,000
    4             14,120        8,300      2,300     250,000        7,512        1,512    250,000
    5             18,102       10,153      4,153     250,000        9,135        3,135    250,000
    6             22,283       11,906      6,656     250,000       10,642        5,392    250,000
    7             26,673       13,549      9,049     250,000       12,022        7,522    250,000
    8             31,283       15,072     11,322     250,000       13,260        9,510    250,000
    9             36,123       16,468     13,468     250,000       14,341       11,341    250,000
   10             41,205       17,719     15,469     250,000       15,251       13,001    250,000
   11             46,541       19,240     17,740     250,000       16,001       14,501    250,000
   12             52,145       20,639     19,889     250,000       16,551       15,801    250,000
   13             58,028       21,915     21,915     250,000       16,893       16,893    250,000
   14             64,205       23,059     23,059     250,000       17,004       17,004    250,000
   15             70,691       24,058     24,058     250,000       16,859       16,859    250,000
   16             77,502       24,902     24,902     250,000       16,427       16,427    250,000
   17             84,653       25,548     25,548     250,000       15,676       15,676    250,000
   18             92,162       25,968     25,968     250,000       14,555       14,555    250,000
   19            100,046       26,133     26,133     250,000       13,010       13,010    250,000
   20            108,324       26,016     26,016     250,000       10,987       10,987    250,000

   25            156,354       21,449     21,449     250,000            0            0    250,000
   35            295,889            0          0     250,000            0            0    250,000
</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 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.

                                       43
<PAGE>
<TABLE>
<CAPTION>


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.07% NET)

                      Male issue            age 45
                      Nonpreferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $3,120



                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>            <C>          <C>            <C>   <C>            <C>              <C>  <C>    
    1              3,276        2,357          0     250,000        2,171            0    250,000
    2              6,716        4,768          0     250,000        4,374            0    250,000
    3             10,328        7,232      1,232     250,000        6,606          606    250,000
    4             14,120        9,747      3,747     250,000        8,863        2,863    250,000
    5             18,102       12,311      6,311     250,000       11,141        5,141    250,000
    6             22,283       14,919      9,669     250,000       13,428        8,178    250,000
    7             26,673       17,560     13,060     250,000       15,714       11,214    250,000
    8             31,283       20,227     16,477     250,000       17,985       14,235    250,000
    9             36,123       22,911     19,911     250,000       20,222       17,222    250,000
   10             41,205       25,599     23,349     250,000       22,411       20,161    250,000
   11             46,541       28,714     27,214     250,000       24,573       23,073    250,000
   12             52,145       31,880     31,130     250,000       26,658       25,908    250,000
   13             58,028       35,099     35,099     250,000       28,655       28,655    250,000
   14             64,205       38,364     38,364     250,000       30,539       30,539    250,000
   15             70,691       41,669     41,669     250,000       32,281       32,281    250,000
   16             77,502       45,006     45,006     250,000       33,848       33,848    250,000
   17             84,653       48,341     48,341     250,000       35,203       35,203    250,000
   18             92,162       51,650     51,650     250,000       36,292       36,292    250,000
   19            100,046       54,913     54,913     250,000       37,054       37,054    250,000
   20            108,324       58,107     58,107     250,000       37,429       37,429    250,000

   25            156,354       73,434     73,434     250,000       30,905       30,905    250,000
   35            295,889       89,180     89,180     250,000            0            0    250,000
</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 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.

                                       44
<PAGE>
<TABLE>
<CAPTION>


                            UNITED OF OMAHA LIFE INSURANCE COMPANY
                           FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                  HYPOTHETICAL ILLUSTRATION
           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.07% NET)

                      Male issue            age 45
                      Nonpreferred Nontobacco Class
                      Initial Specified Amount      $250,000
                      Annual Planned Premium       $3,120



                                    CURRENT CHARGES *                   GUARANTEED CHARGES **
                              --------- ------------ --------    ------------ ----------- --------
                 PREMIUMS
 END OF         ACCUMULATD    ACCUMU-      CASH                    ACCUMU-       CASH
CONTRACT      AT 5% INTEREST   LATION    SURRENDER    DEATH        LATION     SURRENDER    DEATH
  YEAR           PER YEAR      VALUE       VALUE     BENEFIT        VALUE       VALUE     BENEFIT
<S> <C>             <C>          <C>           <C>   <C>             <C>             <C>  <C>    
    1               3,276        2,512         0     250,000         2,321           0    250,000
    2               6,716        5,234         0     250,000         4,817           0    250,000
    3              10,328        8,184     2,184     250,000         7,503       1,503    250,000
    4              14,120       11,383     5,383     250,000        10,395       4,395    250,000
    5              18,102       14,852     8,852     250,000        13,507       7,507    250,000
    6              22,283       18,614    13,364     250,000        16,856      11,606    250,000
    7              26,673       22,689    18,189     250,000        20,453      15,953    250,000
    8              31,283       27,101    23,351     250,000        24,314      20,564    250,000
    9              36,123       31,880    28,880     250,000        28,453      25,453    250,000
   10              41,205       37,052    34,802     250,000        32,890      30,640    250,000
   11              46,541       43,100    41,600     250,000        37,704      36,204    250,000
   12              52,145       49,713    48,963     250,000        42,881      42,131    250,000
   13              58,028       56,956    56,956     250,000        48,459      48,459    250,000
   14              64,205       64,895    64,895     250,000        54,475      54,475    250,000
   15              70,691       73,605    73,605     250,000        60,968      60,968    250,000
   16              77,502       83,173    83,173     250,000        67,984      67,984    250,000
   17              84,653       93,675    93,675     250,000        75,579      75,579    250,000
   18              92,162      105,215   105,215     250,000        83,806      83,806    250,000
   19             100,046      117,916   117,916     250,000        92,734      92,734    250,000
   20             108,324      131,927   131,927     250,000       102,454     102,454    250,000

   25             156,354      229,428   229,428     266,136       167,969     167,969    250,000
   35             295,889      658,691   658,691     691,625       479,028     479,028    502,979
</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.

                                       45

<PAGE>
<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' REPORTS
DECEMBER 31, 1996, 1995 AND 1994

                                       47
<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


                                       48
<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]


                                       49
<PAGE>
UNITED OF OMAHA LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY)

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND SURPLUS
DECEMBER 31, 1996 AND 1995
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

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 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
                                                                             =========== ==========

</TABLE>

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

                                       50
<PAGE>

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

STATUTORY STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                  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
                                                                  =========   =========   ========
</TABLE>

The  accompanying  notes  are an  integral  part of  these  statutory  financial
statements.
                                       51
<PAGE>


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

STATUTORY STATEMENTS OF CHANGES IN SURPLUS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                 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
                                                                ==========  ==========  =========

</TABLE>

The  accompanying  notes  are an  integral  part of  these  statutory  financial
statements.
                                       52
<PAGE>


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

STATUTORY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             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
                                                              ==========     ==========  =========

</TABLE>

The  accompanying  notes  are an  integral  part of  these  statutory  financial
statements.
                                       53
<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
                                       54
<PAGE>

     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
                                       55
<PAGE>

     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
                                       56
<PAGE>

     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 
                                         ==========     =========    ========       =========  
                                       57
<PAGE>

                                            COST OR       GROSS      GROSS      ESTIMATED
                                           AMORTIZED   UNREALIZED  UNREALIZED     FAIR
                                              COST        GAINS      LOSSES       VALUE
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 
                                          ==========   ==========   ========= 

                                       58

<PAGE>

     Realized  capital  gains  and  losses on  invested  assets  consist  of the
following:
                                                                       NET
                                               GROSS       GROSS     REALIZED
                                             REALIZED    REALIZED      GAINS
                                               GAINS      LOSSES     (LOSSES)
Year ended December 31, 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.


                                       59
<PAGE>

     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
                                       60
<PAGE>

     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.
                                       61
<PAGE>

     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
                                       62
<PAGE>

     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.
                                       63
<PAGE>

     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 
                                              ==========   ========   ======== 
                                                                     
                                       64
<PAGE>


     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.

                                       65

<PAGE>


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.


                                       66
<PAGE>


         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.

                                       67

<PAGE>

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


STATUTORY FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
AND FOR THE NINE MONTH PERIODS ENDED
SEPTEMBER 30, 1997 AND 1996

                                       68
<PAGE>

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

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND SURPLUS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(IN THOUSANDS)
- -----------------------------------------------------------------------------
                                                     UNAUDITED)
                                                     PTEMBER 30, DECEMBER 31,
ADMITTED ASSETS                                        1997         1996

Cash and invested assets :
  Bonds                                              $ 6,777,460 $ 6,194,033
  Preferred stocks                                         2,967       2,967
  Common stocks                                           99,403     206,792
  Mortgage loans                                         763,884     914,877
  Real estate occupied by the Company                     83,459      85,958
  Real estate acquired in satisfaction of debt            25,178      47,288
  Investment in real estate                                2,468       9,930
  Policy loans                                           123,766     118,150
  Cash and short-term investments                         26,977     117,502
  Other invested assets                                   78,609      70,027
                                                          -------     ------
           Total cash and invested assets              7,984,171   7,767,524

Premiums deferred and uncollected                        100,575      94,802
Investment income due and accrued                         80,794      75,193
Electronic data processing equipment, net                 41,745      44,971
Receivable from parent, subsidiaries and affiliates       26,932       8,075
Other assets                                              50,631      47,050
Separate accounts assets                                 849,326     499,423
                                                         --------    -------

           Total admitted assets                     $ 9,134,174 $ 8,537,038
                                                     =========== ===========

LIABILITIES

Policy reserves:
  Aggregate reserve for policies and contracts       $ 5,798,953 $ 5,427,996
  Liability for premium and other deposit funds        1,549,044   1,670,294
  Policy and contract claims                              59,789      49,317
  Other                                                   74,080      74,171
                                                          -------     ------
           Total policy reserves                       7,481,866   7,221,778

Interest maintenance reserve                              21,358      26,872
Asset valuation reserve                                   97,862     114,495
General expenses and taxes due or accrued                 39,676      35,147
Federal income taxes due or accrued                       15,774      20,241
Other liabilities                                         62,006      84,293
Separate accounts liabilities                            849,289     499,392
                                                         --------    -------
           Total liabilities                           8,567,831   8,002,218
                                                       ----------  ---------

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                                      494,619     463,096
                                                        --------    -------
           Total surplus                                566,343     534,820
                                                        --------    -------

           Total liabilities and surplus            $ 9,134,174 $ 8,537,038
                                                    ============ ===========

The  accompanying  note  is  an  integral  part  of  these  statutory  financial
statements.
                                       69
<PAGE>

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

STATUTORY STATEMENTS OF INCOME
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996
(IN THOUSANDS)
- --------------------------------------------------------------------------------
                                                         (UNAUDITED)
                                                  FOR THE NINE MONTHS ENDED
                                                        SEPTEMBER 30,
                                                  --------------------------
                                                      1997         1996

Income:
  Net premiums and annuity considerations             $ 898,698   $ 984,046
  Other considerations and fund deposits                227,122     197,722
  Net investment income                                 428,725     405,857
  Other income                                           19,010      15,072
                                                         -------     ------

           Total income                               1,573,555   1,602,697
                                                      ----------  ---------

Benefits and expenses:
  Policyholder and beneficiary benefits                 763,190     680,353
  Increase in reserves for policyholder and
  beneficiary benefits                                  297,068     439,956
  Commissions                                           100,381      94,304
  Operating expenses                                    147,853     117,639
  Expense realignment costs                               2,511       5,848
  Net transfers to separate accounts                    207,049     217,440
                                                        --------    -------

           Total benefits and expenses                1,518,052   1,555,540
                                                      ----------  ---------

           Net gain from operations before federal income taxes and
             net realized capital gains                 55,503      47,157

Federal income taxes                                    30,027      27,300
                                                        -------     ------

           Net gain from operations before net 
               realized capital gains                   25,476      19,857

Net realized capital gains                              43,798      24,310
                                                        -------     ------

           Net income                                 $ 69,274    $ 44,167
                                                      =========   ========

The  accompanying  note  is  an  integral  part  of  these  statutory  financial
statements.
                                       70
<PAGE>
UNITED OF OMAHA LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY)

STATUTORY STATEMENTS OF CHANGES IN SURPLUS
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997 AND FOR
THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS)
- --------------------------------------------------------------------------------
                                                           (UNAUDITED)
                                                    FOR THE NINE MONTHS ENDED
                                                          SEPTEMBER 30,
                                                  ------------------------------
                                                          1997           1996

Capital stock:
  Balance at beginning and end of year                  $ 9,000       $ 9,000
                                                        --------      -------

Gross paid-in and contributed surplus:
  Balance at beginning and end of year                   62,724        62,724
                                                         -------       ------

Unassigned surplus:
  Balance at beginning of year                          463,096       440,889
  Net income                                             69,274        54,608
  Change in net unrealized capital gains (losses)       (49,203)      (23,064)
  (Increase) decrease in:
    Non-admitted assets                                  (5,481)        2,561
    Asset valuation reserve                              16,633        (8,150)
  Other, net                                                300        (3,748)
                                                            ----       -------

  Balance at end of year                                494,619       463,096
                                                        --------      -------

           Total surplus                              $ 566,343     $ 534,820
                                                      ==========    =========


The accompanying note is an integral part of these statutory financial
statements.

                                       70
<PAGE>
UNITED OF OMAHA LIFE INSURANCE COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY)

STATUTORY STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996
(IN THOUSANDS)
- --------------------------------------------------------------------------------
                                                           (UNAUDITED)
                                                    FOR THE NINE MONTHS ENDED
                                                          SEPTEMBER 30,
                                                    ----------------------------
                                                       1997           1996
Cash from operations:
  Premiums, considerations and other fund deposits   $ 1,120,022    $ 1,194,843
  Net investment income                                  417,623        393,799
  Other income                                            18,544         26,491
  Benefits                                              (756,983)      (675,729)
  Commissions and general expenses                      (245,446)      (228,267)
  Federal income taxes                                   (52,147)       (32,700)
  Net transfers to separate accounts                    (218,176)      (217,413)
                                                        ----------     ---------
           Net cash from operations                      283,437        461,024
                                                         --------       -------

Cash from investments:
  Proceeds from investments sold, 
    redeemed or matured:
    Bonds                                                751,560        623,438
    Mortgage loans                                       169,254         97,754
    Stocks                                               130,358         45,191
    Real estate                                           37,061         13,355
    Other invested assets                                 16,956          4,681
  Tax on capital gains                                    (4,472)        (9,665)
  Cost of investments acquired:
    Bonds                                             (1,325,408)    (1,242,383)
    Mortgage loans                                       (18,454)       (17,044)
    Stocks                                               (11,902)       (19,689)
    Other invested assets                                (22,826)       (31,971)
    Real estate                                          (11,536)        (3,699)
  Net increase in policy loans                            (5,619)        (5,430)
                                                          --------       -------
           Net cash from investments                    (295,028)      (545,462)
                                                        ----------     ---------

Cash from financing and other sources:
  Other cash provided                                     10,796         24,447
  Other cash used                                        (89,730)       (10,341)
                                                         ---------      --------
           Net cash from financing and other sources     (78,934)        14,106
                                                         ---------       ------

Net change in cash and short-term investments            (90,525)       (70,332)

Cash and short-term investments:
  Beginning of year                                      117,502        176,000
                                                         --------       -------

  End of period                                         $ 26,977      $ 105,668
                                                        =========     =========

The  accompanying  note  is  an  integral  part  of  these  statutory  financial
statements.
                                       72
<PAGE>


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


NOTE TO STATUTORY FINANCIAL STATEMENTS
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996

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


1.   BASIS OF PRESENTATION

     United of Omaha Life  Insurance  Company  (the  Company) is a  wholly-owned
     subsidiary of Mutual of Omaha Insurance  Company,  a mutual life and health
     and accident insurance company domiciled in the State of Nebraska.

     The accompanying interim statutory 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.  In the  opinion  of
     management,  all  adjustments  (consisting  of normal  recurring  accruals)
     considered necessary for fair presentation have been included.  The results
     of  operations  for the nine  months  ended  September  30,  1997,  are not
     necessarily  indicative  of the results  that may be  expected  for further
     periods. For future information,  refer to the audited financial statements
     and footnotes hereto of United of Omaha Life Insurance Company for the year
     ended December 31, 1996.

     The accompanying  statutory financial statements vary in some respects from
     those  that  would be  presented  in  conformity  with  generally  accepted
     accounting principles.  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 are  presumed  to be
     material.



                                       73
<PAGE>

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

UNITED OF OMAHA
SEPARATE ACCOUNT B



FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT
AS OF DECEMBER 31, 1997 AND FOR
THE PERIOD FROM AUGUST 13, 1997
(INCEPTION) TO DECEMBER 31, 1997

                                       74
<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Board of Directors
United of Omaha Life Insurance Company



We have  audited  the  accompanying  statement  of net assets of United of Omaha
Separate  Account B as of  December  31,  1997,  and the related  statements  of
operations  and  changes  in net  assets for the  period  from  August 13,  1997
(inception) to December 31, 1997. Our responsibility is to express an opinion on
these financial  statements based on our audit. 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.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of United of Omaha  Separate
Account B as of December 31, 1997, and the results of its operations and changes
in its net assets for the period from August 13,  1997  (inception)  to December
31, 1997 in conformity with generally accepted accounting principles.


/s/ Deloitte & Touche LLP


Deloitte & Touche LLP


February 2, 1998

                                       75
<PAGE>
UNITED OF OMAHA SEPARATE ACCOUNT B

STATEMENT OF NET ASSETS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                T. ROWE
                                 FIDELITY        SCUDDER         PRICE       PIONEER    FEDERATED        ALGER
                                ------------  --------------- ----------- -----------------------    ----------------
                                                                                          PRIME        AMERICAN
                                 EQUITY -                        EQUITY      CAPITAL      MONEY         SMALL
ASSETS                            INCOME      INTERNATIONAL      INCOME      GROWTH      FUND II     CAPITALIZATION    TOTAL

Investments in portfolio shares,
<S>                                <C>          <C>           <C>           <C>           <C>       <C>             <C>     
  at cost                          $ 16,898     $ 16,894      $ 17,474      $ 16,899      $ -       $ 16,900        $ 85,065
                                   =========    =========     =========     ========      ====      =========       ========

Investments in portfolio shares,
  at market value                  $ 17,281     $ 16,614      $ 17,560      $ 16,359      $ -       $ 16,025        $ 83,839
                                   ---------    ---------     ---------     --------      ----      ---------       --------

Net assets                         $ 17,281     $ 16,614      $ 17,560      $ 16,359      $ -       $ 16,025        $ 83,839
                                   =========    =========     =========     ========      ====      =========       ========

Accumulation units outstanding        1,639        1,762         1,629         1,613        -          1,576              -
                                      ======       ======        ======        =====        ==         ======             =

Net asset value per unit            $ 10.54       $ 9.43       $ 10.78       $ 10.14      $ -        $ 10.17            $ -
                                    ========      =======      ========      =======      ====         ========          ===

</TABLE>

The accompanying notes are an integral part of these financial statements.
                                        76
<PAGE>
UNITED OF OMAHA SEPARATE ACCOUNT B

STATEMENT OF OPERATIONS 
FOR THE PERIOD FROM AUGUST 13, 1997 (INCEPTION) TO DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                            ------------------------------------
                                                                            T. ROWE
                                              FIDELITY       SCUDDER         PRICE     PIONEER     FEDERATED    ALGER
                                            -------------  -------------  ----------- ----------  ----------- ------------
                                                                                                   PRIME        AMERICAN
                                              EQUITY -                      EQUITY     CAPITAL     MONEY         SMALL
                                               INCOME      INTERNATIONAL    INCOME     GROWTH      FUND II  CAPITALIZATION  TOTAL
Investment income:
<S>                                                  <C>        <C>         <C>          <C>      <C>             <C>        <C>  
  Reinvested dividends                               $ -        $ -         $ 575        $ -      $ 181           $ -        $ 756
  Account charges (Note 2)                           (60)       (61)          (60)       (58)      (151)          (58)        (448)
                                                     -----      -----         -----      -----     ------         -----       -----
           Net investment income (expense)           (60)       (61)          515        (58)        30           (58)         308
                                                     -----      -----         ----       -----       ---          -----

Gains (losses) on investments:
  Net realized gains (losses)                          1         (3)            2          -          -             2            2
  Net change in unrealized gains (losses)            383       (279)           86       (539)        -           (875)      (1,224)
                                                     ----      ------          ---      ------       --          ------     -------
           Net gains (losses) on investments         384       (282)           88       (539)        -           (873)      (1,222)
                                                     ----      ------          ---      ------       --          ------     -------
           Increase (decrease) in net assets
              for operations                         324       (343)          603       (597)        30          (931)        (914)
                                                     ===       =====          ===       ====         ===         =====        =====

</TABLE>


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

                                        77
<PAGE>
UNITED OF OMAHA SEPARATE ACCOUNT B

STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM AUGUST 13, 1997 (INCEPTION) TO DECEMBER 31, 1997
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                         ---------------------------------------
                                                                  T. ROWE
                                         FIDELITY     SCUDDER      PRICE     PIONEER  FEDERATED       ALGER
                                         ---------   ----------   --------- --------------------    ----------
                                                                                       PRIME        AMERICAN
                                         EQUITY -                  EQUITY    CAPITAL    MONEY         SMALL
                                          INCOME     INTERNATIONAL INCOME    GROWTH    FUND II    CAPITALIZATION    TOTAL
From operations:
<S>                                         <C>        <C>         <C>        <C>        <C>          <C>           <C>  
  Net investment income (expense)           $ (60)     $ (61)      $ 515      $ (58)     $ 30         $ (58)        $ 308
  Net realized gains (losses)                   1         (3)          2          -         -             2             2
  Net change in unrealized gains (losses)     383       (279)         86       (539)       -           (875)       (1,224)
                                              ----      ------        ---      ------      --          ------      -------
                                              324       (343)        603       (597)       30          (931)         (914)
                                              ----      ------       ----      ------      ---         ------        -----

From policyowner transactions:
  Policy purchases                                                                      84,753                      84,753
  Policy transfers                          16,957     16,957      16,957     16,956   (84,753)        16,956            -
                                                                                       --------                    --------
                                            16,957     16,957      16,957     16,956       (30)        16,956       84,783
                                            -------    -------     -------    -------   -------       --------     --------
                                                                                     
Increase in net assets                      17,281     16,614      17,560     16,359         -        16,025        83,839

Net assets, beginning of year                  -          -           -          -         -             -             -
                                               --         --          --         --        --            --            -

Net assets, end of year                  $ 17,281   $ 16,614    $ 17,560   $ 16,359      $ -       $ 16,025      $ 83,839
                                         =========  =========   =========  =========     ====      =========     ========

Accumulation unit purchases                 1,645      1,768       1,635      1,619    84,783         1,582             -
Accumulation unit withdrawals                   6          6           6          6    84,783             6            -
                                                --         --          --         --   -------            --           -

Net increase in units outstanding           1,639      1,762       1,629      1,613         -         1,576             -

Units outstanding, beginning of year           -          -           -          -         -             -             -
                                               --         --          --         --        --            --            -

Units outstanding, end of year              1,639      1,762       1,629      1,613        -          1,576            -
                                            ======     ======      ======     ======       ==         ======           =

</TABLE>

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

                                        78
<PAGE>


UNITED OF OMAHA SEPARATE ACCOUNT B

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND
FOR THE PERIOD FROM AUGUST 13, 1997 (INCEPTION) TO DECEMBER 31, 1997
- --------------------------------------------------------------------------------


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     United of Omaha Separate  Account B (Separate  Account) was  established by
     United of Omaha Life Insurance Company on August 13, 1997, under procedures
     established by Nebraska law, and is registered as a unit  investment  trust
     under the Investment Company Act of 1940, as amended.  The Separate Account
     is  a  segregated  investment  account  of  United  of Omaha Life Insurance
     Company (United of Omaha). It is divided into sub-accounts,  each of  which
     invests  exclusively in shares of a  corresponding  mutual  fund portfolio.
     The available portfolios are:

                    ALGER                                   FEDERATED

       American Growth                             Prime Money Fund II
       American Small Capitalization               U.S. Government Securities

                  FIDELITY                                    MFS

       Asset Manager:  Growth                      Emerging Growth
       Equity Income                               High Income Fund
       Contrafund                                  Research
       Index 500                                   World Government
                                                   Value Series

                   PIONEER                                   SCUDDER

       Capital Growth                              Global Discovery
       Real Estate                                 Growth & Income
                                                   International

                T. ROWE PRICE

       Equity Income
       International
       Limited Term Bond
       New America Growth
       Personal Strategy Balanced

     The following significant accounting policies, which are in conformity with
     generally  accepted  accounting  principles  for unit investment trust, are
     consistently used in the preparation of its financial statements.

     SECURITY VALUATION  TRANSACTIONS AND RELATED INVESTMENT INCOME: Investments
     in  mutual funds  are  recorded  at  their  net  asset  value.   Investment
     transactions are accounted for on the trade date (date the order to  buy or
     sell is  executed)  and  dividend  income is recorded  on  the  ex-dividend
     date.

     FEDERAL INCOME TAXES:  Operations of the Separate  Account are part of, and
     are taxed  with,  the  operations  of United of Omaha,  which is taxed as a
     "life insurance company" under the Internal Revenue Code.

2.   ACCOUNT CHARGES

     United of Omaha deducts an administrative  charge on each monthly deduction
     date.  This  charge is set at an annual  rate of 0.24% of the  accumulation
     value on each monthly deduction date.

     A tax expense charge will be deducted 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 to  reimburse  United  of Omaha  for  state  premium  taxes,  federal
     deferred acquisition cost taxes, and related administrative expenses.
                                        79
<PAGE>

     United of Omaha deducts a monthly charge as compensation  for the mortality
     and  expense  risks  assumed by United of Omaha.  The charge is equal to an
     annual rate of 0.90% of the  accumulation  value on each monthly  deduction
     date.

     United of Omaha  deducts  a monthly  charge  from the  entire  accumulation
     value.  This deduction  includes an expense charge of 1.53%  annualized for
     the first ten policy years and 1.14% for policy years thereafter,  plus the
     cost of  insurance  charge.  The cost of  insurance  charge is based on the
     duration of the policy and the insured's rate class as follows:


    Policy Year                      Accumulation   Accumulation
                                        VALUE          VALUE
                                       OF $45,000   GREATER THAN
                                       OR LESS        $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 %


     United  of Omaha  may  charge a $10 fee for any  transfer  in  excess of 12
transfers per policy year. This charge is deducted from the amount transferred.

     A  surrender  charge  will be  deducted  on a full  surrender  or a partial
withdrawal from the amount requested to be surrendered.

     The  amount of the  charge  will  depend  upon the period of time since the
premium was paid, calculated as follows:

                                                         SURRENDER
             YEARS SINCE PREMIUM PAYMENT                  CHARGE
                                        
             1                                             9.5 %
             2                                             9.5 %
             3                                             9.5 %
             4                                             9.0 %
             5                                             7.5 %
             6                                             6.0 %
             7                                             4.5 %
             8                                             3.0 %
             9                                             1.5 %
             10 & later                                           -
                                       80
<PAGE>

3.   NET ASSETS

     Total net assets (policyowners'  cumulative investment accounts) consist of
the following at December 31, 1997:
<TABLE>
<CAPTION>

                                 T. ROWE
                                FIDELITY         SCUDDER          PRICE       PIONEER      FEDERATED       ALGER
                                ------------ --------------- -------------- -------------  -----------  --------------
                                                                                                         AMERICAN
                                 EQUITY                           EQUITY      CAPITAL         MONEY        SMALL
                                 INCOME       INTERNATIONAL       INCOME       GROWTH        MARKET    CAPITALIZATION       TOTAL

<S>                              <C>           <C>             <C>         <C>           <C>          <C>              <C>      
Shares purchased                 $ 16,957      $ 16,957        $ 16,957    $ 16,956      $ 84,753     $ 16,956         $ 169,536
Shares sold                             -             -               -           -       (84,783)           -           (84,783)
Investment income (expense)           (60)          (61)            515         (58)           30          (58)              308
Net realized gains (losses)             1            (3)              2           -             -            2                 2
Unrealized gains (losses) on
  investments                         383          (279)             86        (539)           -          (875)           (1,224)
                                      ----         ------            ---       ------          --         ------          -------

Net assets at December 31, 1997  $ 17,281      $ 16,614        $ 17,560    $ 16,359          $ -      $ 16,025          $ 83,839
                                 =========     =========       =========   =========         ====     =========         ========
</TABLE>

                                       81
<PAGE>




                                   APPENDIX A

VARIABLE PAYOUT OPTIONS

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

FIRST VARIABLE PAYMENT

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

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

SECOND AND LATER VARIABLE PAYMENTS

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


The amount of each variable payment after the first equals:

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

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

VARIABLE PAYMENT UNIT VALUE

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

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

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

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

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

<PAGE>

NUMBER OF VARIABLE PAYMENT UNITS

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

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

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

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

EXCHANGE OF VARIABLE PAYMENT UNITS

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

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

No more than four exchanges may be made each year.

<TABLE>
<CAPTION>


                          VARIABLE PAYOUT OPTIONS TABLE

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

- -----------------------------------------------------------------------------------------------
                FEMALE RATES                                     MALE RATES
- ---------------------------------------------- ------------------------------------------------
  Age     20 Year   10       Life     Installme20       10 Year    Life      Installment Age
          Certain   Year      Only    Refund   Year     Certain      Only     Refund
           & Life   Certain                    Certain   & Life
                    & Life                     & Life
<S>         <C>        <C>       <C>      <C>     <C>     <C>          <C>     <C>     <C>
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   0        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       0
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   1        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       1
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   2        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       2
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   3        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       3
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   4        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       4
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   5        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       5
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   6        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       6
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   7        3.44     3.44     3.44     3.44     3.49      3.49       3.50      3.49       7
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   8        3.44     3.45     3.45     3.44     3.50      3.50       3.51      3.50       8
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   9        3.45     3.45     3.45     3.45     3.51      3.51       3.51      3.50       9
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   10       3.46     3.46     3.46     3.46     3.52      3.52       3.53      3.51       10
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   11       3.47     3.47     3.47     3.47     3.53      3.53       3.53      3.52       11
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   12       3.48     3.48     3.48     3.47     3.54      3.54       3.54      3.53       12
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   13       3.48     3.49     3.49     3.48     3.55      3.55       3.56      3.54       13
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   14       3.49     3.50     3.50     3.49     3.56      3.57       3.57      3.56       14
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   15       3.50     3.51     3.51     3.50     3.57      3.58       3.58      3.57       15
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   16       3.51     3.51     3.52     3.51     3.58      3.59       3.59      3.58       16
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   17       3.52     3.53     3.53     3.52     3.60      3.60       3.60      3.59       17
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   18       3.53     3.54     3.54     3.53     3.61      3.62       3.62      3.60       18
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   19       3.54     3.55     3.55     3.54     3.62      3.63       3.63      3.62       19
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   20       3.55     3.56     3.56     3.55     3.64      3.64       3.65      3.63       20
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   21       3.57      357     3.57     3.56     3.65      3.66       3.66      3.65       21
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   22       3.58     3.58     3.58     3.58     3.67      3.67       3.68      3.66       22
- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   23       3.59     3.60     3.60     3.59     3.68      3.69       3.70      3.68       23

<PAGE>

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

<PAGE>

- --------- --------- -------- -------- -------- -------- ---------- --------- ---------- -------
   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>



                           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.
<PAGE>

        Written consents of the following persons:

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


        The following exhibits:

                                  EXHIBIT INDEX
Exhibit No.     Description of Exhibit
1.A.   (1)      Resolution  of the Board of Directors of United of Omaha Life 
                Insurance Company establishing the Variable Account. *

        (2)     None.

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

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

           (c)  Commission Schedule for Policies.

           (4)  None.

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

           (b)  Forms of Riders to the Policy. ****
 
        (6)(a)  Articles of Incorporation of United of Omaha Life Insurance 
                Company. **

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

       (7)      None.

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

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

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

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

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

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

           (9)  None.

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

          (11) Issuance, Transfer and Redemption Memorandum

         2.    Opinion and Consent of Counsel.****

         3.    Not Applicable.

         4.    Not Applicable.

         5.    Not Applicable.
       
         6.   Opinion and Consent of Actuary.****
        
         7.   Consents of Independent Auditors.

         8.   None

         9.   Powers of Attorney. ***

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

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

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

     **** Incorporated by Reference to the Registration  Statement for United of
     Omaha Separate Account B filed on September 15, 1997 (File No. 333-35587).


<PAGE>


                                   SIGNATURES

As  required  by the  Securities  Act of 1933,  the  Registrant  has caused this
Pre-Effective  Amendment  to the  Registration  Statement  to be  signed  on its
behalf, in the City of Omaha and State of Nebraska, on February 5, 1998.

                       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               2/5/98
Thomas J. Skutt
_____*____________________           Vice-Chairman of the Board,         2/5/98
John W. Weekly                       Chief Executive Officer

_____*____________________           Director, President                 2/5/98
John A. Sturgeon

_____*____________________           Executive  V.P.,                    2/5/98
Tommie D. Thompson                   Corporate Comptroller
                              (Principal Financial Officer, and
                                 Principal Accounting Officer)
_____*____________________                                               2/5/98
     -
Samuel L. Foggie                     Director
_____*__________________                                                 2/5/98
     -
Hugh V. Plunkett, III                Director
_____*___________________                                                2/5/98
     -
Richard J. Sampson                   Director
_____*___________________                                                2/5/98
     -
Oscar S. Straus                      Director
________________________                                                 2/5/98
Michael A. Wayne                     Director




By:  /s/       Kenneth W. Reitz                    Date:  February 5, 1998
     --------------------------                           ----------------
        Kenneth W. Reitz

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



<PAGE>


                                    EXHIBITS

1.A(3)(c)      Commission Schedule for the Policy.

1.A(10)        Form of  Application  for the  United  of  Omaha  Life  Insurance
               Company  ULTRA LIFE  Flexible  Premium  Variable  Life  Insurance
               Policy.

1.A(11)        Issuance, Transfer and Redemption Memorandum

7.             Consents of  Independent  Auditors 
               (a) Deloitte & Touche LLP 
               (b) Coopers & Lybrand L.L.P.

<PAGE>



REGISTRATION NO.  333-35587
                  811-08336


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                       UNITED OF OMAHA SEPARATE ACCOUNT B

                                       OF

                     UNITED OF OMAHA LIFE INSURANCE COMPANY


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

                                       TO

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

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                February 5, 1998

<PAGE>

                                  EXHIBIT INDEX
Exhibit No.     Description of
                Exhibit
1.A.   (1)      Resolution  of the Board of Directors of United Life  Insurance 
                Company establishing the Variable Account. *

       (2)      None.

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

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

       (4)      None.

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

          (b)   Forms of Riders to the Policy. ****

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

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

          (7)   None.

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

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

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

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

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

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

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

           (9)  None.

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

           (11) Issuance, Transfer and Redemption Memorandum

           2.   Opinion and Consent of Counsel. ****

           3.   Not Applicable.

           4.   Not Applicable.

           5.   Not Applicable.

           6.   Opinion and Consent of Actuary. ****

           7.   Independent Auditor's Consent.
          
           8.   None

           9.   Powers of Attorney. ***


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

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

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

     **** Incorporated by Reference to the Registration  Statement for United of
Omaha Separate Account B filed on September 15, 1997 (File No. 333-35587).



Exhibit 1.A(3)(c) Commission Schedule for the Policy

                     ULTRA VARIABLE LIFE - FLEXIBLE PREMIUM
                              COMPENSATION SCHEDULE

BROKERAGE DISTRIBUTION
Total Commission
        Year 1 Premiums (up to target premium)           115%
        Years 2 - 10                                       6%
        Years 11+                                        1.5%
        Commission on Excess Premiums (Years 1-10)         6%

CAREER AGENCY DISTRIBUTION
Agents Commission
        Year 1 Premiums (up to target or planned premium) 45%
        Years 2 & 3                                        6%
        Years 4+                                           4%
        Commission on Excess Premium                       4%

Managers Commission
        Year 1 Premiums (up to target or planned premium)  9%
        Commission on Excess Premium                      .8%




Exhibit  1.A(10)  Form of  Application  for the United of Omaha  Life  Insurance
Company ULTRA LIFE Flexible Premium Variable Life Insurance Policy

                                APPLICATION TO:
                     UNITED OF OMAHA LIFE INSURANCE COMPANY
          [ ] ATTN: Life Agency: Mutual of Omaha Plaza, Omaha, NE 68175
          [ ] ATTN: Life Brokerage: P.O. Box 2476, Omaha, NE 68103-2476
                                      FOR
          [ ] LIFE INSURANCE                 [ ] FLEXIBLE PREMIUM VARIABLE
          [ ]  ADULT LIFE                    [ ]  UNIVERSAL LIFE INSURANCE
          [ ] JUVENILE LIFE                  [ ]  ADDITIONAL INSURED RIDER (AIR)
          [ ]  SPECIFIED AMOUNT INCREASE

TO THE AGENT/BROKER:

   0 Tear off the Notice of  Exchange of  Information  and the Summary of Rights
     Under the Fair Credit Reporting Act and give it to the Applicant.
   0 Have  Authorization  To Release  Information  on reverse  side of this page
     signed and dated.
   0 Assure that all applicable  questions in Part I and Part II are answered in
     clear printed fashion.
   0 Complete Nonmedical Supplement in all cases.
   0 Be sure the  application  is  signed  by the  Proposed  Insured(s)  and the
     Applicant if other than Proposed Insured(s).
   0 Any  changes  should  be  initialed  by the  Proposed  Insured(s)  and,  if
     applicable,  the Applicant.
   0 Use age last  birthday.
   0 Always provide the attached Temporary Life Insurance  Agreement and Receipt
     when you accept a premium.

PREMIUM ACCEPTANCE GUIDELINES: 
     Premium should only be accepted if:

     (a)  Questions 1, 2 and 3 on the  Temporary  Life  Insurance  Agreement and
Receipt form are answered "No."
     (b) The  Temporary  Life  Insurance  Agreement  and Receipt form is signed,
dated  and  witnessed  by all  parties  indicated  on the  form  on the  day the
application is taken.
     (c) A full modal premium is collected at the time of application unless the
Bank  Service  Plan  (BSP) is used,  in which  case two BSP  premiums  should be
collected.
     (d) The total amount of insurance  applied for does not exceed  $250,000 if
term  insurance is requested or $1,500,000 if permanent  (Whole Life,  Universal
Life or Variable Universal Life) insurance is requested.


                     United of Omaha Life Insurance Company
             Instructions to Agent/Broker: Give this Notice to the
                  Applicant before filling out the application.
                       NOTICE OF EXCHANGE OF INFORMATION

MEDICAL   INFORMATION   BUREAU,   INC. (MIB)  The  information   regarding  your
insurability will be treated as confidential.

However, the Company or its reinsurers may make a brief report to
the Medical  Information  Bureau,  a nonprofit  membership  organization of life
insurance  companies which operates an information  exchange for its members. If
you apply for life or health insurance to another company which is also a member
of the Bureau or if a claim for  benefits is  submitted  to such a company,  the
Bureau will,  upon request,  supply the information in its file to that company.

Florida residents: However, no information obtained from the Medical Information
Bureau  pertaining  to Human  Immunodeficiency  Virus (HIV) or  Acquired  Immune
Deficiency  Syndrome (AIDS) will affect the issuance or the  underwriting of the
policy,  except upon written consent to be medically  tested for HIV or AIDS and
the results of such testing proved positive.

Upon receipt of a request from you, the Medical  Information Bureau will arrange
disclosure  of any  information  it may have in your file.  If you  question the
accuracy of the information in the Bureau's file, you may contact the Bureau and
seek a correction in  accordance  with the  procedures  set forth in the federal
Fair Credit  Reporting  Act. The address of the Bureau's  information  office is
P.O. Box 105, Essex Station, Boston, MA 02112, phone (617) 426-3660.

The  Company  or its  reinsurers  may  also  release  information  in its  file,
including information given in your application, to other insurance companies to
which you apply for life or health insurance or to which a claim is submitted.

                (See reverse side for other important notices.)
<PAGE>

AUTHORIZATION TO RELEASE INFORMATION (FOR ALL STATES, EXCEPT ARIZONA, HAWAII AND
MICHIGAN)
                                       To

                     United of Omaha Life Insurance Company

To all physicians,  medical or dental practitioners,  hospitals,  clinics, other
medical care  facilities or other  providers of medical or dental care services,
insurers, employers and consumer reporting agencies:
     I authorize you to release all medical and nonmedical  information about me
(the undersigned) or my children to United of Omaha Life Insurance Company,  its
reinsurers and any consumer reporting agency acting for them. This authorization
includes information about medical history, mental and physical condition,  drug
and alcohol use, and other personal information such as finances, occupation and
general  reputation. 

To the Medical Information Bureau, Inc. (MIB):
     I authorize you to release all medical and nonmedical  information about me
(the  undersigned) to United of Omaha Life Insurance Company and its reinsurers.
This  authorization  includes  information  about  medical  history,  mental and
physical  condition,  drug and  alcohol  use,  and other  personal  information.

Information received will be used to determine insurability.  This authorization
is valid for 30 months from the date below. A photocopy of this authorization is
as valid as the original.  I have received the Notice of  Information  Gathering
Practices, the Notice of Exchange of Information, including MIB, and Fair Credit
Reporting Act Notice. I, or my authorized representative, will receive a copy of
this  authorization  and any investigative  consumer report upon request.  

If  an  investigative   consumer  report  is  prepared,  I  may  request  to  be
interviewed. (Check if an interview is desired.)

Name used for medical records_____________________________________
__________________________________________________________________________
        Date    Signature of Proposed Insured(s) (Age 15 or older)
__________________________________________________________________________
        Date    Signature of Proposed Insured(s) (Age 15 or older)
__________________________________________________________________________
        Date    Signature of Parent or Guardian
                (if Proposed Insured is under Age 15)


                     UNITED OF OMAHA LIFE INSURANCE COMPANY
                 FAIR CREDIT REPORTING ACT DISCLOSURE STATEMENT
Mutual of Omaha Insurance Company and/or United of Omaha Life Insurance Company,
or  its/their  duly  authorized  representative(s),  may  request  and obtain an
investigative  consumer  report  for the  purpose  of serving as a factor in the
underwriting of your insurance application.

An investigative  consumer report means any written, oral or other communication
of any  information by a consumer  reporting  agency bearing on your  character,
general reputation,  personal characteristics or mode of living obtained through
personal interviews with your neighbors, friends, acquaintances,  associates, or
those who may have knowledge concerning such items of information.

Upon written request we will provide you with additional disclosures relating to
the  nature  and scope of the  investigative  consumer  report.  Following  this
Disclosure  Statement is a written  Summary of Your Rights Under Section 606 (a)
of the Fair Credit Reporting Act, as amended.

If you request the additional  disclosures  and/or summary of rights from either
United of Omaha Life  Insurance  Company or Mutual of Omaha  Insurance  Company,
please  send  your  request  to the  following  address:  Attention:  Individual
Underwriting Department,  Mutual of Omaha Plaza, Omaha, Nebraska 68175 

                        NOTICE OF INFORMATION PRACTICES

In  the  course  of  properly  underwriting  and  administering  your  insurance
coverage,   United  of  Omaha  Life  Insurance  Company  will  rely  heavily  on
information  provided  by you.  The Company may also  collect  information  from
others,  such  as  medical  professionals  who  have  treated  you.  

In certain circumstances, and in compliance with applicable law, our Company may
disclose  personal or  privileged  information  to third  parties  without  your
specific authorization.

You have the right to be told about and to see a copy,  if you wish, of items of
personal information about you which appear in our files,  including information
contained in  investigative  consumer  reports.  You also have the right to seek
correction of personal information you believe to be inaccurate.

THE ABOVE IS A GENERAL  DESCRIPTION  OF THE COMPANY'S AND YOUR  AGENT'S/BROKER'S
INFORMATION PRACTICES.  IF YOU WOULD LIKE TO RECEIVE A MORE DETAILED EXPLANATION
OF THESE PRACTICES,  PLEASE SEND YOUR REQUEST TO: UNITED OF OMAHA LIFE INSURANCE
COMPANY, UNDERWRITING DEPARTMENT, MUTUAL OF OMAHA PLAZA, OMAHA, NE 68175.

<PAGE>

 RECEIPT  (Agent/Broker -- See Premium  Acceptance  Guidelines -- Page 1)
       ALL CHECKS MUST BE MADE PAYABLE TO UNITED OF OMAHA. UNITED WILL NOT
 ACCEPT CASH PREMIUMS. DO NOT MAKE CHECKS PAYABLE TO THE AGENT/BROKER OR LEAVE
                                THE PAYEE BLANK.

          TEMPORARY LIFE INSURANCE AGREEMENT AND RECEIPT ("Agreement")

United of Omaha Life Insurance Company ("United"), Mutual of Omaha Plaza, Omaha,
NE 68175

The following  questions must be answered  either "Yes" or "No."        YES NO

1. Within the past 90 days, has any Proposed Insured been admitted to a hospital
or other medical facility, been advised to be admitted, had surgery performed or
recommended, or been advised to have a diagnostic test other than an HIV test?

2. Within the past three  years,  has any  Proposed  Insured  been treated for
heart  trouble,  stroke,  cancer,  drug or alcohol  use,  or had such  treatment
recommended by a physician or other licensed  medical  professional? 

3. Has any  Proposed  Insured  ever been  diagnosed  as having  Acquired  Immune
Deficiency  Syndrome or AIDS Related  Complex (ARC) caused by the HIV infection,
or been treated for or had treatment  recommended for AIDS or ARC by a physician
or other licensed  medical  professional?  (Wisconsin  Residents:  any AIDS test
result  received  at an  anonymous  counseling  and  testing  site  need  not be
disclosed.)


4. Is any Proposed Insured under 15 days old or over 70 years of age?
If  any  of  the  above  questions  are  answered  "Yes"  or  not  answered,  no
Agent/Broker of United is authorized to accept money with the application and no
coverage  will  take  effect  under  this  Agreement.  In  consideration  of the
application and payment of $ _______________ by the Applicant,  receipt of which
is hereby  acknowledged,  United agrees to provide  temporary life insurance for
the Proposed Insured(s) effective on the date of the application,  for a limited
period of time, subject to the following conditions and limitations.

A. If the  answer  to any of the  above  questions  is "No"  and the  answer  is
incorrect  or  misleading,  or if any of the  answers  to the  questions  on the
application  are incorrect or misleading,  then this Agreement is void and never
went into effect.

B. Temporary life insurance under this Agreement will automatically terminate on
the  earliest  of the  following  dates: 
(1) 90 days from the date of this Agreement, except in Connecticut; or
(2) The date that insurance takes effect under the policy applied for; or
(3) The date of the  letter  offering  to the  Applicant  a policy,  other  than
    applied for; or
(4) The date a policy,  other than as applied for, is offered by an Agent/Broker
    to the Applicant; or
(5) The date the premium refund is mailed; or
(6) The date any check or draft  submitted as payment is not honored by the bank
    on which it is drawn; or
(7) The date United mails notice of termination of coverage.

C. If the policy applied for is either (a) pursuant to a conversion privilege in
(an) existing  United Life  policy(ies),  or (b) to replace (an) existing United
life policy(ies) with another United life policy, then in the event of the death
of the Proposed  Insured before the termination of this  Agreement,  United will
pay only the greater of: 
(1) the benefits due under the terms of the  existing  policy(ies)  which is/are
being converted or replaced, or
(2) the  benefits  due under the terms of the  policy for which  application  is
being made (subject to the further  limitation on the maximum amount of benefits
payable  under  this  Agreement  which  is  set  forth  below);   and  Applicant
acknowledges and agrees that benefits shall not be payable under both.

D. The temporary  life  insurance  provided by this  Agreement is subject to the
provisions  of the policy form applied for;  however,  no benefits  will be paid
for:
(1)disability; or
(2) death from suicide  while sane or insane (in  Missouri,  only if suicide was
intended at the time of this application and we can prove it was intended); or
(3) the same loss under both this  Agreement and any life policy issued from the
application. 

This Agreement does not limit United in applying its  underwriting  standards to
the application nor does this Agreement limit or waive any rights under any life
insurance  policy issued.  If the application is rejected by United,  the amount
paid with the  application  will be  refunded  to the  Applicant  regardless  of
whether a claim has been filed or benefits have been paid under this Agreement.

No change may be made to the terms and  conditions of this  Agreement by anyone,
including the Agent/Broker.

If any Proposed Insured dies prior to the termination of this Agreement,  United
will pay the beneficiary the face amount applied for (unless otherwise  required
by C above),  not to exceed $250,000 if the policy  requested is term insurance,
or not to exceed  $1,500,000 if the policy  requested is permanent  (Whole Life,
Universal Life or Variable Life) insurance.

I have read and received a copy of this  Agreement and  understand  and agree to
all of its  terms.  I  verify  the  above  answers  are  true to the  best of my
knowledge and belief.

Signed  this  __________ day  of ______________ , _____ , at City State ZIP Code
_____________________________________   ___________________________________
  Signature of Proposed Insured         Printed Name of Proposed Insured
_____________________________________   ___________________________________
  Signature of Applicant 
(if other than Proposed Insured)        Printed Name of Applicant
_____________________________________   ___________________________________
  Signature of Spouse 
  (if a Proposed Insured)               Printed Name of Spouse
_____________________________________   ___________________________________
  Signature  of  Agent(s)/Broker(s)     Printed  Name  of  Agent(s)/Broker(s)

                    SUBMIT THIS COPY TO THE COMPANY RECEIPT
<PAGE>

(Agent/Broker --- See Premium Acceptance  Guidelines -- Page 1) 
ALL CHECKS MUST BE MADE  PAYABLE TO UNITED OF OMAHA. UNITED WILL NOT ACCEPT CASH
PREMIUMS.  DO NOT MAKE  CHECKS  PAYABLE TO THE  AGENT/BROKER  OR LEAVE THE PAYEE
BLANK.
           TEMPORARY LIFE INSURANCE AGREEMENT AND RECEIPT ("Agreement")
United of Omaha Life Insurance Company ("United"), Mutual of Omaha Plaza, Omaha,
NE 68175

The following  questions must be answered either "Yes" or "No."        YES NO 

1. Within the past 90 days, has any Proposed Insured been admitted to a hospital
or other medical facility, been advised to be admitted, had surgery performed or
recommended, or been advised to have a diagnostic test other than an HIV test?

2. Within the past three years,  has any Proposed Insured been treated for heart
trouble,  stroke, cancer, drug or alcohol use, or had such treatment recommended
by a physician or other licensed medical  professional? 

3. Has any  Proposed  Insured  ever been  diagnosed  as having  Acquired  Immune
Deficiency  Syndrome or AIDS Related  Complex (ARC) caused by the HIV infection,
or been treated for or had treatment  recommended for AIDS or ARC by a physician
or other licensed  medical  professional?  (Wisconsin  Residents:  any AIDS test
result  received  at an  anonymous  counseling  and  testing  site  need  not be
disclosed.)

4. Is any Proposed Insured under 15 days old or over 70 years of age?
If  any  of  the  above  questions  are  answered  "Yes"  or  not  answered,  no
Agent/Broker of United is authorized to accept money with the application and no
coverage will take effect under this Agreement.
In  consideration  of the  application and payment of $  _______________  by the
Applicant,  receipt of which is hereby  acknowledged,  United  agrees to provide
temporary  life insurance for the Proposed  Insured(s)  effective on the date of
the  application,  for a  limited  period  of  time,  subject  to the  following
conditions and  limitations.  
A. If the  answer  to any of the  above  questions  is "No"  and the  answer  is
incorrect  or  misleading,  or if any of the  answers  to the  questions  on the
application  are incorrect or misleading,  then this Agreement is void and never
went into effect.

B. Temporary life insurance under this Agreement will automatically terminate on
the  earliest  of the  following  dates: 
(1) 90 days from the date of this Agreement, except in Connecticut; or
(2) The date that insurance takes effect under the policy applied for; or
(3) The date of the  letter  offering  to the  Applicant  a policy,  other  than
    applied for; or
(4) The date a policy,  other than as applied for, is offered by an Agent/Broker
    to the Applicant; or
(5) The date the premium refund is mailed; or
(6) The date any check or draft  submitted as payment is not honored by the bank
    on which it is drawn; or
(7) The date United mails notice of termination of coverage.

C. If the policy applied for is either (a) pursuant to a conversion privilege in
(an) existing  United Life  policy(ies),  or (b) to replace (an) existing United
life policy(ies) with another United life policy, then in the event of the death
of the Proposed  Insured before the termination of this  Agreement,  United will
pay only the greater of:
(1) the benefits due under the terms of the  existing  policy(ies)  which is/are
being converted or replaced, or
(2) the  benefits  due under the terms of the  policy for which  application  is
being made (subject to the further  limitation on the maximum amount of benefits
payable  under  this  Agreement  which  is  set  forth  below);   and  Applicant
acknowledges and agrees that benefits shall not be payable under both.

D. The temporary  life  insurance  provided by this  Agreement is subject to the
provisions  of the policy form applied for;  however,  no benefits  will be paid
for: 
(1)  disability;  or 
(2) death from suicide  while sane or insane (in  Missouri,  only if suicide was
intended at the time of this application and we can prove it was intended); or
(3) the same loss under both this  Agreement and any life policy issued from the
application.

This Agreement does not limit United in applying its  underwriting  standards to
the application nor does this Agreement limit or waive any rights under any life
insurance  policy issued.  If the application is rejected by United,  the amount
paid with the  application  will be  refunded  to the  Applicant  regardless  of
whether a claim has been filed or benefits have been paid under this Agreement.

No change may be made to the terms and  conditions of this  Agreement by anyone,
including the Agent/Broker.

If any Proposed Insured dies prior to the termination of this Agreement,  United
will pay the beneficiary the face amount applied for (unless otherwise  required
by C above),  not to exceed $250,000 if the policy  requested is term insurance,
or not to exceed  $1,500,000 if the policy  requested is permanent  (Whole Life,
Universal Life or Variable Life) insurance.

I have read and received a copy of this  Agreement and  understand  and agree to
all of its  terms.  I  verify  the  above  answers  are  true to the  best of my
knowledge and belief.

Signed  this  __________ day  of ______________ , _____ , at City State ZIP Code
_____________________________________   ___________________________________
  Signature of Proposed Insured         Printed Name of Proposed Insured
_____________________________________   ___________________________________
  Signature of Applicant 
(if other than Proposed Insured)        Printed Name of Applicant
_____________________________________   ___________________________________
  Signature of Spouse 
  (if a Proposed Insured)               Printed Name of Spouse
_____________________________________   ___________________________________
  Signature  of  Agent(s)/Broker(s)     Printed  Name  of  Agent(s)/Broker(s)

                        GIVE THIS COPY TO THE APPLICANT
<PAGE>


A.      GENERAL QUESTIONS:
1.      Proposed Insured's Name:        Former Name (if applicable):

2.      Home Phone Number:  (       )   Best Time to Call:     a.m.       p.m.
3.      Legal Residence Address:
        Street No., Apt. No.    City, State     Zip
4.      Mailing Address:
        Street No., Apt. No.    City, State     Zip
5.      Mail Premium Notices to:   [ ] Residence    [ ]  Owner     [ ]  Business
        Address:
        Street No., Apt. No.    City, State     Zip
6.      Sex:   [ ] M     [ ] F          Age:           Birth Date:____/____/____
        Birthplace (state):
7.      Social Security Number:            Driver's License Number:             
        State of Issue:
8.      Are you a U.S. citizen?    [ ] Yes   [ ]  No    If "No," date of arrival
        in U.S._____________________________________
        Do you have an alien registration receipt "Permanent Visa"? [ ] Yes
        [ ]  No If "Yes," Permanent Visa No.:________
9.      Occupation:____________________    Duties:_____________________________
        Businessowner?   [ ] Yes  [ ] No   Retired Military?   [ ]  Yes  [ ]  No
        Active Duty?  [ ] Yes   [ ]  No
        If "Yes," are you on flying status or receiving hazardous duty pay?
        [ ]  Yes  [ ]  No
        If "Yes," explain type of duty or type of aircraft:
10.     Name of your firm or employer:
11.     Business Phone Number:  (       )  Best Time to Call:    a.m.     p.m.
12.     Local Business Address:
        Street No., Apt. No.    City, State     Zip
13.     Do you use tobacco in any form? [ ] Yes.  What form?____________________
         No. per day:__________
                [ ] No.    [ ]  Never Used.    [ ]  Stopped on _____/_____/_____
14.     Applicant/Owner Name (if different from Proposed Insured or if Proposed
        Insured is under Age 15):
        Address:
        Street No., Apt. No.    City, State     Zip
        
        Relationship to Proposed Insured:       Social Security No. 
        (or Taxpayer ID No.):
15.     Complete only if Spouse/Children (must be full time student if over 
        age 19) are Proposed for Insurance:
        
        First Name, Middle                  Relationship to Birth
        Initial and Last Name   SSN No.         Proposed Insured    
        
        Birth
        Date    Age     Sex     Ht.     Wt.





16.     Spouse's   Occupation:_____________________________________   Birthplace
        (state):___________________________    Income:   $_________________   If
        self-employed,    income    after    expenses    and    before    taxes:
        $_________________ Driver's License Number: State of Issue:
17.     Is spouse a U.S. citizen?   [ ]  Yes  [ ]  No     If "No," date of 
        arrival in the U.S. ______________________________
        Does spouse have an alien registration receipt "Permanent Visa"? 
        [ ] Yes    [ ] No
        If "Yes," Permanent Visa Number:____________________________________

18.     Does spouse use tobacco in any form?    [ ] Yes. 
        What form?__________________________   No. per day:_______
               [ ]No.   [ ] Never Used.     [ ] Stopped on _____/_____/_____

<PAGE>

19.     Do all family members proposed for insurance live with the Proposed 
        Insured? [ ] Yes   [ ] No    If "No," explain and give name and phone
        number where family member can be contacted _________________________

20.     Plan Information
a.      Plan of Insurance: ____________________________________      Premium
        Amount:________________                                      $_______
b.      [ ] Addition to Existing Policy No.: ___________________     $_______
        Amount:________________ $
c.      Death Benefit Option:
        [ ] Option 1: Accumulation Value included in Specified Amount
        [ ] Option 2: Accumulation Value in addition to Specified Amount
d.      I elect the Automatic Premium Deduction Option.
        (Not available with all plans)  [ ]Yes     [ ] No

                                              Amount or No.
e.      Riders:                          of Units (if applicable)
        (Please Note:  Not all 
         riders are available
         with all plans)
                                                                      Premium
     [ ]Waiver of Premium or Disability         __________________   $
     [ ]Accidental Death Benefit                __________________   $          
     [ ]Guaranteed Issue Benefit                __________________   $          
     [ ]Children's Rider                        __________________   $          
     [ ]Spouse (indicate type of coverage)      __________________   $          
     [ ]Additional Insured Rider (Self, Spouse) __________________   $          
     [ ]Other Insured Rider                     __________________   $          
     [ ]Other                                   __________________   $          
f.      Amount Collected   Explanation of Amount Collected Mode    Total Premium
        (Cash with App):
        $                                                            $
THIS BOX FOR ADMINISTRATIVE PURPOSES ONLY
21.     List all Life Insurance now in force or pending on any Proposed 
        Insured(s). If none, write "None." Have you had or do you intend to have
        any life insurance policy replaced, converted, reduced, reissued, 
        subjected to borrowing, or otherwise discontinued because of this 
        application? If "Yes," so indicate below.
                Policy  Face            ADB          To Be        1035
     Company    Number  Amount  Pending Amount  Replaced, etc.  Exchange?
_____________________________________________  [ ]Yes  [ ]No   [ ] Yes [ ] No
_____________________________________________  [ ]Yes  [ ]No   [ ] Yes [ ] No
_____________________________________________  [ ]Yes  [ ]No   [ ] Yes [ ] No
_____________________________________________  [ ]Yes  [ ]No   [ ] Yes [ ] No
_____________________________________________  [ ]Yes  [ ]No   [ ] Yes [ ] No
22. Life Insurance Beneficiary (Give full names and relationship).
        Note:  Unless you specify otherwise, payments will be shared equally by
        all primary beneficiaries who survive the Insured or, if none, by all 
        contingent beneficiaries who survive the Insured. The right to change
        the beneficiary is reserved unless otherwise stated.
        [ ] attached Beneficiary Designation
        Primary Beneficiary(ies)
        Name                    Relationship                      SSN No.
        Name                    Relationship                      SSN No.
        Contingent Beneficiary(ies):
        Name                    Relationship                      SSN No.
        Name                    Relationship                      SSN No.
23. Complete only for PRD or Association Group or Franchise Coverage:
        Full Name of Group/Organization_________________    Date Joined_________
        Group/Membership No.: ____________Relationship to above: 
        [ ] Shareholding Member      [ ] Dues-paying Member    [ ] Other ______
<PAGE>

       PART II OF APPLICATION FOR LIFE INSURANCE - NONMEDICAL SUPPLEMENT
      PLEASE PRINT. ALL QUESTIONS RELATE TO ANYONE PROPOSED FOR INSURANCE.
Wisconsin Residents:  AIDS (HIV) test results received at an anonymous 
counseling and testing site need not be disclosed.
1.      Name, address and telephone number of personal physician of each person
        proposed for insurance:

(a)     Date last seen:
(b)     State reason, findings and treatment:


2.      Name and address of physician most recently consulted by each person 
        proposed for insurance: _______________

       (a)     Date:___________     (b)  State reason, findings and treatment
3. Have you, or any person proposed for insurance,  ever been told that you had,
or have you  consulted or been  treated by a physician or licensed  practitioner
for any of the following:
                                                                      YES     NO

 (a) Any disease or abnormal  condition  of  the  heart,  circulatory system  or
     blood vessels, high blood pressure,  rapid pulse,  rheumatic fever, murmur,
     coronary artery disease, chest pain, angina or stroke?
 (b) Any disease of the lungs or respiratory system, including tuberculosis,
     asthma, bronchitis, emphysema or shortness of breath?
 (c) Any digestive  system  disease,  including  stomach or duodenal  ulcer,
     indigestion,  stomach pain, liver or gallbladder  disease,  colon or rectal
     disorder?
 (d) Any genitourinary  system disease including albumin,  blood or sugar in
     urine,  kidney  infection  or stones,  tumor or  disease  of the  prostate,
     testis, breasts, uterus or ovaries?
 (e)  Any  nervous,  brain  or  mental  disorder,  convulsions,   dizziness,
     headaches, epilepsy, nervous breakdown or paralysis?
 (f) Any bone or joint disorder, arthritis or rheumatism,  bodily deformity,
     back or spinal disorder?
 (g) Any disease or impairment of vision or hearing?
 (h) Gout, diabetes,  thyroid or other glandular disorder,  cancer, tumor or
     blood disorder  other than AIDS or AIDS Related  Complex (ARC).

4.   Have you, or  any  person  proposed  for insurance,  ever been diagnosed as
having Acquired Immune Deficiency Syndrome (AIDS) or AIDS Related Complex (ARC),
caused by the HIV  infection,  or been treated for AIDS or ARC by a physician or
licensed practitioner?  

5. During the past 10 years, have you, or any person
proposed for insurance: (a) had any illness,  injury, surgery,  hospitalization,
medical  examination or care not listed above?     (b) had or received treatment
for any  unexplained  fever,  fatigue or chronic  cough?     (c) had any X-rays,
electrocardiograms, blood or other studies, except for an HIV test?     (d) been
advised by a physician to have a surgical  operation?      (e) been advised by a
physician to limit your use of alcohol?     

6. Are you, or any person proposed for insurance, now taking any medication
   prescribed by a physician?

7. During the last 10 years,  have you, or any person  proposed for insurance:

   (a) used alcohol or other drugs to a degree that required treatment or advice
       from a physician  or  other  licensed  practitioner? 
       If  "Yes,"  has  use  been discontinued?   
   (b) been or are currently a member of Alcoholics Anonymous or Narcotics  
       Anonymous?   

 8.  If  pregnant,   enter  approximate   delivery date:________________________

 9. Height:  _______________ft.______________ins. Weight: _________________lbs. 
Weight change during last 12 months: Lbs. Gained:___________  Lost:__________ 
<PAGE>

10. Family         Age if      If Living,       If Deceased,      Age at 
    History        Living     Present Health   Cause of Death      Death
Father
Mother
Sibling
Sibling
Sibling
Sibling

11. Have you, or any person proposed for insurance:           YES  NO
   (a)  ever  been  declined,   postponed,   limited,  denied reinstatement or
        asked to pay an extra premium by any insurance company?
   (b)  engaged in any hazardous sports or activities such as motor vehicle 
        racing, boat racing, parachuting, hang gliding, skydiving, skin diving
        or scuba diving within the last three years, or plan such activity in 
        the next six months? 
   (c)  any intention  of  traveling  or  living  outside  the USA or Canada in
        the next two years?
        (If "Yes,"  complete  foreign travel  questionnaire.)  
   (d)  flown as a civilian  pilot,  student pilot or crew member  within the 
        last three years,  or plan  such  activity  in the  next  12  months? 
        (If  "Yes,"  complete  Aviation Supplement). 
   (e)  within the last 5 years: (1) been convicted of two or more
        moving  violations or driving under the influence of alcohol or drugs or
       (2) had a driver's  license  suspended  or revoked?
   (f)  been  convicted of a felony within the last 10 years?

     IF ANY OF THE ABOVE QUESTIONS ARE ANSWERED "YES," GIVE COMPLETE  DETAILS IN
     PART III

                  PART III OF APPLICATION FOR LIFE INSURANCE -
                       ADDITIONAL DETAILS AND EXPLANATIONS
             (Use for any explanation where space is insufficient)

  # Ques.          Condition,  Injury,  
   No.    Name     Symptom of Ill Health   Mo.              Degree of      Name,
                   or Findings of         and Yr. Duration  Recovery    Address,
                     Examination                                        Zip of 
                     (If Operation                                      Hospital
                   Performed, State Type)                          and Attending
                                                                      Physician
________________________________________________________________________________

_________ _________  _____________________ __________________ ________ ________
_________ _________  _____________________ __________________ ________ ________
_________ _________  _____________________ __________________ ________ ________
_________ _________  _____________________ __________________ ________ ________
_________ _________  _____________________ __________________ ________ ________
_________ _________  _____________________ __________________ ________ ________
_________ _________  _____________________ __________________ ________ ________
<PAGE>


ACKNOWLEDGEMENT.  I received a Notice of Exchange of Information,  a Fair Credit
Reporting Act Notice,  a Notice of  Information  Practices,  a Summary of Rights
Under the Fair Credit  Reporting Act, and a Life Insurance  Buyer's Guide before
completing this application.

AGREEMENTS. I, the undersigned,  and the undersigned  Agent(s)/Broker(s) certify
that we have read the completed  application or have had it read to us and agree
to the following:

1. (This  statement is only  applicable to Variable  Universal Life products.) I
understand that the policy's accumulation value in the Variable Account is based
on the  investment  experience  in that  account  and will  increase or decrease
daily.  I  understand  that the  amount  of the  death  benefit  may be fixed or
variable, depending on the investment experience of the Variable Account.
2. All answers in this application:  (a) are true and complete to the best of my
knowledge and belief,  (b) will be relied on to determine  insurability  and (c)
which are incorrect or misleading,  may void the application effective the issue
date.
3.  If the  full  initial  premium  is paid on the  date of the  completed  life
insurance application and I am eligible for the policy applied for in accordance
with the underwriting  standards of United of Omaha in effect on the date of the
application, the life policy will be in effect from the date of the application.
4. If any Proposed  Insured for  insurance  is not  eligible  for the  insurance
applied  for,  or if there has been any  change in either my health or habits or
the answers to any of the questions in the application prior to policy delivery,
I agree  that no policy  of any kind  will be in  effect,  except  for  coverage
provided by the Temporary Life Insurance  Agreement and Receipt. 
5. In no event  will any  benefits  be paid for the  same  loss  under  both the
Temporary Life  Insurance  Agreement and Receipt and any policy issued from this
application.
6. If the Applicant is other than the Proposed Insured, the policy will be owned
by the Applicant.
7. No Agent/Broker  can: (a) waive or change any receipt or policy  provision or
(b) agree to issue a policy. 

I have:  (a) read the  Agreements  section and the  receipt(s)  and (b) read and
approved the answers as recorded.

 Signed at____________   Date _________________________
  City, State            Signature of Proposed Insured(s) (Age 15 and Over)

____________________________________________________________________________
        Signature of Parent or Guardian (if insured under age 15)     
 ____________________________________________________________________________   
        Signature of Applicant/Owner/Trustee (if other than Proposed Insured)
___________________________________  ________  _________________________________
        Signature of Agent/Broker       Date    Print or Stamp Agent/Broker Name
___________________________________  _________  ________________________________
        Signature of Agent/Broker       Date    Print or Stamp Agent/Broker Name

AGENT/BROKER STATEMENT:
1.      Do you have any reason to believe the policy applied for has replaced or
        will replace any life insurance policy?  (If "Yes," fulfill all state
        requirements.)                          [ ]  Yes  [ ]  No
2.      In the presence of the Proposed Insured/Spouse have you asked each
        question exactly as written and recorded the answers completely and 
        accurately? (If "No," explain.)         [ ]  Yes  [ ]   No

___________________________________   ________
        Signature of Agent/Broker       Date
___________________________________   ________
        Signature of Agent/Broker       Date

<PAGE>


                            AGENT'S/BROKER'S REPORT
(MUST be completed by the  agent/broker  who  obtained  the  application  on the
Proposed Insured named below.)

1.      Is Proposed Insured self-supporting?  [ ]  Yes [ ] No  If "No," provide
the following information about the person on whom Proposed Insured is 
dependent:
Full Name  _______________________________  Address ____________________________
Birth Date Amount of insurance  carried  with all  companies $  ____________  If
none,  state  why
 2. If  Proposed  Insured  used  different  name in past,  give
    previous full name
 3. (a) Are you related to Proposed Insured or Owner?
        [ ]Yes  [ ] No
                If "Yes," state relationship
        (b)     How long have you known Proposed Insured?
        (c)     How long have you known Proposed Owner?
4.      When did you last see Proposed Insured?
5.      Did you ask Proposed Insured or Owner every
question as printed (if "No," explain below)?
        [ ] Yes [ ] No
6. Do you have any information not presented in this application  which might in
any way  affect  this risk (if "Yes,"  explain  below)?[ ] Yes[ ] No
7. Proposed Insured's  Annual  Income $ [ ]Exact [ ]  Estimated
8. What is the purpose of this insurance? Give details including financial 
   information (for amounts of $500,000 or more,  financial  statements may be
   requested) 
9. (a) Is a medical exam to be completed? [ ] Yes [ ] No
   (b) Name of examiner or paramedical facility
10. Previous  residence and business addresses of Proposed Insured for past five
    years.
        Address            From              To
_____________________ ______________ ___________________
_____________________ ______________ ___________________
_____________________ ______________ ___________________
11.     Is another  policy requested  based on this  application? [ ] Additional
        policy Plan[ ] Alternate policy Amount $        Owner (if different)
        Beneficiary (if different)
12. Is Proposed Insured applying for insurance with any other company (if "Yes,"
    give details)? [ ] Yes[ ]No
13. To the best of your knowledge will this policy replace any existing life
insurance or annuity (if "Yes," give details and fulfill all state 
requirements)?  [ ] Yes [ ] No


Details:







AGENT(S)/BROKER(S) TO RECEIVE COMMISSION AND VOLUME CREDIT FOR THIS APPLICATION

        Agent's/Broker's Full Name    Agent's/Broker's Production No.   % Credit
1._________________________________________________________________________
2._________________________________________________________________________
I hereby  certify  that I have truly and  accurately  recorded  the  information
furnished by the Owner and/or Proposed Insured.
___________  ________________________________  ______________________________
Date        Signature of Agent(s)/Broker(s)         Agent('s)/Broker('s) Name 
                                                      (Please Print)
_________________________________________________________________________
Name of Division Office/Wholesaler  
_________________________________________________________________________
Name of Assistant Wholesaler (Brokerage Only)

<PAGE>


                         Bank Service Plan Request Form

Complete the following information:
Insured's Name
Address
City
State            ZIP
Coverage ID Number(s):
________________  _______

________________  _______


Specify Preferred Date of Withdrawals

Please  indicate when you prefer the monthly  premiums to be withdrawn from your
checking  account:  
Withdraw on the  ________________  (1st through 28th) of the month 



                         Bank Service Plan Authorization






As a convenience to me, I authorize Mutual of Omaha Insurance Company and/or its
affiliated Companies* to withdraw funds from my account.

I also  authorize  you,  my  financial  institution,  to pay from my account any
checks, drafts or preauthorized electronic fund transfers from my account to the
appropriate  Company(ies)  below.  Your rights with each such charge will be the
same as if personally paid by me. This  authorization  will be effective until I
give you at least three  business  days' notice to cancel it. If notice is given
verbally,  you may require written  confirmation from me within 14 days after my
verbal notice. 
__________________                    ______________________________________
Date                                 Authorized Signature as Shown on Account
                                      ______________________________________

                                     Joint Account or Other Authorized Signature

*Mutual  of Omaha  Insurance  Company - United of Omaha Life  Insurance  Company
United World Life  Insurance  Company - Mutual of Omaha Plaza - Omaha,  Nebraska
68175 In New York,  Companion Life Insurance Company - 401 Theodore Fremd Avenue
- - Rye, New York 10580-1493


Exhibit 1.A(11)       Issuance, Transfer and Redemption Memorandum

                                                                 February 1998


                            DESCRIPTION OF ISSUANCE,
                TRANSFER, AND REDEMPTION PROCEDURES FOR CONTRACTS
                      PURSUANT TO RULE 6E-3(T)(B)(12)(III)
                              FOR FLEXIBLE 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  flexible  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. 
                                       1
<PAGE>


               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 an amount at least  sufficient  to purchase the minimum
               initial  Specific Amount of life insurance  coverage  ($100,000).
               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  REQUIREMENT.  Full  underwriting  standards will
               apply to all proposed Insureds.

               5.  ISSUANCE  OF THE POLICY AND  DETERMINATION  OF DATE OF ISSUE.
               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
               addition to determining when coverage  begins,  the Date of Issue
               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.
                                       2
<PAGE>

        C.     PAYMENT OF PREMIUMS.

                1. PROCEDURES FOR PREMIUM PAYMENTS. Planned premiums may be paid
                annually,   semiannually,   or  at  other  intervals  we  offer.
                Beginning in the second policy year, the Policy Owner may change
                the  planned  premium  once each year.  The  planned  premium is
                flexible.

                Total  premium  paid  on  a  cumulative  basis  may  not  exceed
                guideline  premium  limitations  for life insurance set forth in
                the Internal  Revenue  Code.  We will monitor  Policies and will
                attempt  to  notify  a Policy  Owner  on a  timely  basis if the
                Owner's  Policy is in jeopardy of becoming a modified  endowment
                contract  under  the  Internal  Revenue  Code.  If at any time a
                premium is paid that would  result in total  premiums  exceeding
                limits  established  by  law  to  qualify  a  Policy  as a  life
                insurance  policy,  we will  only  accept  that  portion  of the
                premium that would make total  premiums equal the maximum amount
                that may be paid under the  Policy.  The excess will be promptly
                refunded.

               When any additional premium payment will result in an increase in
               the Policy's Death Benefit, 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 No Lapse
               Period   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 No  Lapse  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 as premium to be added to the
               Accumulation  Value.  An  Insured  would  need to specify if they
               wanted the premium to be used to repay a loan.

               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.
                                       3
<PAGE>

        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 will be allocated on
                      the date the  Policy is issued  according  to the  initial
                      premium   allocation   instructions   specified   on   the
                      application; if a state free look requirement requires the
                      Company  to return  premiums  paid if the  Owner  seeks to
                      cancel the Policy  during the free look  period,  then the
                      initial  premium  will be  allocated  to the money  market
                      subaccount  until  the end of the free look  period,  then
                      allocated  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 On the date of
                      issue  the  Accumulation  Value  equals  the  initial  net
                      premium  less the Monthly  Deduction  for the first month.
                      The net  premium is the premium  less the premium  charges
                      for tax and premium  processing  expenses.  On any Monthly
                      Deduction  Date  after the date of issue the  Accumulation
                      Value equals:

                      (a) the total of the values in each  Subaccount;  plus
                      (b) the accumulation value of the Fixed Account;  plus 
                                       4
<PAGE>

                      (c) the accumulation  value  of the  loan  Account;  less 
                      (d) the Monthly Deduction for the current month.

                      The value for each Subaccount equals:

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

                      Each net  premium  allocated  to the  Variable  Account is
                      converted  into  Accumulation   Units.  This  is  done  by
                      dividing  the net premium by the  Accumulation  Unit value
                      for the  Valuation  Period during which the net premium is
                      allocated   to   the   Variable   Account.   The   initial
                      Accumulation  Unit value for each  Subaccount was set when
                      the  Subaccount  was  established.   The  unit  value  may
                      increase or decrease from one Valuation Date to the next.

                      The  Accumulation  Unit  value  for a  Subaccount  on  any
                      Valuation Date is calculated as follows:

                      (a)    the Net  Asset  Value  Per  Share of the  Portfolio
                             multiplied  by the  number  of  shares  held in the
                             Subaccount,  before the purchase or  redemption  of
                             any shares on that date; divided by
                      (b)    the total number of Accumulation  Units held in the
                             Subaccount  on  the  Valuation  Date,   before  the
                             purchase or redemption of any shares on that date.

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

                      (a)    the value as of the last Monthly  Deduction Date; 
                             plus
                      (b)    any net  premiums  credited  since  the  last  
                             Monthly Deduction Date; plus
                      (c)    any  transfers  from the  Subaccounts  to the Fixed
                             Account since the last Monthly Deduction Date; plus
                      (d)    any  transfers  from the Loan  Account to the Fixed
                             Account since the last Monthly Deduction Date; less
                      (e)    any  transfers   from  the  Fixed  Account  to  the
                             Subaccounts  since the last Monthly Deduction Date;
                             less
                      (f)    any  transfers  from the Fixed  Account to the Loan
                             Account since the last Monthly Deduction Date; less
                      (g)    any partial  withdrawals and surrender charge taken
                             from the  Fixed  Account  since  the  last  Monthly
                             Deduction Date; plus
                      (h)    interest credited on the balance.
                                       5
<PAGE>


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


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.  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.

        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
                                       6
<PAGE>

        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.
                                       7
<PAGE>

        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.
                                       8
<PAGE>

        Transfers of  Accumulation  Value made pursuant to this program will not
        be counted in determining  whether the Transfer Fee applies. At the time
        the program begins, there must be at least $10,000 of Accumulation Value
        under the Policy.

        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.  NO-LAPSE
        PERIOD 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 Option 1 Death Benefit is the greater of:

        The death benefit  equals either death benefit Option 1 less any loan or
        death benefit Option 2 less any loan.
               (a)    the current Specified Amount (i.e., on the date of death);
                      or

               (b)    the policy's  Accumulation Value on the date of death plus
                      the corridor amount.

        We will pay the death benefit  according to the death benefit  option in
        effect at the time of the Insured's death.  Unless otherwise  requested,
        Option 1 is in effect.

        The Option 2 Death  Benefit is the  policy's  Accumulation  Value on the
        date of death plus the greater of:
                                       9
<PAGE>

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

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

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

        After the first year, the Owner may change the death benefit option once
        each year.  The change will take effect on the  Monthly  Deduction  Date
        after we receive a written  request for change,  at which time the death
        benefit will reflect the change in option. Any change from Death Benefit
        Option 1 to Option 2 may require underwriting.  The death benefit option
        may not be changed  from Option 1 to Option 2 after the Insured  attains
        age 90.

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

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

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

        C.     NO-LAPSE PERIOD

        The Policy  contains a provision that can prevent it from lapsing,  even
        if  the  cash  surrender  value  is  insufficient  to  pay  the  monthly
        deduction,  if certain  conditions are met. This provision  applies only
        if:

               (a)    either the minimum monthly premium or the lifetime monthly
                      premium requirement has been met; and
               (b)    the policy has never been reinstated; and
               (c)    no Additional  Insured Term  Insurance  Rider covering the
                      Insured is attached.
                                       10
<PAGE>

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

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

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

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


        D.     POLICY LOANS

        After the first  Policy  Year (from the Date of Issue in  Indiana),  the
        Policy  Owner  may  obtain a loan for all or part of the Cash  Surrender
        Value 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%
        interest to any amounts in the Loan Account,  except  amounts equal to a
        Preferred Loan as described  below,  for a net annual Loan interest rate
        of 2%.

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

        Beginning  in the 10th policy year,  Preferred  Loans are  available.  A
        Preferred  Loan will be  credited  with 6%  interest,  for a net  annual
        Preferred  Loan  interest  rate  of  0%.  Any  loan  outstanding  at the
        beginning of the 10th policy year will become a Preferred Loan from that
        point forward.
                                       11
<PAGE>

        All or part of a loan may be repaid at any time  while the  Policy is in
        force.  The amount of a loan  repayment  will be deducted  from the Loan
        Account  and  will  be  allocated   among  the  Fixed  Account  and  the
        Subaccounts in the same percentages as 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%.  Also,  Surrenders  are  taxable  and a 10%  federal tax penalty may
        apply. A surrender charge may be deducted from the  Accumulation  Value.
        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  Owner  may  withdraw  part of the
        Accumulation  Value.  A  surrender  charge  may  be  deducted  from  the
        accumulation  value.   Withdrawals  from  the  Fixed  Account  are  made
        beginning  with the most recent Premium  payment.  The  significance  of
        which  payment the  withdrawal  is made from is pertinent  for the fixed
        account. Current interest for the fixed account is credited according to
        an investment year method whereby the rates of interest at which premium
        inflows are invested and reinvested are recognized. The current credited
        rate for the upcoming  month is to be applied only to premiums  received
        during the  upcoming  month.  The  declared  current rate is expected to
        apply for twelve  months  from the date of each  deposit.  Each time the
        current rate is changed a new deposit  grouping or "Bucket" is formed. A
        new rate is set for each bucket prior to its  anniversary.  This rate is
        expected to apply to each deposit made during the original bucket period
        for the following  policy year. Thus, it is imperative that we determine
        up front which buckets the premium  payment are being  distributed  from
        for withdrawals so we can determine which buckets are still in existence
        for crediting  interest.  The minimum partial withdrawal amount is $250.
        The  maximum  partial  withdrawal  amount  is an  amount  such  that the
        remaining cash  surrender  value is not less than $500 and the Specified
        Amount is not less than $100,000 in Policy years one through five or not
        less than $50,000  thereafter.  If Death Benefit  Option 1 is in effect,
        the following will apply for each partial withdrawal:
                                       12
<PAGE>

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

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

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

        The amount of cash withdrawal requested and any surrender charge will be
        deducted from the Accumulation  Value on the date we receive the Owner's
        written  request.  Partial  withdrawals  will result in  cancellation of
        Accumulation  Units from each applicable  Subaccount.  In the absence of
        instructions  from  the  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 any partial
        withdrawal.  We reserve  the right to defer  withdrawals  from the Fixed
        Account  for up to six  months  from the  date we  receive  the  Owner's
        written request.

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


        G.     SURRENDER CHARGE

        If a Policy is totally surrendered,  or a Partial Withdrawal under Death
        Benefit Option 1 is taken, or upon a requested reduction in the Policy's
        Specified  Amount,  we may  deduct a  Surrender  Charge  from the amount
        requested to be surrendered. If the Policy's current Specified Amount is
        decreased,  we may deduct a Surrender Charge from the Accumulation Value
        based on the amount of the  decrease.  The  Surrender  charge  varies by
        issue age, sex (except in Montana),  risk class, the length of time your
        Policy has been in force and the Specified Amount.  For example,  a male
        age 35 at issue,  in the  nontobacco  risk class and the preferred  rate
        class,  for surrender  charge is $13.00 for each  $1,000.00 of specified
        amount in the first five years,  declining to $1.00 per $1,000.00 in the
        twelfth year and zero  thereafter.  The length of the  Surrender  Charge
        period varies depending upon the Policy Owner's issue age: the period is
        12 years  through  age 52, 11 years at age 53, 10 years at age 54, and 9
        years at age 55 and  thereafter.  The Surrender  Charge for each Owner's
        Policy is stated on the Policy's data page.

        The purpose of the  Surrender  Charge is to reimburse us for some of our
        expenses incurred in distributing the Policies. The Surrender Charge and
        Administrative  charge  may  not  be  enough  to  cover  all  sales  and
        administrative expenses which we will incur in selling the Policies. Any
        shortfall,   including   but  not   limited  to  payment  of  sales  and
        distribution expenses, would be charge to and paid by us.
                                       13
<PAGE>

        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.     REDEMPTIONS FOR CHARGES DEDUCTED UNDER THE POLICY

               1. DEDUCTIONS FROM PREMIUM. Many states and municipalities charge
               a premium  tax.  The range of charges  is from 0.75% to 5.0%.  We
               also incur federal income tax liability  under  Internal  Revenue
               Code  Section 848 (a Deferred  Acquisition  Cost tax) upon Policy
               premium collected. We deduct 3.75% of each Policy premium payment
               we receive to cover these state tax expenses  (where  permitted),
               federal tax expenses and other general  expenses.  We also deduct
               $2 from each  Policy  premium  payment  we  receive  to cover our
               premium processing expenses.

               2.     MONTHLY DEDUCTION.

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

               Each charge is  deducted  in the  following  manner:  first,  all
               charges are calculated,  based on the  Accumulation  Value on the
               Monthly Deduction Date (before monthly charges are deducted,  but
               reflecting  charges  deducted from Subaccount  assets),  and then
               deducted.  The Monthly  Deduction  is deducted  pro rata from the
               Accumulation Value in the Subaccounts and the Fixed Account.

                      COST OF INSURANCE CHARGE.

                      The  guaranteed  cost  of  insurance  each  month  used in
               calculating the Monthly Deduction equals:
                                       14
<PAGE>

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

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

                      The net amount at risk in any month equals:

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

                      We may use current  cost of  insurance  charges  less than
               those shown.  Current cost of insurance  charges are based on the
               Insured's  issue  age,  sex  (except in  Montana),  risk and rate
               classes. We reserve the right to change current cost of insurance
               charges.  Changes in cost of insurance rates will be by class and
               will be based on changes in future  expectations  of factors such
               as:

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

                      RISK  CHARGE.   We  deduct  a  charge  from  the  Policy's
               Accumulation Value (including amounts of Accumulation Value moved
               to the Loan  Account  as  collateral  for Policy  loans),  before
               monthly  charges are deducted,  but reflecting  charges  deducted
               from Subaccount  assets,  on each Monthly  Deduction Date for the
               mortality  risks that we assume.  In Policy  Years 1 through  10,
               this Risk Charge is  equivalent  to an annual  charge of 0.70% of
               the Accumulation Value,  deducted on each Monthly Deduction Date.
               In Policy Years 11 and later,  this Risk Charge is  equivalent to
               an annual charge of 0.55% of the Accumulation Value,  deducted on
               each Monthly  Deduction  Date. The charge is deducted as 0.05833%
               of the  Accumulation  Value,  deducted on each Monthly  Deduction
               Date,  for  the  first  10  Policy  Years,  and  0.04583%  of the
               Accumulation Value,  deducted on each Monthly Deduction Date, for
               Policy Years 11 and  thereafter.  The mortality risk we assume is
               that  Insureds  may  live for  shorter  periods  of time  than we
               estimated,  or the  Accumulation  Value is not enough to keep the
               Policy in force during the No-Lapse  Period.  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.
                                       15
<PAGE>

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

                      COST OF RIDERS.

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

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

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

               3.     ACCELERATED DEATH BENEFIT RIDER
                      4% (7.4% in Vermont and Oklahoma) of the elected amount is
               imposed  at  the  time  the  election  is  made  to  receive  the
               accelerated death benefits provided by this rider.

        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
                                       16
<PAGE>

                      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
                                       17
<PAGE>

        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.


                                     - END -
                                       18


Exhibit    7.  Consents of  Independent  Auditors  
               (a) Deloitte & Touche LLP 
               (b) Coopers & Lybrand L.L.P.



INDEPENDENT AUDITORS' CONSENT


We  consent to the use in this  Pre-Effective  Amendment  No. 1 to  Registration
Statement  No.  333-35587  of United of Omaha  Separate  Account B of our report
dated February 2, 1998, on the financial  statements of United of Omaha Separate
Account B and our report dated April 21, 1997,  on the  financial  statements of
United of Omaha Life Insurance Company appearing in the Registration  Statement,
and to the related reference to us under the heading "Independent Auditors".



DELOITTE & TOUCHE LLP



Omaha, Nebraska
February 2, 1998

<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the inclusion in this registration statement on Form S-6 (File No.
333-35587) 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.


Coopers & Lybrand L.L.P.
Omaha, Nebraska
February 2, 1998




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