AUL AMERICAN INDIVIDUAL UNIT TRUST
485BPOS, 1997-05-01
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     As filed with the Securities and Exchange Commission on April 30, 1997
    
                               
                                File No. 33-79562


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

                        REGISTRATION STATEMENT UNDER THE
                       [X]   SECURITIES ACT OF 1933

                       [ ] Pre-Effective Amendment No.

   
                       [X] Post-Effective Amendment No. 5
    

                                     and/or

                        REGISTRATION STATEMENT UNDER THE
                       [X] INVESTMENT COMPANY ACT OF 1940

   
                        [X]     Amendment No. 6
    

                        (Check appropriate box or boxes)

                       AUL AMERICAN INDIVIDUAL UNIT TRUST
                           (Exact Name of Registrant)

                    AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                               (Name of Depositor)

                One American Square, Indianapolis, Indiana 46282
         (Address of Depositor's Principal Executive Offices) (Zip Code)

                  Depositor's Telephone Number: (317) 263-1877

       Richard A. Wacker, One American Square, Indianapolis, Indiana 46282
                     (Name and Address of Agent for Service)

Title of Securities Being Registered: Interests in individual variable annuity
contracts

   
Declaration Pursuant to Rule 24f-2:  Pursuant to Rule 24f-2 under the Investment
Company Act of 1940,  the  Registrant  has  registered an  indefinite  number or
amount of securities under the Securities Act of 1933.  Registrant will file its
notice pursuant to Rule 24f-2 for its fiscal year ending December 31, 1997 on or
before February 28, 1998.
    

It is proposed that this filing will become effective (Check appropriate Space)

_____    immediately upon filing pursuant to paragraph (b) of Rule 485

   
  X      on  May 1, 1997 pursuant to paragraph (b) of Rule 485
_____       ------------ 
    
_____    60 days after filing pursuant to paragraph (a)(i) of Rule 485

_____    on (date) pursuant to paragraph (a)(1) of Rule 485

_____    75 days after filing pursuant to paragraph (a)(ii)

_____    on (date) pursuant to paragraph (a) (ii) of Rule 485

_____    this post-effective amendment designates a new effective date for a
         previously filed amendment.



<PAGE>
<TABLE>
<CAPTION>




                                                 CROSS REFERENCE SHEET
                                                 Pursuant to Rule 495

               Showing Location in Part A (Prospectus) and Part B (Statement of Additional Information)
                             of Registration Statement of Information Required by Form N-4

PART A - PROSPECTUS

Item of Form N-4                          Prospectus Caption
- ----------------                          ------------------
<S>                                         <C>
 1. Cover Page ...........................  Cover Page
 2. Definitions ..........................  Definitions
 3. Synopsis .............................  Summary; Expense Table
 4. Condensed Financial Information ......  Not Applicable
 5. General Description of Registrant,  
    Depositor, and Portfolio Companies....  Information About AUL, The Variable
                                            Account, and the Funds; Voting of
                                            Shares of the Funds
 6. Deductions and Expenses ..............  Charges and Deductions
 7. General Description of Variable
    Annuity Contracts ....................  The Contracts; Premiums and Contract
                                            Values During the Accumulation
                                            Period; Cash Withdrawals and
                                            Death Proceeds; Summary; Annuity
                                            Period
 8. Annuity Period .......................  Annuity Period
 9. Death Benefit ........................  Cash Withdrawals and The Death 
                                            Proceeds
10. Purchases and Contract Values ........  Premiums and Contract Values During
                                            the Accumulation Period
11. Redemptions ..........................  Cash Withdrawals and The Death 
                                            Proceeds
12. Taxes ................................  Federal Tax Matters
13. Legal Proceedings ....................  Other Information
14. Table of Contents for the Statement
    of Additional Information ............  Statement of Additional Information
<CAPTION>

PART B - STATEMENT OF ADDITIONAL INFORMATION

Statement of Additional Information         Statement of Additional Information
Item of Form N-4                            Caption
- -----------------------------------         ------------------------------------
<S>                                         <C>
15. Cover Page ...........................  Cover Page
16. Table of Contents ....................  Table of Contents
17. General Information and History ......  General Information and History
18. Services .............................  Custody of Assets; Independent
                                            Accountants
19. Purchase of Securities Being Offered .  Distribution of Contracts; 
                                            (Prospectus) Charges and Deductions
20. Underwriters .........................  Distribution of Contracts
21. Calculation of Performance Data ......  Performance Information
22. Annuity Payments .....................  (Prospectus) Annuity Period
23. Financial Statements .................  Financial Statements

<CAPTION>
PART C - OTHER INFORMATION

Item of Form N-4                            Part C Caption
- ----------------                            --------------
<S>                                         <C>
24. Financial Statements and Exhibits ....  (Statement of Additional 
                                            Information) Financial Statements 
                                            and Exhibits
25. Directors and Officers of the
    Depositor.............................  Directors and Officers of AUL
26. Persons Controlled By or Under
    Common Control with the Depositor or
    Registrant............................  Persons Controlled By or Under
                                            Common Control of Depositor or
                                            Registrant
27. Number of Contractowners .............  Number of Contractholders
28. Indemnification ......................  Indemnification
29. Principal Underwriters ...............  Principal Underwriters
30. Location of Accounts and Records .....  Location of Accounts and Records
31. Management Services ..................  Management Services
32. Undertakings..........................  Undertakings
    Signatures .........................    Signatures
</TABLE>


<PAGE>
                                       1


                                   PROSPECTUS

                                       for

                       AUL American Individual Unit Trust
                         AUL American Series Fund, Inc.

   
                                Dated May 1, 1997
    


                                  Sponsored by:
                    American United Life Insurance Company(R)
                                  P.O. Box 7127
                        Indianapolis, Indiana 46209-7127


                                     AUL




                                      
<PAGE>
                                      
                                   Prospectus
                       AUL American Individual Unit Trust
                      INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                                   Offered By
                    American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282
                                 (317) 263-1877
                       Individual Annuity Service Office:
                 P.O. Box 7127, Indianapolis, Indiana 46209-7127
                                 (800) 863-9354
   

     This  Prospectus  describes  individual  variable  annuity  contracts  (the
"Contracts")  offered by American United Life Insurance Company(R) ("AUL" or the
"Company").  The  Contracts  are  designed  for use in  connection  with non-tax
qualified  retirement  plans  and  deferred  compensation  plans for individuals
("Non-Qualified  Plans")  and also for use by  individuals  in  connection  with
retirement plans that meet the  requirements of Sections 401, 403(b),  or 408 of
the Internal Revenue Code ("Qualified Plans").
    
     This Prospectus describes two variations of Contracts,  including Contracts
for  which  premiums  may vary in  amount  and  frequency,  subject  to  certain
limitations  ("Flexible Premium Contracts") and Contracts for which premiums may
vary in amount  and  frequency,  subject  to  certain  limitations  in the first
Contract  Year only ("One Year  Flexible  Premium  Contracts").  Both  Contracts
provide  for the  accumulation  of values on either a  variable  basis,  a fixed
basis,  or both.  The Contracts also provide  several  options for fixed annuity
payments to begin on a future date.

   
     Premiums  designated to accumulate on a variable  basis may be allocated to
one or more of the Investment  Accounts of a separate  account of AUL called the
AUL American  Individual  Unit Trust (the "Variable  Account").  Each Investment
Account of the Variable Account invests in shares of one of the following mutual
funds:  AUL American  Series Fund,  Inc.  which offers the Equity,  Bond,  Money
Market,  Managed  and  Tactical  Asset  Allocation  Portfolios;  Acacia  Capital
Corporation,  which offers the Calvert Capital Accumulation Fund; Alger American
Portfolio,  which offers the Alger American Growth  Portfolio;  American Century
Variable  Portfolios,  Inc.,  which  offers the VP Capital  Appreciation  and VP
International  Portfolios;  Fidelity Variable  Insurance  Products Fund ("VIP"),
which offers the  Equity-Income,  Growth,  High Income and Overseas  Portfolios;
Fidelity Variable  Insurance Products Fund II ("VIP II"), which offers the Asset
Manager, Contrafund, and Index 500 Portfolios; PBHG Insurance Series Fund, Inc.,
which offers the Growth II and Technology &  Communications  Portfolios;  and T.
Rowe Price Equity  Series,  Inc.,  which offers the T. Rowe Price Equity  Income
Portfolio.  AUL acts as the  investment  adviser  to the  portfolios  of the AUL
American  Series  Fund,  Inc.,  and  Dean  Investment  Associates  acts  as  the
Sub-Adviser  to  the  Tactical  Asset  Allocation  Portfolio.  American  Century
Investment  Management,  Inc.  acts as the  investment  adviser to the  American
Century Variable  Portfolios,  Inc. Calvert  Management  Corporation acts as the
investment  adviser to the Acacia  Capital  Corporation.  Fidelity  Management &
Research  Company  ("FMR") acts as the investment  adviser to the VIP and VIP II
Funds. Fred Alger & Company acts as the investment adviser to the Alger American
Fund.  Pilgrim Baxter & Associates,  LTD. acts as the investment adviser to PBHG
Insurance  Series  Fund,  Inc.  T.  Rowe  Price  Associates,  Inc.  acts  as the
investment adviser to the T. Rowe Price Equity Series, Inc.
    
     Premiums  allocated to an Investment  Account of the Variable  Account will
increase or decrease in dollar value depending on the investment  performance of
the corresponding  Fund in which the Investment  Account invests.  These amounts
are not  guaranteed.  Premiums  designated to accumulate on a fixed basis may be
allocated to AUL's Fixed  Account and will earn  interest at rates that are paid
by AUL as described in "The Fixed Account."
   
     This Prospectus  concisely sets forth  information  about the Contracts and
the Variable Account that a prospective  investor should know before  investing.
Certain  additional  information  is  contained in a  "Statement  of  Additional
Information,"  dated May 1, 1997,  which has been filed with the  Securities and
Exchange  Commission  (the "SEC").  The Statement of Additional  Information  is
incorporated by reference into this  Prospectus.  A copy may be obtained without
charge by calling or writing to AUL at the telephone number or address indicated
above.  The table of contents of the  Statement  of  Additional  Information  is
located at the end of this Prospectus.
    

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

           THIS PROSPECTUS SHOULD BE ACCOMPANIED BY THE CURRENT  PROSPECTUSES
           FOR THE FUND OR FUNDS BEING CONSIDERED.  EACH OF THESE PROSPECTUSES
           SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

   
                   The date of this Prospectus is May 1, 1997.
    


<PAGE>
                                       2



                                TABLE OF CONTENTS
Description                                               Page
- -----------                                               ----
DEFINITIONS.............................................      3

SUMMARY.................................................      5
  Purpose of the Contracts..............................      5
  Types of Contracts....................................      5
  The Variable Account and the Funds....................      5
  Fixed Account.........................................      5
  Premiums..............................................      5
  Transfers.............................................      5
  Withdrawals...........................................      6
  The Death Benefit.....................................      6
  Charges...............................................      6
  Free Look Right.......................................      6
  Dollar Cost Averaging.................................      6
  Contacting AUL........................................      6

EXPENSE TABLE...........................................      6

CONDENSED FINANCIAL INFORMATION.........................     10

PERFORMANCE OF THE INVESTMENT
ACCOUNTS................................................     11

   
INFORMATION ABOUT AUL, THE VARIABLE
ACCOUNT, AND THE FUNDS..................................     12
  American United Life Insurance Company(R).............     12
  Variable Account......................................     12
  The Funds.............................................     13
  AUL American Series Fund, Inc.........................     13
   AUL American Equity Portfolio........................     13
   AUL American Bond Portfolio..........................     13
   AUL American Money Market Portfolio..................     13
   AUL American Managed Portfolio.......................     13
   AUL American Tactical Asset
      Allocation Portfolio..............................     13
  Acacia Capital Corporation............................     14
   Calvert Capital Accumulation Portfolio...............     14
  Alger American Fund...................................     14
   Alger American Growth Portfolio......................     14
  American Century Variable Portfolios, Inc.............     14
   VP Capital Appreciation Portfolio....................     14
   VP International Portfolio...........................     14
  Fidelity Variable Insurance Products Fund.............     14
   Equity-Income Portfolio..............................     14
   Growth Portfolio.....................................     14
   High Income Portfolio................................     14
   Overseas Portfolio...................................     14
  Fidelity Variable Insurance Products Fund II..........     14
   Asset Manager Portfolio..............................     14
   Contrafund Portfolio.................................     14
   Index 500 Portfolio..................................     14
  PBHG Insurance Series Fund, Inc.......................     15
   Growth II Portfolio..................................     15
   Technology & Communications Portfolio................     15
  T. Rowe Price Equity Series, Inc......................     15
   T. Rowe Price Equity Income..........................     15
    

THE CONTRACTS...........................................     15
  General...............................................     15

PREMIUMS AND CONTRACT VALUES
DURING THE ACCUMULATION PERIOD..........................     15
  Application for a Contract............................     15
  Premiums under the Contracts..........................     15
  Free Look Period......................................     16
  Allocation of Premiums................................     16
  Transfers of Account Value............................     16
  Dollar Cost Averaging Program.........................     16
  Contract Owner's Variable Account Value...............     17
   Accumulation Units...................................     17
   Accumulation Unit Value..............................     17
   Net Investment Factor................................     17

CASH WITHDRAWALS AND THE DEATH PROCEEDS.................     18
  Cash Withdrawals......................................     18
  The Death Proceeds....................................     18
  Payments from the Variable Account....................     19

CHARGES AND DEDUCTIONS..................................     19
  Premium Tax Charge....................................     19
  Withdrawal Charge.....................................     19
  Mortality and Expense Risk Charge.....................     20
  Administrative Fee....................................     20
  Other Charges.........................................     20
  Variations in Charges.................................     20
  Guarantee of Certain Charges..........................     20
  Expenses of the Funds.................................     20

ANNUITY PERIOD..........................................     21
  General...............................................     21
  Annuity Options.......................................     21
   Option 1-Income for a Fixed Period...................     21
   Option 2-Life Annuity................................     21
   Option 3-Survivorship Annuity........................     21
   Selection of an Option...............................     21

THE FIXED ACCOUNT.......................................     22
  Interest..............................................     22
  Withdrawals...........................................     22
  Transfers.............................................     22
  Contract Charges......................................     22
  Payments from the Fixed Account.......................     23

MORE ABOUT THE CONTRACTS................................     23
  Designation and Change of Beneficiary.................     23
  Assignability.........................................     23
  Proof of Age and Survival.............................     23
  Misstatements.........................................     23
  Acceptance of New Premiums............................     23

FEDERAL TAX MATTERS.....................................     23
  Introduction..........................................     23
  Diversification Standards.............................     24
  Taxation of Annuities in General-
   Non-Qualified Plans..................................     24
  Additional Considerations.............................     25
  Qualified Plans.......................................     25
  403(b) Programs-Constraints on Withdrawals............     26

OTHER INFORMATION.......................................     27
  Voting of Shares of the Funds.........................     27
  Substitution of Investments...........................     27
  Changes to Comply with Law and Amendments.............     28
  Reservation of Rights.................................     28
  Periodic Reports......................................     28
  Legal Proceedings.....................................     28
  Legal Matters.........................................     28
  Financial Statements..................................     28

PERFORMANCE INFORMATION ................................     28

STATEMENT OF ADDITIONAL
INFORMATION TABLE OF CONTENTS...........................     29


<PAGE>
                                       3

                                   DEFINITIONS

Various terms commonly used in this Prospectus are defined as follows:

ACCUMULATION PERIOD - The period commencing on the Contract Date and terminating
when the Contract is  terminated,  either  through a  surrender,  withdrawal(s),
annuitization,   payment  of  charges,  payment  of  the  death  benefit,  or  a
combination thereof.

ACCUMULATION  UNIT - A unit of measure used to record  amounts of increases  to,
decreases  from, and  accumulations  in the Investment  Accounts of the Variable
Account during the Accumulation Period.

ANNUITANT - The person or persons on whose life annuity payments depend.

ANNUITY - A series of payments made by AUL to an Annuitant or Beneficiary during
the period specified in the Annuity Option.

ANNUITY  DATE - The first day of any month in which an  annuity  begins  under a
Contract,  which  shall not be later  than the  required  beginning  date  under
applicable federal requirements.

ANNUITY  OPTIONS - Options under a Contract that prescribe the provisions  under
which  a  series  of  annuity  payments  are  made to an  Annuitant,  contingent
Annuitant, or Beneficiary.

ANNUITY PERIOD - The period during which annuity payments are made.

AUL - American United Life Insurance Company(R).

BENEFICIARY - The person having the right to payment of death proceeds,  if any,
payable upon the death of the Contract Owner during the Accumulation Period, and
the person  having the right to benefits,  if any,  payable upon the death of an
Annuitant  during the  Annuity  Period  under any  Annuity  Option  other than a
survivorship option (i.e., Option 3-under which the contingent Annuitant has the
right to benefits payable upon the death of an Annuitant).

BUSINESS  DAY - A day on  which  AUL's  Home  Office  is  customarily  open  for
business.  Traditionally,  in addition to federal holidays,  AUL is not open for
business  on the day  after  Thanksgiving  and  either  the day  before or after
Christmas or Independence Day.

CONTRACT ANNIVERSARY - The yearly anniversary of the Contract Date.

CONTRACT DATE - The date shown as the Contract  Date in a Contract.  It will not
be later than the date the initial premium is accepted under a Contract,  and it
is the date used to determine  Contract  Months,  Contract  Years,  and Contract
Anniversaries.

CONTRACT OWNER OR OWNER - The person entitled to the ownership  rights under the
Contract and in whose name the Contract is issued. A trustee or custodian may be
designated to exercise an Owner's rights and  responsibilities  under a Contract
in connection with a retirement plan that meets the  requirements of Section 401
or 408 of the Internal  Revenue  Code.  An  administrator,  custodian,  or other
person  performing  similar  functions  may be designated to exercise an Owner's
responsibilities  under a Contract in connection with a 403(b) Program. The term
"Owner," as used in this Prospectus,  shall include,  where appropriate,  such a
trustee, custodian, or administrator.

CONTRACT  VALUE - The current value of a Contract,  which is equal to the sum of
Fixed Account Value and Variable  Account Value.  Initially,  it is equal to the
initial  premium  and  thereafter  will  reflect  the net  result  of  premiums,
investment experience, charges deducted, and any partial withdrawals taken.

CONTRACT YEAR - A period  beginning  with one Contract  Anniversary,  or, in the
case of the first Contract Year,  beginning on the Contract Date, and ending the
day before the next Contract Anniversary.

DEATH PROCEEDS - The amount payable to the Beneficiary by reason of the death of
the Annuitant or Owner in accordance with the terms of the Contract.

EMPLOYEE  BENEFIT  PLAN - A pension or profit  sharing  plan  established  by an
Employer for the benefit of its employees  and which is qualified  under Section
401 of the Internal Revenue Code.

FIXED ACCOUNT - An account that is part of AUL's General Account in which all or
a portion  of a Owner's  Contract  Value may be held for  accumulation  at fixed
rates of interest paid by AUL.

FIXED  ACCOUNT  VALUE - The total value under a Contract  allocated to the Fixed
Account.

403(b)  PROGRAM  -  An  arrangement  by  a  public  school  organization  or  an
organization  that is  described in Section  501(c)(3)  of the Internal  Revenue
Code,  including certain charitable,  educational and scientific  organizations,
under which  employees are permitted to take advantage of the Federal income tax
deferral benefits provided for in Section 403(b) of the Internal Revenue Code.
   
408 PROGRAM - A plan of individual retirement accounts or annuities, including a
simplified  employee pension plan or SIMPLE IRA plan established by an employer,
that meets the requirements of Section 408 of the Internal Revenue Code.
    
FREE  WITHDRAWAL  AMOUNT - The amount that may be  with-

<PAGE>
                                       4

drawn without incurring  withdrawal  charges,  which is 12% of the Contract
Value at the time the first withdrawal in a given Contract Year is requested.

   
FUNDS - AUL American Series Fund,  Inc.,  which offers the Equity,  Bond,  Money
Market,  Managed,  and Tactical  Asset  Allocation  Portfolios;  Acacia  Capital
Corporation,  which offers the Calvert Capital Accumulation Fund; Alger American
Fund,  which  offers  the Alger  American  Growth  Portfolio;  American  Century
Variable  Portfolios,  Inc.  which  offers  the VP Capital  Appreciation  and VP
International  Portfolios;  Fidelity Variable  Insurance  Products Fund ("VIP"),
which offers the  Equity-Income,  Growth,  High Income and Overseas  Portfolios;
Fidelity Variable  Insurance Products Fund II ("VIP II"), which offers the Asset
Manager, Contrafund, and Index 500 Portfolios; PBHG Insurance Series Fund, Inc.,
which offers the Growth II and the Technology & Communications  Portfolios;  and
T. Rowe Price Equity Series,  Inc., which offers the T. Rowe Price Equity Income
Portfolio.  Each of the Funds is a diversified,  open-end management  investment
company commonly referred to as a mutual fund, or a portfolio thereof.
    
GENERAL  ACCOUNT - All assets of AUL other than those  allocated to the Variable
Account or to any other separate account of AUL.

   
HOME OFFICE - The Individual  Annuity Service Office at AUL's principal business
office, One American Square, Indianapolis, Indiana 46282.
    

HR-10 PLAN - An Employee Benefit Plan  established by a self-employed  person in
accordance with Section 401 of the Internal Revenue Code. Investment Account - A
sub-account of the Variable Account that invests in shares of one of the Funds.

INVESTMENT ACCOUNT - A sub-account  of  the  Variable  Account  that  invests in
shares of one of the Funds.

NET PURCHASE PAYMENTS - The premiums paid less any applicable premium tax.

   
NON-TAX QUALIFIED DEFERRED  COMPENSATION PLAN - An unfunded arrangement in which
an employer makes agreements with management or highly compensated  employees to
make payments in the future in exchange for their current services.
    

PREMIUMS - The amounts paid to AUL as consideration  for the Contract.  In those
states that require the payment of premium tax upon receipt of a premium by AUL,
the term "premium"  shall refer to the amount  received by AUL net of the amount
deducted for premium tax.

QUALIFIED PLANS - Employee Benefit Plans, 403(b) Programs and 408 Programs.

VALUATION  DATE - Each date on which  the  Variable  Account  is  valued,  which
currently  includes  each  Business Day that is also a day on which the New York
Stock Exchange is open for trading.

VALUATION PERIOD - A period used in measuring the investment  experience of each
Investment  Account of the Variable Account.  The Valuation Period begins at the
close  of one  Valuation  Date and  ends at the  close  of the  next  succeeding
Valuation Date.

VARIABLE  ACCOUNT  VALUE - The total  value  under a Contract  allocated  to the
Investment Accounts of the Variable Account.

WITHDRAWAL  VALUE - An Owner's  Contract Value minus the  applicable  withdrawal
charge.

<PAGE>
                                       5


                                     SUMMARY

     This  summary  is  intended  to  provide  a  brief  overview  of  the  more
significant  aspects  of the  Contracts.  Further  detail  is  provided  in this
Prospectus, the Statement of Additional Information,  and the Contracts.  Unless
the  context  indicates  otherwise,  the  discussion  in  this  summary  and the
remainder of the  Prospectus  relates to the portion of the Contracts  involving
the Variable  Account.  The Fixed Account is briefly  described under "The Fixed
Account" and in the pertinent Contract.

PURPOSE OF THE CONTRACTS

   
     The individual variable annuity contracts  ("Contracts")  described in this
Prospectus are offered for use in connection with non-tax  qualified  retirement
plans and deferred  compensation plans for individuals  ("Non-Qualified  Plans")
and also for use by individuals in connection  with  retirement  plans that meet
the  requirements  of Sections 401,  403(b) or 408 of the Internal  Revenue Code
(collectively  "Qualified  Plans").  A Contract  presents  a dynamic  concept in
retirement  planning  designed to give Contract Owners  flexibility in attaining
investment  goals.  A  Contract  provides  for the  accumulation  of values on a
variable basis, a fixed basis,  or both, and provides  several options for fixed
annuity payments.  During the Accumulation Period, a Contract Owner can allocate
premiums to the various  Investment  Accounts of the Variable  Account or to the
Fixed Account. See "The Contracts."
    

TYPES OF CONTRACTS

     AUL  offers  two  variations  of  contracts  that  are  described  in  this
Prospectus.  Under Flexible Premium  Contracts,  premiums may vary in amount and
frequency,  subject to the limitations  described below. Under One Year Flexible
Premium  Contracts,  premiums may vary in amount and  frequency  but may be made
during the first Contract Year only.

THE VARIABLE ACCOUNT AND THE FUNDS

   
     Premiums  designated to accumulate on a variable basis are allocated to the
Variable  Account.  See "Variable  Account."  The Variable  Account is currently
divided into  subaccounts  referred to as Investment  Accounts.  Each Investment
Account invests  exclusively in shares of one of the following mutual Funds: AUL
American Series Fund, Inc. which offers the Equity, Bond, Money Market, Managed,
and Tactical Asset  Allocation  Portfolios;  Acacia Capital  Corporation,  which
offers the Calvert Capital  Accumulation Fund; Alger American Fund, which offers
the Alger American Growth Portfolio; American Century Variable Portfolios, Inc.,
which  offers the VP Capital  Appreciation  Portfolio  and the VP  International
Portfolio;  Fidelity Variable Insurance Products Fund ("VIP"),  which offers the
Equity-Income,  Growth, High Income, and Overseas Portfolios;  Fidelity Variable
Insurance  Products  Fund  II  ("VIP  II"),  which  offers  the  Asset  Manager,
Contrafund,  and Index 500 Portfolios;  PBHG Insurance  Series Fund, Inc., which
offers the Growth II and the Technology & Communications  Portfolio; and T. Rowe
Price  Equity  Series,  Inc.,  which  offers  the T. Rowe  Price  Equity  Income
Portfolio.  AUL acts as the  investment  adviser  to the  portfolios  of the AUL
American Series Fund, Inc. Dean Investment Associates acts as Sub-Adviser to the
Tactical Asset Allocation  Portfolio.  American Century  Investment  Management,
Inc. acts as the investment adviser to the American Century Variable Portfolios,
Inc. Calvert Management Corporation acts as the investment adviser to the Acacia
Capital Corporation.  Fidelity Management & Research Company ("FMR") acts as the
investment adviser to the VIP and VIP II Funds. Fred Alger & Company acts as the
investment adviser to the Alger American Fund. Pilgrim Baxter & Associates, LTD.
acts as the investment adviser to PBHG Insurance Series Fund, Inc. T. Rowe Price
Associates,  Inc.  acts as the  investment  adviser to the T. Rowe Price  Equity
Series, Inc.
    
     Each of the Funds  has a  different  investment  objective  or  objectives.
Premiums may be allocated to one or more Investment  Accounts  available under a
Contract. The value of the Accumulation Units held in an Investment Account will
increase or decrease in dollar value depending on the investment  performance of
the  corresponding  Fund in which the Investment  Account invests.  The Contract
Owner bears the investment risk for amounts  allocated to an Investment  Account
of the Variable Account.


FIXED ACCOUNT

     Premiums  designated to accumulate on a fixed basis may be allocated to the
Fixed Account, which is part of AUL's General Account.  Amounts allocated to the
Fixed  Account earn  interest at rates  periodically  determined by AUL that are
guaranteed  to be at least  an  effective  annual  rate of 3%.  See  "The  Fixed
Account."

PREMIUMS

     For Flexible Premium Contracts,  premiums may vary in amount and frequency,
but each  premium  payment  must be at least $50.  For the first three  Contract
Years,  premiums must total, on a cumulative  basis, at least $300 each Contract
Year. For One Year Flexible Premium Contracts,  premiums may be paid only during
the first  Contract  Year, and each premium must be at least $500. See "Premiums
under the Contracts."

TRANSFERS

     A Contract  Owner's  Variable  Account Value may be  transferred  among the
Investment  Accounts  of the  Variable  Account  that are  available  under  the
Contract  or to the Fixed  Account at any time during the  Accumulation  Period.
Part of a Contract Owner's Fixed Account Value may be transferred to one or more
available  Investment  Accounts of the Variable  Account during the Accumulation
Period,  subject  to  certain  restrictions.  The  minimum  amount  that  may be
transferred  from any one  Investment  Account or from the Fixed Account is $500
or, if

<PAGE>
                                       6


less than $500, the Contract Owner's  remaining  Contract Value in an Investment
Account or the Fixed Account,  provided however,  that amounts  transferred from
the Fixed Account to an Investment Account during any given Contract Year cannot
exceed  20% of the  Owner's  Fixed  Account  Value as of the  beginning  of that
Contract  Year.  If, after any  transfer,  the  remaining  Contract  Value in an
Investment  Account or in the Fixed Account  would be less than $500,  then such
request  will be treated  as a request  for a  transfer  of the entire  Contract
Value. See "Transfers of Account Value."

WITHDRAWALS

     At any time before the Annuity Date and during the lifetime of the Contract
Owner and subject to the  limitations  under any  applicable  Qualified Plan and
applicable  law, a Contract may be  surrendered  or a partial  withdrawal may be
taken from the Contract Value.  The minimum amount that may be withdrawn from an
Owner's Contract Value is $200 for Flexible  Premium  Contracts and $500 for One
Year Flexible Premium Contracts.

     Certain  retirement  programs,  such as 403(b)  Programs,  are  subject  to
constraints on withdrawals and full surrenders. See "403(b) Programs-Constraints
on  Withdrawals."  See "Cash  Withdrawals" for more  information,  including the
possible charges and tax consequences of full and partial withdrawals.

THE DEATH BENEFIT

     The  Contracts  provide for a death benefit upon the death of the Annuitant
or Contract Owner during the Accumulation  Period.  See "Death Benefit" for more
information.  The Contracts  provide for several optional fixed Annuity Options,
any one of which may be elected if permitted by any  applicable  Qualified  Plan
and  applicable  law.  Payments  under  the  Annuity  Options  will be fixed and
guaranteed by AUL. See "Annuity Period."

CHARGES

     Certain  charges will be deducted in  connection  with the operation of the
Contracts  and the  Variable  Account  including  a  withdrawal  charge  that is
assessed  upon partial  withdrawal  or  surrender,  a mortality and expense risk
charge, a premium tax charge, and an administrative fee. In addition, investment
advisory fees and other expenses are paid by the Funds. For further  information
on these charges and expenses, see "Charges and Deductions."

FREE LOOK RIGHT

     The Owner has the right to return the  Contract  for any reason  within ten
days of receipt (or a longer  period if required by state law). If this right is
exercised,  the Contract will be considered void from its inception and AUL will
refund to the Owner the  greater of (1)  premium  payments  or (2) any  Contract
Value as of the end of the  Valuation  Period in which AUL receives the Contract
plus any amounts deducted for premium taxes.

DOLLAR COST AVERAGING

     Owners who wish to purchase units of an Investment Account over a period of
time may do so through the Dollar Cost Averaging  ("DCA")  Program.  Under a DCA
Program,  the owner authorizes AUL to transfer a specific dollar amount from the
AUL American Money Market  Investment  Account into one or more other Investment
Accounts at the unit values  determined on the dates of the transfers.  This may
be done monthly,  quarterly,  semi-annually,  or annually.  These transfers will
continue  automatically until AUL receives notice to discontinue the Program, or
until  there is not  enough  money in the Money  Market  Investment  Account  to
continue the Program,  whichever occurs first.  Currently,  the minimum required
amount for each transfer is $500, although AUL reserves the right to change this
minimum transfer amount in the future. To participate in the Program,  a minimum
deposit of $10,000 is required.  For further  information,  see the  explanation
under "Dollar Cost Averaging Program."

CONTACTING AUL

   
     All written requests, notices, and forms required by the Contracts, and any
questions or inquiries  should be directed to AUL's  Individual  Annuity  Office
shown in the front of this Prospectus.
    
                                  EXPENSE TABLE
   
     The purpose of the following table is to assist  investors in understanding
the  various  costs  and  expenses  that  Contract   Owners  bear  directly  and
indirectly.  The table reflects  expenses of the Variable Account as well as the
Funds. Expenses of the Variable Account shown under "Contract Owner Transaction
Expenses"  (including  the  withdrawal  charge  and  annual  contract  fee)  and
"Variable  Account Annual  Expenses" are fixed and specified  under the terms of
the  Contract.  Expenses of the Funds as shown under "Fund Annual  Expenses" are
not fixed or specified  under the terms of the Contract,  and may vary from year
to year. The fees in this expense table have been provided by the Funds and have
not been independently verified by AUL. The table does not reflect AUL's charges
for premium taxes that may be imposed by various jurisdictions. See "Premium Tax
Charge." The information  contained in the table is not generally  applicable to
amounts  allocated to the Fixed Account or to annuity  payments under an Annuity
Option.
    

<PAGE>
                                       7

                            EXPENSE TABLE (continued)

     For a complete description of a Contract's costs and expenses, see "Charges
and  Deductions."  For a more  complete  description  of the  Funds'  costs  and
expenses, see the Funds' Prospectuses.
<TABLE>
<CAPTION>

CONTRACT OWNER TRANSACTION EXPENSES
 SALES CHARGE (ALSO REFERRED TO AS A "WITHDRAWAL CHARGE")(1)

          Charge on Withdrawal Exceeding 12% Free Withdrawal Amount(1)
<S>                                <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>     <C>    <C>       
Contract Year                       1      2        3        4        5        6       7        8        9       10     11 or more
- -------------                       -      -        -        -        -        -       -        -        -       --     ----------

Flexible Premium
  Contracts                        10%     9%       8%       7%       6%       5%      4%       3%       2%       1%         0%
One Year Flexible
  Premium Contracts                 7%     6%       5%       4%       3%       2%      1%       0%       0%       0%         0%
Annual Contract Fee
Maximum administrative fee (per year)(2).....................................................................................   $30
Variable Account Annual Expenses (as a percentage of average account value)
Mortality and expense risk fee...............................................................................................  1.25%

</TABLE>
<TABLE>
       FUND ANNUAL EXPENSES (as a percentage of net assets of each Fund)
<S>                                                                  <C>                      <C>                    <C>
                                                                     Management/              Other               Total Fund
Portfolio                                                            Advisory Fee             Expenses          Annual Expenses
- ---------                                                            ------------             --------          ---------------

   
AUL American Series Fund, Inc.
  Equity Portfolio                                                   0.50%(3)                 0.20%                  0.70%
  Bond Portfolio                                                     0.50%(3)                 0.21%                  0.71%
  Managed Portfolio                                                  0.50%(3)                 0.20%                  0.70%
  Money Market Portfolio                                             0.50%(3)                 0.20%                  0.70%
  Tactical Asset Allocation Portfolio                                0.68%(3)                 0.32%                  1.00%
Acacia Capital Corporation:
  Calvert Capital Accumulation Portfolio                             0.90%(4)                 0.46%                  1.36%
Alger American Fund Alger American Growth Portfolio                  0.75%                    0.04%                  0.79%
American Century Variable Portfolios, Inc.
  American Century VP Capital Appreciation                           1.00%                    0.00%                  1.00%
  American Century VP International                                  1.50%                    0.00%                  1.50%
Fidelity Variable Insurance Products Fund
  Equity-Income Portfolio                                            0.51%                    0.07%                  0.58%(5)
  Growth Portfolio                                                   0.61%                    0.08%                  0.69%(5)
  High Income Portfolio                                              0.59%                    0.12%                  0.71%
  Overseas Portfolio                                                 0.76%                    0.17%                  0.93%(5)
Fidelity Variable Insurance Products Fund II
  Asset Manager Portfolio                                            0.64%                    0.10%                  0.74%(5)
  Contrafund Portfolio                                               0.61%                    0.13%                  0.74%(5)
  Index 500 Portfolio                                                0.13%                    0.15%                  0.28%(6)
PBHG Insurance Series Fund, Inc.
  Growth II Portfolio                                                0.85%                    0.30%                  1.15%
  Technology & Communications Portfolio                              0.61%                    0.59%                  1.20%
T. Rowe Price Equity Series, Inc.
  T. Rowe Price Equity Income                                        0.85%                    0.00%                  0.85%
<FN>
     (1) An amount  withdrawn  during a Contract  Year  referred  to as the Free
Withdrawal  Amount  will  not  be  subject  to a  withdrawal  charge.  The  Free
Withdrawal  Amount  is 12% of the  Contract  Value  at  the  time  of the  first
withdrawal in any Contract Year in which the withdrawal is made. See "Withdrawal
Charge."

     (2)The administrative charge may be less than $30.00 per year, based on the
Owner's  Contract Value.  The maximum charge imposed will be the lesser of 2% of
the Owner's  Contract  Value or $30.00 per year.  The  administrative  charge is
waived  if  the  Contract  Value  equals  or  exceeds   $50,000  on  a  Contract
Anniversary.

     (3)AUL  has  currently  agreed to waive its  advisory  fee if the  ordinary
expenses  of a  Portfolio  exceed 1% and,  to the extend  necessary,  assume any
expenses in excess of its advisory  fee so that the expenses of each  Portfolio,
including the advisory fee but excluding extraordinary expenses, will not exceed
1% of the  Portfolio's  average daily net asset value per year.  The Adviser may
terminate  the policy of reducing its fee and/or  assuming Fund expenses upon 30
days written notice to the Fund and such policy will be terminated automatically
by the termination of the Investment Advisory  Agreement.  With the exception of
the Tactical Asset Allocation Portfolio, during 1996, expenses did not exceed 1%
of the average daily net asset value.

     (4)The  figures above are based on expenses for fiscal year 1996,  and have
been  restated  to reflect an  increase  in  transfer  agency  expenses of 0.03%
expected to be incurred in 1997.  Management  and Advisory  Expenses  includes a
performance adjustment,  which depending on performance,  could cause the fee to
be as high as 0.95% or as low as 0.85%.  "Other  Expenses"  reflect an  indirect
fee. Net fund  operating  expenses  after  reductions  for fees paid  indirectly
(again,  restated)  would be 1.03%.  Management  and  Advisory  expenses for CRI
Capital  Accumulation  includes an administrative  service fee of 0.10%, paid to
Advisory's affiliate.

     (5) A portion of the brokerage  commissions that certain funds pay was used
to  reduce  funds  expenses.  In  addition,  certain  funds  have  entered  into
arrangements  with their custodian and transfer agent whereby interest earned on
uninvested  cash  balances  was used to  reduce  custodian  and  transfer  agent
expenses.  Including these reductions, the total operating expenses presented in
the table would have been 0.56% for the Equity-Income  portfolio,  0.67% for the
Growth portfolio,  0.92% for the Overseas portfolio, 0.73% for the Asset Manager
portfolio, and 0.71% for the Contrafund portfolio.

     (6) Fidelity Management & Research Company agreed to reimburse a portion of
Index 500 portfolio's  expenses during the period.  Without this  reimbursement,
the fund's  management  fee,  other  expenses and total expenses would have been
0.28%,  0.15%,  and 0.43%  respectively for Index 500 Portfolio on an annualized
basis.
    
</FN>
</TABLE>

<PAGE>
                                       8

EXAMPLES  (for any Investment Account)

     The following examples show expenses that a Contract Owner would pay at the
end of one, three,  five, or ten years if at the end of those time periods,  the
Contract  is  (1)  surrendered,  (2)  annuitized,  or  (3)  not  surrendered  or
annuitized.  The information  below represents  expenses on a $1,000 premium and
assumes a 5% return per year.  For a  Contract  that is  surrendered,  and for a
Contract that is  annuitized,  the example shows  expenses for Flexible  Premium
Contracts and One Year Flexible Premium Contracts. Expenses will be the same for
both  Contracts  if not  surrendered  or  annuitized.  Column  (2)  reflects  an
assumption that a life annuity or survivorship annuity is elected. Under certain
circumstances, a withdrawal charge may apply upon annuitization. See "Withdrawal
Charge." These  examples  should not be considered a  representation  of past or
future expenses.  Because Fund expenses may vary, actual expenses may be greater
or less than those shown.  The assumed 5% return is hypothetical  and should not
be considered a representation  of past or future returns,  which may be greater
or less than the assumed amount.

<TABLE>
   
<CAPTION>
                                     (1) If Your Contract                     (2) If your Contract              (3) If your Contract
                                        is Surrendered                            is Annuitized                is not Surrendered or
                                                                                                                     Annuitized

<S>                            <C>                 <C>                  <C>                 <C>                     <C>
                               Flexible Premium    One Year Flexible        Flexible        One Year Flexible
                               Premium Contracts   Premium Contracts    Premium Contracts   Premium Contracts       All Contracts
                               -----------------   -----------------    -----------------   -----------------       -------------
Investment Account
- ------------------

AUL American Equity
1 year                              107.78             86.03                107.78               22.78                  22.78
3 years                             146.15            117.57                146.15               69.94                  69.94
5 years                             179.63            149.49                119.34              119.34                 119.34
10 years                            265.06            253.57                253.57              253.57                 253.57

AUL American Bond
1 year                              107.89             86.13                107.89               22.89                  22.89
3 years                             146.46            117.89                146.46               70.27                  70.27
5 years                             180.15            150.03                119.90              119.90                 119.90
10 years                            266.18            254.70                254.70              254.70                 254.70

AUL American Money Market
1 year                              107.08             86.03                107.78               22.78                  22.78
3 years                             146.15            117.57                146.15               69.94                  69.94
5 years                             179.63            149.49                119.34              119.34                 119.34
10 years                            265.06            253.57                253.57              253.57                 253.57

AUL American Managed
1 year                              107.78             86.03                107.78               22.78                  22.78
3 years                             146.15            117.57                146.15               69.94                  69.94
5 years                             179.63            149.49                119.34              119.34                 119.34
10 years                            265.06            253.57                253.57              253.57                 253.57

AUL American Tactical Asset Allocation
1 year                              110.78             88.84                110.78               25.78                  25.78
3 years                             154.51            126.18                154.51               78.98                  78.98
5 years                             193.83            164.14                134.44              134.44                 134.44
10 years                            295.03            283.88                283.88              283.88                 283.88

Alger American Growth
1 year                              108.70             86.88                108.70               23.70                  23.70
3 years                             148.71            120.21                148.71               72.70                  72.70
5 years                             183.98            153.98                123.97              123.97                 123.97
10 years                            274.30            262.91                262.91              262.91                 262.91

American Century VP Capital Appreciation
1 year                              110.78             88.84                110.78               25.78                  25.78
3 years                             154.51            126.18                154.51               78.98                  78.98
5 years                             193.83            164.14                134.44              134.44                 134.44
10 years                            295.03            283.88                283.88              283.88                 283.88

American Century VP International
1 year                              115.78             93.52                115.78               30.78                  30.78
3 years                             168.29            140.39                168.29               93.89                  93.89
5 years                             217.06            188.11                159.15              159.15                 159.15
10 years                            342.94            332.34                332.34              332.34                 332.34

Calvert Capital Accumulation
1 year                              114.40             92.22                114.40               29.40                  29.40
3 years                             164.49            136.47                164.49               89.78                  89.78
5 years                             210.68            181.52                152.36              152.36                 152.36
10 years                            321.91            319.16                319.16              319.16                 319.16

<PAGE>
                                       9

Examples  (for any Investment Account) (continued)
<CAPTION>

                                     (1) If Your Contract                     (2) If your Contract              (3) If your Contract
                                        is Surrendered                           is Annuitized                 is not Surrendered or
                                                                                                                    Annuitized

<S>                            <C>                 <C>                  <C>                 <C>                     <C>
                               Flexible Premium    One Year Flexible    Flexible            One Year Flexible
                               Premium Contracts   Premium Contracts    Premium Contracts   Premium Contracts      All Contracts
                               -----------------   -----------------    -----------------   -----------------      -------------
Investment Account
- ------------------

Fidelity VIP Equity-Income
1 year                              106.57             84.89                106.57               21.57                  21.57
3 years                             142.77            114.09                142.77               66.28                  66.28
5 years                             173.85            143.52                113.20              113.20                 113.20
10 years                            252.72            241.09                241.09              241.09                 241.09

Fidelity VIP Growth
1 year                              107.71             85.96                107.71               22.71                  22.71
3 years                             145.96            117.36                145.95               69.72                  69.72
5 years                             179.28            149.13                118.97              118.97                 118.97
10 years                            264.32            252.82                252.82              252.82                 252.82

Fidelity VIP High Income
1 year                              107.89             86.13                107.89               22.89                  22.89
3 years                             146.46            117.89                146.46               70.27                  70.27
5 years                             180.15            150.03                119.90              119.90                 119.90
10 years                            266.18            254.70                254.70              254.70                 254.70

Fidelity VIP Overseas
1 year                              110.09             88.19                110.09               25.09                  25.09
3 years                             152.58            124.19                152.58               76.89                  76.89
5 years                             190.56            160.76                130.94              130.96                 130.96
10 years                            288.17            276.94                276.94              276.94                 276.94

Fidelity VIP II Asset
1 year                              108.18             86.40                108.18               23.18                  23.18
3 years                             147.28            120.21                147.28               71.16                  71.16
5 years                             181.55            151.46                121.38              121.38                 121.38
10 years                            269.14            257.69                257.69              257.69                 257.69

Fidelity VIP II Contrafund
1 year                              108.18             86.40                108.18               23.18                  23.18
3 years                             147.28            118.73                147.28               71.16                  71.16
5 years                             181.55            151.46                121.38              121.38                 121.38
10 years                            269.14            257.69                257.69              257.69                 257.69

Fidelity VIP II Index 500
1 year                              103.55             82.07                103.55               18.55                  18.55
3 years                             134.31            105.36                134.31               57.12                  57.12
5 years                             159.34            128.55                 97.76               97.76                  97.76
10 years                            221.35            209.36                209.36              209.36                 209.36

PBHG Growth II 
1 year                              112.32             90.28                112.32               27.32                  27.32
3 years                             158.76            130.56                158.76               83.57                  83.57
5 years                             201.02            171.55                142.09              142.09                 142.09
10 years                            310.00            299.02                299.02              299.02                 299.02

PBHG Technology & Communications
1 year                              112.79             90.72                112.79               27.79                  29.79
3 years                             160.07            131.91                160.07               84.99                  84.99
5 years                             203.23            173.84                144.44              144.44                 144.44
10 years                            314.58            303.65                303.65              303.65                 303.65

T. Rowe Price Equity Income
1 year                              109.28             87.43                109.28               24.28                  24.28
3 years                             150.34            121.89                150.34               74.47                  74.47
5 years                             186.76            156.84                126.92              126.92                 126.92
10 years                            280.17            268.85                268.85              268.85                 268.85
</TABLE>
     


<PAGE>
                                       10

                   CONDENSED FINANCIAL INFORMATION

   
     The following table presents Condensed  Financial  Information with respect
to each of the Investment  Accounts of the Variable  Account for the period from
the date of first  deposit on  November  21,  1994 to  December  31,  1996.  The
following  tables  should be read in  conjunction  with the  Variable  Account's
financial statements, which are included in the Variable Account's Annual Report
dated as of December 31, 1996. The Variable Account's financial  statements have
been audited by Coopers & Lybrand  L.L.P.,  the Variable  Account's  independent
accountant.
    
<TABLE>

   

<CAPTION>
      <S>                                              <C>                     <C>                        <C>      
      Investment Account                                        1996                    1995                    1994
      ------------------                                        ----                    ----                    ----



      AUL American Equity
        Unit Value at beginning of period                      5.911                  $5.010                  $5.000
        Unit Value at end of period                            6.956                   5.911                   5.010
        Number of units outstanding at end of period     528,267.190             169,738.465              15,959.218

      AUL American Bond
        Unit Value at beginning of period                     $5.888                  $5.062                  $5.000
        Unit Value at end of period                            5.945                   5.888                   5.062
        Number of units outstanding at end of period     327,311.392              81,914.403                 118.883

      AUL American Money Market
        Unit Value at beginning of period                     $1.044                  $1.004                  $1.000
        Unit Value at end of period                            1.080                   1.044                   1.004
        Number of units outstanding at end of period   2,487,983.053           1,582,630.174             626,535.146

      AUL American Managed
        Unit Value at beginning of period                     $5.923                  $5.034                  $5.000
        Unit Value at end of period                            6.539                   5.923                   5.034
        Number of units outstanding at end of period     499,400.967             119,092.277                 664.550

      AUL Tactical Asset Allocation
        Unit Value at beginning of period                     $5.297                  $5.000 (7/31/95)          N.A.
        Unit Value at end of period                            6.051                   5.297                    N.A.
        Number of units outstanding at end of period     161,866.199              18,030.022                    N.A.

      Alger American Growth
        Unit Value at beginning of period                     $6.003                  $5.000 (4/28/95)          N.A.
        Unit Value at end of period                            6.720                   6.003                    N.A.
        Number of units outstanding at end of period   1,256,069.865             208,236.470                    N.A.  

      American Century VP Capital Appreciation
        Unit Value at beginning of period                     $6.486                  $5.010                  $5.000
        Unit Value at end of period                            6.128                   6.486                   5.010
        Number of units outstanding at end of period     145,117.247             128,270.148               2,809.564

      American Century VP International
        Unit Value at beginning of period                     $5.364                  $4.840                  $5.000
        Unit Value at end of period                            6.060                   5.364                   4.840
        Number of units outstanding at end of period     372,018.867              74,261.271                 831.382

      Calvert Capital Accumulation
        Unit Value at beginning of period                     $6.211                  $5.000 (4/48/95)          N.A.
        Unit Value at end of period                            6.587                   6.211                    N.A.
        Number of units outstanding at end of period     202,261.345              24,090.888                    N.A.

      Fidelity VIP Equity-Income
        Unit Value at beginning of period                     $5.974                  $5.000 (4/28/95)          N.A.
        Unit Value at end of period                            6.743                   5.974                    N.A.
        Number of units outstanding at end of period     842,213.457             162,252.393                    N.A.

      Fidelity VIP Growth
        Unit Value at beginning of period                     $6.723                  $5.028                  $5.000
        Unit Value at end of period                            7.615                   6.723                   5.028
        Number of units outstanding at end of period   1,131,117.169             382,748.411              17,303.821

      Fidelity VIP High Income
        Unit Value at beginning of period                     $5.942                  $4.988                  $5.000
        Unit Value at end of period                            6.691                   5.942                   4.988
        Number of units outstanding at end of period     310,543.860             124,255.921              12,229.340

      Fidelity VIP Overseas
        Unit Value at beginning of period                     $5.324                  $4.915                  $5.000
        Unit Value at end of period                            5.952                   5.324                   4.915
        Number of units outstanding at end of period     178,473.714              66,675.195               3,238.060

<PAGE>
                                       11

                   CONDENSED FINANCIAL INFORMATION (continued)
      <S>                                                <C>                     <C>                  <C>
  Investment Account                                            1996                    1995                    1994
  ------------------                                            ----                    ----                    ----

      Fidelity VIP II Asset Manager
        Unit Value at beginning of period                     $5.641                  $4.883                  $5.000
        Unit Value at end of period                            6.384                   5.641                   4.883
        Number of units outstanding at end of period     938,554.934             246,331.760              14,681.732

      Fidelity VIP II Contrafund
        Unit Value at beginning of period                     $6.030                  $5.000 (4/28/95)          N.A.
        Unit Value at end of period                            7.224                   6.030                    N.A.
        Number of units outstanding at end of period     861,470.661             121,824.755                    N.A.

      Fidelity VIP II Index 500
        Unit Value at beginning of period                     $6.802                  $5.020                  $5.000
        Unit Value at end of period                            8.250                   6.802                   5.020
        Number of units outstanding at end of period     815,021.928             130,390.078                  20.000

      T. Rowe Price Equity Income
        Unit Value at beginning of period                     $6.016                  $5.000                    N.A.
        Unit Value at end of period                            7.104                   6.016                    N.A.
        Number of units outstanding at end of period    1,081,375.512            163,043.483                    N.A.
    
</TABLE>

                     PERFORMANCE OF THE INVESTMENT ACCOUNTS

     The  following  tables  present  the return on  investment  for each of the
Investment  Accounts.  The  return  on  investment  represents  a  change  in an
Accumulation  Unit  allocated  to an  Investment  Account and takes into account
Variable  Account  charges such as the mortality  and expense risk charges.  The
return on  investment  figures in the first  table  (excluding  charges)  do not
reflect either the deduction of the  withdrawal  charge or a pro rata portion of
the  administrative  charge.  The return on investment figures in the second and
third tables (including  charges) reflect the deduction of the withdrawal charge
and a pro rata  portion of the  administrative  charge.  For the periods  that a
particular  investment account has not been in operation,  the results presented
represent  hypothetical  returns that the Investment Accounts that invest in the
corresponding  Mutual Fund  Portfolios  would have achieved had they invested in
such  Portfolios  for the periods  indicated.  For the periods that a particular
Investment  Account has been in existence  (see  "Inception  Date of  Investment
Account" column) then the performance is actual performance and not hypothetical
in nature.
<TABLE>
<CAPTION>
                Performance (excluding charges) for All Contracts
   
                                                             Average        Average       Average        Average
                                                             Annual         Annual        Annual         Annual        Cumulative
                                                           Return on      Return on     Return on      Return on       Return on
                               Inception     Inception     Investment     Investment    Investment     Investment    Investment for
                                Date of       Date of       for Year     for 3 Years   for 5 Years   for lesser of   lesser of 10
                                Mutual      Investment       ending         ending        ending       10 Years or   Years or Since
Investment Account               Fund         Account       12/31/96       12/31/96      12/31/96    Since Inception   Inception
- ------------------               ----         -------       --------       --------      --------    ---------------   ---------

<S>                            <C>         <C>              <C>            <C>            <C>            <C>             <C>   
AUL American Equity             4/10/90    11/21/94         17.69%         12.06%         11.63%         11.75%          110.96%
AUL American Bond               4/10/90    11/21/94          0.96%          3.80%          5.30%          7.41%           61.66%
AUL American Money Market       4/10/90    11/21/94          3.44%          3.22%          2.49%          3.13%           23.01%
AUL American Managed            4/10/90    11/21/94         10.41%          8.31%          8.62%          9.49%           83.90%
AUL American Tactical
 Asset Allocation               7/31/95     7/31/95         14.23%           n.a.           n.a.         14.41%           21.05%
Alger American Growth           1/09/89     4/28/95         11.94%         14.74%         15.20%         16.91%          247.82%
American Century VP Capital
 Appreciation                  11/20/87    11/21/94         (5.51%)         6.09%          4.85%         10.08%          139.95%
American Century VP 
 International                  5/01/94    11/21/94         12.98%           n.a.           n.a.          6.39%           17.94%
Calvert Capital Accumulation    7/16/91     4/28/95          6.06%          9.15%          9.18%          9.87%           67.18%
Fidelity VIP Equity-Income     10/09/86     4/28/95         12.86%         16.77%         16.52%         12.33%          219.86%
Fidelity VIP Growth            10/09/86    11/21/94         13.28%         14.43%         13.73%         13.73%          262.03%
Fidelity VIP High Income        9/19/85    11/21/94         12.61%          9.28%         13.54%          9.75%          153.54%
Fidelity VIP Overseas           1/28/87    11/21/94         11.81%          6.80%          7.79%          6.56%           87.91%
Fidelity VIP II Asset Manager   9/06/89    11/21/94         13.18%          6.60%          9.88%         10.45%          106.93%
Fidelity VIP II Contrafund      1/03/95     4/28/95         19.80%           n.a.           n.a.         30.90%           71.22%
Fidelity VIP II Index 500       8/27/92    11/21/94         21.30%         17.74%           n.a.         15.66%           88.21%
PBHG Growth II                  5/01/97     5/01/97           n.a.           n.a.           n.a.           n.a.
PBHG Technology 
 & Communications               5/01/97     5/01/97           n.a.           n.a.           n.a.           n.a.
T. Rowe Price Equity Income     3/31/94     4/28/95         18.07%           n.a.           n.a.         20.45%           66.81%

<CAPTION>
         Performance (including charges) for Flexible Premium Contracts
                                                             Average        Average       Average        Average
                                                             Annual         Annual        Annual         Annual        Cumulative
                                                           Return on      Return on     Return on      Return on       Return on
                               Inception     Inception     Investment     Investment    Investment     Investment    Investment for
                                Date of       Date of       for Year     for 3 Years   for 5 Years   for lesser of   lesser of 10
                                Mutual      Investment       ending         ending        ending       10 Years or   Years or Since
Investment Account               Fund         Account       12/31/96       12/31/96      12/31/96    Since Inception   Inception
- ------------------               ----         -------       --------       --------      --------    ---------------   ---------
<S>                            <C>         <C>              <C>            <C>            <C>            <C>             <C>   

AUL American Equity             4/10/90    11/21/94          5.60%          8.66%          9.93%         10.55%           96.20%
AUL American Bond               4/10/90    11/21/94         (9.40%)         0.65%          3.69%          6.25%           50.28%
AUL American Money Market       4/10/90    11/21/94         (7.18%)         0.09%          0.93%          2.03%           14.46%


<PAGE>
                                       12

<CAPTION>
               PERFORMANCE OF THE INVESTMENT ACCOUNTS (continued)

                                Performance (including charges) for One Year Flexible Premium Contracts

                                                             Average        Average       Average        Average
                                                             Annual         Annual        Annual         Annual        Cumulative
                                                           Return on      Return on     Return on      Return on       Return on
                               Inception     Inception     Investment     Investment    Investment     Investment    Investment for
                                Date of       Date of       for Year     for 3 Years   for 5 Years   for lesser of   lesser of 10
                                Mutual      Investment       ending         ending        ending       10 Years or   Years or Since
Investment Account               Fund         Account       12/31/96       12/31/96      12/31/96    Since Inception   Inception
- ------------------               ----         -------       --------       --------      --------    ---------------   ---------
<S>                            <C>         <C>             <C>             <C>            <C>            <C>             <C>   
AUL American Managed            4/10/90    11/21/94         (0.93%)         5.03%          6.96%          8.32%           71.09%
AUL American Tactical
 Asset Allocation               7/31/95     7/31/95          2.50%           n.a.           n.a.          5.76%            8.27%)
Alger American Growth           1/09/89     4/28/95          0.44%         11.26%         13.44%         15.95%          225.67%
American Century VP Capital
 Appreciation                  11/20/87    11/21/94        (15.21%)         2.87%           3.25%         9.47%          128.10%
American Century VP
 International                  5/01/94    11/21/94          1.38%           n.a.           n.a.          3.60%            9.88%)
Calvert Capital Accumulation    7/16/91     4/28/95         (4.83%)         5.84%          7.51%          8.26%           54.24%
Fidelity VIP Equity-Income     10/09/86     4/28/95          1.27%         13.23%         14.74%         11.88%          207.27%
Fidelity VIP Growth            10/09/86    11/21/94          1.65%         10.96%         11.99%         13.28%          247.96%
Fidelity VIP High Income        9/19/85    11/21/94          1.05%          5.97%         11.80%          9.31%          143.56%
Fidelity VIP Overseas           1/28/87    11/21/94          0.33%          3.56%          6.14%          6.02%           78.66%
Fidelity VIP II Asset Manager   9/06/89    11/21/94          1.56%          3.37%          8.20%          9.47%           93.87%
Fidelity VIP II Contrafund      1/03/95     4/28/95          7.50%           n.a.           n.a.         23.51%           52.46%
Fidelity VIP II Index 500       8/27/92    11/21/94          8.84%         14.17%           n.a.         13.35%           72.41%
PBHG Growth II                  5/01/97     5/01/97           n.a.           n.a.           n.a.           n.a.             n.a.
PBHG Technology 
 & Communications               5/01/97     5/01/97           n.a.           n.a.           n.a.           n.a.             n.a.
T. Rowe Price Equity Income     3/31/94     4/28/95          5.95%%          n.a.           n.a.         16.01%           50.44%


<CAPTION>

                                Performance (including charges) for One Year Flexible Premium Contracts

                                                             Average        Average       Average        Average
                                                             Annual         Annual        Annual         Annual        Cumulative
                                                           Return on      Return on     Return on      Return on       Return on
                               Inception     Inception     Investment     Investment    Investment     Investment    Investment for
                                Date of       Date of       for Year     for 3 Years   for 5 Years   for lesser of   lesser of 10
                                Mutual      Investment       ending         ending        ending       10 Years or   Years or Since
Investment Account               Fund         Account       12/31/96       12/31/96      12/31/96    Since Inception   Inception
- ------------------               ----         -------       --------       --------      --------    ---------------   ---------
<S>                            <C>         <C>             <C>             <C>             <C>            <C>            <C>   
AUL American Equity             4/10/90    11/21/94          9.12%          9.83%          10.62%        11.07%          102.48%
AUL American Bond               4/10/90    11/21/94         (6.38%)         1.74%           4.35%         6.75%           55.10%
AUL American Money Market       4/10/90    11/21/94         (4.09%)         1.16%           1.56%         2.50%           18.05%
AUL American Managed            4/10/90    11/21/94          2.37%          6.16%           7.63%         8.82%           76.47%
AUL American Tactical Asset 
 Allocation                     7/31/95     7/31/95          5.91%           n.a.            n.a.         8.24%           11.89%)
Alger American Growth           1/09/89     4/28/95          3.79%         12.46%          14.15%        16.41%          236.13%
American Century VP Capital
 Appreciation                  11/20/87    11/21/94        (12.38%)         3.98%           3.91%         9.84%          135.23%
American Century VP
 International                  5/01/94    11/21/94          4.76%           n.a.            n.a.         4.82%           13.36%)
Calvert Capital Accumulation    7/16/91     4/28/95         (1.66%)         6.98%           8.19%         8.89%           59.20%
Fidelity VIP Equity-Income     10/09/86     4/28/95          4.65%         14.44%          15.46%        12.00%          210.58%
Fidelity VIP Growth            10/09/86    11/21/94          5.03%         12.15%          12.70%        13.39%          251.36%
Fidelity VIP High Income        9/19/85    11/21/94          4.42%          7.11%          12.51%         9.42%          146.02%
Fidelity VIP Overseas           1/28/87    11/21/94          3.67%          4.67%           6.81%         6.35%           84.26%
Fidelity VIP II Asset Manager   9/06/89    11/21/94          4.94%          4.48%           8.88%         9.93%           99.91%
Fidelity VIP II Contrafund      1/03/95     4/28/95         11.08%           n.a.            n.a.        25.64%           57.76%
Fidelity VIP II Index 500       8/27/92    11/21/94         12.47%         15.40%            n.a.        14.18%           77.96%
PBHG Growth II                  5/01/97     5/01/97           n.a.           n.a.            n.a.          n.a.             n.a.
PBHG Technology                 
 & Communications               5/01/97     5/01/97           n.a.           n.a.            n.a.          n.a.             n.a.
T. Rowe Price Equity Income     3/31/94     4/28/95          9.48%           n.a.            n.a.        17.39%           55.41%
</TABLE>
    

           INFORMATION ABOUT AUL, THE VARIABLE ACCOUNT, AND THE FUNDS
                   AMERICAN UNITED LIFE INSURANCE COMPANY(R)

   
     AUL is a legal reserve  mutual life  insurance  company  existing under the
laws of the State of  Indiana.  It was  originally  incorporated  as a fraternal
society on  November  7, 1877,  under the laws of the  Federal  government,  and
reincorporated  under the laws of the State of Indiana in 1933.  It is qualified
to do business in 47 states and the District of Columbia.  AUL has its principal
business office located at One American Square, Indianapolis, Indiana 46282.

     AUL  conducts a  conventional  life  insurance,  reinsurance,  and  annuity
business.  At December 31, 1996, AUL had admitted assets of $7,852,292,848 and a
policy owners' surplus of $572,825,650.
    

     The principal  underwriter  for the  Contracts is AUL,  which is registered
with the SEC as a broker-dealer.

VARIABLE ACCOUNT

     AUL  American  Individual  Unit Trust was  established  by AUL on April 14,
1994,  under  procedures  established  under Indiana law. The income,  gains, or
losses of the Variable  Account are credited to or charged against the assets of
the Variable  Account  without regard to other income,  gains, or loss-

<PAGE>
                                       13

es of AUL. Assets in the Variable Account attributable to the reserves and other
liabilities under the Contracts are not chargeable with liabilities arising from
any other  business  that AUL  conducts.  AUL owns the  assets  in the  Variable
Account and is required to maintain sufficient assets in the Variable Account to
meet all Variable Account  obligations under the Contracts.  AUL may transfer to
its General Account assets that exceed  anticipated  obligations of the Variable
Account.  All  obligations  arising under the  Contracts  are general  corporate
obligations of AUL. AUL may invest its own assets in the Variable  Account,  and
may  accumulate  in the Variable  Account  proceeds  from  Contract  charges and
investment results applicable to those assets.

     The Variable Account is currently divided into sub-accounts  referred to as
Investment  Accounts.  Each Investment Account invests  exclusively in shares of
one of the Funds.  Premiums may be allocated to one or more Investment  Accounts
available  under  a  Contract.  AUL  may  in  the  future  establish  additional
Investment  Accounts  of  the  Variable  Account,  which  may  invest  in  other
securities, mutual funds, or investment vehicles.

     The Variable  Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"). Registration with the
SEC does not involve  supervision by the SEC of the administration or investment
practices of the Variable Account or of AUL.

THE FUNDS

   
     Each of the Funds is a diversified,  open-end management investment company
commonly referred to as a mutual fund, or a portfolio thereof. Each of the Funds
is  registered  with the SEC  under  the 1940 Act.  Such  registration  does not
involve  supervision  by the SEC of the  investments  or investment  policies or
practices of the Fund. Each Fund has its own investment  objective or objectives
and policies.  The shares of a Fund are  purchased by AUL for the  corresponding
Investment  Account at the Fund's net asset value per share,  i.e.,  without any
sales load.  All dividends and capital gain  distributions  received from a Fund
are automatically  reinvested in such Fund at net asset value,  unless otherwise
instructed    by   AUL.   AUL   has   entered   into    agreements    with   the
Distributors/Advisers  of Acacia Capital Corporation,  American Century Variable
Portfolios,  Inc., Fidelity Investments,  and Pilgrim Baxter & Associates, under
which AUL has agreed to render certain services and to provide information about
these  funds to its  Contract  Owners  and/or  Participants  who invest in these
funds.  Under these  agreements and for providing these  services,  AUL receives
compensation  from the  Distributor/Advisor  of these  funds,  ranging from zero
basis  points  until a certain  level of Fund assets have been  purchased  to 15
basis points on the net average aggregate deposits made.
    

     The  investment  advisers of the Funds are identified on page 5. All of the
investment advisers are registered with the SEC as investment advisers.

     A  summary  of the  investment  objective  or  objectives  of each  Fund is
provided  below.  There  can be no  assurance  that any Fund  will  achieve  its
objective  or  objectives.   More  detailed  information  is  contained  in  the
Prospectus for the Funds, including information on the risks associated with the
investments and investment techniques of each Fund.

AUL AMERICAN SERIES FUND, INC.

AUL AMERICAN EQUITY PORTFOLIO

     The primary  investment  objective of the AUL American Equity  Portfolio is
long-term capital  appreciation.  The Fund seeks current  investment income as a
secondary objective.  The Fund attempts to achieve these objectives by investing
primarily in equity securities  selected on the basis of fundamental  investment
research for their long-term growth prospects.

AUL AMERICAN BOND PORTFOLIO

     The primary  investment  objective of the AUL American Bond Portfolio is to
provide a high level of income  consistent  with prudent  investment  risk. As a
secondary  objective,  the Fund seeks to  provide  capital  appreciation  to the
extent consistent with the primary objective. The Fund attempts to achieve these
objectives by investing primarily in corporate bonds and other debt securities.

AUL AMERICAN MONEY MARKET PORTFOLIO

     The investment  objective of the AUL American Money Market  Portfolio is to
provide a high level of current income while  preserving  assets and maintaining
liquidity and investment quality. The Fund attempts to achieve this objective by
investing  in  short-term  money  market  instruments  that  are of the  highest
quality.

AUL AMERICAN MANAGED PORTFOLIO

     The  investment  objective  of the AUL  American  Managed  Portfolio  is to
provide a high total return  consistent with prudent  investment  risk. The Fund
attempts to achieve this  objective  through a fully managed  investment  policy
utilizing publicly traded common stock, debt securities  (including  convertible
debentures), and money market securities.

AUL AMERICAN TACTICAL ASSET ALLOCATION PORTFOLIO

     The  investment  objective of the Tactical  Asset  Allocation  Portfolio is
preservation of capital and competitive  investment returns. The Portfolio seeks
to achieve  its  objective  by  investing  primarily  in stocks,  United  States
Treasury bonds, notes and bills, and money market funds.

FOR ADDITIONAL  INFORMATION  CONCERNING AUL AMERICAN  SERIES FUND,  INC. AND ITS
PORTFOLIOS,  PLEASE SEE THE AUL AMERICAN  SERIES FUND,  INC.  PROSPECTUS,  WHICH
SHOULD BE READ CAREFULLY BEFORE INVESTING.

<PAGE>
                                       14

ACACIA CAPITAL CORPORATION

CALVERT CAPITAL ACCUMULATION PORTFOLIO

     The Calvert Capital Accumulation Portfolio is a socially responsible growth
Portfolio that seeks long-term  capital  appreciation by investing  primarily in
the  stock  of  small  to  medium  sized  companies.  To  the  extent  possible,
investments  are made in  enterprises  that make a significant  contribution  to
society  through  their  products  and  services  and  through  the way  they do
business.

FOR ADDITIONAL INFORMATION CONCERNING ACACIA CAPITAL CORPORATION AND THE CALVERT
CAPITAL  ACCUMULATION  PORTFOLIO,  PLEASE  SEE THE  ACACIA  CAPITAL  CORPORATION
PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

ALGER AMERICAN FUND

ALGER AMERICAN GROWTH PORTFOLIO
   
     The Alger  American  Growth  Portfolio is a growth  portfolio that seeks to
obtain long-term  capital  appreciation by investing in a diversified,  actively
managed  portfolio  of equity  securities.  Except  during  temporary  defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities  of  companies  that,  at the time of  purchase,  have a total market
capitalization of one billion dollars or greater.
    

FOR ADDITIONAL INFORMATION CONCERNING THE ALGER AMERICAN FUND AND ITS PORTFOLIO,
PLEASE SEE THE ALGER  AMERICAN FUND  PROSPECTUS,  WHICH SHOULD BE READ CAREFULLY
BEFORE INVESTING.

   
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

VP CAPITAL APPRECIATION

     The VP Capital  Appreciation  Portfolio  seeks capital  growth by investing
primarily in common stocks (including securities  convertible into common stocks
and other equity equivalents) and other securities that meet certain fundamental
and  technical  standards  of selection  and have,  in the opinion of the Fund's
investment  manager,  better than average potential for  appreciation.  The Fund
tries to stay fully invested in such  securities,  regardless of the movement of
prices generally.

VP INTERNATIONAL

     The VP International  Portfolio seeks to achieve its investment  objective
of capital growth by investing primarily in securities of foreign companies that
meet certain  fundamental and technical  standards of selection and have, in the
opinion of the investment  manager,  potential for  appreciation.  The Fund will
invest  primarily in common stocks (defined to include  depository  receipts for
common stocks and other equity  equivalents)  of such  companies.  Investment in
securities of foreign issuers  typically  involves a greater degree of risk than
investment in domestic securities.

FOR ADDITIONAL INFORMATION CONCERNING AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AND ITS PORTFOLIOS,  PLEASE SEE THE AMERICAN CENTURY VARIABLE  PORTFOLIOS,  INC.
PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.
    

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

EQUITY-INCOME PORTFOLIO

     The Equity-Income  Portfolio seeks reasonable income by investing primarily
in income-producing equity securities; the fund will also consider the potential
for capital appreciation.

GROWTH PORTFOLIO

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

HIGH INCOME PORTFOLIO

     The High Income Portfolio seeks to obtain a high level of current income by
investing  primarily in  high-yielding,  lower-rated,  fixed-income  securities,
while also  considering  growth of capital.  These include  securities  commonly
referred to as junk bonds,  the risks of which are  described in the  prospectus
for the Fund.

OVERSEAS PORTFOLIO

     The Overseas  Portfolio seeks long-term growth of capital primarily through
investments in foreign  securities.  The Overseas Portfolio provides a means for
investors to diversify  their own portfolios by  participating  in companies and
economies outside of the United States.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

ASSET MANAGER PORTFOLIO

     The Asset Manager  Portfolio seeks high total return with reduced risk over
the long-term by allocating its assets among domestic and foreign stocks,  bonds
and short-term fixed income instruments.

CONTRAFUND

     The Contrafund  Portfolio seeks capital appreciation by investing primarily
in companies that the investment  adviser  believes to be undervalued  due to an
overly pessimistic appraisal by the public.

INDEX 500 PORTFOLIO

     The Index 500 Portfolio seeks to provide investment results that correspond
to the total return (i.e.,  the  combination  of cap-

<PAGE>
                                       15

ital changes and income) of common stocks  publicly traded in the United States.
In seeking this objective,  the Portfolio  attempts to duplicate the composition
and total return of the Standard & Poor's Composite Index of 500 Stocks.
   
FOR ADDITIONAL  INFORMATION  CONCERNING  FIDELITY'S  VARIABLE INSURANCE PRODUCTS
FUND  ("VIP")  AND  VARIABLE  INSURANCE  PRODUCTS  FUND II ("VIP  II") AND THEIR
PORTFOLIOS,  PLEASE  SEE THE VIP AND VIP II  PROSPECTUS,  WHICH  SHOULD  BE READ
CAREFULLY BEFORE INVESTING.

PBHG INSURANCE SERIES FUNDS, INC.

PBHG GROWTH II PORTFOLIO

     The  investment  objective  of the PBHG  Growth  II  Portfolio  is  capital
appreciation.  The  Portfolio  normally  will be invested  in common  stocks and
convertible   securities   of   small   and   medium-sized   companies   (market
capitalization  or annual  revenues up to $4 billion)  which,  in the Adviser's
opinion,  have an  outlook  for  strong  earnings  growth.  The PBHG  Growth  II
Portfolio  will be co-managed by Gary Pilgrim,  CFA, who manages the PBHG Growth
Fund,  of the PBHG  Funds,  Inc.,  and Bruce  Muzina.  Mr.  Muzina  has  managed
institutional  growth and mid-cap growth separate  accounts for Pilgrim Baxter &
Associates, Ltd., the Fund's investment adviser, since 1985.

PBHG TECHNOLOGY & COMMUNICATIONS PORTFOLIO

     The primary  objective of the PBHG Technology & Communication  Portfolio is
long-term  growth of capital.  The Portfolio will seek out companies  which rely
extensively on technology or  communications  in their  product  development or
operations,  or those  which are  experiencing  exceptional  growth in sales and
earnings driven by technology or communications  related  products and services.
The  Portfolio  will be  managed  by John  Force,  CFA,  who  manages  the  PBHG
Technology & Communications Fund, of the PBHG Funds, Inc.

FOR ADDITIONAL  INFORMATION  CONCERNING THE PBHG INSURANCE SERIES FUND, INC. AND
ITS  PORTFOLIOS,  PLEASE SEE THE PBHG INSURANCE  SERIES FUND,  INC.  PROSPECTUS,
WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.
    

T. ROWE PRICE EQUITY SERIES, INC.

T. ROWE PRICE EQUITY INCOME PORTFOLIO

     The T. Rowe Price  Equity  Income  Portfolio  seeks to provide  substantial
dividend income as well as long-term capital appreciation through investments in
common stocks of established companies.

FOR ADDITIONAL  INFORMATION CONCERNING T. ROWE PRICE EQUITY SERIES, INC. AND ITS
PORTFOLIO,  PLEASE SEE THE T. ROWE PRICE EQUITY SERIES, INC.  PROSPECTUS,  WHICH
SHOULD BE READ CAREFULLY BEFORE INVESTING. 

                                 THE CONTRACTS

GENERAL

   
     The  Contracts  are offered for use in  connection  with non-tax  qualified
retirement  plans by an  individual.  The Contracts are also eligible for use in
connection   with  certain  tax  qualified   retirement   plans  that  meet  the
requirements  of  Sections  401,  403(b) or 408 of the  Internal  Revenue  Code.
Certain Federal tax advantages are currently  available to retirement plans that
qualify as (1)  self-employed  individuals'  retirement plans under Section 401,
such as HR-10  Plans,  (2) pension or  profit-sharing  plans  established  by an
employer for the benefit of its employees  under Section 401, (3) Section 403(b)
annuity  purchase  plans  for  employees  of  public  schools  or a  charitable,
educational,  or scientific organization described under Section 501(c)(3),  and
(4) individual retirement accounts or annuities,  including those established by
an  employer  as a  simplified  employee  pension  plan or SIMPLE IRA plan under
Section 408.
    

           PREMIUMS AND CONTRACT VALUES DURING THE ACCUMULATION PERIOD

APPLICATION FOR A CONTRACT

     Any person wishing to purchase a Contract must submit an application and an
initial  premium to AUL, and provide any other form or information  that AUL may
require.  AUL  reserves  the right to reject an  application  or premium for any
reason, subject to AUL's underwriting standards and guidelines.

PREMIUMS UNDER THE CONTRACTS

     Premiums  under Flexible  Premium  Contracts may be made at any time during
the Contract Owner's life and before the Contract's  Annuity Date.  Premiums for
Flexible  Premium  Contracts  may vary in amount and  frequency but each premium
payment must be at least $50.  Premiums must accumulate a total of at least $300
each Contract Year for the first three  Contract  Years.  Premiums may not total
more than $12,000 in any one Contract Year unless otherwise agreed to by AUL.

     For One Year Flexible  Premium  Contracts,  premiums may vary in amount and
frequency except that additional premiums will only be accepted during the first
Contract Year.  Each such premium  payment must be at least $500;  premiums must
total at least $5,000 in the first  Contract  Year for  non-qualified  plans

<PAGE>
                                       16

and $2,000 in the first  Contract  Year for  qualified  plans,  and all premiums
combined may not exceed $1,000,000 unless otherwise agreed to by AUL.

     If the minimum premium amounts under Flexible  Premium or One Year Flexible
Premium  Contracts  are not met, AUL may,  after 60 days notice,  terminate  the
Contract  and pay an  amount  equal to the  Contract  Value  as of the  close of
business  on the  effective  date of  termination.  AUL may change  the  minimum
premiums permitted under a Contract,  and may waive any minimum required premium
at its discretion.

     Annual premiums under any Contract purchased in connection with a Qualified
Plan will be subject to maximum limits imposed by the Internal  Revenue Code and
possibly by the terms of the  Qualified  Plan.  See the  Statement of Additional
Information for a discussion of these limits or consult the pertinent  Qualified
Plan document. Such limits may change without notice.

     Initial  premiums  must be  credited to a Contract no later than the end of
the second  Business Day after it is received by AUL at its Home Office if it is
preceded  or  accompanied  by a  completed  application  that  contains  all the
information  necessary  for issuing the  Contract  and  properly  crediting  the
premium.  If AUL does not  receive a complete  application,  AUL will notify the
applicant that AUL does not have the necessary  information to issue a Contract.
If the  necessary  information  is not provided to AUL within five Business Days
after the Business Day on which AUL first receives an initial  premium or if AUL
determines  it cannot  otherwise  issue a Contract,  AUL will return the initial
premium to the  applicant,  unless  consent is  received  to retain the  initial
premium until the application is made complete.

     Subsequent  premiums  (other than initial  premiums) are credited as of the
end of the  Valuation  Period  in  which  they are  received  by AUL at its Home
Office.

FREE LOOK PERIOD

     The Owner has the right to return the  Contract  for any reason  within the
Free Look Period which is a ten day period beginning when the Owner receives the
Contract.  If a  particular  state  requires  a longer  Free Look  Period,  then
eligible  Owners in that state will be allowed  the longer  statutory  period in
which to return the Contract.  The returned Contract will be deemed void and AUL
will refund the greater of (1) premium payments and (2) any Contract Value as of
the end of the  Valuation  Period in which AUL receives  the  Contract  plus any
amounts deducted for premium taxes.

ALLOCATION OF PREMIUMS

     Initial  premiums will be allocated  among the  Investment  Accounts of the
Variable  Account or to the Fixed Account as  instructed by the Contract  Owner.
Allocation  to the  Investment  Accounts  and the Fixed  Account must be made in
increments of 5%.

     A  Contract  Owner may change the  allocation  instructions  at any time by
giving  proper  written  notice of the change to AUL at its Home Office and such
allocation will continue in effect until subsequently  changed.  Any such change
in  allocation  instructions  will be  effective  upon  receipt of the change in
allocation  instructions by AUL at its Home Office. Changes in the allocation of
future premiums have no effect on premiums already paid. Such amounts,  however,
may be transferred among the Investment  Accounts of the Variable Account or the
Fixed Account in the manner described in "Transfers of Account Value."

TRANSFERS OF ACCOUNT VALUE

     All or part of an  Owner's  Contract  Value  may be  transferred  among the
Investment  Accounts of the Variable Account or to the Fixed Account at any time
during the  Accumulation  Period upon receipt of a proper written request by AUL
at  its  Home  Office.  Transfers  may  be  made  by  telephone  if a  Telephone
Authorization  Form has been properly  completed and received by AUL at its Home
Office.  However,  telephone  transfer is not  available  as of the date of this
Prospectus.  The minimum amount that may be transferred  from any one Investment
Account is $500 or, if less than $500, the Owner's  remaining  Contract Value in
the Investment  Account,  provided  however,  that amounts  transferred from the
Fixed Account to an  Investment  Account  during any given  Contract Year cannot
exceed  20% of the  Owner's  Fixed  Account  Value as of the  beginning  of that
Contract Year. If, after any transfer,  the Owner's remaining  Contract Value in
an Investment Account or in the Fixed Account would be less than $500, then such
request  will be treated  as a request  for a  transfer  of the entire  Contract
Value.  Currently,  there are no limitations on the number of transfers  between
Investment  Accounts  available  under  a  Contract  or the  Fixed  Account.  In
addition,  no charges are  currently  imposed upon  transfers.  AUL reserves the
right,  however,  at a future  date,  to change the  limitation  on the  minimum
transfer, to assess transfer charges, to change the limit on remaining balances,
to limit the number and  frequency  of  transfers,  and to suspend the  transfer
privilege  or  the  telephone  transfer  authorization.  Any  transfer  from  an
Investment  Account of the Variable  Account  shall be effected as of the end of
the  Valuation  Date in which AUL receives  the request in proper form.  AUL has
established  procedures to confirm that  instructions  communicated by telephone
are  genuine,  which  include  the use of  personal  identification  numbers and
recorded telephone calls.  Neither AUL nor its agents, will be liable for acting
upon instructions believed by AUL or its agents to be genuine,  provided AUL has
complied with its procedures.

     Part of a Contract Owner's Fixed Account Value may be transferred to one or
more Investment  Accounts of the Variable Account during the Accumulation Period
subject to certain limitations as described in "The Fixed Account." 

DOLLAR COST AVERAGING PROGRAM

     Owners who wish to purchase units of an Investment Account over a period of
time may do so through the Dollar

<PAGE>
                                       17

Cost  Averaging  ("DCA")  Program.  The theory of dollar cost  averaging is that
greater  numbers  of  Accumulation  Units are  purchased  at times when the unit
prices are relatively  low than are purchased  when the prices are higher.  This
has the effect,  when  purchases are made at different  prices,  of reducing the
aggregate  average  cost per  Accumulation  Unit to less than the average of the
Accumulation Unit prices on the same purchase dates.  However,  participation in
the Dollar Cost  Averaging  Program does not assure a Contract  Owner of greater
profits from the purchases under the Program, nor will it prevent or necessarily
alleviate losses in a declining market.

     For example, assume that a Contract Owner requests that $1,000 per month be
transferred from the Money Market Investment  Account to the AUL American Equity
Investment  Account.  The following table  illustrates the effect of dollar cost
averaging over a six month period.

<TABLE>
<CAPTION>
                    Transfer          Unit            Units
      Month          Amount           Value         Purchased
      -----          ------           -----         ---------

        <S>          <C>               <C>             <C>
        1            $1,000            $20             50
        2            $1,000            $25             40
        3            $1,000            $30             33.333
        4            $1,000            $40             25
        5            $1,000            $35             28.571
        6            $1,000            $30             33.333
</TABLE>

The average  price per unit for these  purchases is the sum of the prices ($180)
divided by the number of monthly  transfers  (6) or $30.  The  average  cost per
Accumulation Unit for these purchases is the total amount  transferred  ($6,000)
divided by the total number of Accumulation Units purchased (210.237) or $28.54.
THIS TABLE IS FOR ILLUSTRATIVE PURPOSES ONLY AND IS NOT REPRESENTATIVE OF FUTURE
RESULTS.

     Under a DCA  Program,  the owner  deposits  premiums  into the AUL American
Money Market  Investment  Account and then authorizes AUL to transfer a specific
dollar  amount from the Money Market  Investment  Account into one or more other
Investment Accounts at the unit values determined on the dates of the transfers.
This may be done monthly, quarterly, semi-annually, or annually. These transfers
will  continue  automatically  until  AUL  receives  notice to  discontinue  the
Program,  or until  there is not  enough  money in the Money  Market  Investment
Account to continue the Program, whichever occurs first.

     Currently,  the minimum required amount of each transfer is $500,  although
AUL  reserves the right to change this  minimum  transfer  amount in the future.
Transfers to or from the Fixed Account are not  permitted  under the Dollar Cost
Averaging  Program.  At least ten days advance written notice to AUL is required
before the date of the first proposed transfer under the DCA Program. AUL offers
the  Dollar  Cost  Averaging  Program  to  Contract  Owners at no charge and the
Company reserves the right to temporarily discontinue,  terminate, or change the
Program at any time.  Contract  Owners may change  the  frequency  of  scheduled
transfers, or may increase or decrease the amount of scheduled transfers, or may
discontinue participation in the Program at any time by providing written notice
to AUL,  provided that AUL must receive written notice of such a change at least
five days before a previously scheduled transfer is to occur.

     Contract Owners may initially elect to participate in the DCA Program,  and
if this  election is made at the time the  Contract is applied  for, the Program
will  take  effect  on the  first  monthly,  quarterly,  semi-annual,  or annual
transfer  date  following  the premium  receipt by AUL at its Home  Office.  The
Contract Owner may select the  particular  date of the month,  quarter,  or year
that the  transfers  are to be made and such  transfers  will  automatically  be
performed on such date,  provided  that such date  selected is a day that AUL is
open for business and provided  further that such date is a Valuation  Date.  If
the date  selected is not a Business  Day or is not a Valuation  Date,  then the
transfer will be made on the next  succeeding  Valuation Date. To participate in
the Program, a minimum deposit of $10,000 is required.

CONTRACT OWNER'S VARIABLE ACCOUNT VALUE

ACCUMULATION UNITS

     Premiums  allocated to the Investment  Accounts  available under a Contract
are credited to the Contract in the form of  Accumulation  Units.  The number of
Accumulation  Units to be credited is  determined  by dividing the dollar amount
allocated to the particular  Investment  Account by the Accumulation  Unit value
for the particular  Investment  Account as of the end of the Valuation Period in
which the premium is credited.  The number of Accumulation  Units so credited to
the  Contract  shall not be  changed by a  subsequent  change in the value of an
Accumulation  Unit, but the dollar value of an  Accumulation  Unit may vary from
Valuation Date to Valuation Date depending upon the investment experience of the
Investment Account and charges against the Investment Account.

ACCUMULATION UNIT VALUE

     AUL determines the Accumulation  Unit value for each Investment  Account of
the Variable  Account on each Valuation  Date. The  Accumulation  Unit value for
each Investment  Account was initially set at one dollar $1 for the Money Market
Investment Account and $5 for all other Investment  Accounts.  Subsequently,  on
each Valuation Date, the Accumulation Unit value for each Investment  Account is
determined by multiplying the Net Investment  Factor determined as of the end of
the Valuation Date for the  particular  Investment  Account by the  Accumulation
Unit value for the Investment Account as of the immediately  preceding Valuation
Period.  The Accumulation  Unit value for each Investment  Account may increase,
decrease,  or remain  the same from  Valuation  Period  to  Valuation  Period in
accordance with the Net Investment Factor.

NET INVESTMENT FACTOR

     The Net Investment Factor is used to measure the investment  performance of
an Investment  Account from one

<PAGE>
                                       18

Valuation Period to the next. For any Investment Account for a Valuation Period,
the Net  Investment  Factor  is  determined  by  dividing  (a) by (b)  and  then
subtracting (c) from the result where:

     (a) is equal to:
     (1) the net  asset  value  per  share of the Fund in which  the  Investment
Account invests, determined as of the end of the Valuation Period, plus
     (2) the per share  amount of any  dividend or other  distribution,  if any,
paid by the Fund  during  the  Valuation  Period,  plus or minus
     (3) a credit or charge with  respect to taxes if any,  paid or reserved for
AUL during the Valuation Period that are determined by AUL to be attributable to
the operation of the  Investment  Account  (although no Federal income taxes are
applicable under present law and no such charge is currently assessed);
     (b) is the net asset value per share of the Fund  determined  as of the end
of the preceding Valuation Period; and
     (c) is a daily charge factor  determined by AUL to reflect the fee assessed
against the assets of the Investment  Account for the mortality and expense risk
charge.

                     CASH WITHDRAWALS AND THE DEATH PROCEEDS

CASH WITHDRAWALS

     During the lifetime of the  Annuitant,  at any time before the Annuity Date
and  subject  to  the  limitations  under  any  applicable  Qualified  Plan  and
applicable  law, a Contract may be  surrendered  or a partial  withdrawal may be
taken from a Contract. A surrender or withdrawal request will be effective as of
the end of the Valuation Date that a proper written request in a form acceptable
to AUL is received by AUL at its Home Office.

     A full surrender of a Contract will result in a withdrawal payment equal to
the Owner's  Contract Value  allocated to the Variable  Account as of the end of
the Valuation Period during which a proper withdrawal request is received by AUL
at its Home Office, minus any applicable withdrawal charge. A partial withdrawal
may be  requested  for a  specified  percentage  or dollar  amount of an Owner's
Contract  Value. A request for a partial  withdrawal will result in a payment by
AUL equal to the  amount  specified  in the  partial  withdrawal  request.  Upon
payment,  the Owner's  Contract  Value will be reduced by an amount equal to the
payment and any applicable withdrawal charge.  Requests for a partial withdrawal
that would  leave a Contract  Value of less than $5000 for a  non-qualified  One
Year Flexible Premium  Contract ($2,000 for a qualified  contract) and less than
the required  cumulative minimum for a Flexible Premium Contract will be treated
as a request for a full surrender. AUL may change or waive this provision at its
discretion.

     The minimum amount that may be withdrawn from a Contract  Owner's  Contract
Value is $200 for  Flexible  Premium  Contracts  and $500 for One Year  Flexible
Premium Contracts. If the remaining Contract Value is less than these amounts, a
request for a  withdrawal  will be treated as a surrender  of the  Contract.  In
addition,  the  Contracts may be issued in  connection  with certain  retirement
programs that are subject to constraints on withdrawals and full surrenders.

     The  amount  of a  partial  withdrawal  will be taken  from the  Investment
Accounts and the Fixed Account as instructed, and if the Owner does not specify,
in proportion to the Owner's Contract Value in the various  Investment  Accounts
and the Fixed Account.  A partial  withdrawal  will not be effected until proper
instructions are received by AUL at its Home Office.

     A  surrender  or a partial  withdrawal  may  result in the  deduction  of a
withdrawal  charge,  described below, and may be subject to a premium tax charge
for  any  tax  on   premiums   that  may  be  imposed  by  various   states  and
municipalities. See "Premium Tax Charge." A surrender or withdrawal that results
in receipt  of  proceeds  by a  Contract  Owner may result in receipt of taxable
income to the  Contract  Owner and,  in some  instances,  in a tax  penalty.  In
addition,  distributions  under  certain  Qualified  Plans  may  result in a tax
penalty.  See "Tax  Penalty."  Owners of  Contracts  used in  connection  with a
Qualified  Plan should refer to the terms of the  applicable  Qualified Plan for
any limitations or restrictions on cash  withdrawals.  The tax consequences of a
surrender or withdrawal under the Contracts should be carefully considered.  See
"Federal Tax Matters."

THE DEATH PROCEEDS

     If a  Contract  Owner  dies at or after  age 76,  the  amount  of the Death
Proceeds is equal to the Contract  Owner's  Contract  Value as of the end of the
Valuation Period in which due proof of death and instructions  regarding payment
are  received by AUL at its Home  Office.  If a Contract  Owner or, as described
below, an Annuitant,  dies before age 76, the Death Proceeds will be the greater
of the Contract  Value as of the end of the Valuation  Period in which due proof
of death and  instructions  regarding  payment  are  received by AUL at its Home
Office or the value given by (a)-(b)-(c)+(d) where: (a) is the net premiums; (b)
is any amounts withdrawn  (including any withdrawal charges) prior to death; (c)
is the annual fees assessed  prior to death;  and (d) is the interest  earned on
(a)-(b)-(c), credited at an annual effective rate of 4% until the date of death.

     If the Contract  Owner dies before the Annuity Date and the  Beneficiary is
not the Contract Owner's  surviving  spouse,  the Death Proceeds will be paid to
the  Beneficiary.  Such Death  Proceeds  will be paid in a lump-sum,  unless the
Beneficiary  elects to have this value applied under a settlement  option.  If a
settlement  option is elected,  the Beneficiary  must be named the Annuitant and
payments must begin within one year of the Contract  Owner's  death.  The option
also must have payments  which are payable over the life of the  Beneficiary  or
over  a  period  which  does  not  extend  beyond  the  life  expectancy  of the
Beneficiary.

<PAGE>
                                       19

     If the Contract  Owner dies before the Annuity Date and the  Beneficiary is
the Contract Owner's surviving spouse,  the surviving spouse will become the new
Contract  Owner.  The Contract will  continue  with its terms  unchanged and the
Contract  Owner's  spouse will assume all rights as Contract  Owner.  Within 120
days of the original  Contract  Owner's death,  the Contract  Owner's spouse may
elect to receive  the Death  Proceeds  or  withdraw  any of the  Contract  Value
without any early withdrawal charge. However,  depending upon the circumstances,
a tax penalty may be imposed upon such a withdrawal.

     Any  amount  payable  under a  Contract  will not be less than the  minimum
required by the law of the state where the Contract is delivered.

     If the Annuitant dies before the Annuity Date and the Annuitant is not also
the Contract  Owner,  then: (1) if the Contract Owner is not an individual,  the
Death Proceeds will be paid to the Contract  Owner in a lump-sum;  or (2) if the
Contract Owner is an  individual,  a new Annuitant may be named and the Contract
will  continue.  If a new  Annuitant  is  not  named  within  120  days  of  the
Annuitant's death, the Contract Value, less any withdrawal charges, will be paid
to the Contract Owner in a lump-sum.

     The death benefit will be paid to the  Beneficiary  or Contract  Owner,  as
appropriate, in a single sum or under one of the Annuity Options, as directed by
the Contract Owner or as elected by the  Beneficiary.  If the  Beneficiary is to
receive  annuity  payments  under an Annuity  Option,  there may be limits under
applicable law on the amount and duration of payments that the  Beneficiary  may
receive, and requirements respecting timing of payments. A tax adviser should be
consulted in considering payout options.

PAYMENTS FROM THE VARIABLE ACCOUNT

     Payment of an amount from the Variable Account  resulting from a surrender,
partial  withdrawal,  transfer from an Owner's  Contract Value  allocated to the
Variable Account, or payment of the Death Proceeds, normally will be made within
seven days from the date a proper  request  is  received  at AUL's Home  Office.
However,  AUL can postpone the  calculation  or payment of such an amount to the
extent permitted under  applicable law, which is currently  permissible only for
any period:  (a) during  which the New York Stock  Exchange is closed other than
customary weekend and holiday closings; (b) during which trading on the New York
Stock  Exchange is  restricted,  as  determined  by the SEC; (c) during which an
emergency, as determined by the SEC, exists as a result of which (i) disposal of
securities held by the Variable Account is not reasonably  practicable,  or (ii)
it is not  reasonably  practicable  to determine  the value of the assets of the
Variable  Account;  or (d) for such other periods as the SEC may by order permit
for the protection of investors. For information concerning payment of an amount
from the Fixed Account, see "The Fixed Account."

                             CHARGES AND DEDUCTIONS

PREMIUM TAX CHARGE

     Various  states and  municipalities  impose a tax on  premiums  received by
insurance  companies.  Whether or not a premium tax is imposed will depend upon,
among other things,  the Owner's state of residence,  the  Annuitant's  state of
residence,  the insurance tax laws, and AUL's status in a particular  state. AUL
assesses a premium  tax charge to  reimburse  itself for  premium  taxes that it
incurs. This charge will be deducted as premium taxes are incurred by AUL, which
is usually when an annuity is effected.  Premium tax rates  currently range from
0% to 3.5%, but are subject to change.

WITHDRAWAL CHARGE

     No  deduction  for sales  charges  is made from  premiums  for a  Contract.
However,  if a cash  withdrawal  is made or the Contract is  surrendered  by the
Owner,  then depending on the type of Contract,  a withdrawal  charge (which may
also be referred to as a contingent  deferred sales charge),  may be assessed by
AUL on the amount  withdrawn if the  Contract  has not been in  existence  for a
certain period of time. An amount  withdrawn  during a Contract Year referred to
as the Free  Withdrawal  Amount will not be subject to an  otherwise  applicable
withdrawal  charge.  The Free Withdrawal  Amount is 12% of Contract Value at the
time of the first  withdrawal  in any Contract  Year in which the  withdrawal is
being  made.  Any  transfer  of  Contract  Value  from the Fixed  Account to the
Variable  Account  will  reduce  the  Free  Withdrawal   Amount  by  the  amount
transferred.  The chart below  illustrates  the amount of the withdrawal  charge
that applies to both  variations of Contracts  based on the number of years that
the Contract has been in existence.

<TABLE>
<CAPTION>
            Charge on Withdrawal Exceeding 12% Free Withdrawal Amount


          Charge on Withdrawal Exceeding 12% Free Withdrawal Amount(1)
          ------------------------------------------------------------
<S>                                <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>     <C>    <C>       
Contract Year                       1      2        3        4        5        6       7        8        9       10     11 or more
Flexible Premium
  Contracts                        10%     9%       8%       7%       6%       5%      4%       3%       2%       1%         0%
One Year Flexible
  Premium Contracts                 7%     6%       5%       4%       3%       2%      1%       0%       0%       0%         0%

</TABLE>

<PAGE>
                                       20

     In no event will the  amount of any  withdrawal  charge,  when added to any
withdrawal  charges  previously  assessed  against any amount  withdrawn  from a
Contract,  exceed 8.5% of the total premiums paid on a Flexible Premium Contract
or 8% of the total  premiums paid on a One Year Flexible  Premium  Contract.  In
addition,  no withdrawal  charge will be imposed upon payment of Death  Proceeds
under the Contract.

     A withdrawal charge may be assessed upon annuitization of a Contract. For a
Flexible Premium Contract, no withdrawal charge will apply if the Contract is in
its fifth  Contract  Year or later and a life  annuity or  survivorship  annuity
option is selected.  For a One Year  Flexible  Premium  Contract,  no withdrawal
charge will apply if a life annuity or survivorship option is selected or if the
Contract is in its fourth Contract Year or later and the fixed income option for
a period of 10 or more years is chosen.  Otherwise,  the withdrawal  charge will
apply.

     The withdrawal  charge will be used to recover certain expenses relating to
sales of the Contracts,  including commissions paid to sales personnel and other
promotional costs. AUL reserves the right to increase or decrease the withdrawal
charge  for any  Contracts  established  on or after the  effective  date of the
change,  but the  withdrawal  charge will not exceed 8.5% of the total  premiums
paid on a Flexible  Premium  Contract or 8% of the total  premiums paid on a One
Year Flexible Premium Contract.

MORTALITY AND EXPENSE RISK CHARGE

     AUL deducts a daily charge from the assets of each  Investment  Account for
mortality  and expense  risks  assumed by AUL.  The charge is equal to an annual
rate of 1.25% of the average daily net assets of each Investment  Account.  This
amount is intended to compensate AUL for certain mortality and expense risks AUL
assumes in  offering  and  administering  the  Contracts  and in  operating  the
Variable Account.  The 1.25% charge is based on original  estimates of 0.40% for
expense risk and 0.85% for mortality risk.

     The  expense  risk is the risk that AUL's  actual  expenses  in issuing and
administering the Contracts and operating the Variable Account will be more than
the charges  assessed for such expenses.  The mortality risk borne by AUL is the
risk that the Annuitants,  as a group, will live longer than the AUL's actuarial
tables  predict.  AUL may  ultimately  realize a profit  from this charge to the
extent it is not needed to address mortality and  administrative  expenses,  but
AUL may realize a loss to the extent the charge is not  sufficient.  AUL may use
any  profit  derived  from this  charge for any lawful  purpose,  including  any
distribution expenses not covered by the withdrawal charge.

ADMINISTRATIVE FEE

     AUL deducts an annual  administrative  fee from each Owner's Contract Value
equal to the  lesser  of 2.0% of the  Contract  Value or $30 a year.  The fee is
assessed  every year on a Contract if the  Contract is in effect on the Contract
Anniversary,   and  is  assessed  only  during  the  Accumulation   Period.  The
administrative  fee is waived on each  Contract  Anniversary  when the  Contract
Value,  at the time the  charge  would  otherwise  have  been  imposed,  exceeds
$50,000.  When a Contract Owner annuitizes or surrenders on any day other than a
Contract  Anniversary,  a pro rata portion of the charge for that portion of the
year will not be  assessed.  The  charge is  deducted  proportionately  from the
Contract Value  allocated  among the Investment  Accounts and the Fixed Account.
The purpose of this fee is to  reimburse  AUL for the expenses  associated  with
administration of the Contracts and operation of the Variable Account.  AUL does
not expect to profit from this fee.

OTHER CHARGES

     AUL may charge the  Investment  Accounts  of the  Variable  Account for the
federal,  state, or local income taxes incurred by AUL that are  attributable to
the Variable  Account and its Investment  Accounts.  No such charge is currently
assessed.

VARIATIONS IN CHARGES

     AUL  may  reduce  or  waive  the  amount  of  the  withdrawal   charge  and
administrative charge for a Contract where the expenses associated with the sale
of the Contract or the  administrative  costs  associated  with the Contract are
reduced. For example, the withdrawal and/or administrative charge may be reduced
in connection  with  acquisition of the Contract in exchange for another annuity
contract  issued by AUL. AUL may also reduce or waive the withdrawal  charge and
administrative  charge on Contracts sold to the directors or employees of AUL or
any of its affiliates or to directors or any employees of any of the Funds.

GUARANTEE OF CERTAIN CHARGES

     AUL  guarantees  that the  mortality  and  expense  risk  charge  shall not
increase.  AUL may  increase  the  administrative  fee,  but only to the  extent
necessary  to  recover  the  expenses  associated  with  administration  of  the
Contracts and operations of the Variable Account.

EXPENSES OF THE FUNDS

     Each Investment Account of the Variable Account purchases shares at the net
asset  value  of the  corresponding  Fund.  The net  asset  value  reflects  the
investment  advisory fee and other expenses that are deducted from the assets of
the Fund. The advisory fees and other expenses are not fixed or specified  under
the terms of the Contract and are described in the Funds' Prospectuses.

<PAGE>
                                       21

                                 ANNUITY PERIOD
GENERAL

     On the Annuity Date, the adjusted  value of the Owner's  Contract Value may
be applied to provide an annuity under one of the options  described  below. The
adjusted  value will be equal to the value of the Owner's  Contract  Value as of
the Annuity Date,  reduced by any applicable  premium or similar taxes,  and any
applicable  withdrawal  charge.  For a Flexible Premium Contract,  no withdrawal
charge will apply if the Contract is in its fifth  Contract  Year or later and a
life annuity or survivorship annuity option is selected. For a One Year Flexible
Premium  Contract,  no  withdrawal  charge  will  apply  if a  life  annuity  or
survivorship  annuity  option is  selected  or if the  Contract is in its fourth
Contract  Year or later and the fixed  income  option for a period of 10 or more
years is chosen. Otherwise, the withdrawal charge will apply.

     The Contracts  provide for three Annuity  Options,  any one of which may be
elected, except as otherwise noted. A lump-sum distribution may also be elected.
Other Annuity  Options may be available  upon request at the  discretion of AUL.
All Annuity  Options are fixed and the annuity  payments  are based upon annuity
rates that vary with the Annuity  Option  selected and the age of the  Annuitant
(as  adjusted),  except  that in the case of  Option 1, the  Income  for a Fixed
Period Option,  age is not a consideration.  The annuity rates are based upon an
assumed  interest  rate of 3%,  compounded  annually.  Generally,  if no Annuity
Option has been selected for a Contract Owner,  annuity payments will be made to
the Annuitant under Option 2, the life annuity with 120 guaranteed payments. For
Contracts used in connection  with certain  Employee  Benefit Plans and employer
sponsored 403(b)  programs,  annuity payments to Contract Owners who are married
will be made under  Option 3, with the  Contract  Owner's  spouse as  contingent
Annuitant,  unless the Contract  Owner  otherwise  elects and obtains his or her
spouse's consent.

     Once annuity payments have commenced, a Contract Owner cannot surrender his
or her  annuity  and receive a lump-sum  settlement  in lieu  thereof and cannot
change the Annuity Option. If, under any option,  monthly payments are less than
$100 each,  AUL has the right to make  either a lump-sum  settlement  or to make
larger payments on a less frequent basis.  AUL also reserves the right to change
the minimum payment amount.

     Annuity payments will begin as of the Annuity Date.

     A Contract Owner may designate an Annuity Date, Annuity Option,  contingent
Annuitant,  and Beneficiary on an Annuity Election Form that must be received by
AUL at its  Home  Office  prior  to the  Annuity  Date.  AUL  may  also  require
additional  information before annuity payments commence.  If the Contract Owner
is an individual,  the Annuitant may be changed at any time prior to the Annuity
Date. The Annuitant  must also be an individual and must be the Contract  Owner,
or someone chosen from among the Contract  Owner's  spouse,  parents,  brothers,
sisters, and children.  Any other choice requires AUL's consent. If the Contract
Owner is not an  individual,  a change in the  Annuitant  will not be  permitted
without AUL's consent.  The Beneficiary,  if any, may be changed at any time and
the Annuity Date and Annuity Option may also be changed at any time prior to the
Annuity Date. For Contracts used in connection with a Qualified Plan,  reference
should  be made to the terms of the  Qualified  Plan for  pertinent  limitations
regarding annuity dates and options.  To help ensure timely receipt of the first
annuity payment, a transfer of a Contract Owner's Contract Value in the Variable
Account  should be made to the  Fixed  Account  at least two weeks  prior to the
Annuity Date.

ANNUITY OPTIONS

OPTION 1 - INCOME FOR A FIXED PERIOD

     An annuity  payable  monthly for a fixed period (not more than 20 years) as
elected,  with the guarantee  that if, at the death of the  Annuitant,  payments
have been made for less than the selected fixed period, annuity payments will be
continued during the remainder of said period to the Beneficiary.

OPTION 2 - LIFE ANNUITY

     An annuity  payable  monthly during the lifetime of the Annuitant that ends
with the last  monthly  payment  before  the death of the  Annuitant.  A minimum
number of  payments  can be  guaranteed  such as 120 or the  number of  payments
required to refund the proceeds applied.

OPTION 3 - SURVIVORSHIP ANNUITY

     An annuity  payable monthly during the lifetime of the Annuitant and, after
the death of the Annuitant, an amount equal to 50%, or 100% (as specified in the
election) of such annuity, will be paid to the contingent Annuitant named in the
election if and so long as such contingent Annuitant lives.

     An  election  of this  option is  automatically  cancelled  if  either  the
Contract  Owner or the  contingent  Annuitant  dies  before  the  Annuity  Date.

SELECTION OF AN OPTION
   
     Contract  Owners  should  carefully  review the Annuity  Options with their
financial or tax  advisers.  For Contracts  used in connection  with a Qualified
Plan, reference should be made to the terms of the applicable Qualified Plan for
pertinent limitations  respecting the form of annuity payments, the commencement
of  distributions,  and other matters.  For instance,  annuity  payments under a
Qualified  Plan  generally must begin no later than April 1 of the calendar year
following  the calendar  year in which the Contract  Owner reaches age 70 1/2 if
the  Par-

<PAGE>
                                       22

ticipant is no longer employed.  For Option 1, the period elected for receipt of
annuity  payments  under the terms of the  Annuity  Option  generally  may be no
longer than the joint life  expectancy of the Annuitant and  Beneficiary  in the
year that the  Annuitant  reaches age 70 1/2 and must be shorter than such joint
life  expectancy if the  Beneficiary is not the  Annuitant's  spouse and is more
than 10 years  younger than the  Annuitant.  Under  Option 3, if the  contingent
Annuitant is not the  Annuitant's  spouse and is more than 10 years younger than
the Annuitant, the 100% election specified above may not be available.
    
                                THE FIXED ACCOUNT

     Contributions  or  transfers  to the  Fixed  Account  become  part of AUL's
General Account. The General Account is subject to regulation and supervision by
the Indiana  Insurance  Department as well as the insurance laws and regulations
of other  jurisdictions in which the Contracts are  distributed.  In reliance on
certain  exemptive and exclusionary  provisions,  interests in the Fixed Account
have not been  registered as securities  under the  Securities  Act of 1933 (the
"1933  Act") and the Fixed  Account  has not been  registered  as an  investment
company  under the 1940 Act.  Accordingly,  neither  the Fixed  Account  nor any
interests therein are generally subject to the provisions of the 1933 Act or the
1940 Act.  AUL has been  advised  that the staff of the SEC has not reviewed the
disclosure in this Prospectus  relating to the Fixed Account.  This  disclosure,
however,  may be subject  to  certain  generally  applicable  provisions  of the
federal  securities laws relating to the accuracy and completeness of statements
made in the  Prospectus.  This  Prospectus  is generally  intended to serve as a
disclosure  document  only for  aspects of a  Contract  involving  the  Variable
Account and contains only selected information  regarding the Fixed Account. For
more information regarding the Fixed Account, see the Contract itself.

INTEREST
   
     A Contract  Owner's Fixed Account Value earns  interest at fixed rates that
are paid by AUL. The Account Value in the Fixed Account earns interest at one or
more interest rates  determined by AUL at its discretion and declared in advance
("Current  Rate"),  which are guaranteed to be at least an annual effective rate
of 3% ("Guaranteed  Rate"). AUL will determine a Current Rate from time to time,
and any Current  Rate that exceeds the  Guaranteed  Rate will be in effect for a
period of at least one year.  If AUL  determines a Current Rate in excess of the
Guaranteed  Rate,  premiums  allocated or transfers to the Fixed Account under a
Contract  during the time the Current Rate is in effect are  guaranteed  to earn
interest at that particular Current Rate for at least one year.
    

     Amounts  contributed  or  transferred to the Fixed Account earn interest at
the Current Rate then in effect.  If AUL changes the Current Rate,  such amounts
contributed  or  transferred  on or after the effective  date of the change earn
interest at the new Current Rate;  however,  amounts  contributed or transferred
prior to the effective date of the change may earn interest at the prior Current
Rate or other  Current Rate  determined  by AUL.  Therefore,  at any given time,
various  portions  of a  Contract  Owner's  Fixed  Account  Value may be earning
interest at different  Current  Rates for different  periods of time,  depending
upon when such portions were originally  contributed or transferred to the Fixed
Account. AUL bears the investment risk for Contract Owner's Fixed Account Values
and for paying  interest at the Current  Rate on amounts  allocated to the Fixed
Account.

WITHDRAWALS

     A Contract Owner may make a full surrender or a partial withdrawal from his
or her Fixed  Account Value  subject to the  provisions of the Contract.  A full
surrender of a Contract  Owner's Fixed Account Value will result in a withdrawal
payment equal to the value of the Contract Owner's Fixed Account Value as of the
day the surrender is effected, minus any applicable withdrawal charge. A partial
withdrawal  may be requested for a specified  percentage or dollar amount of the
Contract Owner's Fixed Account Value. For a further discussion of surrenders and
partial  withdrawals  as generally  applicable  to a Contract  Owner's  Variable
Account Value and Fixed Account Value, see "Cash Withdrawals."

TRANSFERS

     A Contract  Owner's Fixed Account Value may be  transferred  from the Fixed
Account to the  Variable  Account  subject to certain  limitations.  The minimum
amount that may be  transferred  from the Fixed Account is $500 or, if the Fixed
Account  Value is less  than $500  after  the  transfer,  the  Contract  Owner's
remaining  Fixed  Account  Value.  If the amount  remaining in the Fixed Account
after  a  transfer  would  be less  than  $500,  the  remaining  amount  will be
transferred with the amount that has been requested. The maximum amount that may
be  transferred  in any one  Contract  Year is the  lesser of 20% of a  Contract
Owner's Fixed Account  Value as of the last Contract  Anniversary  preceding the
request,  or the Contract Owner's entire Fixed Account Value if it would be less
than $500 after the transfer.  Transfers and  withdrawals of a Contract  Owner's
Fixed  Account  Value  will be  effected  on a last-in  first-out  basis.  For a
discussion of transfers as generally  applicable to a Contract  Owner's Variable
Account Value and Fixed Account Value, see "Transfers of Account Value."

CONTRACT CHARGES

     The withdrawal charge will be the same for amounts surrendered or withdrawn
from a Contract  Owner's  Fixed  Account  Value as for  amounts  surrendered  or
withdrawn  from a Contract  Owner's  Variable  Account Value.  In addition,  the
annual fee will be the same whether or not a Owner's Contract Value is allocated
to the  Variable  Account or the Fixed  Account.  The charge for  mortality  and
expense risks will not

<PAGE>
                                       23

be assessed against the Fixed Account,  and any amounts that AUL pays for income
taxes  allocable to the Variable  Account will not be charged  against the Fixed
Account.  In addition,  the investment advisory fees and operating expenses paid
by the Funds will not be paid directly or  indirectly by Contract  Owners to the
extent the  Contract  Value is  allocated to the Fixed  Account;  however,  such
Contract  Owners  will  not  participate  in the  investment  experience  of the
Variable Account. See "Charges and Deductions."

PAYMENTS FROM THE FIXED ACCOUNT

     Surrenders,  withdrawals,  and transfers from the Fixed Account and payment
of Death  Proceeds  based upon a Contract  Owner's  Fixed  Account  Value may be
delayed for up to six months after a written  request in proper form is received
by AUL at its Home  Office.  During  the  period of  deferral,  interest  at the
applicable  interest  rate or rates will continue to be credited to the Contract
Owner's Fixed Account Value.

                            MORE ABOUT THE CONTRACTS

DESIGNATION AND CHANGE OF BENEFICIARY

     The Beneficiary  designation  contained in an application for the Contracts
will remain in effect  until  changed.  A  Beneficiary  may only be named if the
Contract Owner is an individual.  The interests of a Beneficiary who dies before
the Contract Owner will pass to any surviving  Beneficiary,  unless the Contract
Owner  specifies  otherwise.   Unless  otherwise  provided,   if  no  designated
Beneficiary  is living upon the death of the Contract Owner prior to the Annuity
Date, the Contract Owner's estate is the Beneficiary. Unless otherwise provided,
if no designated Beneficiary under an Annuity Option is living after the Annuity
Date,  upon  the  death  of  the  Annuitant,   the  Annuitant's  estate  is  the
Beneficiary.

     Subject  to  the  rights  of an  irrevocably  designated  Beneficiary,  the
designation  of a  Beneficiary  may be  changed or revoked at any time while the
Contract Owner is living by filing with AUL a written beneficiary designation or
revocation in such form as AUL may require. The change or revocation will not be
binding upon AUL until it is received by AUL at its Home  Office.  When it is so
received, the change or revocation will be effective as of the date on which the
beneficiary  designation or revocation was signed,  but the change or revocation
will be without  prejudice to AUL if any payment has been made or any action has
been taken by AUL prior to receiving the change or revocation.

     For Contracts issued in connection with Qualified  Plans,  reference should
be  made  to the  terms  of the  particular  Qualified  Plan,  if  any,  and any
applicable  law  for  any  restrictions  on  the  beneficiary  designation.  For
instance,  under an  Employee  Benefit  Plan,  the  Beneficiary  (or  contingent
Annuitant) must be the Contract Owner's spouse if the Contract Owner is married,
unless the spouse  properly  consents to the  designation  of a Beneficiary  (or
contingent Annuitant) other than the spouse.

ASSIGNABILITY

     A Contract  Owner may  assign a  Contract,  but the rights of the  Contract
Owner and any  Beneficiary  will be secondary to the  interests of the assignee.
AUL assumes no responsibility for the validity of an assignment.  Any assignment
will not be binding  upon AUL until  received  in  writing  at its Home  Office.
Because an assignment may be a taxable event,  Contract  Owners should consult a
tax advisor as to the tax consequences resulting from such an assignment.

PROOF OF AGE AND SURVIVAL

     AUL may require  proof of age, sex, or survival of any person on whose life
annuity payments depend.

MISSTATEMENTS

     If the  age or  sex  of an  Annuitant  or  contingent  Annuitant  has  been
misstated,  the  correct  amount  paid or  payable  by AUL  shall be such as the
Contract would have provided for the correct age and sex.

ACCEPTANCE OF NEW PREMIUMS

     AUL  reserves  the right to refuse to accept new premiums for a Contract at
any time.

                               FEDERAL TAX MATTERS
INTRODUCTION

     The  Contracts  described  in  this  Prospectus  are  designed  for  use in
connection with non-tax  qualified  retirement plans for individuals and for use
by  individuals  in connection  with  retirement  plans under the  provisions of
Sections 401, 403(b), or 408 of the Internal Revenue Code ("Code"). The ultimate
effect of Federal income taxes on values under a Contract,  on annuity payments,
and on the economic benefits to the Owner, the Annuitant, and the Beneficiary or
other payee,  may depend upon the type of Qualified  Plan for which the Contract
is purchased and a number of different factors.  The discussion contained herein
and in the Statement of Additional Information is general in nature. It is based
upon AUL's  understanding  of the present  Federal  income tax laws as currently
interpreted by the Internal Revenue Service ("IRS"),  and is not intended as tax
advice.  No  representation  is made regarding the likelihood of continuation of
the present  Federal  income tax laws or of the current  interpretations  by the
IRS. Future  legislation may affect annuity contracts  adversely.  Moreover,  no
attempt is made to consider any applicable  state or other laws.  Because of the
inherent  complexity  of such  laws and the  fact  that tax  results  will  vary
according to the terms of the Qualified Plan and the particular circumstances of
the indi-

<PAGE>
                                       24

vidual  involved,  any person  contemplating  the  purchase  of a  Contract,  or
receiving  annuity  payments  under a Contract,  should  consult a qualified tax
adviser.

AUL DOES NOT MAKE ANY GUARANTEE  REGARDING THE TAX STATUS OF ANY CONTRACT OR ANY
TRANSACTION INVOLVING THE CONTRACTS. CONSULT YOUR TAX ADVISOR.

DIVERSIFICATION STANDARDS

     Treasury Department  regulations under Section 817(h) of the Code prescribe
asset  diversification  requirements  which  are  expected  to  be  met  by  the
investment companies whose shares are sold to the Investment  Accounts.  Failure
to meet these requirements would jeopardize the tax status of the Contracts. See
the Statement of Additional Information for additional details.

     In   connection   with   the   issuance   of  the   regulations   governing
diversification  under  Section  817(h) of the  Code,  the  Treasury  Department
announced  that it would issue  future  regulations  or rulings  addressing  the
circumstances in which a variable contract owner's control of the investments of
a separate  account may cause the  contract  owner,  rather  than the  insurance
company, to be treated as the owner of the assets held by the separate account.

     If the variable  contract  owner is considered  the owner of the securities
underlying the separate  account,  income and gains produced by those securities
would be included currently in a contract owner's gross income. It is not clear,
at present,  what these regulations or rulings may provide.  It is possible that
when the  regulations  or  rulings  are  issued,  the  Contracts  may need to be
modified  in order to remain  in  compliance.  AUL  intends  to make  reasonable
efforts to comply  with any such  regulations  or rulings so that the  Contracts
will be  treated as annuity  contracts  for  Federal  income  tax  purposes  and
reserves  the  right  to make  such  changes  as it deems  appropriate  for that
purpose.

TAXATION OF ANNUITIES IN GENERAL - NON-QUALIFIED PLANS

     Section  72 of the Code  governs  taxation  of  annuities.  In  general,  a
Contract  Owner is not taxed on  increases  in value  under an annuity  contract
until  some form of  distribution  is made  under  the  contract.  However,  the
increase in value may be subject to tax currently  under certain  circumstances.
See  "Contracts  Owned  by  Non-Natural   Persons"  below  and  "Diversification
Standards" above.

  1. Surrenders or Withdrawals Prior to the Annuity Date

     Code  Section 72 provides  that  amounts  received  upon a total or partial
surrender or withdrawal from a contract prior to the annuity date generally will
be treated as gross  income to the  extent  that the cash value of the  contract
(determined  without  regard  to any  surrender  charge in the case of a partial
withdrawal)   exceeds  the  "investment  in  the  contract."  In  general,   the
"investment  in the contract" is that portion,  if any, of premiums paid under a
contract less any distributions  received previously under the contract that are
excluded  from the  recipient's  gross income.  The taxable  portion is taxed at
ordinary income tax rates.  For purposes of this rule, a pledge or assignment of
a contract is treated as a payment  received on account of a partial  withdrawal
of a  contract.  Similarly,  loans  under a contract  generally  are  treated as
distributions under the contract.

   2. Surrenders or Withdrawals on or after the Annuity Date

     Upon receipt of a lump-sum  payment or an annuity  payment under an annuity
contract,  the recipient is taxed if the cash value of the contract  exceeds the
investment in the contract.  For fixed annuity payments,  the taxable portion of
each payment is determined by using a formula  known as the  "exclusion  ratio,"
which  establishes  the ratio that the  investment in the contract  bears to the
total  expected  amount of annuity  payments for the term of the contract.  That
ratio is then applied to each payment to determine  the  non-taxable  portion of
the payment.  That remaining portion of each payment is taxed at ordinary income
rates.  Once the  excludable  portion of  annuity  payments  to date  equals the
investment  in the contract,  the balance of the annuity  payments will be fully
taxable.

     Withholding  of Federal income taxes on all  distributions  may be required
unless a recipient who is eligible  elects not to have any amounts  withheld and
properly  notifies AUL of that  election.  Special rules apply to withholding on
distributions  from  Employee  Benefit  Plans that are  qualified  under Section
401(a) of the Internal Revenue Code.

  3. Penalty Tax on Certain Surrenders and Withdrawals

     With  respect to amounts  withdrawn  or  distributed  before the  recipient
reaches age 59 1/2, a penalty tax is imposed equal to 10% of the portion of such
amount which is  includable  in gross  income.  However,  the penalty tax is not
applicable to withdrawals: (i) made on or after the death of the owner (or where
the owner is not an  individual,  the death of the "primary  annuitant,"  who is
defined as the individual the events in whose life are of primary  importance in
affecting  the  timing  and  amount  of the  payout  under the  contract);  (ii)
attributable to the recipient's  becoming totally disabled within the meaning of
Code  Section  72(m)(7);  or (iii)  which are part of a series of  substantially
equal periodic  payments (not less  frequently  than annually) made for the life
(or life  expectancy)  of the  recipient,  or the joint  lives  (or  joint  life
expectancies)  of the recipient and his  beneficiary.  The 10% penalty also does
not apply in certain other circumstances described in Code Section 72.

     If the penalty tax does not apply to a surrender or  withdrawal as a result
of the  application  of  item  (iii)  above,  and the  series  of  payments  are
subsequently modified (other than by reason of death or disability), the tax for
the first year in which the

<PAGE>
                                       25

modification  occurs will be increased by an amount  (determined  in  accordance
with IRS regulations) equal to the tax that would have been imposed but for item
(iii) above,  plus interest for the deferral period,  if the modification  takes
place (a) before  the close of the  period  which is five years from the date of
the first payment and after the recipient  attains age 59 1/2, or (b) before the
recipient reaches age 59 1/2.

ADDITIONAL CONSIDERATIONS

  1. Distribution-at-Death Rules

     In order to be treated as an annuity contract,  a contract must provide the
following two distribution  rules: (a) if the owner dies on or after the Annuity
Commencement  Date,  and before the entire  interest  in the  contract  has been
distributed,  the remaining  interest must be distributed at least as quickly as
the method in effect on the owner's death;  and (b) if the owner dies before the
Annuity Date, the entire  interest in the contract must generally be distributed
within  five  years  after the date of death,  or, if  payable  to a  designated
beneficiary,  must be annuitized over the life of that designated beneficiary or
over a period not  extending  beyond the life  expectancy  of that  beneficiary,
commencing  within  one  year  after  the date of  death  of the  owner.  If the
designated beneficiary is the spouse of the owner, the contract may be continued
in the name of the spouse as owner.

     For purposes of determining the timing of distributions under the foregoing
rules, where the owner is not an individual, the primary annuitant is considered
the owner.  In that case, a change in the primary  annuitant  will be treated as
the  death  of  the  owner.   Finally,   in  the  case  of  joint  owners,   the
distribution-at-death  rules will be applied by treating  the death of the first
owner  as the  one  to be  taken  into  account  in  determining  how  generally
distributions  must commence,  unless the sole  surviving  owner is the deceased
owner's spouse.

  2. Gift of Annuity Contracts

     Generally, gifts of contracts (not purchased in connection with a Qualified
Plan) before the Annuity  Commencement  Date will trigger income tax on the gain
on the  contract,  with the donee  getting  a  stepped-up  basis for the  amount
included  in the  donor's  income.  This  provision  does not  apply to  certain
transfers  incident  to a  divorce.  The  10%  penalty  tax  on  pre-age  59 1/2
withdrawals and distributions and gift tax also may be applicable.

  3. Contracts Owned by Non-Natural Persons

   
     If the contract is held by a non-natural person (for example, a corporation
in connection with its non-tax qualified deferred  compensation plan) the income
on that contract  (generally the net surrender value less the premium  payments)
is includable in taxable income each year.  Other taxes (such as the alternative
minimum tax and the  environmental  tax imposed under Code Section 59A) may also
apply. The rule does not apply where the contract is acquired by the estate of a
decedent, where the contract is held by certain types of retirement plans, where
the contract is a qualified funding asset for structured settlements,  where the
contract is purchased on behalf of an employee upon  termination  of an Employee
Benefit Plan, and in the case of a so-called immediate annuity. Code Section 457
(deferred  compensation)  plans for employees of state and local governments and
tax-exempt organizations are not within the purview of the exceptions.  However,
the income of state and local governments and tax-exempt organizations generally
is exempt from federal income tax.
    

  4. Multiple Contract Rule

     For  purposes  of  determining  the amount of any  distribution  under Code
Section 72(e)  (amounts not received as  annuities)  that is includable in gross
income,  all annuity  contracts  issued by the same insurer to the same contract
owner during any calendar year must be  aggregated  and treated as one contract.
Thus,  any  amount  received  under any such  contract  prior to the  contract's
Annuity Commencement Date, such as a partial surrender,  dividend, or loan, will
be taxable  (and  possibly  subject to the 10% penalty tax) to the extent of the
combined income in all such contracts.  In addition, the Treasury Department has
broad  regulatory  authority in applying this provision to prevent  avoidance of
the purposes of this new rule.

QUALIFIED PLANS

     The Contract may be used with certain types of Qualified Plans as described
under  "The  Contracts."  The  tax  rules  applicable  to  participants  in such
Qualified  Plans vary according to the type of plan and the terms and conditions
of the plan  itself.  No attempt is made  herein to  provide  more than  general
information  about the use of the Contract  with the various  types of Qualified
Plans. Contract Owners,  Annuitants,  and Beneficiaries,  are cautioned that the
rights of any person to any benefits under such Qualified  Plans will be subject
to the terms  and  conditions  of the plans  themselves  and may be  limited  by
applicable law, regardless of the terms and conditions of the Contract issued in
connection therewith.  For example, AUL may accept beneficiary  designations and
payment  instructions  under the  terms of the  Contract  without  regard to any
spousal consents that may be required under the Code or the Employee  Retirement
Income  Securities  Act of 1974  ("ERISA").  Consequently,  a  Contract  Owner's
Beneficiary designation or elected payment option may not be enforceable.
 
    The  following  are brief  descriptions  of the various  types of Qualified
Plans and the use of the Contract therewith:

  1. Individual Retirement Annuities

     Code  Section  408  permits an  eligible  individual  to  contribute  to an
individual  retirement  program  through the purchase of  Individual  Retirement
Annuities ("IRAs"). The Contract may be purchased as an IRA. IRAs are subject to
limitations  on the  amount  that may be  contributed,  the  persons

<PAGE>
                                       26

who may be eligible, and on the time when distributions must commence. Depending
upon the circumstances of the individual, contributions to an IRA may be made on
a  deductible  or  non-deductible  basis.  IRAs  may not be  transferred,  sold,
assigned,  discounted,  or pledged as collateral for a loan or other obligation.
The annual premium for an IRA may not exceed $2,000.  Any refund of premium must
be applied to payment of future premiums or the purchase of additional benefits.
In addition,  distributions  from certain other types of Qualified  Plans may be
placed on a tax-deferred basis into an IRA.

  2. Corporate Pension and Profit Sharing Plans

     Code Section 401(a) permits corporate  employers to establish various types
of  retirement  plans  for  their  employees.  For this  purpose,  self-employed
individuals  (proprietors or partners operating a trade or business) are treated
as employees  eligible to participate in such plans.  Such retirement  plans may
permit the purchase of Contracts to provide benefits thereunder.

     In order for a retirement plan to be "qualified" under Code Section 401, it
must: (i) meet certain minimum standards with respect to participation, coverage
and vesting;  (ii) not discriminate in favor of "highly compensated"  employees;
(iii) provide  contributions or benefits that do not exceed certain limitations;
(iv)  prohibit  the use of plan  assets for  purposes  other than the  exclusive
benefit  of the  employees  and their  beneficiaries  covered  by the plan;  (v)
provide  for  distributions  that  comply  with  certain  minimum   distribution
requirements;  (vi) provide for certain  spousal  survivor  benefits;  and (vii)
comply with numerous other qualification requirements.

     A  retirement  plan  qualified  under  Code  Section  401 may be  funded by
employer  contributions,  employee  contributions or a combination of both. Plan
participants are not subject to tax on employer contributions until such amounts
are  actually  distributed  from  the  plan.  Depending  upon  the  terms of the
particular plan,  employee  contributions  may be made on a pre-tax or after-tax
basis. In addition,  plan  participants  are not taxed on plan earnings  derived
from  either  employer  or  employee   contributions  until  such  earnings  are
distributed.

  3. Tax-Deferred Annuities

     Section 403(b) of the Code permits the purchase of "tax-deferred annuities"
by public schools and organizations  described in Section 501(c)(3) of the Code,
including certain charitable,  educational and scientific  organizations.  These
qualifying  employers  may pay premiums  under the  Contracts for the benefit of
their  employees.  Such  premiums are not  includable in the gross income of the
employee until the employee receives distributions from the Contract. The amount
of premiums to the  tax-deferred  annuity is limited to certain maximums imposed
by the Code. Furthermore,  the Code sets forth additional restrictions governing
such items as transferability, distributions, nondiscrimination and withdrawals.
Any employee  should  obtain  competent  tax advice as to the tax  treatment and
suitability of such an investment.

     The  above  description  of the  Federal  income  tax  consequences  of the
different types of Qualified  Plans which may be funded by the Contract  offered
by this  Prospectus  is only a brief  summary and is not intended as tax advice.
The rules governing the provisions of Qualified Plans are extremely  complex and
often  difficult to  comprehend.  Anything  less than full  compliance  with the
applicable  rules,  all of which are  subject to change,  may have  adverse  tax
consequences.  A prospective  Contract Owner considering adoption of a Qualified
Plan and purchase of a Contract in connection  therewith  should first consult a
qualified  and  competent  tax adviser,  with regard to the  suitability  of the
Contract as an investment vehicle for the Qualified Plan.

     Periodic  distributions (e.g.,  annuities and installment  payments) from a
Qualified  Plan that will last for a period of ten or more  years are  generally
subject  to  voluntary  income tax  withholding.  The  amount  withheld  on such
periodic  distributions  is  determined  at the rate  applicable  to wages.  The
recipient of a periodic distribution may generally elect not to have withholding
apply.

     Nonperiodic  distributions  (e.g.,  lump-sums and annuities or  installment
payments  of less than 10 years)  from a  Qualified  Plan  (other than IRAs) are
generally  subject  to  mandatory  20%  income  tax  withholding.   However,  no
withholding is imposed if the  distribution  is transferred  directly to another
eligible  Qualified  Plan  or  IRA.  Nonperiodic  distributions  from an IRA are
subject to income tax  withholding  at a flat 10% rate.  The recipient of such a
distribution may elect not to have withholding apply.

403(B) PROGRAMS - CONSTRAINTS ON WITHDRAWALS

     Section 403(b) of the Internal Revenue Code permits public school employees
and employees of  organizations  specified in Section  501(c)(3) of the Internal
Revenue Code, such as certain types of charitable,  educational,  and scientific
organizations,   to  purchase   annuity   contracts,   and  subject  to  certain
limitations,  to exclude the amount of purchase  payments  from gross income for
federal  tax  purposes.   Section   403(b)  imposes   restrictions   on  certain
distributions from  tax-sheltered  annuity contracts meeting the requirements of
Section 403(b) that apply to tax years beginning on or after January 1, 1989.

     Section   403(b)   requires   that   distributions   from  Section   403(b)
tax-sheltered  annuities that are  attributable to employee  contributions  made
after December 31, 1988 under a salary reduction  agreement not begin before the
employee reaches age 59 1/2, separates from service,  dies, becomes disabled, or
incurs a hardship. Furthermore, distributions of income or gains attributable to
such contributions accrued after December 31, 1988 may not be made on account of
hardship.  Hardship,  for this purpose, is generally defined as an immediate and
heavy  financial need,  such as paying for medical  expenses,  the purchase of a
principal residence, or paying certain tuition expenses.

<PAGE>
                                       27

     An Owner of a Contract purchased as a tax-sheltered  Section 403(b) annuity
contract will not, therefore,  be entitled to exercise the right of surrender or
withdrawal,  as  described  in this  Prospectus,  in order to receive his or her
Contract Value attributable to premiums paid under a salary reduction  agreement
or any income or gains credited to such Contract Owner under the Contract unless
one  of the  above-described  conditions  has  been  satisfied,  or  unless  the
withdrawal is otherwise  permitted under applicable federal tax law. In the case
of transfers of amounts  accumulated in a different  Section 403(b)  contract to
this  Contract  under a  Section  403(b)  Program,  the  withdrawal  constraints
described  above  would  not apply to the  amount  transferred  to the  Contract
attributable to a Contract  Owner's  December 31, 1988 account balance under the
old contract,  provided that the amounts  transferred  between  contracts  meets
certain conditions. An Owner's Contract may be able to be transferred to certain
other  investment or funding  alternatives  meeting the  requirements of Section
403(b) that are available under an employer's Section 403(b) arrangement.

                                OTHER INFORMATION

VOTING OF SHARES OF THE FUNDS

     AUL is the legal  owner of the shares of the Funds  held by the  Investment
Accounts  of the  Variable  Account.  In  accordance  with its  view of  present
applicable  law, AUL will exercise  voting rights  attributable to the shares of
each Fund held in the Investment Accounts at any regular and special meetings of
the shareholders of the Funds on matters requiring  shareholder voting under the
1940 Act. AUL will exercise these voting rights based on  instructions  received
from persons having the voting interest in corresponding  Investment Accounts of
the Variable Account and consistent with any  requirements  imposed on AUL under
contracts with any of the Funds, or under applicable law.  However,  if the 1940
Act  or  any  regulations  thereunder  should  be  amended,  or if  the  present
interpretation  thereof should change, and as a result AUL determines that it is
permitted  to vote the shares of the Funds in its own right,  it may elect to do
so.

     The person  having the voting  interest  under a Contract  is the  Contract
Owner.  AUL or the  pertinent  Fund shall send to each  Contract  Owner a Fund's
proxy materials and forms of instruction by means of which  instructions  may be
given to AUL on how to exercise voting rights attributable to the Fund's shares.

     Unless otherwise required by applicable law or under a contract with any of
the Funds,  with  respect to each of the Funds,  the number of Fund shares as to
which  voting  instructions  may be given to AUL is  determined  by dividing the
value of all of the Accumulation  Units of the corresponding  Investment Account
attributable to a Contract on a particular date by the net asset value per share
of that Fund as of the same date.  Fractional votes will be counted.  The number
of votes as to which voting  instructions  may be given will be determined as of
the  date  coincident  with  the  date  established  by a Fund  for  determining
shareholders eligible to vote at the meeting of the Fund. If required by the SEC
or under a contract  with any of the Funds,  AUL reserves the right to determine
in a different fashion the voting rights attributable to the shares of the Fund.
Voting instructions may be cast in person or by proxy.

     Voting  rights  attributable  to the  Contracts  for which no timely voting
instructions  are received  will be voted by AUL in the same  proportion  as the
voting  instructions  which are  received in a timely  manner for all  Contracts
participating in that Investment Account. AUL will vote shares of any Investment
Account, if any, that it owns beneficially in its own discretion, except that if
a Fund offers it shares to any  insurance  company  separate  account that funds
variable life insurance  contracts or if otherwise required by applicable law or
contract,  AUL will vote its own  shares in the same  proportion  as the  voting
instructions that are received in a timely manner for Contracts participating in
the Investment Account.

     Neither the Variable Account nor AUL is under any duty to inquire as to the
instructions  received  or the  authority  of Owners or others to  instruct  the
voting of shares of any of the Funds.

SUBSTITUTION OF INVESTMENTS

     AUL  reserves  the  right,  subject to  compliance  with the law as then in
effect, to make additions to, deletions from, substitutions for, or combinations
of the  securities  that  are held by the  Variable  Account  or any  Investment
Account or that the Variable Account or any Investment Account may purchase.  If
shares of any or all of the Funds should no longer be available for  investment,
or if, in the judgment of AUL's management,  further investment in shares of any
or all of the Funds should become  inappropriate  in view of the purposes of the
Contracts,  AUL may  substitute  shares  of  another  fund  for  shares  already
purchased,  or to be purchased in the future under the  Contracts.  AUL may also
purchase,  through the Variable  Account,  other securities for other classes of
contracts,  or permit a conversion  between classes of contracts on the basis of
requests made by Contract Owners or as permitted by Federal law.

     Where  required  under  applicable  law, AUL will not substitute any shares
attributable  to a Contract  Owner's  interest in an  Investment  Account or the
Variable Account without notice,  Contract Owner approval,  or prior approval of
the SEC or a state insurance  commissioner,  and without following the filing or
other procedures established by applicable state insurance regulators.

     AUL also reserves the right to establish additional  Investment Accounts of
the Variable Account that would invest in another  investment  company, a series
thereof, or other suitable  invest-

<PAGE>
                                       28

ment vehicle.  New Investment Accounts may be established in the sole discretion
of AUL,  and any new  Investment  Account  will be made  available  to  existing
Contract  Owners on a basis to be determined  by AUL. AUL may also  eliminate or
combine one or more Investment  Accounts or cease  permitting new allocations to
an Investment Account if, in its sole discretion,  marketing, tax, or investment
conditions so warrant.

     Subject to any  required  regulatory  approvals,  AUL reserves the right to
transfer  assets of any  Investment  Account of the Variable  Account to another
separate account or Investment Account.

     In the event of any such  substitution  or change,  AUL may, by appropriate
endorsement,  make such changes in these and other Contracts as may be necessary
or appropriate to reflect such substitution or change. AUL reserves the right to
operate the Variable Account as a management  investment  company under the 1940
Act  or  any  other  form  permitted  by  law,  an  Investment  Account  may  be
deregistered  under  that  Act in  the  event  such  registration  is no  longer
required,  or it may be  combined  with  other  separate  accounts  of AUL or an
affiliate  thereof.  Subject to  compliance  with  applicable  law, AUL also may
combine one or more Investment Accounts and may establish a committee, board, or
other  group to manage one or more  aspects  of the  operation  of the  Variable
Account.

CHANGES TO COMPLY WITH LAW AND AMENDMENTS

     AUL reserves the right, without the consent of Contract Owners, to make any
change to the  provisions  of the  Contracts to comply with, or to give Contract
Owners the  benefit  of, any  Federal or state  statute,  rule,  or  regulation,
including, but not limited to, requirements for annuity contracts and retirement
plans under the Internal  Revenue Code and  regulations  thereunder or any state
statute or regulation.

RESERVATION OF RIGHTS

     AUL reserves  the right to refuse to accept new  premiums  under a Contract
and to refuse to accept any application for a Contract.

PERIODIC REPORTS

     AUL will send quarterly  statements showing the number,  type, and value of
Accumulation  Units  credited  to the  Contract.  AUL will also send  statements
reflecting  transactions in a Contract Owner's Account as required by applicable
law. In addition, every person having voting rights will receive such reports or
Prospectuses concerning the Variable Account and the Funds as may be required by
the 1940 Act and the 1933 Act.

LEGAL PROCEEDINGS

     There are no legal  proceedings  pending to which the Variable Account is a
party, or which would materially affect the Variable Account.

LEGAL MATTERS

     Legal  matters  in  connection  with the  issue  and sale of the  Contracts
described in this Prospectus and the organization of AUL, its authority to issue
the Contracts  under Indiana law, and the validity of the forms of the Contracts
under Indiana law have been passed upon by the Associate General Counsel of AUL.

     Legal matters  relating to the Federal  securities  and Federal  income tax
laws have been passed upon by Dechert Price & Rhoads, Washington, D.C.

FINANCIAL STATEMENTS
   
     Financial  statements  of AUL as of December 31, 1996,  are included in the
Statement of Additional Information.
    
                             PERFORMANCE INFORMATION

     Performance   information  for  the  Investment  Accounts  is  shown  under
"Performance  of the  Investment  Accounts."  Performance  information  for  the
Investment  Accounts may also appear in promotional reports and sales literature
to current  or  prospective  Contract  Owners in the  manner  described  in this
section.  Performance  information  in  promotional  reports and  literature may
include the yield and effective yield of the Investment Account investing in the
Money Market Investment Account, the yield of the remaining Investment Accounts,
the average annual total return and the total return of all Investment Accounts.
For information on the calculation of current yield and effective yield, see the
Statement of Additional Information.

     Quotations of average annual total return for any  Investment  Account will
be  expressed  in terms of the  average  annual  compounded  rate of return on a
hypothetical  investment  in a Contract over a period of one, five and ten years
(or, if less, up to the life of the  Investment  Account),  and will reflect the
deduction of the applicable  withdrawal  charge,  the mortality and expense risk
charge, and if applicable, the administrative charge. Hypothetical quotations of
average  annual  total  return may also be shown for an  Investment  Account for
periods prior to the time that the Investment Account commenced operations based
upon the  performance  of the mutual  fund  portfolio  in which that  Investment
Account  invests,  and will reflect the deduction of the  applicable  withdrawal
charge, the administrative  charge, and the mortality and expense risk charge as
if, and to the extent,  that such  charges had been  applicable.  Quotations  of
total return,  actual and hypothetical,  may simultaneously be shown that do not
take into account certain  contractual charges such as the withdrawal charge and
the administrative charge and may be shown for different periods.

     Performance  information  for any  Investment  Account  reflects  only  the
performance of a  hypothetical  Contract

<PAGE>
                                       29

under which  Contract  Value is  allocated  to an  Investment  Account  during a
particular  time  period  on  which  the  calculations  are  based.  Performance
information  should be  considered  in light of the  investment  objectives  and
policies,  characteristics,  and  quality  of the Fund in which  the  Investment
Account invests,  and the market  conditions  during the given time period,  and
should  not be  considered  as  representation  of what may be  achieved  in the
future.  For a  description  of the methods  used to  determine  yield and total
return in  promotional  reports  and  literature  for the  Investment  Accounts,
information on possible uses for  performance,  and other  information,  see the
Statement of Additional Information.

                       STATEMENT OF ADDITIONAL INFORMATION

     The Statement of Additional  Information contains more specific information
and financial statements relating to AUL. The Table of Contents of the Statement
of Additional Information is set forth below:
<TABLE>

<S>                                                                                                                             <C>
GENERAL INFORMATION AND HISTORY...............................................................................................      
DISTRIBUTION OF CONTRACTS.....................................................................................................      
CUSTODY OF ASSETS.............................................................................................................      
TAX STATUS OF AUL AND THE VARIABLE ACCOUNT....................................................................................      
TAX TREATMENT OF AND LIMITS ON PREMIUMS UNDER RETIREMENT PLANS................................................................      
  403(b) Programs.............................................................................................................      
  408 Programs................................................................................................................      
  Employee Benefit Plans......................................................................................................      
  Tax Penalty for All Annuity Contracts.......................................................................................      
  Withholding for Employee Benefit Plans and Tax-Deferred Annuities...........................................................      
INDEPENDENT ACCOUNTANTS.......................................................................................................      
PERFORMANCE INFORMATION.......................................................................................................      
FINANCIAL STATEMENTS..........................................................................................................      
</TABLE>

A Statement of Additional  Information may be obtained without charge by calling
or writing to AUL at the telephone  number and address set forth in the front of
this Prospectus.

<PAGE>
                                       30


================================================================================
         No  dealer,  salesman  or any  other  person is  authorized  by the AUL
         American  Individual Unit Trust or by AUL to give any information or to
         make any  representation  other than as contained in this Prospectus in
         connection with the offering described herein.

         There has been  filed  with the  Securities  and  Exchange  Commission,
         Washington,  D.C., a Registration Statement under the Securities Act of
         1933, as amended,  and the Investment  Company Act of 1940, as amended,
         with respect to the offering herein described.  For further information
         with respect to the AUL  American  Individual  Unit Trust,  AUL and its
         variable  annuities,  reference is made thereto and the exhibits  filed
         therewith  or  incorporated  therein,  which  include all  contracts or
         documents referred to herein.
================================================================================





                       AUL AMERICAN INDIVIDUAL UNIT TRUST

                      Individual Variable Annuity Contracts

                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


   
                               One American Square
                           Indianapolis, Indiana 46282
    

                                   PROSPECTUS

   
                               Dated: May 1, 1997
    

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




<PAGE>

   
                       STATEMENT OF ADDITIONAL INFORMATION
                                   May 1, 1997
    

                       AUL American Individual Unit Trust
                      Individual Variable Annuity Contracts

                                   Offered By

   
                    American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282
                                 (317) 263-4045
    

                 Individual Annuity Service Office Mail Address:
                 P.O. Box 7127, Indianapolis, Indiana 46206-7127
                                 (800) 863-9354


   
         This Statement of Additional Information is not a prospectus and should
         be read in  conjunction  with the current  Prospectus  for AUL American
         Individual Unit Trust, dated May 1, 1997.

         A Prospectus is available  without  charge by calling the number listed
         above or by  mailing  the  Business  Reply Mail card  included  in this
         Statement of Additional  Information to American  United Life Insurance
         Company(R) ("AUL") at the address listed above.
    


<PAGE>
                                       



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
Description                                                                                                                   Page

<S>                                                                                                                             <C>
GENERAL INFORMATION AND HISTORY............................................................................................         

DISTRIBUTION OF CONTRACTS..................................................................................................         

CUSTODY OF ASSETS..........................................................................................................         

TAX STATUS OF AUL AND THE VARIABLE ACCOUNT.................................................................................         

TAX TREATMENT OF AND LIMITS ON PREMIUMS UNDER RETIREMENT PROGRAMS..........................................................         
  403(b) Programs..........................................................................................................         
  408 Programs.............................................................................................................         
  Employee Benefit Plans...................................................................................................         
  Tax Penalty for All Annuity Contracts....................................................................................         
  Withholding for Employee Benefit Plans and Tax-Deferred Annuities........................................................         

INDEPENDENT ACCOUNTANTS....................................................................................................         

PERFORMANCE INFORMATION....................................................................................................         

FINANCIAL STATEMENTS.......................................................................................................         
</TABLE>


<PAGE>
                                        

                         GENERAL INFORMATION AND HISTORY

     For a general  description  of AUL and AUL American  Individual  Unit Trust
(the "Variable Account"),  see the section entitled  "Information about AUL, The
Variable Account,  and The Funds" in the Prospectus.  Defined terms used in this
Statement of  Additional  Information  have the same meaning as terms defined in
the Prospectus.
                            DISTRIBUTION OF CONTRACTS

     AUL is the Principal  Underwriter for the variable  annuity  contracts (the
"Contracts")  described in the  Prospectus  and in this  Statement of Additional
Information.  AUL is registered with the Securities and Exchange Commission (the
"SEC")  as  a  broker-dealer.  The  Contracts  are  currently  being  sold  in a
continuous offering. While AUL does not anticipate discontinuing the offering of
the  Contracts,  it  reserves  the  right to do so.  The  Contracts  are sold by
registered representatives of AUL who are also licensed insurance agents.

     AUL also has sales agreements with various  broker-dealers  under which the
Contracts will be sold by registered representatives of the broker-dealers.  The
registered  representatives are required to be authorized under applicable state
regulations to sell variable annuity contracts.  The broker-dealers are required
to be  registered  with  the SEC and  members  of the  National  Association  of
Securities Dealers, Inc.

     AUL  serves as the  Principal  Underwriter  without  compensation  from the
Variable Account.

                                CUSTODY OF ASSETS

     The  assets  of the  Variable  Account  are  held by AUL.  The  assets  are
maintained  separate and apart from the assets of other separate accounts of AUL
and from AUL's General  Account assets.  AUL maintains  records of all purchases
and redemptions of shares of the Funds.

                   TAX STATUS OF AUL AND THE VARIABLE ACCOUNT

     The  operations of the Variable  Account form a part of AUL, so AUL will be
responsible  for any Federal  income and other taxes that  become  payable  with
respect to the income of the Variable Account. Each Investment Account will bear
its  allocable  share of such  liabilities,  but under current law, no dividend,
interest  income,  or  realized  capital  gain  attributable,  at a minimum,  to
appreciation of the Investment Accounts will be taxed to AUL to the extent it is
applied to increase reserves under the Contracts.

     Each of the Funds in which the  Variable  Account  invests  has advised AUL
that it intends to qualify as a "regulated  investment  company" under the Code.
AUL does not guarantee that any Fund will so qualify. If the requirements of the
Code are met, a Fund will not be taxed on amounts  distributed on a timely basis
to the Variable Account.  Were such a Fund not to so qualify,  the tax status of
the  Contracts  as  annuities  might be lost,  which could  result in  immediate
taxation of amounts  earned under the  Contracts  (except those held in Employee
Benefit Plans and 408 Programs).

     Under regulations  promulgated  under Code Section 817(h),  each Investment
Account must meet certain diversification standards.  Generally, compliance with
these  standards is determined  by taking into account an  Investment  Account's
share of assets of the  appropriate  underlying  Fund. To meet this test, on the
last day of each  calendar  quarter,  no more than 55% of the total  assets of a
Fund may be represented by any one investment, no more than % may be represented
by any  two  investments,  no more  than  80% may be  represented  by any  three
investments,  and no more than 90% may be represented  by any four  investments.
For the purposes of Section 817(h),  securities of a single issuer generally are
treated as one investment,  but  obligations of the U.S.  Treasury and each U.S.
Governmental  agency or  instrumentality  generally are treated as securities of
separate issuers.

        TAX TREATMENT OF AND LIMITS ON PREMIUMS UNDER RETIREMENT PROGRAMS

     The  Contracts  may be offered for use with  several  types of qualified or
non-qualified retirement programs as described in the Prospectus.  The tax rules
applicable to Owners of Contracts used in connection  with qualified  retirement
programs  vary  according  to the  type of  retirement  plan and its  terms  and
conditions.  Therefore,  no attempt is made herein to provide  more than general
information  about the use of the Contracts  with the various types of qualified
retirement programs.

     Owners,  Annuitants,  Beneficiaries and other payees are cautioned that the
rights of any person to any benefits  under these programs may be subject to the
terms and conditions of the Qualified Plans themselves,  regardless of the terms
and conditions of the Contracts issued in connection therewith.

     Generally, no taxes are imposed on the increases in the value of a Contract
by  reason  of  investment   experience  or  employer   contributions   until  a
distribution occurs, either as a lump-sum

<PAGE>
                                        

payment or annuity  payments  under an elected  Annuity Option or in the form of
cash withdrawals, surrenders, or other distributions prior to the Annuity Date.

     The  amount  of  premiums  that  may be paid  under a  Contract  issued  in
connection  with a  Qualified  Plan are  subject  to  limitations  that may vary
depending on the type of Qualified Plan. In addition,  early  distributions from
most  Qualified  Plans  may be  subject  to  penalty  taxes,  or in the  case of
distributions of amounts  contributed under salary reduction  agreements,  could
cause the Qualified Plan to be  disqualified.  Furthermore,  distributions  from
most Qualified Plans are subject to certain minimum  distribution rules. Failure
to comply with these rules could  result in  disqualification  of the  Qualified
Plan or  subject  the  Annuitant  to penalty  taxes.  As a result,  the  minimum
distribution  rules could limit the  availability  of certain Annuity Options to
Contract Owners and their Beneficiaries.
   
     Below are brief  descriptions  of  various  types of  qualified  retirement
programs and the use of the Contracts in connection therewith.  Unless otherwise
indicated  in the context of the  description,  these  descriptions  reflect the
assumption  that the Contract Owner is a participant in the retirement  program.
For Employee Benefit Plans that are defined benefit plans, a Contract  generally
would be purchased by a Participant, but owned by the plan itself.
    
403(B) PROGRAMS

     Premiums paid pursuant to a 403(b) Program are  excludable  from a Contract
Owner's gross income if they do not exceed the smallest of the limits calculated
under Sections 402(g),  403(b)(2), and 415 of the Internal Revenue Code. Section
402(g) generally limits a Contract Owner's salary reduction premiums to a 403(b)
Program to $9,500 a year.  The $9,500  limit may be reduced by salary  reduction
premiums to another type of retirement  plan. A Contract  Owner with at least 15
years of service for a "qualified employer" (i.e., an educational  organization,
hospital,  home health service agency, health and welfare service agency, church
or convention or association of churches)  generally may exceed the $9,500 limit
by $3,000 per year, subject to an aggregate limit of $15,000 for all years.

     Section 403(b)(2)  provides an overall limit on employer and Contract Owner
salary  reduction  premiums  that  may be  made  to a  403(b)  Program.  Section
403(b)(2)  generally  provides  that the  maximum  amount of premiums a Contract
Owner may  exclude  from his gross  income in any  taxable  year is equal to the
excess, if any, of:

     (a) the amount determined by multiplying 20% of his includable compensation
by the number of his years of service with his employer, over

     (b) the total  amount  contributed  to  retirement  plans  sponsored by his
employer,  including the Section 403(b)  Program,  that were excludable from his
gross income in prior years.

Contract  Owners  employed by  "qualified  employers"  may elect to have certain
alternative limitations apply.

     Section 415(c) also provides an overall limit on the amount of employer and
Contract Owner's salary reduction premiums to a Section 403(b) Program that will
be  excludable  from an  employee's  gross  income in a given year.  The Section
415(c)  limit is the lesser of (a) $30,000,  or (b) 25% of the Contract  Owner's
annual  compensation  (reduced  by his salary  reduction  premiums to the 403(b)
Program  and  certain  other  employee  plans).  This limit will be reduced if a
Contract Owner also  participates  in an Employee  Benefit Plan  maintained by a
business that he or she controls.
   
     The  limits  described  above do not apply to  amounts  "rolled  over" from
another  Section  403(b)  Program.  A Contract  Owner who  receives an "eligible
rollover  distribution"  will be  permitted  either to roll over such  amount to
another  Section 403(b) Program or an IRA within 60 days of receipt or to make a
direct rollover to another Section 403(b) Program or an IRA without  recognition
of income.  An "eligible  rollover  distribution"  means any  distribution  to a
Contract Owner of all or any taxable  portion of the balance of his credit under
a Section  403(b)  Program,  other than a  required  minimum  distribution  to a
Contract Owner who has reached age 70 1/2 and excluding any  distribution  which
is one of a  series  of  substantially  equal  payments  made  (1) over the life
expectancy  of the Contract  Owner or the joint life  expectancy of the Contract
Owner and his  beneficiary  or (2) over a specified  period of 10 years or more.
Provisions  of the Internal  Revenue  Code  require  that 20% of every  eligible
rollover  distribution that is not directly rolled over be withheld by the payor
for federal income taxes.
    
408 PROGRAMS

     Code Sections 219 and 408 permit  eligible  individuals to contribute to an
individual retirement program,  including a Simplified Employee Pension Plan and
an Employer Association  Established  Individual Retirement Account Trust, known
as an Individual  Retirement Account ("IRA").  These IRA accounts are subject to
limitations  on the  amount  that may be  contributed,  the  persons  who may be
eligible, and on the time when distributions may commence. In addition,  certain
distributions  from  some  other  types of  retirement  plans may be placed on a
tax-deferred  basis in an IRA.  Sale of the  Contracts  for use with IRAs may be
subject to special requirements

<PAGE>
                                       

imposed by the Internal  Revenue  Service.  Purchasers of the Contracts for such
purposes will be provided with such supplementary information as may be required
by the Internal Revenue Service or other appropriate  agency,  and will have the
right to revoke the Contract under certain circumstances.

     If an  Owner  of a  Contract  issued  in  connection  with  a  408  Program
surrenders the Contract or makes a partial  withdrawal,  the Contract Owner will
realize  income  taxable at  ordinary  tax rates on the amount  received  to the
extent that amount  exceeds the 408 premiums that were not  excludable  from the
taxable income of the employee when paid.
   
     Premiums  paid to the  individual  retirement  account of a Contract  Owner
under a 408 Program that is described in Section 408(c) of the Internal  Revenue
Code are  subject  to the  limits  on  premiums  paid to  individual  retirement
accounts under Section 219(b) of the Internal Revenue Code. Under Section 219(b)
of the Code,  premiums paid to an individual  retirement  account are limited to
the lesser of $2,000 per year or the Contract Owner's annual  compensation.  For
tax years beginning  after 1996, if a married couple files a joint return,  each
spouse may, in the great majority of cases, make contributions to his or her IRA
up to the $2,000 limit. The extent to which a Contract Owner may deduct premiums
paid in connection with this type of 408 Program depends on his and his spouse's
gross  income  for  the  year  and  whether   either   participate   in  another
employer-sponsored retirement plan.
    
     Premiums  paid  in  connection  with a 408  Program  that  is a  simplified
employee pension plan are subject to limits under Section 402(h) of the Internal
Revenue Code. Section 402(h) currently limits premiums paid in connection with a
simplified  employee  pension  plan to the  lesser  of (a)  15% of the  Contract
Owner's compensation, or (b) $30,000. Premiums paid through salary reduction are
subject to additional annual limits.

EMPLOYEE BENEFIT PLANS

     Code Section 401 permits  business  employers and certain  associations  to
establish various types of retirement plans for employees. Such retirement plans
may permit the purchase of Contracts to provide benefits thereunder.

     If an Owner of a Contract  issued in  connection  with an Employee  Benefit
Plan who is a  participant  in the Plan  receives a lump-sum  distribution,  the
portion  of the  distribution  equal to any  premiums  that were  taxable to the
Contract Owner in the year when paid is generally received tax free. The balance
of the  distribution  will  generally  be treated as  ordinary  income.  Special
five-year forward averaging provisions under Code Section 402 may be utilized on
the amount subject to ordinary income tax treatment,  provided that the Contract
Owner has reached age 59 1/2, has not previously elected forward averaging for a
distribution  from any Employee  Benefit Plan after reaching age 59 1/2, and has
not rolled over a distribution  from the Employee Benefit Plan or a similar plan
into  another  Employee  Benefit  Plan or an  individual  retirement  account or
annuity.  Special  ten-year  averaging  and  a  capital-gains  election  may  be
available to a Contract Owner who reached age 50 before 1986.

     Under an Employee  Benefit Plan under Section 401 of the Code, when annuity
payments commence (as opposed to a lump-sum  distribution),  under Section 72 of
the Code, the portion of each payment attributable to premiums that were taxable
to the  participant in the year made, if any, is excluded from gross income as a
return of the participant's investment. The portion so excluded is determined at
the time the payments commence by dividing the  participant's  investment in the
Contract by the expected return.  The periodic payments in excess of this amount
are taxable as  ordinary  income.  Once the  participant's  investment  has been
recovered,  the full annuity payment will be taxable. If the annuity should stop
before the investment has been received,  the unrecovered  portion is deductible
on the  Annuitant's  final return.  If the Contract  Owner paid no premiums that
were taxable to the Contract  Owner in the year made,  there would be no portion
excludable.

     The  applicable  annual  limits  on  premiums  paid in  connection  with an
Employee  Benefit  Plan depend  upon the type of plan.  Total  premiums  paid on
behalf of a Contract  Owner who is a  participant  to all  defined  contribution
plans maintained by an Employer are limited under Section 415(c) of the Internal
Revenue Code to the lesser of (a) $30,000, or (b) 25% of a participant's  annual
compensation.  Premiums  paid through  salary  reduction  to a  cash-or-deferred
arrangement under a profit sharing plan are subject to additional annual limits.
Premiums paid to a defined benefit pension plan are actuarially determined based
upon the amount of benefits the participant will receive under the plan formula.
The maximum  annual  benefit any  participant  may receive  under an  Employer's
defined  benefit plan is limited  under Section  415(b) of the Internal  Revenue
Code. The limits determined under Section 415(b) and (c) of the Internal Revenue
Code are  further  reduced  for a  participant  who  participates  in a  defined
contribution plan and a defined benefit plan maintained by the same employer.

TAX PENALTY FOR ALL ANNUITY CONTRACTS

     Any  distribution  made to a Contract  Owner who is a  participant  from an
Employee  Benefit Plan or a 408 Program  other than on account of one or more of
the  following  events  will  be  subject  to a 10%  penalty  tax on the  amount
distributed:

   (a) the Contract Owner has attained age 59 1/2;
   (b) the Contract Owner has died; or
   (c) the Contract Owner is disabled.

   
     In  addition,  a  distribution  from an Employee  Benefit  Plan will not be
subject to a 10% excise tax on the amount  distributed  if the Contract Owner is
55 and has separated from service.  Distributions  received at least annually as
part of a series of substantially  equal periodic  payments made for the life of
the Participant  will not be subject to an excise tax.  Certain amounts paid for
medical care also may not be subject to an excise tax.
    

<PAGE>
                                       

WITHHOLDING FOR EMPLOYEE BENEFIT PLANS AND
   TAX-DEFERRED ANNUITIES

     Distributions  from an  Employee  Benefit  Plan to an  employee,  surviving
spouse,  or former spouse who is an alternate  payee under a qualified  domestic
relations order, in the form a lump-sum  settlement or periodic annuity payments
for a fixed  period of fewer  than 10 years are  subject  to  mandatory  federal
income tax withholding of 20% of the taxable amount of the distribution,  unless
the distributee directs the transfer of such amounts to another Employee Benefit
Plan or to an Individual  Retirement Account under Code Section 408. The taxable
amount is the amount of the distribution, less the amount allocable to after-tax
premiums.

     All  other  types of  distributions  from  Employee  Benefit  Plans and all
distributions from Individual Retirement Accounts, are subject to federal income
tax withholding on the taxable amount unless the distributee  elects not to have
the withholding apply. The amount withheld is based on the type of distribution.
Federal tax will be withheld from annuity  payments (other than those subject to
mandatory 20% withholding) pursuant to the recipient's withholding  certificate.
If no  withholding  certificate  is filed with AUL,  tax will be withheld on the
basis that the payee is married with three  withholding  exemptions.  Tax on all
surrenders and lump-sum  distributions from Individual  Retirement Accounts will
be withheld at a flat 10% rate.

     Withholding on annuity payments and other  distributions  from the Contract
will be made in accordance with regulations of the Internal Revenue Service.

                             INDEPENDENT ACCOUNTANTS

     Coopers  &  Lybrand  L.L.P.,  independent  accountants,   performs  certain
accounting and auditing  services for AUL and performs the same services for the
Variable  Account.  The AUL financial  statements  included in this Statement of
Additional  Information  have been  audited to the  extent  and for the  periods
indicated in their report thereon. As independent accountants, Coopers & Lybrand
L.L.P.  audits  the  financial  statements  of  AUL  and  reviews  its  internal
accounting controls, and performs the same services for the Variable Account.

                             PERFORMANCE INFORMATION

     Performance  information  for  the  Investment  Accounts  is  shown  in the
prospectus  under   "Performance  of  the  Investment   Accounts."   Performance
information for the Investment  Accounts may also appear in promotional  reports
and literature to current or prospective Contract Owners in the manner described
in this section.  Performance  information in promotional reports and literature
may include the yield and effective yield of the Investment Account investing in
the AUL American Money Market Portfolio ("Money Market Investment Account"), the
yield of the remaining Investment Accounts,  the average annual total return and
the total return of all Investment Accounts.

     Current yield for the Money Market Investment  Account will be based on the
change in the value of a hypothetical  investment (exclusive of capital changes)
over  a  particular  7-day  period,  less a pro  rata  share  of the  Investment
Account's expenses accrued over that period (the "base period"), and stated as a
percentage  of the  investment at the start of the base period (the "base period
return").  The base period return is then  annualized by  multiplying  by 365/7,
with the resulting  yield figures  carried to at least the nearest  hundredth of
one percent.

     Calculation of "effective  yield" begins with the same "base period return"
used in the  calculation  of yield,  which is then  annualized to reflect weekly
compounding pursuant to the following formula:

Effective Yield  =  [(Base Period Return + 1)**365/7] - 1

Quotations of yield for the remaining  Investment  Accounts will be based on all
investment  income per  Accumulation  Unit  earned  during a  particular  30-day
period, less expenses accrued during the period ("net investment  income"),  and
will  be  computed  by  dividing  net  investment  income  by the  value  of the
Accumulation  Unit on the last day of the  period,  according  to the  following
formula:

YIELD =  2[(a-b/cd + 1)**6 - 1]

where a = net  investment  income  earned  during  the  period by the  Portfolio
attributable to shares owned by the Investment Account

     b = expenses accrued for the period (net of reimbursements),

     c = the average daily number of Accumulation  Units outstanding  during the
period that were entitled to receive dividends, and

     d = the value (maximum  offering period) per Accumulation  Unit on the last
day of the period.

     Quotations of average annual total return for any  Investment  Account will
be  expressed  in terms of the  average  annual  compounded  rate of return of a
hypothetical  investment in a Contract over a period of one, five, and ten years
(or, if less, up to the life of the Investment Account),  calculated pursuant to
the  following  formula:  P(1 + T)**n = ERV  (where P = a  hypothetical  initial
payment of $1,000, T = the average annual total return, n = the number of years,
and ERV = the ending  redeemable value of a hypothetical  $1,000 payment made at
the  beginning of the period).  Hypothetical  quotations of average total return
may also be shown for an Investment Account

<PAGE>
                                       

for periods prior to the time that the Investment  Account commenced  operations
based upon the performance of the mutual fund portfolio in which that Investment
Account invests,  as adjusted for applicable  charges.  All total return figures
reflect the deduction of the applicable  withdrawal  charge,  the administrative
charge,  and the mortality and expense risk charge.  Quotations of total return,
actual  and  hypothetical,  may  simultaneously  be shown  that do not take into
account  certain  contractual  charges  such as the  withdrawal  charge  and the
administrative  charge and  quotations of total return may reflect other periods
of time.
   
     The average annual return that the Investment Accounts achieved for the one
year,  three year, five year, and the lesser of ten years or since inception for
the periods ending December 31, 1996 under a Flexible Premium Contract and a One
Year Flexible  Premium  Contract  (assuming the withdrawal  charge is taken into
account in computing the ending  redeemable  value) and all Contracts  (assuming
the  withdrawal  charge  is not taken  into  account  in  computing  the  ending
redeemable value) may be found in the Prospectus.
    
     Performance  information  for an  Investment  Account may be  compared,  in
promotional reports and literature,  to: (i) the Standard & Poor's 500 Composite
Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"),  Donoghue Money Market
Institutional Averages, or other indices that measure performance of a pertinent
group of  securities  so that  investors  may  compare an  Investment  Account's
results  with those of a group of  securities  widely  regarded by  investors as
representative  of the  securities  markets in  general;  (ii)  other  groups of
variable  annuity  separate  accounts or other  investment  products  tracked by
Lipper Analytical  Services, a widely used independent research firm which ranks
mutual funds and other investment companies by overall  performance,  investment
objectives, and assets, or tracked by other services,  companies,  publications,
or persons who rank such  investment  companies on overall  performance or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an investment in the  Contract.  Unmanaged  indices
may assume the reinvestment of dividends but generally do not reflect deductions
for administrative and management costs and expenses.

     Performance  information  for any  Investment  Account  reflects  only  the
performance of a hypothetical  Contract under which an Owner's Contract Value is
allocated to an Investment  Account during a particular time period on which the
calculations are based. Performance information should be considered in light of
the investment objectives and policies, characteristics and quality of the Funds
in which the Investment  Account invests,  and the market  conditions during the
given time period,  and should not be considered as a representation of what may
be achieved in the future.

     Promotional  reports and  literature  may also  contain  other  information
including  (i) the ranking of any  Investment  Account  derived from rankings of
variable  annuity  separate  accounts or other  investment  products  tracked by
Lipper Analytical Services or by other rating services, companies, publications,
or other  persons who rank  separate  accounts or other  investment  products on
overall  performance  or  other  criteria;   (ii)  the  effect  of  tax-deferred
compounding  on an  Investment  Account's  investment  returns,  or  returns  in
general,  which may  include a  comparison,  at various  points in time,  of the
return  from  an  investment  in  a  Contract  (or  returns  in  general)  on  a
tax-deferred  basis;  (assuming  one or more tax  rates)  with the  return  on a
taxable basis; and (iii) AUL's rating or a rating of AUL's claim-paying  ability
by firms that analyze and rate insurance companies and by nationally  recognized
statistical rating organizations.

<PAGE>
                                       

                              FINANCIAL STATEMENTS

     The financial  statements of AUL,  which are included in this  Statement of
Additional  Information,  should be considered only as bearing on the ability of
AUL to meet its obligations  under the Contracts.  They should not be considered
as bearing on the  investment  performance  of the assets  held in the  Variable
Account.

                        REPORT OF INDEPENDENT ACCOUNTANTS

   
To the Board of Directors
American United Life Insurance Company
Indianapolis, Indiana

We have audited the accompanying  combined balance sheet of American United Life
Insurance  Company(R)  and  affiliates as of December 31, 1996 and 1995, and the
related combined statements of operations,  policyowners' surplus and cash flows
for the years then ended.  These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion,  the combined  financial  statements  referred to above  present
fairly, in all material respects, the financial position of American United Life
Insurance  Company(R)  and  affiliates as of December 31, 1996 and 1995, and the
results  of their  operations  and their  cash flows for the years then ended in
conformity with generally accepted accounting principles.

As discussed in Note I to the combined financial statements, the Company adopted
Statement of Financial  Accounting  Standards  No. 120 (SFAS 120) and  Financial
Accounting  Standards  Board  Interpretation  No.  40 (FIN  40)  which  required
implementation of several accounting  pronouncements not previously adopted. The
effects  of  adopting  SFAS  120 and FIN 40 were  retroactively  applied  to the
Company's   previously   issued  financial   statements,   consistent  with  the
implementation guidance of those standards.

The Company previously issued financial statements for 1995 which were presented
in  accordance  with  accounting  principles  prescribed  or  permitted  by  the
Insurance Department of the State of Indiana and which were considered generally
accepted  accounting   principles  for  mutual  life  insurance  companies.   We
previously  issued  our  report  dated  February  19,  1996,  on such  financial
statements.
                                       /s/ Coopers & Lybrand L.L.P.

                                           Indianapolis, Indiana
                                           February 19, 1997



<PAGE>
                                       

                             COMBINED BALANCE SHEET
<TABLE>
<S>                                             <C>                  <C>    
                  
 December 31,1996, and l995                         1996 (in millions)   1995
- -----------------------------------------------------------------------------
 Assets
  Investments:
    Fixed Maturities:
      Available for sale at fair value          $1,593.4             $1,628.8
      Held to maturity at amortized cost         3,013.6              2,982.4
    Equity securities at fair value                 15.2                 19.0
    Mortgage loans                               1,114.6              1,124.7
    Real estate                                     52.3                 54.5
    Policy loans                                   143.5                141.6
    Short term and other invested assets            43.8                 69.0
    Cash and cash equivalents                       20.2                 10.9
- -----------------------------------------------------------------------------
      Total investments                          5,996.6              6,030.9
- -----------------------------------------------------------------------------
    Accrued investment income                       82.1                 86.0
    Reinsurance receivables                        209.5                191.2
    Deferred acquisition costs                     348.2                310.2
    Property and equipment                          54.0                 47.3
    Insurance premiums in course of collection      47.5                 31.2
    Other assets                                    35.7                 26.9
    Assets held in separate accounts             1,078.7                603.9
- -----------------------------------------------------------------------------
      Total assets                              $7,852.3             $7,327.6
- -----------------------------------------------------------------------------
   Liabilities and policyowners' surplus 
   Liabilities                              
     Policy reserves                            $5,688.6             $5,755.8
     Other policyowner funds                       176.2                171.7
     Pending policyowner claims                    137.6                130.4
     Surplus notes                                  75.0                  ---
     Other liabilities and accrued expenses        123.4                116.9
     Liabilities related to separate accounts    1,078.7                603.9
- -----------------------------------------------------------------------------
     Total liabilities                           7,279.5              6,778.7
- -----------------------------------------------------------------------------
   Unrealized appreciation of securities,
    net of deferred income tax                      19.0                 47.2
   Policyowners' surplus                            553.8                501.7
- -----------------------------------------------------------------------------
     Total policyowners' surplus                   572.8                548.9
- -----------------------------------------------------------------------------
     Total liabilities and policyowners' surplus$7,852.3             $7,327.6
- -----------------------------------------------------------------------------

</TABLE>

<PAGE>
                                       
<TABLE>
<S>                                             <C>                  <C>    
                  
COMBINED STATEMENT OF OPERATIONS

 for years ended December 31,1996, and l995         1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Revenues:
    Insurance premiums and other considerations $  401.1             $  390.0
    Policy and contract charges                     46.5                 39.8
    Net investment income                          471.8                478.9
    Realized investment gains                        6.6                  8.2
    Other income                                     3.8                   .1
- -----------------------------------------------------------------------------
      Total revenues                               929.8                917.0
- -----------------------------------------------------------------------------
   Benefits and expenses:               
     Policy benefits                            $  381.4             $  346.7
     Interest expense on annuities 
       and financial products                      261.6                283.1
     Underwriting, acquisition and insurance
       expenses                                    110.2                100.3
     Amortization                                   49.8                 41.2
     Dividends to policyowners                      26.3                 24.7
     Interest expense on surplus notes               5.1                 ----
     Other operating expenses                        8.9                 42.7
- -----------------------------------------------------------------------------
     Total benefits and expenses                   843.3                838.7
- -----------------------------------------------------------------------------
   Income before income tax expense                 86.5                 78.3
   Income tax expense                               34.4                 32.7
- -----------------------------------------------------------------------------
     Net income                                   $ 52.1               $ 45.6
- -----------------------------------------------------------------------------

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


COMBINED STATEMENT OF POLICYOWNERS' SURPLUS


Policyowners' surplus at beginning of year        $548.9               $430.7
Net income                                          52.1                 45.6
Unrealized appreciation 
(depreciation) of securities, net                  (28.2)                72.6
- -----------------------------------------------------------------------------
Policyowners' surplus at end of year              $572.8               $548.9
- -----------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.


</TABLE>
<PAGE>
                                       


COMBINED STATEMENT OF CASH FLOWS


<TABLE>
<S>                                             <C>                  <C>    
 

 for years ended December 31,1996, and l995         1996 (in millions)   1995
- -----------------------------------------------------------------------------
Cash flows from operating activities:
- ------------------------------------------------------------------------------
Net Income                                      $   52.1             $   45.6

Adjustments to reconcile net income to net cash 
  provided by operating activities:              
Amortization                                        49.8                 41.2
Depreciation                                         9.2                  8.6
Deferred  taxes                                      1.8                  7.0
Realized  investment  gains                         (6.6)                (8.2)
Policy acquisition  costs                          (69.3)               (61.2)
Interest  credited to deposit  liabilities         254.7                274.2
Fees  charged to deposit  liabilities              (19.8)               (19.5)
Amortization  of investment  income                 (6.2)               (10.9)
Increase in insurance liabilities                   93.9                110.5
Increase in assets                                 (44.4)               (72.1)
Increase in liabilities                             19.6                 14.7
- ------------------------------------------------------------------------------
Net cash provided by operating activities          334.8                329.9
- ------------------------------------------------------------------------------
Cash flows from investing activities:
  Purchases:
Fixed maturities, Held to Maturity                (194.4)              (390.1)
Fixed maturities, Available for Sale              (477.7)              (234.9)
Equity securities                                  (24.7)                (1.1)
Mortgage loans                                    (169.1)              (159.9)
Real estate                                         (3.9)                (2.2)
Short term and other invested assets                (2.6)                 (.4)

  Proceeds from sales, calls or maturities:
Fixed maturities, Held to Maturity                 158.8                290.1
Fixed maturities, Available for Sale               466.4                145.7
Equity securities                                   28.7                 14.7
Mortgage loans                                     175.0                115.7
Real estate                                          3.1                  3.4
Short term and other invested assets                27.6                  4.6
- -----------------------------------------------------------------------------
Net cash used by investing activities              (12.8)              (214.4)
- -----------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of surplus notes             75.0                 ---
Deposits to insurance liabilities                  595.2                471.7
Withdrawals from insurance liabilities            (984.6)              (587.8)
Policyowner dividends                                3.6                   .7
Increase in policy loans                            (1.9)                (3.6)
- ------------------------------------------------------------------------------
Net cash used by financing activities             (312.7)              (119.0)
- ------------------------------------------------------------------------------
Net increase (decrease) in cash 
   and cash equivalents                              9.3                 (3.5)
- ------------------------------------------------------------------------------
Cash and cash equivalents beginning of year         10.9                 14.4
- ------------------------------------------------------------------------------
Cash and cash equivalents end of year           $   20.2             $   10.9     
- ------------------------------------------------------------------------------

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

</TABLE>

<PAGE>
                                       


NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
American United Life Insurance Company(R) (AUL) is an  Indiana-domiciled  mutual
life insurance company with headquarters in Indianapolis.  AUL is licensed to do
business in 47 states and the District of Columbia.  AUL offers  individual life
insurance  and  annuities,  group  life and  disability  insurance  and  pension
products  through  career agents  working in a  distribution  network of general
agency offices.  AUL also offers  reinsurance  services.  The combined financial
statements include the accounts of the Company and its affiliate, The State Life
Insurance Company (State Life). Significant intercompany  transactions have been
excluded.

The  accompanying  financial  statements  have been prepared in accordance  with
generally  accepted  accounting  principles  (GAAP).  As of January 1, 1996, AUL
adopted  Financial   Accounting   Standards  Board  (FASB)  Statement  No.  120,
Accounting and Reporting by Mutual Life Insurance  Enterprises  and by Insurance
Enterprises for Certain  Long-Duration  Participating  Contracts,  and Financial
Accounting  Standards Board  Interpretation  No. 40 (FIN40),  'Applicability  of
Generally  Accepted  Accounting  Principles  for Mutual Life Insurance and Other
Enterprises.'  SFAS120 requires financial statements prepared in accordance with
generally accepted accounting  principles to apply all applicable  authoritative
GAAP  pronouncements.  The cumulative  effect of applying SFAS No. 120 primarily
consists of the initial  deferral of acquisition  costs,  the  establishment  of
deferred  taxes,  the  change  in  methodology  for  insurance   reserves,   the
elimination  of  the  statutory  asset  valuation  reserve  and  the  effect  of
classifying certain fixed maturity investments as available for sale. The effect
of the  changes  has been  reported  retroactively  through  restatement  of the
financial  information  as of January 1, 1994. As a result of restating the 1995
financial  statements,  combined net income was increased by $1.4  million,  and
combined policyowners' surplus increased $239.8 million.

AUL also files financial statements with insurance regulatory  authorities which
are  prepared  on  the  basis  of  statutory   accounting  practices  which  are
significantly  different from financial  statements  prepared in accordance with
GAAP.  These  differences  are  described  in  detail  in  Note  9  -  Statutory
Information.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements,  and the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

INVESTMENTS
Fixed maturity securities which may be sold to meet liquidity and other needs of
the Company are  categorized as available for sale and are stated at fair value.
Fixed maturity  securities which the Company has the positive intent and ability
to hold to  maturity  are  categorized  as  held-to-maturity  and are  stated at
amortized cost.  Equity  securities are stated at fair value.  Mortgage loans on
real estate are  carried at  amortized  cost less an  impairment  allowance  for
estimated uncollectible amounts. Real estate is reported at cost less allowances
for  depreciation.  Depreciation is provided  (straight line) over the estimated
useful lives of the related assets. Investment real estate is net of accumulated
depreciation  of $28.8  million and $28.3 million at December 31, 1996 and 1995,
respectively.  Depreciation  expense for investment real estate amounted to $2.4
million  and $2.6  million  for 1996 and 1995,  respectively.  Policy  loans are
carried at their unpaid balance. Other invested assets are reported at cost plus
the Company's equity in undistributed net equity since  acquisition.  Short term
investments  include  investments  with  maturities  of one-year or less and are
carried at cost which  approximates  market.  Short term certificates of deposit
and savings  certificates  are considered to be cash  equivalents.  The carrying
amount for cash and cash equivalents approximates market.

Realized  gains and losses on sale or  maturity  of  investments  are based upon
specific  identification  of the  investments  sold and do not  include  amounts
allocable to separate accounts.  At the time a decline in value of an investment
is determined to be other than temporary, a provision for loss is recorded which
is included  in  realized  investment  gains and  losses.  Unrealized  gains and
losses, resulting from carrying available-for-sale securities at fair value, are
reported in policyowners' surplus, net of deferred income taxes.

DEFERRED POLICY ACQUISITION COSTS
Those costs of acquiring new business, which vary with and are primarily related
to the  production of new  business,  have been deferred to the extent that such
costs are deemed recoverable.  Such costs include commissions,  certain costs of
policy underwriting and issue and certain variable agency expenses.  These costs
are amortized with interest as follows:

For participating whole life insurance products,  over the lesser of 30 years or
the lifetime of the policy in relation to the present  value of estimated  gross
margins from expenses, investments and mortality,  discounted using the expected
investment yield.

For universal  life-type policies and investment  contracts,  over the lesser of
the  lifetime of the policy or 30 years for life  policies or 20 years for other
policies in  relation  to the present  value of  estimated  gross  profits  from
surrender  charges and  investment,  mortality and expense  margins,  discounted
using the interest rate credited to the policy.

For term life insurance products and life reinsurance policies,  over the lesser
of the benefit period or 30 years for term life or 20 years for life reinsurance
policies in relation to the ratio of anticipated  annual premium  revenue to the
anticipated   total  premium  revenue,   using  the  same  assumptions  used  in
calculating policy benefits.


<PAGE>
                                       

NOTES TO FINANCIAL STATEMENTS (continued)

For miscellaneous group life and individual and group health policies,  straight
line over the expected life of the policy.

For  credit  insurance  policies,  the  deferred  acquisition  cost  balance  is
primarily  equal to the  unearned  premium  reserve  multiplied  by the ratio of
deferrable commissions to premiums written.

Recoverability of the unamortized  balance of deferred policy  acquisition costs
is evaluated regularly. For universal life-type contracts,  investment contracts
and participating whole life policies, the accumulated  amortization is adjusted
(increased or decreased)  whenever  there is a material  change in the estimated
gross profits or gross margins  expected over the life of a block of business in
order to maintain a constant  relationship  between cumulative  amortization and
the present value of gross profits or gross margins.  For most other  contracts,
the  unamortized  asset  balance is reduced by a charge to income  only when the
present  value of future  cash  flows,  net of the  policy  liabilities,  is not
sufficient to cover such asset balance.

ASSETS HELD IN SEPARATE ACCOUNTS
Separate  accounts  are  funds on which  investment  income  and gains or losses
accrue directly to certain  policyholders,  primarily variable annuity contracts
and equity-based  pension and profit sharing plans. The assets of these accounts
are legally  segregated,  and are valued at fair value. The related  liabilities
are recorded at amounts equal to the underlying  assets; the fair value of these
liabilities is equal to their carrying amount.

PROPERTY AND EQUIPMENT
Property and  equipment  includes real estate owned and occupied by the Company.
Property and equipment is carried at cost,  net of accumulated  depreciation  of
$35.9 million and $30.1 million as of December 31, 1996 and 1995,  respectively.
The Company  provides  for  depreciation  of property  and  equipment  using the
straight-line  method over its estimated useful life.  Depreciation  expense for
1996 and 1995 was $6.8 million and $6.0 million, respectively.

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS
The premiums and benefits for whole life and term insurance products and certain
annuities  with  life   contingencies   (immediate   annuities)  are  fixed  and
guaranteed.  Such  premiums are  recognized as premium  revenue when due.  Group
insurance  premiums are  recognized  as premium  revenue over the time period to
which the premiums  relate.  Benefits and  expenses are  associated  with earned
premiums  so as to  result  in  recognition  of  profits  over  the  life of the
contracts.  This  association  is  accomplished  by means of the  provision  for
liabilities for future policy  benefits and the  amortization of deferred policy
acquisition costs.

Universal  life policies and  investment  contracts are policies with terms that
are not fixed and guaranteed. The terms that may be changed could include one or
more of the amounts assessed the policyholder, premiums paid by the policyholder
or  interest  accrued to  policyholder  balances.  The  amounts  collected  from
policyholders  for  these  policies  are  considered  deposits,   and  only  the
deductions during the period for cost of insurance,  policy  administration  and
surrenders are included in revenue.  Policy benefits and claims that are charged
to expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.

RESERVES FOR FUTURE POLICY AND CONTRACT BENEFITS
Liabilities for future policy benefits for participating whole life policies are
calculated using the net level premium method and assumptions as to interest and
mortality.  The  interest  rate  is the  dividend  fund  interest  rate  and the
mortality rates are those guaranteed in the calculation of cash surrender values
described in the contract.  Liabilities for future policy benefits for term life
insurance  and life  reinsurance  policies  are  calculated  using the net level
premium  method  and  assumptions  as  to  investment   yields,   mortality  and
withdrawals.  The  assumptions  are based on projections of past  experience and
include  provisions for possible  unfavorable  deviation.  These assumptions are
made at the time the contract is issued.  Liabilities for future policy benefits
on universal life and investment contracts consist principally of policy account
values plus  certain  deferred  policy fees which are  amortized  using the same
assumptions and factors used to amortize the cost of policies  produced.  If the
future benefits on investment contracts are guaranteed (immediate annuities with
benefits paid for a period  certain) the  liability  for future  benefits is the
present value of such guaranteed benefits.  Claim liabilities include provisions
for reported  claims and estimates  based on historical  experience,  for claims
incurred but not reported.

INCOME TAXES 
The provision for income taxes includes amounts  currently  payable and deferred
income  taxes  resulting  from  the  temporary  differences  in the  assets  and
liabilities determined on a tax and financial reporting basis.

<PAGE>
                                      

NOTES TO FINANCIAL STATEMENTS (continued)

2. Investments:
The amortized cost and fair value of investments in fixed maturity securities by
type of investment were as follows:

<TABLE>
<S>                                                  <C>            <C>             <C>            <C>   
                                                                             December 31, 1996                  
- ------------------------------------------------------------------------------------------------------------------
                                                                       Gross          Gross          Estimated
                                                       Amortized     Unrealized    Unrealized          Market
                                                          Cost          Gains         Losses           Value
- ----------------------------------------------------------------------------------------------------------------- 
  Available for sale:                                                    (in millions)
  Obligations of U.S. government, states, 
     political subdivisions and foreign governments  $   85.2       $   1.9         $  1.3         $    85.8
  Corporate securities                                1,000.0          33.9            7.0           1,026.9
  Mortgage-backed securities                            463.0          19.1            1.4             480.7
- -----------------------------------------------------------------------------------------------------------------
                                                     $1,548.2       $  54.9         $  9.7         $ 1,593.4
- -----------------------------------------------------------------------------------------------------------------

Held to maturity:
Obligations of U.S. government, states,
    political subdivisions and foreign governments  $  132.0        $   5.5         $  1.1         $   136.4
Corporate securities                                 1,891.1          100.1           14.0           1,977.2
Mortgaged-backed securities                            990.5           44.9            4.4           1,031.0
- -----------------------------------------------------------------------------------------------------------------
                                                    $3,013.6        $ 150.5         $ 19.5         $ 3,144.6






                                                                             December 31, 1995                  
- ------------------------------------------------------------------------------------------------------------------
                                                                       Gross          Gross          Estimated
                                                       Amortized     Unrealized    Unrealized          Market
                                                          Cost          Gains         Losses           Value
- ----------------------------------------------------------------------------------------------------------------- 
  Available for sale:                                                    (in millions)
  Obligations of U.S. government, states,
     political subdivisions and foreign governments  $   50.7       $   3.7         $   .1         $    54.3
  Corporate securities                                  925.3          63.5            2.0             986.8
  Mortgage-backed securities                            543.2          44.7             .2             587.7
- -----------------------------------------------------------------------------------------------------------------
                                                     $1,519.2       $ 111.9         $  2.3         $ 1,628.8
- -----------------------------------------------------------------------------------------------------------------

Held to maturity:
Obligations of U.S. government, states,
    political subdivisions and foreign governments  $  135.0        $  10.7         $   .3         $   145.4
Corporate securities                                 1,817.7          174.8            1.5           1,991.0
Mortgaged-backed securities                          1,029.7           89.7             .2           1,119.2
- -----------------------------------------------------------------------------------------------------------------
                                                    $2,982.4        $ 275.2         $  2.0         $ 3,255.6

</TABLE>

<PAGE>
                                      


NOTES TO FINANCIAL STATEMENTS (continued)

The amortized costs and fair value of fixed maturity  securities at December 31,
1996, by contractual average 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.

<TABLE>
<S>                                      <C>           <C>                <C>        <C>             <C>          <C>        

                                              Available for Sale             Held to Maturity                 Total     
                                            Amortized        Fair         Amortized       Fair       Amortized       Fair
 (in millions)                                Cost          Value            Cost        Value          Costs        Value
- -----------------------------------------------------------------------------------------------------------------------------
Due in one year or less                   $   85.1     $    85.7          $   62.7   $   63.4        $  147.8     $   149.1
Due after one year through five years        369.2         370.8             704.0      727.6         1,073.2       1,098.4
Due after five years through ten years       363.0         376.7             800.8      841.8         1,163.8       1,218.5 
Due after ten years                          267.9         279.5             455.6      480.8           723.5         760.3
- -----------------------------------------------------------------------------------------------------------------------------
                                           1,085.2       1,112.7           2,023.1    2,113.6         3,108.3       3,226.3 
Mortgage-backed securities                   463.0         480.7             990.5    1,031.0         1,453.5       1,511.7     
- -----------------------------------------------------------------------------------------------------------------------------
                                          $1,548.2     $ 1,593.4          $3,013.6   $3,144.6       $ 4,561.8     $ 4,738.0
=============================================================================================================================

</TABLE>



Net investment income consistent of the following:


<TABLE>
<S>                                             <C>                  <C>    
                  
 December 31,1996,and l995                          1996 (in millions)   1995
- -----------------------------------------------------------------------------
    Fixed maturity securities                    $  364.0             $  369.4
    Equity securities                                2.0                  2.9
    Mortgage loans                                 104.4                104.4
    Real estate                                     10.8                 10.7
    Policy loans                                     9.0                  9.2
    Other                                            6.1                  4.5
- -----------------------------------------------------------------------------
    Gross investment income                        496.3                501.1
    Investment expenses                             24.5                 22.2
- -----------------------------------------------------------------------------
    Net investment income                      $   471.8             $  478.9
- -----------------------------------------------------------------------------
</TABLE>

Net realized  investment gains and losses include write downs and changes in the
reserve for losses on mortgage loans and  foreclosed  real estate of $.5 million
and $1.5  million  for 1996 and 1995,  respectively.  Proceeds  from the  sales,
maturities or calls of investments in fixed maturities during 1996 and 1995 were
approximately  $609.0 million and $435.8 million,  respectively.  Gross gains of
$12.0  million  and $9.1  million,  and gross  losses of $6.9  million  and $2.9
million were realized in 1996 and 1995, respectively.  The changes in unrealized
appreciation  (depreciation)  of  fixed  maturities  amounted  to  approximately
$(64.3) million and $156.5 million in 1996 and 1995, respectively.

At December  31, 1996,  the  unrealized  appreciation  on equity  securities  of
approximately  $1.4 million is comprised of $3.0 million in unrealized gains and
$1.6  million  of  unrealized   losses  and  has  been  reflected   directly  in
policyowners' surplus. The change in the unrealized appreciation  (depreciation)
of equity securities  amounted to approximately  $(1.1) million and $1.2 million
in 1996 and 1995, respectively.

The Company  maintains a  diversified  mortgage  loan  portfolio  and  exercises
internal limits on concentrations of loans by geographic area, industry, use and
individual  mortgagor.  Mortgage  loans on  various  properties  in nine  states
(California,   Florida,  North  Carolina,  Indiana,  Texas,  Illinois,  Georgia,
Kentucky  and  Ohio)  account  for  approximately  62% of the fair  value of the
mortgage loan  portfolio.  Approximately  $163.9  million of mortgage loans have
been issued on 67 geographically diversified properties of 8 large retailers.



<PAGE>
                                      

NOTES TO FINANCIAL STATEMENTS (continued)


The Company has outstanding  mortgage loan  commitments at December 31, 1996, of
approximately $67.9 million.

As of December 31, 1996,  the carrying  value of  investments  that  produced no
income for the previous twelve month period was $9.7 million.

3.  Insurance Liabilities:
At December 31, 1996 and 1995, insurance liabilities consisted of the following:

<TABLE>

<S>                                         <C>                  <C>                 <C>             <C>          <C>        

                                                                                                           (in millions)
- -------------------------------------------------------------------------------------------------------------------------------
                                                                Mortality            Interest                              
                                               Withdrawal     or morbidity            rate                             
                                               assumption       assumption           assumption        1996         1995  
- -------------------------------------------------------------------------------------------------------------------------------
Future policy benefits:
  Participating whole life contracts       Company experience    Company experience   2.5% to 6.0%   $  554.9     $   520.0
  Universal life-type contracts                   N/A               N/A               N/A               352.0         334.9
  Other individual life contracts          Company experience    Company experience   6.8% to 10.0%     183.6         160.3 
  Accident and health                             N/A               N/A               N/A                43.7          43.3
  Annuity products                                N/A               N/A               N/A             4,397.1       4,546.8
  Group life and health                           N/A               N/A               N/A               157.3         150.5
Other policyowner funds                           N/A               N/A               N/A               176.2         171.7 
Pending policy owner claims                       N/A               N/A               N/A               137.6         130.4     
- -------------------------------------------------------------------------------------------------------------------------------
Total insurance liabilities                                                                         $ 6,002.4     $ 6,057.9
=============================================================================================================================== 


</TABLE>

Participating  life  insurance  policies  under  generally  accepted  accounting
principles  represent  approximately  11% and 12% of the total  individual  life
insurance  in force at December 31, 1996 and 1995,  respectively.  Participating
policies represented  approximately 40% of life premium income for both 1996 and
1995. The amount of dividends to be paid is determined  annually by the Board of
Directors.

4. Employees' and Agents' Benefit Plans:

The  Company  has  a  noncontributory  defined  benefit  pension  plan  covering
substantially all employees. Company contributions to the employee plan are made
annually in an amount  between the minimum ERISA required  contribution  and the
maximum  tax-deductible  contribution.  Contributions made to the Plan were $2.4
million in 1996 and $2.2 million in 1995. The net periodic  pension cost was $.6
million  and $1.6  million  for the  year  ended  December  31,  1996 and  1995,
respectively.  This  includes  service  cost of $3.5  million  and $.8  million,
interest  cost of $1.4  million and $1.3  million,  and return on plan assets of
$4.3  million  and $.5 million  for the year ended  December  31, 1996 and 1995,
respectively.


The following  benefit  information for the employees'  defined benefit plan was
determined  by outside  actuaries as of January 1, 1996 and 1995,  respectively,
the most recent actuarial valuation dates.

<TABLE>
<S>                                             <C>                 <C>    

                                                    1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Actuarial present value of accumulated benefits
    for the employees' defined benefit plan:
      Vested                                    $  20.1             $   18.2
      Nonvested                                      .2                   .2
- -----------------------------------------------------------------------------
                                                $  20.3             $   18.4
- -----------------------------------------------------------------------------
  Related net assets available for plan
    benefits                                    $  28.8             $   25.1 
- ------------------------------------------------------------------------------
</TABLE>

The  Company  has a  defined  contribution  plan  covering  employees  who  have
completed one full calendar year of service.  Annual  contributions  are made by
the  Company in amounts  based upon the  Company's  financial  results.  Company
contributions  to the plan  during  1996 and 1995  were  $1.7  million  and $1.2
million, respectively.

<PAGE>
                                       


NOTES TO FINANCIAL STATEMENTS (continued)

The Company has a defined  contribution  pension plan and a 401(k) plan covering
substantially  all of the agents,  except general  agents.  Contributions  of 3%
defined commissions (plus 3% for commissions over the Social Security wage base)
are made to the  pension  plan.  An  additional  contribution  of 3% of  defined
commissions are made to a 401(k) plan. Company contributions  expended for these
plans for 1996 and 1995 were $612,000 and $606,000,  respectively. 

The funds for all plans are held by the Company under deposit administration and
group annuity contracts.

The  Company  also  provides  certain  health care and life  insurance  benefits
(postretirement  benefits) for retired employees and certain agents  (retirees).
Substantially  all employees and agents may become eligible for such benefits if
they reach retirement age while working for the Company.

The net periodic  postretirement  benefit cost was $956,000 and $986,000 for the
year ended December 31, 1996 and 1995, respectfully.  This includes service cost
of $255,000 and $253,000,  interest cost of $645,000 and $688,000,  amortization
of unrecognized loss of $56,000 and $45,000 for the year ended December 31, 1996
and 1995, respectively.


Accrued postretirement benefits as of December 31 were as follows:

<TABLE>
<S>                                             <C>                 <C>   
                                                   1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Accumulated postretirement benefit obligation
    (APBO):
    Retirees and their dependents               $   4.6             $    5.6
    Active employees fully eligible to retire
      and receive benefits                          2.6                  2.4 
    Active employees not fully eligible             2.7                  1.3
    Unrecognized loss                              (1.0)                (1.5)
- -----------------------------------------------------------------------------
  Total APBO                                    $   8.9             $    7.8
- -----------------------------------------------------------------------------

</TABLE>

The  assumed  discount rate  used  in  determining  the  accumulated postretire-
ment  benefit  was 7.25% and the  assumed  health  care cost trend rate was  10%
graded to 6% over 50 years. Compensation rates were assumed  to  increase  6% at
each year end.  The health  coverage  for retirees  and 65 and over is capped in
the year 2000.  The health care cost trend  rate assumption has an effect on the
amounts  reported.  An increase  in the  assumed  health  care cost trend  rates
by one percentage point would increase  the  accumulated  postretirement benefit
obligation as of  December 31, 1996 by $178,000  and  increase  the  accumulated
postretirement benefit cost for 1996 by $77,000.

5.  Federal Income Taxes:

A  reconciliation  of the  income  tax  attributable  to  continuing  operations
computed at U.S. federal  statutory tax rates to the income tax expense included
in the statement of operations follows:

<TABLE>
<S>                                             <C>                 <C>    

  for years ended December 31, 1996 and 1995       1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Income tax computed at statutory tax rate     $  30.3             $   27.4
    Bond discount accrual and investment           (4.0)                (4.0)
    Mutual company differential earnings amount     7.5                  3.4
    Other                                            .6                  5.9
- -----------------------------------------------------------------------------
  Federal income tax                            $  34.4             $   32.7
- -----------------------------------------------------------------------------

</TABLE>

The  components of the provision for income taxes on earnings  included  current
tax  provisions of $32.6  million and $25.7 million for the year ended  December
31, 1996 and 1995,  respectively,  and  deferred tax expense of $1.8 million and
$7.0 million for the year ended December 31, 1996 and 1995, respectively.

<PAGE>
                                       

NOTES TO FINANCIAL STATEMENTS (continued)

Deferred income tax assets (liabilities):
<TABLE>
<S>                                             <C>                 <C>                            
                                                   1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Deferred policy acquisition costs             $(110.9)            $ (104.5)
  Investments                                     (8.1)               (16.6)
  Insurance liabilities                           139.0                132.5
  Unrealized appreciation of securities           (11.2)               (28.6)
  Other                                            (4.9)                 5.5
- -----------------------------------------------------------------------------
  Deferred income tax assets (liabilities)      $   3.9             $  (11.7)
- -----------------------------------------------------------------------------

</TABLE>

Federal  income  taxes paid were $39.0  million  and $18.2  million for 1996 and
1995, respectively.

6.  Reinsurance:

The Company is a party to various reinsurance  contracts under which it receives
premiums as a reinsurer and reimburses the ceding  companies for portions of the
claims  incurred.  At December 31, 1996 and 1995, life  reinsurance  assumed was
approximately 67% and 65%, respectively, of life insurance in force.

The Company cedes that portion of the total risk on an individual life in excess
of $1,000,000.  For accident and health and disability policies, the Company has
established  various  limits of coverage it will retain on any one policy  owner
and cedes the remainder of such coverage.

Certain statistical data with respect to reinsurance follows:

<TABLE>
<S>                                             <C>                 <C>                            

  for years ended December 31, 1996 and 1995       1996 (in millions)   1995
- -----------------------------------------------------------------------------
  Direct statutory premiums                     $ 353.1             $  352.3
  Reinsurance assumed                             214.8                209.7 
  Reinsurance ceded                               109.8                103.8
- -----------------------------------------------------------------------------
  Net premiums                                    458.1                458.2
- -----------------------------------------------------------------------------
  Reinsurance recoveries                        $  73.5             $   77.3
- -----------------------------------------------------------------------------
</TABLE>


The Company  accounts for all  reinsurance  agreements as transfers of risk. If
companies  to which  reinsurance  has been ceded are unable to meet  obligations
under  the  reinsurance  agreements,  the  Company  would  remain  liable.  Five
reinsurers  account for  approximately  64% of the  Company's  December 31, 1996
ceded reserves for life and accident and health insurance. The remainder of such
ceded reserves is spread among numerous reinsurers.

7. Surplus Notes and Lines of Credit:

On February 16, 1996, the Company issued $75 million of Surplus Notes, due March
30, 2026.  Interest is payable  semi-annually on March 30, and September 30 at a
7.75% annual  rate.  Any payment of interest on or principal of the Notes may be
made only with the prior approval of the Commissioner of the Indiana  Department
of Insurance.  The Surplus Notes may not be redeemed at the option of AUL or any
holder of the Surplus  Notes.  Interest paid during 1996 was $3.6  million.  The
Company has available a $125 million committed credit facility.  No amounts have
been drawn as of December 31, 1996.

8. Commitments and Contingencies:

Various  lawsuits have arisen in the ordinary course of the Company's  business.
In each of the matters,  the Company  believes the ultimate  resolution  of such
litigation  will not result in any  material  adverse  impact to  operations  or
financial condition of the Company.

<PAGE>
                                       

NOTES TO FINANCIAL STATEMENTS (continued)

9. Statutory Information:

The  Company  and  its affiliate, State Life, prepare statutory financial state-
ments in accordance with accounting principles and practices  prescribed or per-
mitted  by  the  Indiana  Department of Insurance.   Prescribed   statutory  ac-
counting  practices (SAP) currently  include state laws, regulations and general
administrative rules applicable to all insurance enterprises domiciled in a par-
ticular state,  as well as practices described in  National Association  of  In-
surance Commissioners'(NAIC) publications.

A reconciliation of SAP surplus to GAAP surplus at December 31 follows:

<TABLE>
<S>                                             <C>                 <C>    

  for years ended December 31, 1996 and 1995       1996 (in millions)   1995
- -----------------------------------------------------------------------------
  SAP Surplus                                   $ 407.9             $  309.1
  Deferred policy acquisition costs               362.7                343.2 
  Adjustments to policy reserves                 (278.3)              (285.0)
  Asset valuation and interest maintenance 
     reserves                                     106.4                105.2
  Unrealized gain on invested assets               17.4                 49.9
  Surplus notes                                   (75.0)                ----
  Deferred income taxes                            16.8                 15.6
  Other, net                                       14.9                 10.9
- -----------------------------------------------------------------------------
  GAAP surplus                                  $ 572.8             $  548.9
- -----------------------------------------------------------------------------

</TABLE>


A  reconciliation  of SAP net  income to GAAP net  income  for the  years  ended
December 31 follows:

<TABLE>
<S>                                             <C>                 <C>

 for years ended December 31, 1996 and 1995       1996 (in millions)   1995
- -----------------------------------------------------------------------------
  SAP Income                                    $  51.4             $   44.2
  Deferred policy acquisition costs                19.5                 20.1 
  Adjustments to policy reserves                  (15.0)               (10.7)
  Deferred income taxes                            (1.5)                (6.7)
  Other, net                                       (2.3)                (1.3)
- -----------------------------------------------------------------------------
  GAAP net income                               $  52.1             $   45.6
- -----------------------------------------------------------------------------

</TABLE>

Life insurance  companies are required to maintain  certain amounts of assets on
deposit with state regulatory authorities. Such assets had an aggregate carrying
value of $4.5 million at December 31, 1996.

10. Fair Value of Financial Instruments:

The disclosure of fair value  information  about certain  financial  instruments
based  primarily  on  quoted  market  prices.  The  fair  values  of  short-term
investments  and accrued  investment  income  approximate  the carrying  amounts
reported in the balance  sheets.  Fair values for fixed  maturity set and equity
securities, and surplus notes are based on quoted market prices where available.
For fixed  maturity  securities not actively  traded,  fair values are estimated
using values  obtained  from  independent  pricing  services,  or in the case of
private  placements,  are estimated by  discounting  expected  future cash flows
using a current market rate applicable to the yield, credit quality and maturity
of the investments.


The fair  value of the  aggregate  mortgage  loan  portfolio  was  estimated  by
discounting  the future cash flows using  current  rates at which  similar loans
would be made to borrowers with similar credit ratings for similar maturities.

The estimated fair values of the liabilities for policyholder  funds approximate
the  statement  values  because  interest  rates  credited  to account  balances
approximate  current rates paid on similar  funds are not  generally  guaranteed
beyond one year. Fair values for other insurance reserves are not required to be
disclosed.  However, the estimated fair values for all insurance liabilities 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.  The fair
values of certain financial instruments along with their corresponding  carrying
values at December 31, 1996 and 1995 follows.


<TABLE>
<S>                             <C>                 <C>              <C>                <C>  

- ---------------------------------------------------------------------------------------------------
                                          1996         (in millions)               1995
                               Carrying                Fair             Carrying           Fair
                                Amount                 Value             Amount            Value
- ---------------------------------------------------------------------------------------------------
Fixed maturity securities:
  Available for sale            $1,593.4            $1,593.4         $ 1,628.8          $ 1,628.8
  Held to Maturity               3,013.6             3,144.6           2,982.4            3,255.6
Equity securities                   15.2                15.2              19.0               19.0 
Mortgage loans                   1,114.6             1,186.3           1,124.7            1,229.1 
Policy loans                       143.5               143.5             141.6              141.6 
Surplus notes                       75.0                73.0              ---                ----
- -------------------------------------------------------------------------------------------------
</TABLE>
    
                                       
<PAGE>

================================================================================
         No  dealer,  salesman  or any  other  person is  authorized  by the AUL
         American  Individual  Unit Trust to give any information or to make any
         representation  other than as contained in this Statement of Additional
         Information in connection with the offering described herein.

         There has been  filed  with the  Securities  and  Exchange  Commission,
         Washington,  D.C., a Registration Statement under the Securities Act of
         1933, as amended,  and the Investment  Company Act of 1940, as amended,
         with respect to the offering herein described.  For further information
         with respect to the AUL  American  Individual  Unit Trust,  AUL and its
         variable  annuities,  reference is made thereto and the exhibits  filed
         therewith  or  incorporated  therein,  which  include all  contracts or
         documents referred to herein.
================================================================================





                       AUL AMERICAN INDIVIDUAL UNIT TRUST

                      Individual Variable Annuity Contracts

                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46282

                       STATEMENT OF ADDITIONAL INFORMATION

   
                               Dated: May 1, 1997
    
================================================================================





                                       
<PAGE>

                            Part C: Other Information

Item 24.  Financial Statements and Exhibits

   
(a) Financial Statements
    1. Included in Prospectus (Part A):
       Condensed Financial Information
    2. Included in Statement of Additional Information (Part B):
       (a) Financial Statements of American United Life Insurance Company(R)
           Report of Independent Accountants
           Combined Balance Sheet - Assets, Liabilities and Policyowners'
            Surplus as of December 31, 1996 and 1995 
           Combined Statement of Operations for the years ended December 31,
            1996 and 1995
           Combined Statement of Policyowners' Surplus for the years ended
            December 31, 1996 and 1995  
           Combined Statement of Cash Flows for the years ended  December 31,
            1996 and 1995 
           Notes to Financial Statements
        (b) Financial Statements of AUL American Individual Unit Trust
            Registrant's Annual Report for the year ended December 31, 1996
            is incorporated by reference thereto and contains the following
            Financial Statements:  
             Message from the Chairman of the Board and President of AUL
              American Series Fund to Participants in AUL American Individual
              Unit Trust
             Report of Independent Accountants  
             Statements of Net Assets as of December 31, 1996
             Statements of Operations and Changes in Net Assets for the years
              ended December 31, 1996 and December 31, 1995
             Notes to Financial Statements
(b)      Exhibits
         1. Resolution of Executive Committee of American United Life Insurance
            Company(R) ("AUL") establishing AUL American Individual Unit 
            Trust(1)
         2. Not applicable
         3. Broker-Dealer Supervisory and Selling Agreement(1)
         4. (a) Flexible Premium Variable Annuity Contract(1)
            (b) One Year Flexible Premium Variable Annuity Contract(1)
         5. Application for Individual Variable Annuity(1)
         6. Copies of AUL's certificate of incorporation and by-laws(2)
         7. Not applicable
         8. (a) Form of Participation Agreement with Variable Annuity Products 
                Fund and Variable Annuity Products Fund II(3)
            (b) Form of Participation Agreement with TCI Portfolios, Inc.(1)
            (c) Form of Participation Agreement with T. Rowe Price Equity 
                Series, Inc., Alger American Series Fund and Acacia Capital 
                Corporation(6)
            (d) Form of Participation Agreement with PBHG Insurance Series
                Fund, Inc. (9)
         9. Opinion and Consent of Associate General Counsel of AUL as to the 
            legality of the Contracts being registered(5)
         10. (a) Consent of Independent Accountants(9)
             (b) Consent of Dechert Price & Rhoads(5)
             (c) Powers of Attorney(4)(8)
         11. Financial Statements of AUL American Individual Unit Trust(9)
         12. Not applicable
         13. Schedule for Computation of Performance Quotations(9)
         14. Financial Data Schedule(9)

(1) Originally filed with the Registrant's Registration Statement (File No. 
    33-79562) on May 31, 1994, and incorporated by reference herein.
(2) Filed with AUL American Unit Trust's Registration Statement (File No. 
    33-31375) and incorporated by reference herein.
(3) Filed with Post-Effective Amendment No. 6 to AUL American Unit Trust's 
    Registration Statement (File No. 33-31375) and incorporated by reference 
    herein.
(4) Filed with AUL American Unit Trust's Registration Statement (File No. 
    33-31375) and Post-Effective Amendment Nos. 1, 2, 3, 7, and 10, and 
    incorporated by reference herein.
(5) Filed with Registrant's Pre-Effective Amendment No. 1 and incorporated by 
    reference herein.
(6) Filed with Registrant's Post-Effective Amendment No. 1 and incorporated by
    reference herein.
(7) Filed with Registrant's Post-Effective Amendment No. 2 and incorporated by
    reference herein.
(8) Filed with Registrant's Post-Effective Amendment No. 4 and incorporated by
    reference herein.
(9) Filed with Registrant's Post-Effective Amendment No. 5 and incorporated by
    reference herein.
    
<TABLE>
<CAPTION>
Item 25. Directors and Officers of AUL
<S>                                 <C>
Name and Address                    Positions and Offices with AUL
- ----------------                    ------------------------------


John H. Barbre*                     Senior Vice President

Steven C. Beering M.D.              Director
Purdue University
West Lafayette, Indiana

William R. Brown*                   General Counsel and Secretary, AUL
                                    Secretary, State Life Insurance Co.

- ---------------------------------------------
*One American Square, Indianapolis, Indiana


                                       2
<PAGE>

Item 25. Directors and Officers of AUL (Continued)

Name and Address                    Positions and Offices with AUL
- ----------------                    ------------------------------

Arthur L. Bryant                    Director
P.O. Box 406
Indianapolis, Indiana

   
James E. Cornelius                  Director
P.O. Box 44906
Indianapolis, Indiana
    

James E. Dora                       Director
P.O. Box 42908
Indianapolis, Indiana

Otto N. Frenzel III                 Director and Chairman of the Audit
101 W. Washington St., Suite 400E   Committee
Indianapolis, Indiana

David W. Goodrich                   Director
Box 82055
Indianapolis, Indiana

William P. Johnson                  Director
P.O. Box 517
Goshen, Indiana

Charles D. Lineback*                Senior Vice President

James T. Morris                     Director
1220 Waterway Boulevard
Indianapolis, Indiana

James W. Murphy*                    Senior Vice President

Jerry L. Plummer*                   Senior Vice President

R. Stephen Radcliffe*               Director and Executive Vice President

   
Thomas E. Reilly Jr.                Director and Chairman of the Finance
300 N. Meridian, Suite 1500         Committee
Indianapolis, Indiana
    

William R. Riggs*                   Director

G. David Sapp*                      Senior Vice President

Jerry D. Semler*                    Chairman of the Board, President, Chief 
                                    Executive Officer and Chairman of the
                                    Executive Committee, Chairman the Board, 
                                    Chief Executive Officer, State Life
                                    Insurance Co.

Yvonne H. Shaheen                   Director
1310 S. Franklin Road
Indianapolis, Indiana

James P. Shanahan*                  Senior Vice President

Frank D. Walker                     Director
P.O. Box 80432
Indianapolis, Indiana

Gerald T. Walker*                   Senior Vice President

- ----------------------------------------------
*One American Square, Indianapolis, Indiana

                                       3
<PAGE>

</TABLE>


Item 26. Persons Controlled by or Under Common Control with Registrant

American  United Life  Insurance  Company(R)  ("AUL") is a mutual life insurance
company  organized under the laws of the State of Indiana.  As a mutual company,
AUL has no shareholders and therefore no one individual  controls as much as 10%
of AUL. In accordance with current law, it is anticipated  that AUL will request
voting instructions from owners or participants of any Contracts that are funded
by  separate  accounts  that  are  registered  investment  companies  under  the
Investment Company Act of 1940 and will vote shares in any such separate account
attributable to the Contracts in proportion to the voting instructions received.
AUL may vote shares of any Portfolio,  if any, that it owns  beneficially in its
own discretion.

AUL may also be  deemed to  control  State  Life  Insurance  Company(R)  ("State
Life"),  since a majority of AUL's  Directors  also serve as  Directors of State
Life.  By virtue  of an  agreement  between  AUL and State  Life,  AUL  provides
investment and other support services for State Life on a contractual basis.

   
AUL  owns  a  20% share  of  the stock of Princeton Reinsurance Managers, LLC, a
limited  liability  Delaware company.  AUL's affiliation provides an alternative
marketing channel for its Reinsurance Division.
    
AUL  Equity  Sales  Corporation  ("ESC")  is a  wholly-owned  subsidiary  of AUL
organized  under the laws of the State of Indiana in 1969 for the purpose of the
sale of mutual funds on an application-way basis only.

Registrant and AUL American Unit Trust are separate  accounts of AUL,  organized
for the purpose of the sale of individual and group variable annuity  contracts,
respectively.

   
AUL  American  Series Fund, Inc. (the "Fund") was incorporated under the laws of
Maryland on July 26,  1989 and is registered as an open-end, diversified manage-
ment investment  company under the Investment Company Act of 1940. As a "series"
type of mutual fund, the "Fund" issues shares of common stock relating to separ-
ate investment portfolios.   Substantially  all of the "Fund's" shares were ori-
ginally purchased  by  AUL in connection with the initial  capitalization of the
"Fund."   As  a  result of providing the  initial capital for the Portfolios, on
December 31, 1996,  AUL  owned  10.2%  of  the  outstanding shares of the Fund's
Equity Portfolio and 27.2% of the Fund's Tactical  Asset  Allocation  Portfolio.
Therefore, AUL may be able to control the outcome  of any issue submitted to the
vote of shareholders of the Tactical Asset Allocation Portfolio.
     

American United Life Pooled Equity Fund B is a separate account of AUL organized
for the purpose of the sale of group variable annuity contracts.


Item 27. Number of Contractholders

   
     As of December 31, 1996, AUL has issued 4,122  Individual  variable annuity
contracts.
    


Item 28. Indemnification

Article IX, Section 1 of the by-laws of AUL provides as follows:

The  corporation  shall  indemnify any director or officer or former director or
officer of the corporation against expenses actually and reasonably incurred  by
him (and for which he is  not  covered  by insurance) in connection with the de-
fense of any action, suit or proceeding  (unless such action, suit or proceeding
is settled) in which he is made a party by  reason of being or having  been such
director or officer, except in relation to  matters  as to which he shall be ad-
judged in such action, suit or proceeding, to be liable  for  negligence or mis-
conduct in the performance of his duties.  The corporation  may  also  reimburse
any director or officer or former director or officer of the corporation for the
reasonable costs of settlement of any such action,  suit  or  proceeding,  if it
shall be found by a majority of the directors not  involved  in  the  matter  in
controversy (whether or not a quorum) that it was to the interest of the corpor-
ation that such settlement be made and that such director  or  officer  was  not
guilty of negligence or misconduct.  Such rights of  indemnification  and  reim-
bursement shall not be exclusive of any other rights to which such  director  or
officer may be entitled under any By-law, agreement, vote  of  members or other-
wise.


Item 29. Principal Underwriters

(a) AUL acts as Investment Adviser to American United Life Pooled Equity Fund B
    (File No. 2-27832) and to AUL American Series Fund, Inc. (File No. 33-30156)
(b) For information regarding AUL's Officers and Directors, see Item 25 above.
(c) Not applicable


                                       4
<PAGE>

Item 30. Location of Accounts and Records

The accounts,  books and other documents required to be maintained by Registrant
pursuant to Section  31(a) of the  investment  Company Act of 1940 and the rules
under that section will be maintained at One American Square,  Indianapolis,  IN
46282.


Item 31. Management Services

There are no  management-related  service  contracts  not discussed in Part A or
Part B.


Item 32. Undertakings

The registrant hereby undertakes:

(a)      to file a post-effective  amendment to this  registration  statement as
         frequently  as is  necessary  to  ensure  that  the  audited  financial
         statements in this registration statement are never more than 16 months
         old for so long as payments under the variable annuity contracts may be
         accepted, unless otherwise permitted.

(b)      to include either (1) as part of any application to purchase a contract
         offered  by the  prospectus,  a space  that an  applicant  can check to
         request a Statement of  Additional  Information,  or (2) a post card or
         similar written  communication affixed to or included in the prospectus
         that the  applicant  can remove to send for a Statement  of  Additional
         Information.

(c)      to deliver any  Statement of Additional  Information  and any financial
         statements  required to be made available under this Form promptly upon
         written or oral request.


Additional Representations:

(a)      The Registrant  and its Depositor are relying upon American  Council of
         Life Insurance,  SEC No-Action  Letter,  SEC Ref. No. IP-6-88 (November
         28, 1988) with respect to annuity  contract offered as funding vehicles
         for retirement  plans meeting the requirements of Section 403(b) of the
         Internal  Revenue Code,  and the  provisions of paragraphs (1) - (4) of
         this letter have been complied with.

(b)      The Registrant represents that  the aggregate fees and charges deducted
         under the  variable  annuity  contracts  are  reasonable  in  relation 
         to the services rendered, the expenses expected to be incurred, and the
         risks assumed by the Insurance Company.



                                       5
<PAGE>

                                   SIGNATURES

   
Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements  for  effectiveness  of  this   Post-Effective   Amendment  to  the
Registration Statement pursuant to Rule 485(b) of the Securities Act of 1933 and
has duly caused this  Post-Effective  Amendment  to the  Registration  Statement
(Form  N-4) to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized, in the City  of  Indianapolis  and the State of Indiana on this 30th
day of April, 1997.
    


                                   AUL AMERICAN INDIVIDUAL UNIT TRUST
                                   (Registrant)

                                   By: American United Life Insurance Company(R)



                                   ------------------------------------------
                                    By: Jerry D. Semler*, Chairman of the Board,
                                        President, and Chief Executive Officer


   
      /s/  Richard A. Wacker
      _____________________________________
*By:  Richard A. Wacker as Attorney-in-fact

Date:  April 30, 1997
    

Pursuant to the  requirements of the Securities Act of 1933, this Post Effective
Amendment to the  Registration  Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S>                                                                     <C>               <C>

Signature                                                            Title             Date
- ---------                                                            -----             ----


_______________________________________________                      Director          April___, 1997
Steven C. Beering M.D.*



_______________________________________________                      Director          April___, 1997
Arthur L. Bryant*



_______________________________________________                      Director          April___, 1997
James E. Cornelius*



_______________________________________________                      Director          April___, 1997
James E. Dora*



_______________________________________________                      Director          April___, 1997
Otto N. Frenzel III*



_______________________________________________                      Director          April___, 1997
David W. Goodrich*



_______________________________________________                      Director          April___, 1997
William P. Johnson*



_______________________________________________                      Director          April___, 1997
James T. Morris*













                                       6
<PAGE>

                             SIGNATURES (Continued)

Signature                                                            Title              Date
- ---------                                                            -----              ----



_______________________________________________                      Principal          April___, 1997
James W. Murphy*                                                     Financial and 
                                                                     Accounting Officer



_______________________________________________                      Director           April___, 1997
R. Stephen Radcliffe*



_______________________________________________                      Director           April___, 1997
Thomas E. Reilly Jr*



_______________________________________________                      Director           April___, 1997
William R. Riggs*



_______________________________________________                      Director           April___, 1997
Yvonne H. Shaheen*



_______________________________________________                      Director           April____, 1997
Frank D. Walker*



</TABLE>


   
        /s/ Richard A. Wacker
      _____________________________________
*By:  Richard A. Wacker as Attorney-in-fact

Date:  April 30, 1997

     * Powers of Attorney  filed with AUL  American  Unit  Trust's  Registration
Statement (File No. 33-31375) and  Post-Effective Amendment Nos. 1, 2, 3, 7, 10,
and 13 and incorporated by reference thereto.
    



                                       7
<PAGE>


                                  EXHIBIT LIST

          Exhibit Number               Name of Exhibit
          --------------               ---------------



   
              8(d)                FORM OF PARTICIPATION AGREEMENT WITH 
                                  PBHG INSURANCE SERIES FUND, INC.


             10(a)                CONSENT OF INDEPENDENT ACCOUNTANTS


             11                   ANNUAL REPORT OF AUL AMERICAN INDIVIDUAL UNIT
                                  TRUST FOR THE PERIOD ENDED DECEMBER 31, 1996

             14                   FINANCIAL DATA SCHEDULES
    




                                 EXHIBIT 8(d)

                      FORM OF PARTICIPATION AGREEMENT WITH
                        PBHG INSURANCE SERIES FUND, INC.

FUND PARTICIPATION AGREEMENT


THIS  AGREEMENT  made as of the 1st day of May,  1997,  by and  between the PBHG
INSURANCE SERIES FUND, INC. ("FUND"), a Maryland  corporation,  PILGRIM BAXTER &
ASSOCIATES,  LTD.  ("Adviser"),  a Delaware  corporation,  AMERICAN  UNITED LIFE
INSURANCE COMPANY ("LIFE COMPANY"), a life insurance company organized under the
laws of the State of Indiana.

WHEREAS,  FUND is registered with the Securities and Exchange Commission ("SEC")
under the  Investment  Company  Act of 1940,  as amended  (the "40 Act"),  as an
open-end, diversified management investment company; and

WHEREAS,  FUND is  organized as a series fund  comprised  of several  Portfolios
("Portfolios"),  with  those  currently  available  being  listed on  Appendix A
hereto; and

WHEREAS,  FUND was organized to act as the funding vehicle for certain  variable
life insurance and/or variable annuity contracts ("Variable  Contracts") offered
by life insurance companies through separate accounts  ("Separate  Accounts") of
such life insurance companies ("Participating Insurance Companies"); and

WHEREAS,  FUND may also  offer  its  shares to  certain  qualified  pension  and
retirement plans ("Qualified Plans"); and

WHEREAS,  FUND will  apply  for an order  from the SEC,  granting  Participating
Insurance  Companies and their separate accounts  exemptions from the provisions
of Sections 9(a),  13(a),  15(a) and 15(b) of the '40 Act, and Rules 6e-2(b)(15)
and 6e-3(T)(b)(15)  thereunder,  to the extent necessary to permit shares of the
Portfolios  of the FUND to be sold to and  held by  Variable  Contract  separate
accounts of both affiliated and unaffiliated  Participating  Insurance Companies
and Qualified Plans ("Exemptive Order"); and

WHEREAS,  LIFE COMPANY has  established  or will  establish one or more separate
accounts  ("Separate  Accounts") to offer Variable  Contracts and is desirous of
having  FUND  as  one of the  underlying  funding  vehicles  for  such  Variable
Contracts; and

WHEREAS,  ADVISER is registered with the SEC as an investment  adviser under the
Investment  Advisers  Act of 1940 and as a  broker-dealer  under the  Securities
Exchange Act of 1934, as amended and acts as the FUND's investment adviser; and

WHEREAS,  to the extent permitted by applicable  insurance laws and


<PAGE>
                                       2


regulations,  LIFE  COMPANY  intends  to  purchase  shares  of FUND to fund  the
aforementioned  Variable Contracts and FUND is authorized to sell such shares to
LIFE COMPANY at net asset value;

NOW, THEREFORE,  in consideration of their mutual promises,  LIFE COMPANY, FUND,
and ADVISER agree as follows:

                         Article I. SALE OF FUND SHARES

1.1 FUND agrees to make  available  to the  Separate  Accounts  of LIFE  COMPANY
shares of the  selected  Portfolios  as listed on Appendix B for  investment  of
purchase  payments of Variable  Contracts  allocated to the designated  Separate
Accounts as provided in FUND's Registration Statement.

1.2 FUND agrees to sell to LIFE COMPANY those shares of the selected  Portfolios
of FUND which LIFE COMPANY orders, executing such orders on a daily basis at the
net asset value next computed after receipt by FUND or its designee of the order
for the shares of FUND.  For purposes of this Section 1.2, LIFE COMPANY shall be
the  designee of FUND for receipt of such  orders from the  designated  Separate
Account and receipt by such designee shall constitute receipt by FUND;  provided
that  LIFE  COMPANY  receives  the  order by 4:00  p.m.  New York  time and FUND
receives  notice from LIFE COMPANY by  telephone or facsimile  (or by such other
means as FUND and LIFE  COMPANY may agree in writing) of such order by 8:30 a.m.
New York time on the next following  Business Day. "Business Day" shall mean any
day on which the New York Stock  Exchange  is open for trading and on which FUND
calculates its net asset value pursuant to the rules of the SEC.

1.3 FUND  agrees to redeem on LIFE  COMPANY's  request,  any full or  fractional
shares of FUND held by LIFE COMPANY, executing such requests on a daily basis at
the net asset value next  computed  after receipt by FUND or its designee of the
request for redemption,  in accordance with the provisions of this agreement and
FUND's  Registration  Statement.  For purposes of this Section 1.3, LIFE COMPANY
shall be the  designee of FUND for receipt of requests for  redemption  from the
designated  Separate  Account  and  receipt by such  designee  shall  constitute
receipt by FUND;  provided that LIFE COMPANY receives the request for redemption
by 4:00 p.m.  New York  time and FUND  receives  notice  from  LIFE  COMPANY  by
telephone  or  facsimile  (or by such other  means as FUND and LIFE  COMPANY may
agree in writing) of such request for  redemption  by 8:30 a.m. New York time on
the next following Business Day.

1.4 FUND  shall  furnish,  on or before  the  ex-dividend  date,  notice to LIFE
COMPANY of any income  dividends  or capital gain  distributions  payable on the
shares of any Portfolio of FUND.  LIFE COMPANY hereby elects to receive all such
income


<PAGE>
                                       3


dividends and capital gain  distributions as are payable on a Portfolio's shares
in  additional  shares of the  Portfolio.  FUND shall notify LIFE COMPANY or its
designee  of the  number of shares so issued as payment  of such  dividends  and
distributions.

1.5 FUND shall make the net asset value per share for the selected  Portfolio(s)
available  to LIFE  COMPANY on a daily basis as soon as  reasonably  practicable
after the net asset value per share is calculated but shall use its best efforts
to make such net asset  value  available  by 7:00 p.m.  New York  time.  If FUND
provides  LIFE  COMPANY  with   materially   incorrect  share  net  asset  value
information  through  no fault of LIFE  COMPANY,  LIFE  COMPANY on behalf of the
Separate  Accounts,  shall be entitled to an  adjustment to the number of shares
purchased or redeemed to reflect the correct share net asset value. Any material
error in the calculation of net asset value per share,  dividend or capital gain
information shall be reported promptly upon discovery to LIFE COMPANY.

1.6 At the end of each  Business  Day,  LIFE COMPANY  shall use the  information
described in Section 1.5 to calculate  Separate Account unit values for the day.
Using these unit values,  LIFE COMPANY shall  process each such  Business  Day's
Separate Account  transactions  based on requests and premiums received by it by
the close of trading on the floor of the New York Stock Exchange (currently 4:00
p.m.  New York time) to  determine  the net dollar  amount of FUND shares  which
shall be purchased or redeemed at that day's  closing net asset value per share.
The net purchase or redemption orders so determined shall be transmitted to FUND
by LIFE COMPANY by 8:30 a.m.  New York Time on the  Business Day next  following
LIFE  COMPANY's  receipt of such  requests and premiums in  accordance  with the
terms of Sections 1.2 and 1.3 hereof.

1.7 If LIFE COMPANY's  order requests the purchase of FUND shares,  LIFE Company
shall pay for such purchase by wiring  federal  funds to FUND or its  designated
custodial  account on the day the order is  transmitted by LIFE COMPANY to FUND.
If LIFE  COMPANY's  order  requests a net  redemption  resulting in a payment of
redemption proceeds to LIFE COMPANY,  FUND shall wire the redemption proceeds to
LIFE COMPANY  ordinarily on the next Business Day. In any event,  proceeds shall
be wired to LIFE  COMPANY  within  three  Business  Days or such  longer  period
permitted by the '40 Act or the rules, orders or regulations thereunder and FUND
shall notify the person  designated  in writing by LIFE COMPANY as the recipient
for such  notice of any  delay in wiring  redemption  proceeds  beyond  the next
Business Day by 3:00 p.m. New York Time the same  Business Day that LIFE COMPANY
transmits the redemption order to FUND.

1.8 FUND agrees that all shares of the  Portfolios  of FUND will be sold only to
Participating  Insurance  Companies  which have agreed to participate in FUND to
fund


<PAGE>
                                       4


their Separate  Accounts and/or to Qualified  Plans,  all in accordance with the
requirements of Section 817(h) of the Internal  Revenue Code of 1986, as amended
("Code") and Treasury Regulation 1.817-5.  Shares of the Portfolios of FUND will
not be sold directly to the general public.

1.9 FUND may refuse to sell shares of any Portfolio to any person, or suspend or
terminate  the offering of the shares of or liquidate  any  Portfolio of FUND if
such action is required by law or by regulatory  authorities having jurisdiction
or is,  in the sole  discretion  of the  Board  of  Directors  of the FUND  (the
"Board"),  acting in good faith and in light of its duties under federal and any
applicable  state laws,  deemed  necessary,  desirable or appropriate and in the
best interests of the shareholders of such Portfolios.

1.10 Issuance and transfer of Portfolio shares will be by book entry only. Stock
certificates will not be issued to LIFE COMPANY or the Separate Accounts. Shares
ordered from Portfolio will be recorded in appropriate book entry titles for the
Separate Accounts.

                   Article II. REPRESENTATIONS AND WARRANTIES

2.1 LIFE COMPANY  represents  and warrants that it is an insurance  company duly
organized and in good  standing  under the laws of the State of Indiana and that
it has legally and validly  established  each  Separate  Account as a segregated
asset account under such laws, and that Life Company, the principal  underwriter
for  the  Variable  Contracts,  is  registered  as  a  broker-dealer  under  the
Securities Exchange Act of 1934 (the "'34 Act").

2.2 LIFE COMPANY represents and warrants that it has registered or, prior to any
issuance or sale of the Variable Contracts,  will register each Separate Account
as a unit investment  trust ("UIT") in accordance with the provisions of the '40
Act and cause  each  Separate  Account  to remain  so  registered  to serve as a
segregated  asset account for the Variable  Contracts,  unless an exemption from
registration is available.

2.3 LIFE COMPANY  represents  and warrants that the Variable  Contracts  will be
registered  under the Securities Act of 1933 (the "'33 Act") unless an exemption
from  registration  is  available  prior to any issuance or sale of the Variable
Contracts and that the Variable  Contracts will be issued and sold in compliance
in all material  respects with all applicable  federal and state securities laws
and further that the sale of the Variable Contracts shall comply in all material
respects with applicable state insurance law suitability requirements.

2.4 LIFE  COMPANY  represents  and  warrants  that the  Variable  Contracts  are
currently  and at the  time of  issuance  will  be  treated  as life  insurance,
endowment or


<PAGE>
                                       5


annuity contracts,  as pertinent,  under applicable provisions of the Code, that
it will maintain such  treatment and that it will notify FUND  immediately  upon
having a reasonable basis for believing that the Variable  Contracts have ceased
to be so treated or that they might not be so treated in the future.

2.5 FUND  represents and warrants that the Fund shares offered and sold pursuant
to this  Agreement  will be registered  under the '33 Act and sold in accordance
with all applicable  federal and state laws, and FUND shall be registered  under
the '40 Act  prior to and at the time of any  issuance  or sale of such  shares.
FUND, subject to Section 1.9 above, shall amend its registration statement under
the '33 Act and the '40 Act from time to time as required in order to effect the
continuous  offering of its shares.  FUND shall  register and qualify its shares
for sale in  accordance  with the laws of the various  states only if and to the
extent deemed advisable by FUND.

2.6 FUND  represents  and  warrants  that each  Portfolio  will  comply with the
diversification  requirements  set forth in Section  817(h) of the Code, and the
rules  and  regulations   thereunder,   including  without  limitation  Treasury
Regulation  1.817-5,  and will notify  LIFE  COMPANY  immediately  upon having a
reasonable  basis for  believing any Portfolio has ceased to comply or might not
so comply and will immediately take all reasonable steps to adequately diversify
the Portfolio to achieve compliance.

2.7 FUND represents and warrants that each Portfolio invested in by the Separate
Account intends to elect to be treated as a "regulated investment company" under
Subchapter M of the Code, and each Portfolio will qualify for such treatment for
each  taxable  year and will  notify  LIFE  COMPANY  immediately  upon  having a
reasonable  basis for  believing  it has  ceased to so  qualify  or might not so
qualify in the future.

2.8. ADVISER  represents and warrants that it is and will remain duly registered
and licensed in all material  respects  under all  applicable  federal and state
securities laws and shall perform its obligations hereunder in compliance in all
material respects with any applicable state and federal securities laws. Adviser
represents and warrants that each Portfolio  shall be managed  consistent of its
investment  objective  or  objectives,   investment  policies,   and  investment
restrictions as described in the Fund's  prospectus and registration  statement,
as amended or modified from time to time.

                  Article III. PROSPECTUS AND PROXY STATEMENTS

3.1 FUND shall prepare and be responsible  for filing with the SEC and any state
regulators  requiring  such  filing  all  shareholder  reports,  notices,  proxy
materials  (or  similar  materials  such  as  voting  instruction   solicitation
materials),  prospectuses and statements of additional information of FUND. FUND
shall  bear  the  costs of  registration 


<PAGE>
                                       5


and  qualification  of shares of the  Portfolios,  preparation and filing of the
documents  listed in this  Section 3.1 and all taxes and filing fees to which an
issuer is subject on the issuance and transfer of its shares.

3.2 At least annually,  FUND or its designee shall provide LIFE COMPANY, free of
charge,  with as many  copies of the  current  prospectus  for the shares of the
Portfolios as LIFE COMPANY may reasonably  request for  distribution to existing
Variable  Contract  owners whose  Variable  Contracts are funded by such shares.
FUND or its designee shall provide LIFE COMPANY, at LIFE COMPANY's expense, with
as many  copies of the  current  prospectus  for the shares as LIFE  COMPANY may
reasonably  request  for  distribution  to  prospective  purchasers  of Variable
Contracts.  If requested by LIFE COMPANY in lieu  thereof,  FUND or its designee
shall  provide such  documentation  (including a "camera  ready" copy of the new
prospectus as set in type or, at the request of LIFE  COMPANY,  as a diskette in
the form sent to the  financial  printer) and other  assistance as is reasonably
necessary in order for the parties hereto once a year (or more frequently if the
prospectus for the shares is supplemented or amended) to have the prospectus for
the Variable  Contracts and the prospectus for the FUND shares printed  together
in one document.  The expenses of such printing will be apportioned  between (a)
LIFE COMPANY and (b) FUND in  proportion  to the number of pages of the Variable
Contract  and  FUND's  prospectus,  taking  account  of other  relevant  factors
affecting the expense of printing,  such as covers,  columns, graphs and charts;
FUND to bear the cost of printing the FUND's prospectus portion of such document
for  distribution  only to owners of existing  Variable  Contracts funded by the
FUND's  shares and LIFE  COMPANY to bear the expense of printing  the portion of
such documents relating to the Separate Account; provided, however, LIFE COMPANY
shall bear all  printing  expenses  of such  combined  documents  where used for
distribution  to  prospective  purchasers  or to  owners  of  existing  Variable
Contracts  not  funded by the  FUND's  shares.  In the event  that LIFE  COMPANY
requests that FUND or its designee provide FUND's prospectus in a "camera ready"
or diskette  format,  FUND shall be responsible  for providing the prospectus in
the format in which it is accustomed to formatting  prospectuses  and shall bear
the  expense of  providing  the  prospectus  in such  format  (e.g.  typesetting
expenses),  and LIFE COMPANY shall bear the expense of adjusting or changing the
format to conform with any of its prospectuses.

3.3 FUND  will  provide  LIFE  COMPANY  with at least one  complete  copy of all
prospectuses,  statements  of  additional  information,  annual and  semi-annual
reports,  proxy  statements,   exemptive  applications  and  all  amendments  or
supplements to any of the above that relate to the Portfolios promptly after the
filing of each such document with the SEC or other  regulatory  authority.  LIFE
COMPANY will provide FUND with at least one complete  copy of all  prospectuses,
statements of additional  information,  annual and  semi-annual  reports,  proxy
statements,  exemptive  applications and all amendments or supplements to any of
the above that relate to a Separate Account 


<PAGE>
                                       7


promptly after the filing of each such document with the SEC or other regulatory
authority.

3.4 The FUND, at its expense,  shall provide the LIFE COMPANY with copies of its
proxy materials,  periodic reports to shareholders and other  communications  to
shareholders in such quantity as the LIFE COMPANY shall  reasonably  require for
purposes  of  distributing  to owners of  Variable  Contacts  issued by the LIFE
COMPANY. The FUND, at the LIFE COMPANY's expense, shall provide the LIFE COMPANY
with copies of its periodic reports to shareholders and other  communications to
shareholders in such quantity as the LIFE COMPANY shall  reasonably  request for
use in  connection  with  offering  the  Variable  Contracts  issued by the LIFE
COMPANY.  If  requested  by the LIFE  COMPANY  in lieu  thereof,  the FUND shall
provide  such  documentation  (including  a  final  copy  of  the  FUND's  proxy
materials,   periodic  reports  to  shareholders  and  other  communications  to
shareholders,  as set in type or in camera-ready  copy) and other  assistance as
reasonably  necessary  in order for the LIFE  COMPANY to print such  shareholder
communications  for  distribution  to owners of Variable  Contacts issued by the
LIFE COMPANY.

                           Article IV. SALES MATERIALS

4.1 LIFE  COMPANY  will  furnish,  or will  cause to be  furnished,  to FUND and
ADVISER,  each piece of sales literature or other promotional  material in which
FUND or ADVISER is named,  at least ten (10) Business Days prior to its intended
use.  No such  material  will be used if FUND or  ADVISER  objects to its use in
writing   within  ten  (10)  Business  Days  after  receipt  of  such  material.
Notwithstanding  the above, FUND and ADVISER agree that total return information
of the FUND's  Portfolios may be used in sales  literature or other  promotional
material   developed  by  LIFE  COMPANY  without  first  furnishing  such  sales
literature or other promotional material to FUND and ADVISER, provided that such
total  return  information  is  derived  from  the  prospectus  or  registration
statement  of the  FUND or from  reports  provided  by  FUND or  ADVISER  or the
designee of either to LIFE COMPANY and provided  that FUND and ADVISER have been
provided  prior to its intended use within the time period  described  above the
form of the sales literature or other promotional material that contains or will
contain the total  return  information,  and that  neither  FUND nor ADVISER has
objected to its use in writing and provided  further that LIFE COMPANY  shall be
responsible  for using such total  return  information  in  conformity  with the
information it is provided.

4.2 FUND and  ADVISER  will  furnish,  or will  cause to be  furnished,  to LIFE
COMPANY,  each piece of sales literature or other promotional  material in which
LIFE COMPANY or its Separate Accounts are named, at least ten (10) Business Days
prior to its intended use. No such material will be used if LIFE COMPANY objects
to its use in  writing  within  ten (10)  Business  Days  after  receipt of such
material.


<PAGE>
                                       8


4.3 FUND and its  affiliates  and agents shall not give any  information or make
any  representations  on behalf of LIFE COMPANY or concerning LIFE COMPANY,  the
Separate Accounts, or the Variable Contracts issued by LIFE COMPANY,  other than
the  information or  representations  contained in a  registration  statement or
prospectus  for such  Variable  Contracts,  as such  registration  statement and
prospectus  may be amended or  supplemented  from time to time, or in reports of
the Separate  Accounts or reports  prepared for  distribution  to owners of such
Variable  Contracts,  or in  sales  literature  or  other  promotional  material
approved by LIFE COMPANY or its designee,  except with the written permission of
LIFE COMPANY.

4.4 LIFE COMPANY and its affiliates and agents shall not give any information or
make any  representations  on behalf of FUND or  concerning  FUND other than the
information  or  representations   contained  in  a  registration  statement  or
prospectus  for FUND,  as such  registration  statement  and  prospectus  may be
amended  or  supplemented  from time to time,  or in sales  literature  or other
promotional  material supplied or approved by FUND or its designee,  except with
the written permission of FUND or its designee.

4.5 For  purposes  of this  Agreement,  the phrase  "sales  literature  or other
promotional  material" or words of similar import include,  without  limitation,
advertisements (such as material published, or designed for use, in a newspaper,
magazine or other periodical,  radio,  television,  telephone or tape recording,
videotape display, signs or billboards,  motion pictures or other public media),
sales  literature  (such  as  any  written  communication  distributed  or  made
generally available to customers or the public, including brochures,  circulars,
research reports,  market letters,  form letters,  seminar texts, or reprints or
excerpts of any other  advertisement,  sales literature,  or published article),
educational or training  materials or other  communications  distributed or made
generally available to some or all agents or employees, registration statements,
prospectuses,  statements of  additional  information,  shareholder  reports and
proxy  materials,  and any  other  material  constituting  sales  literature  or
advertising  under National  Association of Securities  Dealers,  Inc.  ("NASD")
rules, the '40 Act or the '33 Act.

                         Article V. POTENTIAL CONFLICTS

5.1 The parties acknowledge that FUND will be filing an application with the SEC
to request an order granting  relief from various  provisions of the '40 Act and
the rules thereunder to the extent necessary to permit FUND shares to be sold to
and  held  by  Variable  Contract  separate  accounts  of  both  affiliated  and
unaffiliated  Participating  Insurance  Companies  and  Qualified  Plans.  It is
anticipated that the Exemptive Order, when and if issued, shall require FUND and
each Participating Insurance Company to


<PAGE>
                                       9


comply  with  conditions  and  undertakings  substantially  as  provided in this
Section 5. If the Exemptive Order imposes conditions  materially  different from
those provided for in this Section 5, the conditions and undertakings imposed by
the  Exemptive  Order of which Life Company is provided with a copy shall govern
this Agreement and the parties  hereto agree to amend this Agreement  consistent
with the Exemptive Order. The Fund will not enter into a participation agreement
with any  other  Participating  Insurance  Company  unless it  imposes  the same
conditions and undertakings as are imposed on LIFE COMPANY hereby.

5.2 The Board will monitor FUND for the existence of any material irreconcilable
conflict  between the  interests  of Variable  Contract  owners of all  separate
accounts investing in FUND. An irreconcilable  material conflict may arise for a
variety of  reasons,  which may  include:  (a) an action by any state  insurance
regulatory  authority;  (b) a change in applicable  federal or state  insurance,
tax, or securities  laws or  regulations,  or a public  ruling,  private  letter
ruling  or  any  similar  action  by  insurance,  tax or  securities  regulatory
authorities;  (c)  an  administrative  or  judicial  decision  in  any  relevant
proceeding;  (d) the manner in which the  investments of FUND are being managed;
(e) a difference in voting instructions given by Variable Contract owners; (f) a
decision  by  a  Participating   Insurance   Company  to  disregard  the  voting
instructions of Variable Contract owners and (g) if applicable,  a decision by a
Qualified Plan to disregard the voting instructions of plan participants.

5.3 LIFE COMPANY will report any  potential or existing  conflicts to the Board.
LIFE COMPANY will be  responsible  for  assisting  the Board in carrying out its
duties in this regard by  providing  the Board with all  information  reasonably
necessary  for the Board to  consider  any  issues  raised.  The  responsibility
includes, but is not limited to, an obligation by the LIFE COMPANY to inform the
Board  whenever it has  determined to disregard  Variable  Contract owner voting
instructions.  These responsibilities of LIFE COMPANY will be carried out with a
view only to the interests of the Variable Contract owners.

5.4 If a  majority  of the Board or  majority  of its  disinterested  Directors,
determines  that  a  material  irreconcilable  conflict  exists  affecting  LIFE
COMPANY,  LIFE COMPANY, at its expense and to the extent reasonably  practicable
(as determined by a majority of the Board's disinterested Directors),  will take
any steps necessary to remedy or eliminate the irreconcilable material conflict,
including;  (a) withdrawing the assets  allocable to some or all of the Separate
Accounts from FUND or any Portfolio  thereof and  reinvesting  those assets in a
different  investment  medium,  which may include another  Portfolio of FUND, or
another  investment  company;  (b)  submitting  the  question as to whether such
segregation  should be implemented to a vote of all affected  Variable  Contract
owners and as appropriate,  segregating the assets of any appropriate group (i.e
variable annuity or variable life insurance Contract owners of one

<PAGE>
                                       10


or  more  Participating  Insurance  Companies)  that  votes  in  favor  of  such
segregation,  or offering to the affected Variable Contract owners the option of
making  such  a  change;  and  (c)  establishing  a  new  registered  management
investment  company  (or series  thereof)  or  managed  separate  account.  If a
material  irreconcilable  conflict arises because of LIFE COMPANY's  decision to
disregard  Variable  Contract  owner  voting  instructions,  and  that  decision
represents a minority  position or would preclude a majority vote,  LIFE COMPANY
may be  required,  at the election of FUND,  to withdraw the Separate  Account's
investment in FUND, and no charge or penalty will be imposed as a result of such
withdrawal. The responsibility to take such remedial action shall be carried out
with a view only to the interests of the Variable Contract owners.

For the purposes of this Section 5.4, a majority of the disinterested members of
the Board shall determine whether or not any proposed action adequately remedies
any  irreconcilable  material  conflict but in no event will FUND or ADVISER (or
any other  investment  adviser of FUND) be required  to  establish a new funding
medium for any Variable Contract. Further, LIFE COMPANY shall not be required by
this Section 5.4 to establish a new funding medium for any Variable Contracts if
any  offer  to do so has  been  declined  by a vote of a  majority  of  Variable
Contract owners materially and adversely affected by the irreconcilable material
conflict.

5.5 The Board's  determination  of the existence of an  irreconcilable  material
conflict  and its  implications  shall be made known  promptly and in writing to
LIFE COMPANY.

5.6 No less than annually,  LIFE COMPANY shall submit to the Board such reports,
materials  or data as the Board  may  reasonably  request  so that the Board may
fully carry out its  obligations.  Such  reports,  materials,  and data shall be
submitted more frequently if deemed appropriate by the Board.

                               Article VI. VOTING

6.1 LIFE COMPANY will provide  pass-through  voting  privileges to all owners of
Variable  Contract funded by Separate  Accounts that are registered with the SEC
as investment companies so long as the SEC continues to interpret the '40 Act as
requiring  pass-through  voting  privileges for such Variable  Contract  owners.
Accordingly,  LIFE COMPANY, where applicable,  will vote shares of the Portfolio
held in its  registered  Separate  Accounts in a manner  consistent  with voting
instructions  timely received from its Variable  Contract  owners.  LIFE COMPANY
will be responsible for following  reasonable  instructions  provided by Fund so
that each of its Separate  Accounts that  participates in FUND calculates voting
privileges in a manner consistent with other Participating  Insurance Companies.
LIFE COMPANY will vote shares held by its registered Separate Accounts for which
it has not received  timely voting  instructions


<PAGE>
                                       11


in the same  proportion  as its votes  those  shares  for which it has  received
voting instructions.

6.2 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or if Rule 6e-3
is adopted, to provide exemptive relief from any provision of the '40 Act or the
rules  thereunder  with  respect  to mixed  and  shared  funding  on  terms  and
conditions  materially  different from any  exemptions  granted in the Exemptive
Order, then FUND, and/or the Participating  Insurance Companies, as appropriate,
shall  take such  steps as may be  necessary  to comply  with Rule 6e-2 and Rule
6e-3(T),  as amended,  and Rule 6e-3,  as adopted,  to the extent such Rules are
applicable.

                          Article VII. INDEMNIFICATION

7.1  Indemnification by LIFE COMPANY.  LIFE COMPANY agrees to indemnify and hold
harmless  FUND,  ADVISER  and each of  their  directors,  principals,  officers,
employees  and agents and each  person,  if any,  who  controls  FUND or ADVISER
within the meaning of Section 15 of the '33 Act (collectively,  the "Indemnified
Parties" for  purposes of this Article VII) against any and all losses,  claims,
damages,  liabilities  (including  amounts paid in  settlement  with the written
consent of LIFE COMPANY,  which consent shall not be  unreasonably  withheld) or
litigation  (including  legal and  other  expenses),  to which  the  Indemnified
Parties  may become  subject  under any  statute,  regulation,  at common law or
otherwise,  insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements:

(a) arise out of or are based  upon any  untrue  statements  or  alleged  untrue
statements  of any  material  fact  contained in the  Registration  Statement or
prospectus for the Variable Contracts or contained in the Variable Contracts (or
any  amendment or supplement  to any of the  foregoing),  or arise out of or are
based upon the omission or the alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  provided that this agreement to indemnify shall not apply as to any
Indemnified  Party if such  statement or omission or such  alleged  statement or
omission was made in reliance upon and in conformity with information  furnished
to LIFE  COMPANY by or on behalf of FUND or Adviser for use in the  registration
statement or prospectus for the Variable  Contracts or in the Variable Contracts
or sales  literature  (or any amendment or  supplement)  or otherwise for use in
connection with the sale of the Variable Contracts or FUND shares; or

(b) arise out of or as a result of  statements  or  representations  (other than
statements  or   representations   contained  in  the  registration   statement,
prospectus or sales literature of FUND not supplied by LIFE COMPANY,

<PAGE>
                                       12


or persons  under its  control) or wrongful  conduct of LIFE  COMPANY or persons
under its  control,  with  respect to the sale or  distribution  of the Variable
Contracts or FUND shares; or

(c) arise out of any untrue  statement or alleged untrue statement of a material
fact contained in a registration statement,  prospectus,  or sales literature of
FUND or any amendment  thereof or supplement  thereto or the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the  statements  therein not  misleading if such  statement or
omission or such alleged  statement or omission was made in reliance upon and in
conformity with  information  furnished to FUND by or on behalf of LIFE COMPANY;
or

(d) arise as a result of any  failure by LIFE  COMPANY to provide  substantially
the services and furnish the materials under the terms of this Agreement; or

(e) arise out of or result from any material breach of any representation and/or
warranty  made by LIFE COMPANY in this  Agreement or arise out of or result from
any other material breach of this Agreement by LIFE COMPANY.

7.2 LIFE COMPANY shall not be liable under this  indemnification  provision with
respect to any losses,  claims,  damages,  liabilities or litigation incurred or
assessed  against an Indemnified  Party as such may arise from such  Indemnified
Party's willful  misfeasance,  bad faith, or gross negligence in the performance
of such  Indemnified  Party's  duties or by reason of such  Indemnified  Party's
reckless disregard of obligations or duties under this Agreement.

7.3 LIFE COMPANY shall not be liable under this  indemnification  provision with
respect to any claim made against an Indemnified  Party unless such  Indemnified
Party shall have notified LIFE COMPANY in writing within a reasonable time after
the summons or other first legal process giving information of the nature of the
claim  shall  have been  served  upon  such  Indemnified  Party  (or after  such
Indemnified  Party shall have received  notice of such service on any designated
agent),  but failure to notify LIFE  COMPANY of any such claim shall not relieve
LIFE  COMPANY  from any  liability  which it may have to the  Indemnified  Party
against  whom  such  action  is  brought  otherwise  than  on  account  of  this
indemnification  provision.  In case any  such  action  is  brought  against  an
Indemnified  Party,  LIFE COMPANY  shall be entitled to  participate  at its own
expense in the defense of such  action.  LIFE  COMPANY also shall be entitled to
assume the defense thereof,  with counsel satisfactory to the party named in the
action.  After notice from LIFE COMPANY to such party of LIFE COMPANY's election
to
<PAGE>
                                       13


assume  the  defense  thereof,  the  Indemnified  Party  shall bear the fees and
expenses of any additional  counsel retained by it, and LIFE COMPANY will not be
liable to such  party  under  this  Agreement  for any  legal or other  expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

7.4  Indemnification  by ADVISER.  ADVISER agrees to indemnify and hold harmless
LIFE COMPANY and each of its directors, officers, employees, and agents and each
person,  if any, who controls  LIFE COMPANY  within the meaning of Section 15 of
the '33 Act  (collectively,  the "Indemnified  Parties" for the purposes of this
Article VII) against any and all losses, claims, damages, liabilities (including
amounts paid in  settlement  with the written  consent of ADVISER  which consent
shall not be  unreasonably  withheld) or litigation  (including  legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
or  regulation,  at common law or  otherwise,  insofar as such  losses,  claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements:


(a)  arise out of or are based  upon any  untrue  statement  or  alleged  untrue
statement  of any  material  fact  contained  in the  registration  statement or
prospectus or sales literature of FUND (or any amendment or supplement to any of
the  foregoing),  or arise out of or are based upon the  omission or the alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the  statements  therein not  misleading,  provided  that this
agreement  to  indemnify  shall  not apply as to any  Indemnified  Party if such
statement or omission or such alleged statement or omission was made in reliance
upon and in conformity  with  information  furnished to ADVISER or FUND by or on
behalf of LIFE COMPANY for use in the  registration  statement or prospectus for
FUND or in sales  literature  (or any amendment or  supplement) or otherwise for
use in connection with the sale of the Variable Contracts or FUND shares; or

(b) arise out of or as a result of  statements  or  representations  (other than
statements  or   representations   contained  in  the  registration   statement,
prospectus  or sales  literature  for the  Variable  Contracts  not  supplied by
ADVISER or persons under its control) or wrongful  conduct of FUND or ADVISER or
persons under their  control,  with respect to the sale or  distribution  of the
Variable  Contracts or FUND shares;  or 

(c) arise out of any untrue statement or alleged untrue statement of a


<PAGE>
                                       14


material  fact  contained  in a  registration  statement,  prospectus,  or sales
literature  covering  the  Variable  Contracts,  or  any  amendment  thereof  or
supplement  thereto or the  omission  or  alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  if such statement or omission or such alleged statement
or  omission  was made in  reliance  upon  and in  conformity  with  information
furnished to LIFE COMPANY for inclusion therein by or on behalf of FUND; or

(d) arise as a result  of (i) a failure  by FUND to  provide  substantially  the
services and furnish the materials under the terms of this Agreement;  or (ii) a
failure by a Portfolio(s) invested in by the Separate Account to comply with the
diversification  requirements  of Section 817(h) of the Code; or (iii) a failure
by a Portfolio(s) invested in by the Separate Account to qualify as a "regulated
investment company" under Subchapter M of the Code; or

(e) arise out of or result from any material breach of any representation and/or
warranty  made by  ADVISER or FUND in this  Agreement  or arise out of or result
from any other material breach of this Agreement by ADVISER or FUND.

7.5  ADVISER  shall not be liable  under  this  indemnification  provision  with
respect to any losses,  claims,  damages,  liabilities or litigation to which an
Indemnified  Party  would  otherwise  be subject  by reason of such  Indemnified
Party's willful  misfeasance,  bad faith, or gross negligence in the performance
of such  Indemnified  Party's  duties or by reason of such  Indemnified  Party's
reckless disregard of obligations and duties under this Agreement.
7.6  ADVISER  shall not be liable  under  this  indemnification  provision  with
respect to any claim made against an Indemnified  Party unless such  Indemnified
Party shall have notified  ADVISER in writing within a reasonable time after the
summons or other first legal  process  giving  information  of the nature of the
claim  shall  have been  served  upon  such  Indemnified  Party  (or after  such
Indemnified  Party shall have received  notice of such service on any designated
agent),  but  failure  to notify  ADVISER of any such  claim  shall not  relieve
ADVISER from any liability  which it may have to the  Indemnified  Party against
whom such action is brought  otherwise  than on account of this  indemnification
provision.  In case any such action is brought against the Indemnified  Parties,
ADVISER  shall be  entitled  to  participate  at its own  expense in the defense
thereof.  ADVISER  also shall be entitled to assume the  defense  thereof,  with
counsel satisfactory to the party named in the action. After notice from ADVISER
to


<PAGE>
                                       15


such party of ADVISER's election to assume the defense thereof,  the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and ADVISER will not be liable to such party under this  Agreement for any legal
or  other  expenses   subsequently  incurred  by  such  party  independently  in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation.

                         Article VIII. TERM; TERMINATION

8.1 This  Agreement  shall be effective as of the date hereof and shall continue
in force until terminated in accordance with the provisions herein.

8.2  This Agreement shall terminate in accordance with the following provisions:

(a) At the option of LIFE  COMPANY or FUND at any time from the date hereof upon
60 days' notice, unless a shorter time is agreed to by the parties;

(b) At the option of LIFE COMPANY,  if FUND shares are not reasonably  available
to meet  the  requirements  of the  Variable  Contracts  as  determined  by LIFE
COMPANY.  Prompt  notice of election to  terminate  shall be  furnished  by LIFE
COMPANY,  said  termination  to be  effective  ten days after  receipt of notice
unless FUND makes available a sufficient number of shares to reasonably meet the
requirements of the Variable Contracts within said ten-day period;

(c) At the option of LIFE COMPANY,  upon the  institution of formal  proceedings
against FUND by the SEC, the NASD, or any other regulatory body, the expected or
anticipated  ruling,  judgment  or outcome  of which  would,  in LIFE  COMPANY's
reasonable judgment, materially impair FUND's ability to meet and perform FUND's
obligations and duties  hereunder.  Prompt notice of election to terminate shall
be furnished by LIFE COMPANY with said  termination to be effective upon receipt
of notice;

(d) At the option of FUND,  upon the institution of formal  proceedings  against
LIFE COMPANY by the SEC, the NASD, or any other regulatory body, the expected or
anticipated  ruling,  judgment or outcome of which would,  in FUND's  reasonable
judgment,  materially  impair  LIFE  COMPANY's  ability to meet and  perform its
obligations and duties  hereunder.  Prompt notice of election to terminate shall
be  furnished  by FUND with said  termination  to be  


<PAGE>
                                       16


effective  upon receipt of notice;
 
(e) In the event FUND's shares are not registered,  issued or sold in accordance
with  applicable  state or federal  law, or such law  precludes  the use of such
shares as the underlying investment medium of Variable Contracts issued or to be
issued by LIFE  COMPANY.  Termination  shall be effective  upon such  occurrence
without notice;

(f) At the option of FUND if the Variable  Contracts cease to qualify as annuity
contracts or life insurance contracts, as applicable, under the Code, or if FUND
reasonably  believes  that  the  Variable  Contracts  may  fail  to so  qualify.
Termination shall be effective upon receipt of notice by LIFE COMPANY;

(g) At the option of LIFE COMPANY,  upon FUND's breach of any material provision
of this Agreement,  which breach has not been cured to the  satisfaction of LIFE
COMPANY  within ten days after  written  notice of such breach is  delivered  to
FUND;

(h) At the option of FUND, upon LIFE COMPANY's breach of any material  provision
of this Agreement,  which breach has not been cured to the  satisfaction of FUND
within  ten days  after  written  notice  of such  breach is  delivered  to LIFE
COMPANY;
            
(i) At the option of FUND, if the Variable Contracts are not registered,  issued
or sold in accordance  with  applicable  federal  and/or state law.  Termination
shall be effective immediately upon such occurrence without notice;

(j) In the event this Agreement is assigned without the prior written consent of
LIFE COMPANY, FUND, and ADVISER, termination shall be effective immediately upon
such occurrence without notice.

(k) At the option of either  party,  in the event of a  material  irreconcilable
conflict as provided in Article V.

8.3  Notwithstanding  any termination of this Agreement  pursuant to Section 8.2
hereof,  FUND at its option may elect to continue to make  available  additional
FUND shares,  as provided  below,  for so long as FUND  desires  pursuant to the
terms and conditions of this Agreement,  for all Variable Contracts in effect on
the effective date of

<PAGE>
                                       17


termination of this Agreement (hereinafter referred to as "Existing Contracts").
Specifically,  without  limitation,  if FUND so elects to make  additional  FUND
shares  available,  the  owners  of the  Existing  Contracts  or  LIFE  COMPANY,
whichever  shall have legal authority to do so, shall be permitted to reallocate
investments in FUND,  redeem  investments in FUND and/or invest in FUND upon the
payment of additional premiums under the Existing  Contracts.  In the event of a
termination of this Agreement pursuant to Section 8.2 hereof,  FUND and ADVISER,
as promptly as is practicable under the circumstances, shall notify LIFE COMPANY
whether  FUND  elects to  continue  to make FUND  shares  available  after  such
termination.   If  FUND  shares   continue  to  be  made  available  after  such
termination,  the  provisions  of this  Agreement  shall  remain in  effect  and
thereafter  either  FUND or LIFE  COMPANY may  terminate  the  Agreement,  as so
continued  pursuant  to this  Section  8.3,  upon sixty (60) days prior  written
notice to the other party.

8.4  Except  as  necessary  to  implement   Variable  Contract  owner  initiated
transactions,  or as  required  by state  insurance  laws or  regulations,  LIFE
COMPANY shall not redeem the shares  attributable to the Variable  Contracts (as
opposed to the shares attributable to LIFE COMPANY's assets held in the Separate
Accounts),  and LIFE COMPANY  shall not prevent  Variable  Contract  owners from
allocating  payments  to a  Portfolio  that was  otherwise  available  under the
Variable  Contracts  until  thirty (30) days after the LIFE  COMPANY  shall have
notified FUND of its intention to do so.

                               Article IX. NOTICES

Any notice  hereunder  shall be given by  registered  or  certified  mail return
receipt  requested  to the other  party at the  address  of such party set forth
below or at such other  address  as such party may from time to time  specify in
writing to the other party.

               If to FUND:

PBHG Insurance  Series Fund, Inc. 1255 Drummers Lane,  Suite 300 Wayne, PA 19087
Attention: Mr. Brian F. Bereznak

               With a copy to:
 
PBHG Insurance  Series Fund, Inc. 1255 Drummers Lane,  Suite 300 Wayne, PA 19087
Attention: John M. Zerr, Esq.

<PAGE>
                                       18


               If to the ADVISER:
 
PBHG Insurance  Series Fund, Inc. 1255 Drummers Lane,  Suite 300 Wayne, PA 19087
Attention: Mr. Brian F. Bereznak

               With a copy to:
 
PBHG Insurance  Series Fund, Inc. 1255 Drummers Lane,  Suite 300 Wayne, PA 19087
Attention: John M. Zerr, Esq.
 
               If to LIFE COMPANY:

American  United Life Insurance  Company One American  Square  Indianapolis,  IN
46282 Attention: Richard A. Wacker, Esq.

Notice  shall be  deemed  given  on the  date of  receipt  by the  addressee  as
evidenced by the return receipt.

                            Article X. MISCELLANEOUS

10.1 The captions in this  Agreement are included for  convenience  of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.

10.2 This Agreement may be executed  simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.

10.3 If any provision of this Agreement shall be held or made invalid by a court
decision,  statute, rule or otherwise,  the remainder of the Agreement shall not
be affected thereby.

10.4 This  Agreement  shall be construed and the provisions  hereof  interpreted
under and in accordance with the laws of the  Commonwealth of  Pennsylvania.  It
shall

<PAGE>
                                       19


also be subject to the provisions of the federal  securities  laws and the rules
and  regulations  thereunder  and to any  orders of the SEC  granting  exemptive
relief therefrom and the conditions of such orders.

10.5 It is understood and expressly  stipulated that neither the shareholders of
shares of any  Portfolio  nor the Directors or officers of FUND or any Portfolio
shall be  personally  liable  hereunder.  No  Portfolio  shall be liable for the
liabilities of any other Portfolio. All persons dealing with FUND or a Portfolio
must look solely to the property of FUND or that  Portfolio,  respectively,  for
enforcement of any claims against FUND or that Portfolio.  It is also understood
that  each of the  Portfolios  shall be deemed to be  entering  into a  separate
Agreement  with  LIFE  COMPANY  so that it is as if each of the  Portfolios  had
signed a separate  Agreement  with LIFE  COMPANY  and that a single  document is
being signed  simply to  facilitate  the  execution  and  administration  of the
Agreement.

10.6 Each  party  shall  cooperate  with each  other  party and all  appropriate
governmental  authorities  (including  without  limitation the SEC, the NASD and
state insurance regulators) and shall permit such authorities  reasonable access
to its books  and  records  in  connection  with any  investigation  or  inquiry
relating to this Agreement or the transactions contemplated hereby.

10.7 The rights,  remedies  and  obligations  contained  in this  Agreement  are
cumulative and are in addition to any and all rights,  remedies and obligations,
at law or in equity,  which the parties  hereto are  entitled to under state and
federal laws.

10.8 No  provision  of this  Agreement  may be amended or modified in any manner
except by a written agreement properly  authorized and executed by FUND, ADVISER
and the LIFE COMPANY.

<PAGE>
                                       20



IN WITNESS  WHEREOF,  the parties have caused their duly authorized  officers to
execute  this Fund  Participation  Agreement as of the date and year first above
written.


PBHG INSURANCE SERIES FUND, INC.
 
 
By: /s/ Lee T. Cummings          
Name: Lee T. Cummings
Title: Vice President
 
 
 
PILGRIM BAXTER & ASSOCIATES, LTD.
 
 
By: /s/ Eric C. Schneider       
Name: Eric C. Schneider
Title: CFO
 
 
 
AMERICAN UNITED LIFE
INSURANCE COMPANY
 
 
By: /s/ Richard A. Wacker        
Name: Richard A. Wacker 
Title: Associate General Counsel


<PAGE>



                                   Appendix A


PBHG Insurance Series Fund, Inc. - Portfolios*

PBHG Growth II Portfolio

PBHG Technology & Communications Portfolio








*  Expected to begin investment operations on May 1, 1997.






<PAGE>



                                   Appendix B
                   Separate Accounts and Associated Contracts

<TABLE>
<S>                                       <C>                          <C>    


Name of Separate Account and Date           Contracts Funded           
Established by the AUL Exec. Comm.        By Separate Account          Selected Portfolios  
- ----------------------------------        -------------------          ---------------------




AUL American Unit Trust                  Registered 401, 403(b),       Growth II
(established 8/17/89)                    457 & 408 contracts           Technology &
                                                                       Communications


Group Retirement Annuity Separate        Qualified 401 contracts       Growth II
Account I (established 8/17/89)                                        Technology &
                                                                       Communications


Group Retirement Annuity Separate        Qualified 401 contracts       Growth II
Account II (established 8/17/89)                                       Technology &
                                                                       Communications

</TABLE>


<PAGE>
                                       8


                                  EXHIBIT 10(a)

                       Consent of Independent Accountants


Board of Directors
American United Life Insurance Company(R)
Indianapolis, Indiana



We consent to the  incorporation by reference in Post Effective  Amendment No. 5
to the  Registration  Statement of the AUL American  Individual  Unit Trust (the
"Trust") on Form N-4 (File No.  33-79562) of our report dated  January 31, 1997,
on our  audit of the  financial  statements  of the  Trust,  for the year  ended
December 31, 1996 and for the two years in the period then ended which report is
is included in the annual report for the Trust.

We also consent to the inclusion in Part B of the Registration  Statement of our
report dated  February 19, 1997,  on our audits of the  financial  statements of
American United Life Insurance Company(R) (AUL) as of December 31, 1996 and 1995
and for the two years then ended.

We also consent to the reference to our Firm as the independent  accountants for
the Trust and as the independent accountants for AUL.


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



Indianapolis, Indiana

April 30, 1997


                                       10
<PAGE>

                       AUL AMERICAN INDIVIDUAL UNIT TRUST
                                 ANNUAL REPORT
                               DECEMBER 31, 1996


                                    AUL (R)
This report may be used as sales literature only when accompanied or preceded by
effective  prospectuses  of AUL  American  Series  Fund,  Inc.  and AUL American
Individual   Unit  Trust,   which  relate  sales  expense  and  other  pertinent
information.



<PAGE>
                                       1




A Message from 
The Chairman of the Board and President of
AUL American Series Fund, Inc.

To Participants in AUL American Individual Unit Trust


     The U.S. economy  continued its moderate  expansion during 1996.  Investors
began the year fearing that the economic growth rate would  accelerate,  forcing
the Federal Reserve to tighten  monetary  policy.  However,  GDP (gross domestic
product)  grew at a  sustainable  pace  during  the year  while  core  inflation
remained  subdued.  This  seemed to have the  effect of  calming  investors  and
reduced  prospects for monetary  tightening  by the Federal  Reserve in the near
term.

     The stock market  experienced  another  rewarding year in 1996 with the Dow
Jones  Industrial  Average  and the S&P 500  (commonly  quoted  equity  indices)
establishing new highs throughout the year. Throughout 1996, investors continued
to react  positively to the  combination of slow growth and moderate  inflation.
However,  not all stocks had identical  performance.  These major equity indices
were driven by the superior  returns of large  capitalization  growth  companies
while small and medium size companies lagged conspicuously.

     Long  maturity  Treasury  bonds  yielded just below 6% at the  beginning of
1996. By midyear,  however,  investors  were  increasingly  concerned  about the
inflationary  impact  of  rapid  employment  growth  in the U.S.  economy.  Long
maturity Treasury bond yields increased to more than 7%. Although a brief market
rally occurred in the fourth quarter,  year-end intermediate and longer maturity
bond  yields  remained  seventy  to  eighty  basis  points  above  levels at the
beginning of the year.  Because of the move to higher  interest  rates and lower
bond prices in 1996,  bond market  returns were modest,  especially  relative to
stock market returns.

     At the present time,  economists  are expecting  1997 to be another year of
moderate  growth and low inflation.  The Federal  Reserve is expected to stay on
the sidelines until concrete  evidence of excessive  economic growth or weakness
surfaces.  Interest  rates will be highly  dependent  upon the  Federal  Reserve
Bank's reaction to the various indicators of economic growth and inflation.

     Equity investors have now experienced two  back-to-back  years of excellent
stock  performance.  Even after the exuberance of the last two years,  the major
stock  averages  could still post further  gains during 1997,  but the gains are
expected  to be on a  more  modest  scale.  The  market  could  also  experience
increased  volatility as equity  concerns  heighten.  Good bond  performance  is
likely to be highly  dependent  on  investors'  comfort  level  with the pace of
economic growth and continued moderate inflation.

James W. Murphy
Chairman of the Board of Directors and President

Indianapolis, Indiana
January 15, 1997


<PAGE>
                                       2

                      (This page is intentionally blank.)

<PAGE>
                                       3



Report of Independent Accountants
================================================================================


The Contract Owners of 
AUL American Individual Unit Trust and
Board of Directors of
American United Life Insurance Company(R)


     We have  audited the  accompanying  statement of net assets of AUL American
Individual  Unit Trust as of December 31, 1996,  and the related  statements  of
operations  and  changes  in net  assets for each of the two years in the period
then ended.  These financial  statements are the  responsibility  of the Trust's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1996, by correspondence with
the custodian.  An audit also includes assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects, the financial position of AUL American Individual Unit
Trust as of December 31, 1996,  and the results of its operations and changes in
net assets for each of the two years in the period  then  ended,  in  conformity
with generally accepted accounting principles.

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


Indianapolis, Indiana
January 31, 1997 


<PAGE>
                                       4




<TABLE>
<CAPTION>

                                            AUL American Individual Unit Trust
                                                  STATEMENTS OF NET ASSETS
                                                     December 31, 1996

                                                       Series Fund                       Fidelity   
                         -----------------------------------------------------------  -------------
<S>                        <C>          <C>         <C>         <C>         <C>        <C>
                           Equity      Money           Bond      Managed    Tactical   High Income
                                       Market                                Asset               
                         ------------  -----------  ----------  ----------  --------  -------------
Assets:
  Investment at market
     value                 $3,674,588   $2,686,771  $1,945,983  $3,265,685  $979,464   $2,078,002
                           ----------   ----------  ----------  ----------  --------   ----------
Net Assets                 $3,674,588   $2,686,771  $1,945,983  $3,265,685  $979,464   $2,078,002
                           ==========   ==========  ==========  ==========  ========   ==========


Units outstanding             528,267    2,487,983     327,311     499,401   161,866    310,544
                           ==========   ==========   =========   =========   =======   ======== 


Accumulation Unit Values   $     6.96   $     1.08    $   5.94    $   6.54   $  6.05   $   6.69
                           ==========   ==========    ========    ========   =======   ========


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

</TABLE>

<PAGE>
                                       5


<TABLE>
<CAPTION>
                                            AUL American Individual Unit Trust
                                            STATEMENTS OF NET ASSETS (continued)
                                                     December 31, 1996

                                                                Fidelity
                              ---------------------------------------------------------------------------------
<S>                             <C>           <C>         <C>           <C>          <C>            <C>
                                                            Asset        Index        Equity-                 
                                Growth        Overseas     Manager        500         Income       Contrafund
                              ------------   ----------   -----------   ----------   ----------    ------------


Assets:
  Investment at market
     value                      $8,613,807   $1,062,338   $ 5,991,767   $6,723,977   $5,678,892     $6,223,216
                                ----------   ----------   -----------   ----------   ----------     ----------
Net Assets                      $8,613,807   $1,062,338   $ 5,991,767   $6,723,977   $5,678,892     $6,223,216
                                ==========   ==========   ===========   ==========   ==========     ==========  

Units outstanding                1,131,117      178,474       938,555      815,022      842,213        861,471
                                ==========   ==========   ===========   ==========   ==========     ========== 

Accumulation Unit Value         $     7.61    $    5.95   $      6.38   $     8.25   $     6.74     $     7.22
                                ==========    =========   ===========   ==========   ==========     ==========


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

</TABLE>
<PAGE>
                                       6


<TABLE>

<CAPTION>
                                            AUL American Individual Unit Trust
                                            STATEMENTS OF NET ASSETS (continued)
                                                     December 31, 1996
<S>                             <C>          <C>             <C>           <C>           <C>    
                                     
                                          TCI                 Alger         Calvert      T. Rowe Price  
                                --------------------------   ---------   -------------  ---------------
                                TCI           TCI            American       Capital                  
                                Growth       International    Growth      Accumulation  Equity Income
                                ---------   --------------   ---------   -------------  ---------------


Assets:
  Investment at market
     value                     $2,279,864    $ 879,507       $ 8,440,581  $1,332,507   $7,681,960

                               ----------    ---------       -----------  ----------   ----------
Net Assets                     $2 279,864    $ 879,507       $ 8,440,581  $1,332,507   $7,681,960
                               ==========    =========       ===========  ==========   ========== 


Units outstanding                 372,019      145,117         1,256,070     202,261    1,081,376
                               ==========    =========       ===========   =========    =========


Accumulation Unit Value         $    6.13    $    6.06       $      6.72   $    6.59    $    7.10
                                =========    =========       ===========   =========    =========


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


<PAGE>
                                       7


<TABLE>

<CAPTION>
                                    AUL American Individual Unit Trust
                           STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
                             for the years ended December 31, 1996 and 1995

                                                                       Series Fund
                               --------------------------------------------------------------------------------

                                         Equity                     Money Market                Bond
                               -------------------------    -------------------------   -----------------------    
<S>                             <C>          <C>           <C>           <C>           <C>         <C>
                                      1996        1995            1996          1995        1996       1995
                               --------------  ----------   -------------  -----------  ----------  -----------

Operations:
  Dividend income               $    45,758    $ 24,156    $    115,215    $  35,085    $  92,504    $ 14,930
  Mortality & expense
     charges                         29,591       7,143          30,590        8,469       16,617       2,320
                               ------------    --------    ------------    ---------    ---------     -------

  Net Investment Income
   (Expense)                         16,167      17,013          84,625      26,616       75,887      12,610
                               ------------    --------    ------------    --------      -------      ------


Gain (Loss) on Investments:
   Net realized gain (loss)          34,024       3,397            --           --         (2,048)     3,026
   Net change in
       unrealized gain (loss)       344,982      69,299            --           --        (18,274)     9,713
                                 ----------   ---------    -----------     ---------      --------    ------
   Net Gain (Loss)                  379,006      72,696            --           --        (20,322)    12,739
                                 ----------   ---------    -----------     ---------      --------    ------

      Increase (Decrease)
        in Assets from
        Operations                  395,173      89,709          84,625       26,616       55,565     25,349
                                  ---------    --------     -----------     --------       ------     ------

Contract Owner Transactions:
   Proceeds from units sold       2,342,416     869,356      21,617,520   13,858,429    1,594,898    501,910  
   Cost of units redeemed           (66,261)    (35,771)    (20,667,199) (12,862,189)    (186,785)   (45,556)
                                  ---------    --------     -----------   ----------    ----------   --------
      Increase                    2,276,155     833,585         950,321      996,240    1,408,113    456,354
                                  ---------    --------     -----------   ----------    ---------   --------

Net increase                      2,671,328     923,294       1,034,946    1,022,856    1,463,678    481,703
Net Assets, beginning             1,003,260      79,966       1,651,825      628,969      482,305        602
                                  ---------    --------     -----------    ---------    ---------   --------
Net Assets, ending              $ 3,674,588  $1,003,260    $  2,686,771  $ 1,651,825   $1,945,983  $ 482,305
                                ===========  ==========    ============  ===========   ==========   ========

Units sold                          368,904     174,411      20,521,606   13,487,828      277,366     91,041
Units redeemed                      (10,375)    (20,632)    (19,616,253) (12,531,733)      (31,969)   (9,246)
                                -----------  ----------    ------------  -----------   ----------  ---------

Net increase                        358,529     153,779         905,353      956,095      245,397     81,796
Units outstanding, beginning        169,738      15,959       1,582,630      626,535       81,914        119
                                -----------   ---------    ------------   ----------    ---------   --------
Units outstanding, ending           528,267     169,738       2,487,983    1,582,630      327,311     81,914
                                ===========   =========    ============   ==========    =========  =========

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


<PAGE>
                                      8


<TABLE>
<CAPTION>
                                            AUL American Individual Unit Trust
                               STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (continued)
                                      for the years ended December 31, 1996 and 1995

                                                    Series Fund                         Fidelity
                                   -------------------------------------------   -----------------------
                                        Managed                   Tactical            High Income
                                                                    Asset
                                   ---------------------  --------------------   -----------------------
<S>                            <C>           <C>        <C>           <C>        <C>            <C>
                                   1996           1995      1996        1995(1)       1996       1995  
                                  ---------   ----------  ---------   ---------  ----------    --------

Operations:
  Dividend income               $  81,813    $  25,580    $ 28,262    $   1,374    $  69,242    $   7,711
  Mortality & expense
     charges                       25,095        4,163       7,553          104       17,670        4,816
                                ---------    ---------    --------    ---------    ---------   ----------  
  Net Investment Income
   (Expense)                       56,718       21,417      20,709        1,270       51,572        2,895
                                ---------    ---------    --------    ---------    ---------   ----------

Gain (Loss) on Investments:
   Net realized gain (loss)        25,509        5,649       2,694          528       26,834       (1,263)
   Net change in 
       unrealized gain (loss)     159,770       21,145      64,663         (333)      83,401       54,330
                                ---------    ---------    --------    ----------   ---------     --------
   Net Gain (Loss)                185,279       26,794      67,357          195      110,235       53,067
                                ---------    ---------    --------    ---------    ---------     --------

      Increase (Decrease)
         in Assets from
         Operations               241,997       48,211     88,066         1,465      161,807       55,962
                                ---------    ---------    -------     ---------    ---------     --------

Contract Owner Transactions:
   Proceeds from units sold     2,460,594      683,302    824,922        95,934    1,356,038      707,107
   Cost of units redeemed        (142,232)     (29,532)   (29,031)       (1,892)    (178,148)     (85,770)
                                ---------    ---------   ---------     ---------  ----------      -------
      Increase                  2,318,362      653,770    795,891        94,042    1,177,890      621,337
                                ---------    ---------   ---------     ---------  ----------      -------

Net increase                    2,560,359      701,981    883,957        95,507    1,339,697      677,299
Net Assets, beginning             705,326        3,345     95,507           ---      738,305       61,006 
                                ---------     --------   --------      --------   ----------      -------
Net Assets, ending             $3,265,685    $ 705,326  $ 979,464     $  95,507  $ 2,078,002    $ 738,305

Units sold                        403,449      123,620    150,337        18,390      214,596      128,372
Units redeemed                    (23,140)      (5,193)    (6,501)         (360)     (28,308)     (16,345)
                               ----------     --------   --------      ---------  -----------    --------

Net increase                      380,309      118,427    143,836        18,030      186,288      112,027
Units outstanding, beginning      119,092          665     18,030           ---      124,256       12,229
                               ----------     --------   --------      --------   ----------     --------
Units outstanding, ending         499,401      119,092    161,866        18,030      310,544      124,256
                               ==========     ========   ========      ========   ==========      =======
<FN>
(1) for the period from July 31, 1995 through December 31, 1995
</FN>

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




<PAGE>
                                       9


<TABLE>

<CAPTION>
                                            AUL American Individual Unit Trust
                               STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (continued)
                                      for the years ended December 31, 1996 and 1995

                                                               Fidelity
                                 -------------------------------------------------------------------------------
                                           Growth                    Overseas                Asset Manager
                                 -----------------------    ----------------------     -------------------------
<S>                             <C>           <C>         <C>           <C>         <C>            <C> 
                                     1996          1995         1996        1995          1996           1995
                                 ----------     ---------   ----------  ----------     -----------     ---------  

Operations:
  Dividend income               $   206,470    $   1,308   $   9,445    $     920   $    98,943    $      8,652
  Mortality & expense
     charges                         71,907       14,630       9,283        3,218        44,655          10,713
                                -----------    ---------   ---------    ---------   -----------    ------------
  Net Investment Income
   (Expense)                        134,563      (13,322)        162       (2,298)       54,288          (2,061)
                                -----------    ---------   ---------    ---------   -----------    ------------
                                                                                                       

Gain (Loss) on Investments:
   Net realized gain (loss)         211,891       30,318      19,409        6,731        58,343          14,205
   Net change in
       unrealized gain (loss)       311,416      196,926      62,848       24,775       390,495         127,044
                                -----------   ----------   ---------   ----------   -----------    ------------
                                                                                                            
   Net Gain (loss)                  523,307      227,244      82,257       31,506       448,838         141,249
                                -----------   ----------   ---------   ----------   -----------    ------------ 


      Increase (Decrease)
         in Assets from
         Operations                 657,870      213,922     82,419         29,208      503,126         139,188
                                -----------   ----------   --------    -----------  -----------    ------------

Contract Owner Transactions:
   Proceeds from units sold       5,798,270    2,492,131     716,922       445,508     4,311,179      1,440,553
   Cost of units redeemed          (415,375)    (220,014)    (91,954)     (135,679)     (212,023)      (261,952)
                                -----------   ----------   ---------   -----------  ------------   ------------
      Increase                    5,382,895    2,272,117     624,968       309,829    4,099,156       1,178,601
                                -----------   ----------   ---------   ------------ ------------   ------------

Net increase                      6,040,765    2,486,039     707,387       339,037    4,602,282       1,317,789
Net Assets, beginning             2,573,042       87,003     354,951        15,914    1,389,485          71,696
                                -----------    ---------   ---------   -----------  -----------     -----------
Net Assets, ending              $ 8,613,807   $2,573,042  $1,062,338    $  354,951  $ 5,991,767    $  1,389,485
                                ===========   ==========  ==========   ===========  ===========    ============


Units sold                          805,777     404,210      128,049        90,444      727,908         286,115
Units redeemed                      (57,408)    (38,766)     (16,250)      (27,007)     (35,685)        (54,465)
                                -----------   ---------    ---------    ----------   ----------     -----------

Net increase                        748,369     365,444      111,799        63,437      692,223         231,650
Units outstanding, beginning        382,748      17,304       66,675         3,238      246,332          14,682
                                -----------   ---------    ---------    ----------   ----------     -----------
Units outstanding, ending         1,131,117     382,748      178,474        66,675      938,555         246,332
                                ===========   =========    =========    ==========    =========     ===========

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








<TABLE>

<PAGE>
                                      10


<CAPTION>

                                            AUL American Individual Unit Trust
                                     STATEMENTS OF OPERATIONS AND CHANGES NET IN ASSETS
                                      for the years ended December 31, 1996 and 1995

                                                                  Fidelity           
                                   --------------------------------------------------------------------------
                                      Index 500               Equity-Income               Contrafund          
                                                       
                                   ----------------        ----------------------   -------------------------
<S>                           <C>            <C>        <C>           <C>         <C>             <C> 
                                    1996        1995         1996       1995(2)         1996        1995(2)
                                   -------     -------      --------   -----------   ----------    ----------

Operations:
  Dividend income               $  45,109     $    852   $  59,196    $   7,398    $  10,399    $     8,934
  Mortality & expense
     charges                       45,637        3,923      44,959        3,129       43,120          2,719
                                ---------     --------   ---------    ---------    ---------    -----------
  Net Investment Income
   (Expense)                          472       (3,071)     14,237        4,269      (32,721)         6,215
                                ---------      -------   ---------    ---------    -----------   ----------

Gain (Loss) on Investments:
   Net realized gain (loss)       122,509        5,555      38,790        3,381       80,913          1,068
   Net change in 
       unrealized gain (loss)     638,522       79,090     396,053       56,632      666,789         24,117
                               ----------      -------   ---------    ---------    ---------       --------

   Net Gain (Loss)                761,031       84,645     434,843       60,013      747,702         25,185
                               ----------      -------   ---------    ---------    ---------       --------

      Increase (Decrease)
        in Assets from
        Operations                761,503       81,574     449,080       64,282      714,981         31,400
                               ----------      -------   ---------    ---------    ---------       --------


Contract Owner Transactions:
   Proceeds from units sold     5,347,903      833,980   4,547,863      935,579    4,960,020        708,239
   Cost of units redeemed        (272,289)     (28,795)   (287,406)     (30,506)    (186,380)        (5,044)
                               ----------     --------   ---------    ---------    ---------        -------
      Increase                  5,075,614      805,185   4,260,457      905,073    4,773,640        703,195
                               ----------     --------   ---------    ---------    ---------        -------

Net increase                    5,837,117      886,759   4,709,537      969,355    5,488,621        734,595
Net Assets, beginning             886,860          101     969,355         --        734,595            --
                               ----------     --------   ---------    ---------    ---------        -------
Net Assets, ending            $ 6,723,977    $ 886,860  $5,678,892    $ 969,355   $6,223,216      $ 734,595
                              ===========    =========  ==========    =========   ==========      =========


Units sold                        721,534      134,987     725,735      167,566      767,503        122,672
Units redeemed                    (36,902)      (4,617)    (45,774)      (5,314)     (27,857)          (847)
                              -----------     --------  ----------    ----------   ---------     ----------

Net increase                      684,632      130,370     679,961      162,252      739,646        121,825
Units outstanding, beginning      130,390           20     162,252         --        121,825            ---
                              -----------     --------  ----------    ---------    ---------      ---------
Units outstanding, ending         815,022      130,390     842,213      162,252      861,471        121,825
                              ===========     ========  ==========    =========    =========      =========
<FN>
(2) for the period from April 28, 1995 through December 31, 1995
</FN>
                         The accompanying notes are an integral part of the financial statements.
</TABLE>




<TABLE>


<PAGE>
                                       11


<CAPTION>
                                            AUL American Individual Unit Trust
                               STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (continued)
                                     for the years ended December 31, 1996 and 1995
      

                                                       TCI                                  ALGER                           
                                   ----------------------------------------------   -------------------------
                                      TCI Growth              TCI International          American Growth      
                                   -------------------     ----------------------   ------------------------ 

<S>                           <C>            <C>        <C>           <C>         <C>           <C> 
                                    1996        1995         1996         1995          1996        1995(2)
                                   -------     -------      --------   -----------   ----------    ----------

Operations:
  Dividend income               $ 138,502     $     35    $ 13,386    $    ----    $ 131,042        $     1
  Mortality & expense
     charges                       21,010        5,495       7,924        2,961       64,041          3,743
                                ---------     --------   ---------    ---------    ---------    -----------
  Net Investment Income
   (Expense)                      117,492       (5,460)      5,462       (2,961)      67,001         (3,742)
                                ---------      -------   ---------    ---------    -----------   ----------

Gain (Loss) on Investments:
   Net realized gain (loss)        29,651        8,559      14,675        4,225       57,997          5,210
   Net change in 
       unrealized gain (loss)    (267,775)      84,124      65,251       33,996      429,314          8,939
                               ----------      -------   ---------    ---------    ---------       --------

   Net Gain (Loss)               (238,124)      92,683      79,926       38,221      487,311         14,149
                               ----------      -------   ---------    ---------    ---------       --------

      Increase (Decrease)
        in Assets from
        Operations               (120,632)      87,223      85,388       35,260      554,312         10,407
                               ----------      -------   ---------    ---------    ---------       --------


Contract Owner Transactions:
   Proceeds from units sold     1,732,790      798,976     433,643      395,275    7,105,908      1,260,890
   Cost of units redeemed        (164,269)     (68,299)    (37,857)     (36,226)    (469,736)       (21,200)
                               ----------     --------   ---------    ---------    ---------        -------
      Increase                  1,568,521      730,677     395,786      359,049    6,636,172      1,239,690
                               ----------     --------   ---------    ---------    ---------        -------

Net increase                    1,447,889      817,900     481,174      394,309    7,190,484      1,250,097
Net Assets, beginning             831,975       14,075     398,333        4,024    1,250,097            --
                               ----------     --------   ---------    ---------    ---------        -------
Net Assets, ending            $ 2,279,864    $ 831,975  $  879,507    $ 398,333   $8,440,581    $ 1,250,097
                              ===========    =========  ==========    =========   ==========     ==========


Units sold                        268,925      137,785      77,615       80,369    1,122,887        211,706
Units redeemed                    (25,176)     (12,325)     (6,759)      (6,939)     (75,053)        (3,470)
                              -----------     --------  ----------    ----------   ---------     ----------

Net increase                      243,749      125,460      70,856       73,430    1,047,834        208,236
Units outstanding, beginning      128,270        2,810      74,261          831      208,236            ---
                              -----------     --------  ----------    ---------    ---------      ---------
Units outstanding, ending         372,019      128,270     145,117       74,261    1,256,070        208,236
                              ===========     ========  ==========    =========    =========      =========

<FN>

(2) for the period from April 28, 1995 through December 31, 1995.

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

<PAGE>
                                       12


<TABLE>

<CAPTION>

                       AUL American Individual Unit Trust
         STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (continued)
                 for the years ended December 31, 1996 and 1995
      

<S>                                <C>                     <C>                          
                                        Calvert                 T.Rowe Price    
                                   ---------------------   ---------------------
                                    Capital Accumulation      Equity Income     
                                   ---------------------   ---------------------


                                <C>          <C>         <C>          <C>     
                                    1996        1995(2)       1996       1995(2)
                                   -------      -------      --------   --------

Operations:
  Dividend income               $   2,162     $  7,823   $ 175,556    $  14,875 
  Mortality & expense
     charges                        8,980          570      51,751        3,528 
                                ---------     --------   ---------    --------- 
  Net Investment Income
   (Expense)                       (6,818)       7,253     123,805       11,347 
                                ---------      -------   ---------    --------- 

Gain (Loss) on Investments:
   Net realized gain (loss)         8,363          190     124,056        4,723 
   Net change in 
       unrealized gain (loss)      44,730         (267)    515,833       68,278 
                               ----------      -------   ---------    --------- 

   Net Gain (Loss)                 53,093          (77)    639,889       73,001 
                               ----------      -------   ---------    --------- 

      Increase (Decrease)
        in Assets from
        Operations                 46,275        7,176     763,694       84,348 
                               ----------      -------   ---------     -------- 


Contract Owner Transactions:
   Proceeds from units sold     1,178,357      142,896   6,202,566      931,503 
   Cost of units redeemed         (41,758)        (439)   (265,100)     (35,051)
                               ----------     --------   ---------    --------- 
      Increase                  1,136,599      142,457   5,937,466      896,452 
                               ----------     --------   ---------    --------- 

Net increase                    1,182,874      149,633   6,701,160      980,800  
Net Assets, beginning             149,633          ---     980,800          --- 
                               ----------     --------   ---------    --------- 
Net Assets, ending            $ 1,332,507    $ 149,633  $7,681,960    $ 980,800 
                              ===========    =========  ==========    ========= 


Units sold                        184,348       24,163     958,454      169,153 
Units redeemed                     (6,178)         (72)    (40,121)      (6,110 
                              -----------     --------  ----------    --------- 

Net increase                      178,170       24,091     918,333      163,043 
Units outstanding, beginning       24,091          ---     163,043              
                              -----------     --------  ----------    --------- 
Units outstanding, ending         202,261       24,091   1,081,376      163,043 
                              ===========     ========  ==========    ========= 
<FN>


(2) for the period from April 28, 1995 through December 31, 1995.

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



<PAGE>
                                       13




                         NOTES TO FINANCIAL STATEMENTS

1.      Summary of Significant Accounting Policies

     The AUL American  Individual Unit Trust (Variable  Account) was established
by American  United Life  Insurance  Company(R)  (AUL) on April 14, 1994,  under
procedures  established  by Indiana law and is registered  as a unit  investment
trust under the Investment Company Act of 1940, as amended. The Variable Account
is a segregated  investment  account for individual  annuity contracts issued by
AUL and invests  exclusively in shares of mutual fund portfolios  offered by the
AUL American Series Fund, Inc. (Series Fund), Fidelity  Investments(R)  Variable
Insurance  Products Fund and Variable  Insurance  Products  Fund II  (Fidelity),
TCI Portfolios, Inc. (TCI),  Alger  American  Fund (Alger),  Calvert  Group(R)
(Calvert), and T. Rowe Price. 

SECURITY VALUATION TRANSACTIONS AND RELATED INCOME
The market value of  investments  is based on the closing bid prices at December
31,  1996.  Investment  transactions  are  accounted  for on the trade  date and
dividend income is recorded on the ex-dividend date. 

MORTALITY AND EXPENSE RISKS CHARGES
AUL deducts a daily charge as  compensation  for the mortality and expense risks
assumed by AUL.  The charge is equal on an annual  basis to 1.25% of the average
daily net assets of each investment  account.  AUL guarantees that the mortality
and expense  charge shall not increase.  The charges  incurred  during the years
ended December 31, 1996 and 1995 were $539,383 and $81,649, respectively.

TAXES
Operations  of the  Variable  Account  are  part of,  and are  taxed  with,  the
operations  of AUL,  which is  taxed as a "life  insurance  company"  under  the
Internal Revenue Code. Under current law, investment income,  including realized
and unrealized capital gains of the investment accounts,  is not taxed to AUL to
the extent it is applied to increase reserves under the contracts.  The Variable
Account has not been  charged for federal and state income taxes since none have
been imposed.

ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

2.      Account Charges

     AUL may  assess a premium  tax  charge  based on  premium  taxes  incurred.
Premium taxes  currently range between 0% and 3.5%, but are subject to change by
governmental entities.

AUL  deducts an annual  administrative  charge from each  contract  equal to the
lesser of 2% of the contract value or $30. The fee is assessed every year on the
contract  anniversary date during the  accumulation  period but is waived if the
contract  value exceeds  $50,000 on the contract  anniversary  date. The charges
incurred  during the years ended  December  31,  1996 and 1995 were  $21,722 and
$729, respectively.

AUL may  assess a  withdrawal  charge  on  withdrawals  that  exceed  12% of the
contract  value at the time of the first  withdrawal  in a  contract  year.  The
amount of the charge  depends  upon the type of contract  and the length of time
the contract has existed, as follows:
<TABLE>
<CAPTION>
           Flexible Premium Contract            One Year Flexible Premium Contract
        ---------------------------------       ----------------------------------     
        Contract Year   Withdrawal Charge       Contract Year   Withdrawal Charge
        -------------   -----------------       -------------   ------------------  
        <S>            <C>                      <C>             <C>
        1              10%                      1               7%
        2               9%                      2               6%
        3               8%                      3               5%
        4               7%                      4               4%
        5               6%                      5               3%
        6               5%                      6               2%
        7               4%                      7               1%
        8               3%                      8               0%
        9               2%
        10              1%
        11              0%

The  aggregate  withdrawal  charges will not exceed 8.5% of the total  premiums
paid on a Flexible  Premium  Contract or 8% of the total  premiums paid on a One
Year Flexible Premium Contract.
 
<PAGE>
                                       14


                   NOTES TO FINANCIAL STATEMENTS (continued)
</TABLE>

3.   Accumulation Unit Value 
     The  change in the  Accumulation  Unit  Value  per unit for the year  ended
      December 31, 1996, is:

<TABLE>

<S>                   <C>               <C>                            <C>
                        12/31/96              12/31/95               Change
                     ---------------       ----------------       --------------


Series Fund:
  Equity              $ 6.955832        $       5.910622                17.7%
  Money Market          1.079623                1.044437                 3.4%
  Bond                  5.944584                5.887919                 1.0%
  Managed               6.538610                5.922513                10.4%
  Tactical Asset        6.050897                5.297110                14.2%

Fidelity:
  High Income           6.690998                5.941506                12.6%
  Growth                7.614970                6.722540                13.3%
  Overseas              5.951929                5.323589                11.8%
  Asset Manager         6.383686                5.640705                13.2%
  Index 500             8.249673                6.801594                21.3%
  Equity Income         6.742581                5.974362                12.9%
  Contrafund            7.223554                6.029929                19.8%

TCI:
  TCI Growth            6.128474                6.486115                -5.5%
  TCI International     6.060122                5.363969                13.0%

Alger:
  American Growth       6.719732                6.003257                11.9%

Calvert:
  Capital Accumulation  6.587155                6.211190                 6.1%

T. Rowe Price:
  Equity Income         7.104109                6.015571                18.1%  
</TABLE>


4.   Cost of Investments
     The Cost of investments at December 31, 1996 is:
<TABLE>
      <S>                   <C>            
      Series Fund:
        Equity              $     3,262,899
        Money Market              2,686,771
        Bond                      1,954,554
        Managed                   3,084,840
        Tactical Asset              915,133
      Fidelity:
        High Income               1,939,992
        Growth                    8,104,518
        Overseas                    974,604
        Asset Manager             5,474,190
        Index 500                 6,006,364
        Equity-Income             5,226,206
        Contrafund                5,532,309
      TCI:
        TCI Growth                2,463,473
        TCI International           780,238
      Alger:
        American Growth           8,002,328
      Calvert:
        Capital Accumulation      1,288,044
      T. Rowe Price:
        Equity Income             7,097,849
</TABLE>
<PAGE>
                                       15


5.   Net Assets
     Net Assets at December 31, 1996, are:
<TABLE>
<CAPTION>
                                                               Series Fund                               
                                  -----------------------------------------------------------------------
<S>                                 <C>            <C>            <C>          <C>           <C>         
                                                       Money                                   Tactical  
                                        Equity         Market          Bond        Managed       Asset   
                                  --------------  --------------  -----------  -----------  -------------
Proceeds from units sold            $ 3,290,709    $ 36,104,918   $2,097,410   $3,147,230    $920,856    
Cost of units redeemed                 (102,032)    (33,529,388)    (232,341)    (171,764)    (30,923)   
Net investment income                    36,801         111,241       88,506       78,215      21,978    
Net realized gain                        37,421               0          979       31,159       3,222    
Unrealized gain (loss)
  on investments                        411,689               0       (8,571)     180,845      64,331    
                                    -----------     -----------   ----------   ----------   ---------    
                                    $ 3,674,588    $  2,686,771 $  1,945,983   $3,265,685    $979,464    
                                   ============    ============ ============   ==========   =========    



                                                               Fidelity                                  
                                  -----------------------------------------------------------------------
<S>                                 <C>            <C>            <C>          <C>         <C>           
                                                                                   Asset                 
                                   High Income        Growth        Overseas      Manager    Index 500   
                                  --------------  --------------  -----------  -----------  -------------
Proceeds from units sold            $ 2,123,887    $  8,376,476   $1,178,236   $5,823,409  $6,181,984    
Cost of units redeemed                 (263,918)       (635,390)    (227,632)    (473,975)   (301,084)   
Net investment income                    54,451         121,222       (2,140)      52,209      (2,598)   
Net realized gain                        25,572         242,210       26,140       72,547     128,062    
Unrealized gain (loss)
  on investments                        138,010         509,289       87,734      517,577     717,613    
                                    -----------     -----------   ----------   ----------   ---------    
                                    $ 2,078,002    $  8,613,807 $  1,062,338   $5,991,767  $6,723,977    
                                   ============    ============ ============   ==========   =========    




                                            Fidelity                          TCI                 ALGER    
                                  ----------------------------   ---------------------------  -------------
<S>                                 <C>            <C>            <C>          <C>           <C>          
                                                                                   TCI                     
                                   Equity Income    Contrafund     TCI Growth  International   Index 500   
                                  --------------  --------------  -----------  -------------  -------------
Proceeds from units sold            $ 5,483,440    $  5,668,258   $2,545,802   $  832,923    $8,366,800    
Cost of units redeemed                 (317,911)       (191,424)    (232,568)     (74,083)     (490,936)   
Net investment income                    18,505         (26,506)     112,029        2,499        63,257    
Net realized gain                        42,172          81,981       38,210       18,899        63,207    
Unrealized gain (loss)
  on investments                        452,686         690,907     (183,609)      99,269       438,253    
                                    -----------     -----------   ----------   ----------     ---------
                                    $ 5,678,892    $  6,223,216 $  2,279,864   $  879,507    $8,440,581    
                                   ============    ============ ============   ==========     =========  


                                   Calvert       T.Rowe Price    
                                  -------------  -------------   
<S>                                 <C>            <C>           
                                     Capital                       
                                   Accumulation   Equity Income
                                  --------------  -------------- 
Proceeds from units sold            $ 1,321,252    $  7,134,070  
Cost of units redeemed                  (42,197)       (300,152)  
Net investment income                       435         135,152  
Net realized gain                         8,554         128,779  
Unrealized gain (loss)
  on investments                         44,463         584,111  
                                    -----------     ----------- 
                                    $ 1,332,507    $  7,681,960
                                   ============    ============   

</TABLE>
<PAGE>

                                   EXHIBIT 11







                  ANNUAL REPORT OF AUL AMERICAN INDIVIDUAL UNIT

                  TRUST FOR THE PERIOD ENDED DECEMBER 31, 1995




                                       11
<PAGE>


Report of Independent Accountants





The Contract Owners and
Board of Directors
American United Life Insurance Company


We have  audited  the  accompanying  statement  of net  assets  of AUL  American
Individual  Unit Trust as of December 31, 1995,  and the related  statements  of
operations  and changes in net assets for the year ended  December  31, 1995 and
for the period from November 21, 1994 through December 31, 1994. These financial
statements are the responsibility of the Trust's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  Our procedures  included  confirmation of securities  owned as of
December 31, 1995,  by  correspondence  with the  custodian.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of AUL American  Individual Unit
Trust as of December 31, 1995,  and the results of its operations and changes in
net assets for the year ended December 31, 1995 and for the period from November
21, 1994 through  December 31,  1994,  in  conformity  with  generally  accepted
accounting principles.


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


Indianapolis, Indiana
January 27, 1996


                                       12
<PAGE>
<TABLE>
<CAPTION>

                                            AUL American Individual Unit Trust
                                                  STATEMENT OF NET ASSETS
                                                     December 31, 1995
                                                       Series Fund                  Fidelity
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
<S>                        <C>          <C>          <C>        <C>        <C>       <C>
                                       Money                             Tactical              
                           Equity      Market         Bond     Managed     Asset    High Income
                           ------      ------         ----     -------     -----    -----------
 
Assets:
  Investment at market
     value                 $1,003,260   $1,651,825   $482,305   $705,326   $95,507   $738,305



Net Assets                 $1,003,260   $1,651,825   $482,305   $705,326   $95,507   $738,305



Units outstanding             169,738    1,582,630     81,914    119,092    18,030    124,256



Net Asset Value per unit   $     5.91   $     1.04   $   5.89   $   5.92   $  5.30   $   5.94



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

</TABLE>

                                       13
<PAGE>
<TABLE>
<CAPTION>
                                            AUL American Individual Unit Trust
                                            STATEMENT OF NET ASSETS (continued)
                                                     December 31, 1995

                                                                Fidelity
- ---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>         <C>            <C>        <C>          <C>
                                                            Asset        Index        Equity-
                                Growth        Overseas     Manager        500         Income     Contrafund
                                ------        --------     -------        ---         ------     ----------




Assets:
  Investment at market
     value                      $2,573,042    $ 354,951   $ 1,389,485    $ 886,860  $ 969,355     $  734,595



Net Assets                      $2,573,042    $ 354,951   $ 1,389,485    $ 886,860  $ 969,355     $  734,595



Units outstanding                  382,748       66,675       246,332      130,390    162,252        121,825



Net Asset Value per unit        $     6.72    $    5.32   $      5.64    $    6.80  $    5.97     $     6.03
 


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

</TABLE>

                                       14
<PAGE>
<TABLE>

<CAPTION>
                                            AUL American Individual Unit Trust
                                            STATEMENT OF NET ASSETS (continued)
                                                     December 31, 1995
<S>                             <C>          <C>             <C>          <C>          <C>    
                                                              Alger         Calvert
                                TCI           TCI            American       Capital     T. Rowe Price
                                Growth       International    Growth      Accumulation  Equity Income
                                ------       -------------    ------      ------------  -------------


Assets:
  Investment at market
     value                      $ 831,975    $ 398,333       $ 1,250,097  $ 149,633    $ 980,800


 
Net Assets                      $ 831,975    $ 398,333       $ 1,250,097  $ 149,633    $ 980,800
 


Units outstanding                 128,270       74,261           208,236     24,091      163,043
 


Net Asset Value per unit        $    6.49    $    5.36       $      6.00  $    6.21    $    6.02
 


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


                                       15
<PAGE>
<TABLE>

<CAPTION>
                                            AUL American Individual Unit Trust
                                     STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
             for the year ended December 31, 1995 and period from November 21, 1994 through December 31, 1994

                                                               Series Fund
- ---------------------------------------------------------------------------------------------------------------------------

                                         Equity                     Money Market                Bond
<S>                             <C>            <C>         <C>            <C>           <C>           <C>
                                      1995        1994            1995          1994        1995       1994
                                      ----        ----            ----          ----        ----       ----


Operations:
  Dividend income               $    24,156    $  3,643    $     35,085    $   1,014    $  14,930    $  10
  Mortality & expense
     charges                          7,143          21           8,469          254        2,320       --

  Net Investment Income
   (Expense)                         17,013       3,622          26,616          760       12,610       10



Gain on Investments:
   Net realized gain (loss)           3,397        --              --           --          3,026       --
   Net unrealized gain (loss)        69,299      (2,592)           --           --          9,713       (9)

   Net Gain (Loss)                   72,696      (2,592)           --           --         12,739       (9)



      Increase                       89,709       1,030          26,616          760       25,349        1



Contract Owner Transactions:
   Proceeds from units sold         869,356      78,936      13,858,429      962,176      501,910      601
   Cost of units redeemed           (35,771)       --       (12,862,189)    (333,967)     (45,556)     --

      Increase                      833,585      78,936         996,240      628,209      456,354      601


Net increase                        923,294      79,966       1,022,856      628,969      481,703      602
Net Assets, beginning                79,966        --           628,969         --            602     --

Net Assets, ending              $ 1,003,260    $ 79,966    $  1,651,825    $ 628,969    $ 482,305    $ 602



Units sold                          174,411      15,959      13,487,828      959,389       91,041      119
Units redeemed                      (20,632)       --       (12,531,733)    (332,854)      (9,246)


Net increase                        153,779      15,959         956,095      626,535       81,796      119
Units outstanding, beginning         15,959        --           626,535         --            119     --

Units outstanding, ending           169,738      15,959       1,582,630      626,535       81,914      119

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


                                       16
<PAGE>
<TABLE>
<CAPTION>
                                            AUL American Individual Unit Trust
                               STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS (continued)
             for the year ended December 31, 1995 and period from November 21, 1994 through December 31, 1994

                                           Series Fund                      Fidelity
                                           -----------                      --------
                                                           Tactical          High 
                                        Managed              Asset          Income   
                                        -------              -----          ------   
<S>                             <C>          <C>        <C>        <C>           <C>
                                   1995           1994      1995(1)     1995          1994
                                   ----           ----      -------     ----          ----



Operations:
  Dividend income               $  25,580    $    81    $  1,374    $   7,711    $   --
  Mortality & expense
     charges                        4,163       --           104        4,816          15

  Net Investment Income
   (Expense)                       21,417         81       1,270        2,895         (15)



Gain on Investments:
   Net realized gain (loss)         5,649       --           528       (1,263)
   Net unrealized gain (loss)      21,145        (70)       (333)      54,330         278

   Net Gain (Loss)                 26,794        (70)        195       53,067         278



      Increase                     48,211         11       1,465       55,962         263



Contract Owner Transactions:
   Proceeds from units sold       683,302      3,334      95,934      707,107      60,743
   Cost of units redeemed         (29,532)      --        (1,892)     (85,770)       --

      Increase                    653,770      3,334      94,042      621,337      60,743


Net increase                      701,981      3,345      95,507      677,299      61,006
Net Assets, beginning               3,345       --          --         61,006        --

Net Assets, ending              $ 705,326    $ 3,345    $ 95,507    $ 738,305    $  1,006

Units sold                        123,620        665      18,390      128,372      12,229
Units redeemed                     (5,193)      --          (360)     (16,345)       --


Net increase                      118,427        665      18,030      112,027      12,229
Units outstanding, beginning          665       --          --         12,229        --

Units outstanding, ending         119,092        665      18,030      124,256      12,229

<FN>
(1) for the period from July 31, 1995 through December 31, 1995
</FN>

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




                                       17
<PAGE>
<TABLE>

<CAPTION>
                                            AUL American Individual Unit Trust
                               STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS (continued)
             for the year ended December 31, 1995 and period from November 21, 1994 through December 31, 1994
                                                                Fidelity


                                           Growth                    Overseas                Asset Manager
<S>                            <C>            <C>          <C>         <C>         <C>            <C> 
                                     1995          1994         1995        1994          1995           1994
 


Operations:
  Dividend income               $     1,308    $   --      $     920    $   --      $     8,652    $   --
  Mortality & expense
     charges                         14,630          18        3,218           4         10,713          16

  Net Investment Income
   (Expense)                        (13,322)        (18)      (2,298)         (4)        (2,061)
                                                                                                        (16)



Gain on Investments:
   Net realized gain (loss)          30,318        --          6,731        --           14,205        --
   Net unrealized gain (loss)       196,926         946       24,775         111        127,044
                                                                                                         37

   Net Gain (loss)                  227,244         946       31,506         111        141,249
                                                                                                         37



      Increase                      213,922         928       29,208         107        139,188          21



Contract Owner Transactions:
   Proceeds from units sold       2,492,131      86,075      445,508      15,807      1,440,553      71,675
   Cost of units redeemed          (220,014)       --       (135,679)       --         (261,952)       --

      Increase                    2,272,117      86,075      309,829      15,807      1,178,601      71,675


Net increase                      2,486,039      87,003      339,037      15,914      1,317,789      71,696
Net Assets, beginning                87,003        --         15,914        --           71,696        --

Net Assets, ending              $ 2,573,042    $ 87,003    $ 354,951    $ 15,914    $ 1,389,485    $ 71,696



Units sold                          404,210      17,304       90,444       3,238        286,115      14,682
Units redeemed                      (38,766)       --        (27,007)       --          (54,465)       --


Net increase                        365,444      17,304       63,437       3,238        231,650      14,682
Units outstanding, beginning         17,304        --          3,238        --           14,682        --

Units outstanding, ending           382,748      17,304       66,675       3,238        246,332      14,682

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


                                       18
<PAGE>
<TABLE>

<CAPTION>

                                            AUL American Individual Unit Trust
                                     STATEMENT OF OPERATIONS AND CHANGES NET IN ASSETS
             for the year ended December 31, 1995 and period from November 21, 1994 through December 31, 1994

                                                 Fidelity                               TCI
                                      Index 500        Equity-   Contrafund            Growth
                                                       Income

<S>                             <C>         <C>     <C>          <C>         <C>          <C> 
                                    1995     1994       1995(2)    1995(2)         1995        1994
 


Operations:
  Dividend income               $     852    $--    $   7,398    $   8,934    $      35    $   --
  Mortality & expense
     charges                        3,923     --        3,129        2,719        5,495           3

  Net Investment Income
   (Expense)                       (3,071)    --        4,269        6,215       (5,460)
                                                                                                 (3)

Gain on Investments:
   Net realized gain (loss)         5,555     --        3,381        1,068        8,559        --
   Net unrealized gain (loss)      79,090       1      56,632       24,117       84,124
                                                                                                 42

   Net Gain (Loss)                 84,645       1      60,013       25,185       92,683
                                                                                                 42


      Increase                     81,574       1      64,282       31,400       87,223          39



Contract Owner Transactions:
   Proceeds from units sold       833,980     100     935,579      708,239      798,976
                                                                                             14,036
   Cost of units redeemed         (28,795)    --      (30,506)      (5,044)     (68,299)       --

      Increase                    805,185     100     905,073      703,195      730,677      14,036


Net increase                      886,759     101     969,355      734,595      817,900      14,075
Net Assets, beginning                 101     --         --           --         14,075        --

Net Assets, ending              $ 886,860    $101   $ 969,355    $ 734,595    $ 831,975    $ 14,075



Units sold                        134,987      20     167,566      122,672      137,785       2,810
Units redeemed                     (4,617)    --       (5,314)        (847)     (12,325)       --


Net increase                      130,370      20     162,252      121,825      125,460       2,810
Units outstanding, beginning           20     --         --           --          2,810        --

Units outstanding, ending         130,390      20     162,252      121,825      128,270       2,810

<FN>
(2) for the period from April 28, 1995 through December 31, 1995
</FN>
                         The accompanying notes are an integral part of the financial statements.
</TABLE>


                                       19
<PAGE>
<TABLE>

<CAPTION>
                                            AUL American Individual Unit Trust
                               STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS (continued)
             for the year ended December 31, 1995 and period from November 21, 1994 through December 31, 1994
      
                                                          Alger       Calvert 
                                       TCI               American     Capital     T.Rowe Price
                                   International          Growth    Accumulation  Equity Income
 
<S>                             <C>         <C>       <C>           <C>          <C>    
                                    1995     1994          1995(2)      1995(2)      1995(2)
 

Operations:
  Dividend income               $    --      $ --     $         1    $   7,823    $  14,875
  Mortality & expense
     charges                        2,961      --           3,743          570        3,528

  Net Investment Income
   (Expense)                       (2,961)     --          (3,742)       7,253       11,347



Gain on Investments:
   Net realized gain (loss)         4,225      --           5,210          190        4,723
   Net unrealized gain (loss)      33,996        21         8,939         (267)      68,278

   Net Gain (Loss)                 38,221        21        14,149          (77)      73,001



      Increase                     35,260        21        10,407        7,176       84,348



Contract Owner Transactions:
  Proceeds from units sold        395,275     4,003     1,260,890      142,896      931,503
  Cost of units redeemed          (36,226)     --         (21,200)        (439)     (35,051)

      Increase                    359,049     4,003     1,239,690      142,457      896,452


Net increase                      394,309     4,024     1,250,097      149,633      980,800
Net Assets, beginning               4,024      --            --           --           --

Net Assets, ending              $ 398,333    $4,024   $ 1,250,097    $ 149,633    $ 980,800



Units sold                         80,369       831       211,706       24,163      169,153
Units redeemed                     (6,939)     --          (3,470)         (72)      (6,110)

Net Increase                       73,430       831       208,236       24,091      163,043
Units outstanding, beginning          831      --            --           --           --

Units outstanding, ending          74,261       831       208,236       24,091      163,043
<FN>
(2) for the period from April 28, 1995 through December 31, 1995.
</FN>
</TABLE>
                         NOTES TO FINANCIAL STATEMENTS

1.      Summary of Significant Accounting Policies

     The AUL American  Individual Unit Trust (Variable  Account) was established
by American  United Life  Insurance  Company(R)  (AUL) on April 14, 1994,  under
procedures  established  by Indiana law and is registered  as a unit  investment
trust under the Investment Company Act of 1940, as amended. The Variable Account
is a segregated  investment  account for individual  annuity contracts issued by
AUL and invests  exclusively in shares of mutual fund portfolios  offered by the
AUL American Series Fund, Inc. (Series Fund), Fidelity  Investments(R)  Variable
Insurance  Products Fund and Variable  Insurance  Products  Fund II  (Fidelity),
Twentieth  Century(R)  (TCI),  Alger  American  Fund (Alger),  Calvert  Group(R)
(Calvert), and T. Rowe Price. Security Valuation Transactions and Related Income
The market value of  investments  is based on the closing bid prices at December
29,  1995.  Investment  transactions  are  accounted  for on the trade  date and
dividend income is recorded on the ex-dividend date. Mortality and Expense Risks
Charges AUL deducts a daily charge as compensation for the mortality and expense
risks  assumed by AUL.  The  charge is equal on an annual  basis to 1.25% of the
average daily net assets of each  investment  account.  AUL guarantees  that the
mortality and expense charge shall not increase. The charges incurred during the
year,  ended  December  31, 1995 and 1994 were  $81,649 and $331,  respectively.
Taxes  Operations of the Variable  Account are part of, and are taxed with,  the
operations  of AUL,  which is  taxed as a "life  insurance  company"  under  the
Internal Revenue Code. Under current law, investment income,  including realized
and unrealized capital gains of the investment accounts,  is not taxed to AUL to
the extent it is applied to increase reserves under the contracts.  The Variable
Account has not been  charged for federal and state income taxes since none have
been imposed.  Estimates The  preparation of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

2.      Account Charges

     AUL may  assess a premium  tax  charge  based on  premium  taxes  incurred.
Premium taxes  currently range between 0% and 3.5%, but are subject to change by
governmental entities.

AUL  deducts an annual  administrative  charge from each  contract  equal to the
lesser of 2% of the contract value or $30. The fee is assessed every year on the
contract  anniversary date during the  accumulation  period but is waived if the
contract  value exceeds  $50,000 on the contract  anniversary  date. The charges
incurred  during the years  ended  December  31, 1995 and 1994 were $729 and $0,
respectively.  AUL may assess a withdrawal charge on withdrawals that exceed 12%
of the contract  value at the time of the first  withdrawal in a contract  year.
The amount of the charge  depends  upon the type of  contract  and the length of
time the contract has existed, as follows:

<TABLE>
<CAPTION>
           Flexible Premium Contract            One Year Flexible Premium Contract

        Contract Year   Withdrawal Charge       Contract Year   Withdrawal Charge

        <S>            <C>                      <C>             <C>
        1              10%                      1               7%
        2               9%                      2               6%
        3               8%                      3               5%
        4               7%                      4               4%
        5               6%                      5               3%
        6               5%                      6               2%
        7               4%                      7               1%
        8               3%                      8               0%
        9               2%
        10              1%
        11              0%

The  aggregate  withdrawal  charges will not exceed 8.5% of the total  premiums
paid on a Flexible  Premium  Contract or 8% of the total  premiums paid on a One
Year Flexible Premium Contract. There were no withdrawal charges assessed during
the years ended December 31, 1995 and 1994.  

NOTES TO  FINANCIAL  STATEMENTS (continued)
</TABLE>

3.      Net Asset Value per Unit

     The change in the Net Asset Value per unit for the year ended  December 31,
1995, or from  commencement  of  operations,  April 28 and July 31, 1995 through
December 31, 1995, is:
<TABLE>

<S>            <C>               <C>                             <C>
                 12/31/95                12/31/94               Change
                 --------                --------               ------


Series Fund:
Equity         $ 5.910622        $       5.010288                18.0%
Money Market     1.044437                1.003909                 4.0%
Bond             5.887919                5.061935                16.3%
Managed          5.922513                5.033906                17.7%

Fidelity:
High Income      5.941806                4.988506                19.1%
Growth           6.722540                5.027935                33.7%
Overseas         5.323589                4.914740                 8.3%
Asset Manager    5.640705                4.883362                15.5%
Index 500        6.801594                5.019943                35.5%

TCI:
Growth           6.486115                5.009474                29.5%
International    5.363939                4.840287                10.8%

<S>            <C>               <C>                             <C>
                 12/31/95                4/28/95                Change
                 --------                -------                ------


Fidelity:
Equity Income  $ 5.974362        $       5.000000                19.5%
Contrafund       6.029929                5.000000                21.6%

Alger:
American Growth  6.003257                5.000000                20.1%

Calvert:
Capital 
 Accumulation    6.211190                5.000000                24.2%

T. Rowe Price:
Equity Income    6.015571                5.000000                20.3%

<S>            <C>               <C>                             <C>
                 12/31/95                7/31/95               Change
                 --------                -------               ------

Series Fund:
Tactical Asset $ 5.297110        $       5.000000                5.9%
</TABLE>
notes to financial statements (continued)
4.      Cost of Investments
<TABLE>
      <S>                      <C>            
      Series Fund:
        Equity                 $    936,553
        Money Market              1,651,825
        Bond                        472,601
        Managed                     684,250
        Tactical Asset               95,840
      Fidelity:
        High Income                 683,696
        Growth                    2,375,169
        Overseas                    330,066
        Asset Manager             1,262,403
        Index 500                   807,770
        Equity-Income               912,722
        Contrafund                  710,477
      TCI:
        Growth                      747,809
        International               364,315
      Alger:
        American Growth           1,241,158
      Calvert:
        Capital Accumulation        149,900
      T. Rowe Price:
        Equity Income               912,521
</TABLE>
5.      Net Assets
<TABLE>
<CAPTION>
                                                               Series Fund                                              Fidelity

<S>                                 <C>            <C>             <C>          <C>          <C>         <C>          <C>
                                                       Money                                   Tactical      High
                                        Equity         Market          Bond        Managed       Asset      Income      Growth
                                        ------         ------          ----        -------       -----      ------      ------

Proceeds from units sold            $   948,292    $ 14,820,605    $ 502,512    $ 686,636    $ 95,934    $ 767,849    $ 2,578,206
Cost of units redeemed                  (35,771)    (13,196,155)     (45,556)     (29,532)     (1,892)     (85,770)      (220,014)
Net investment income
(expense)                                20,635          27,375       12,618       21,498       1,270        2,880        (13,341)
Net realized gain (loss)                  3,397            --          3,027        5,649         528       (1,263)        30,318
Unrealized gain (loss)
on investments                           66,707            --          9,704       21,075        (333)      54,609        197,873

$                                     1,003,260    $  1,651,825    $ 482,305    $ 705,326    $ 95,507    $ 738,305 $    2,573,042

        Fidelity
<S>                        <C>            <C>           <C>           <C>          <C> 
                                               Asset        Index       Equity-
                               Overseas       Manager        500        Income      Contrafund
                               --------       -------        ---        ------      ----------

Proceeds from units sold   $   461,315    $ 1,512,228    $ 834,081    $ 935,579    $ 708,239
Cost of units redeemed        (135,679)      (261,952)     (28,795)     (30,506)      (5,044)
Net investment income
(expense)                       (2,302)        (2,078)      (3,072)       4,269        6,215
Net realized gain (loss)         6,731         14,205        5,555        3,381        1,068
Unrealized gain (loss)
on investments                  24,886        127,082       79,091       56,632       24,117

                           $   354,951    $ 1,389,485    $ 886,860    $ 969,355    $ 734,595


<CAPTION>
<S>                        <C>          <C>            <C>           <C>             <C>
                                                            Alger       Calvert     
                               TCI             TCI         American     Capital    T.Rowe Price
                              Growth       International    Growth     Accumulation  Equity-Income
                              ------       -------------    ------     ------------  -------------

Proceeds from units sold   $ 813,013    $   399,279    $ 1,260,890    $ 142,896      $ 931,503
Cost of units redeemed       (68,299)       (36,226)       (21,200)        (439)       (35,052)
Net investment income
(expense)                     (5,464)        (2,963)        (3,742)       7,253         11,348
Net realized gain (loss)       8,559          4,225          5,210          190          4,723
Unrealized gain (loss)
on investments                84,166         34,018          8,939         (267)        68,278

                           $ 831,975    $   398,333    $ 1,250,097    $ 149,633      $ 980,800

</TABLE>


<TABLE> <S> <C>


<ARTICLE> 6
<CIK> 0000923353
<NAME> AUL AMERICAN INDIVIDUAL UNIT TRUST
<SERIES>
   <NUMBER> 1
   <NAME> AUL AMERICAN EQUITY PORTFOLIO
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<S>                             <C>
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<INVESTMENTS-AT-VALUE>                       3,674,588
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<ASSETS-OTHER>                                       0
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<TOTAL-ASSETS>                               3,674,588
<PAYABLE-FOR-SECURITIES>                             0
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<OVERDISTRIBUTION-NII>                               0
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<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       411,689
<NET-ASSETS>                                 3,674,588
<DIVIDEND-INCOME>                               45,758
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  29,591
<NET-INVESTMENT-INCOME>                         16,167
<REALIZED-GAINS-CURRENT>                        34,024
<APPREC-INCREASE-CURRENT>                      344,982
<NET-CHANGE-FROM-OPS>                          395,173
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
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<NUMBER-OF-SHARES-SOLD>                        368,904
<NUMBER-OF-SHARES-REDEEMED>                   (10,375)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,671,328
<ACCUMULATED-NII-PRIOR>                         20,635
<ACCUMULATED-GAINS-PRIOR>                        3,397
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<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

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<DIVIDEND-INCOME>                               92,504
<INTEREST-INCOME>                                    0
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<EXPENSES-NET>                                  16,617
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<ACCUMULATED-NII-PRIOR>                         12,618
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<EXPENSE-RATIO>                                      0
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   <NUMBER> 16
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   <NUMBER> 9
   <NAME> FIDELITY ASSET MANAGER PORTFOLIO
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<S>                             <C>
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</TABLE>

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<NAME> AUL AMERICAN INDIVIDUAL UNIIT TRUST
<SERIES>
   <NUMBER> 12
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<S>                             <C>
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</TABLE>

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<SERIES>
   <NUMBER> 11
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</TABLE>

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<NAME> AUL AMERICAN INDIVIDUAL UNIT TRUST
<SERIES>
   <NUMBER> 7
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<TABLE> <S> <C>

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<SERIES>
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</TABLE>

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<NAME> AUL AMERICAN INDIVIDUAL UNIT TRUST
<SERIES>
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</TABLE>

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<NAME> AUL AMERICAN INDIVIDUAL UNIT TRUST
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000923353
<NAME> AUL AMERICAN INDIVIDUAL UNIT TRUST
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   <NAME> T. ROWE PRICE EQUITY INCOME PORTFOLIO
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<S>                             <C>
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