AUL AMERICAN INDIVIDUAL UNIT TRUST
497, 2000-07-20
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                                   PROSPECTUS

                                       for

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


                                Dated May 1, 2000



                                  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) 285-1877
                        Variable Products 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").  AUL  designed  the  Contracts  for use in  connection  with non-tax
qualified  retirement  plans and  deferred  compensation  plans for  individuals
("Non-Qualified  Plans").   Contract  Owners  may  also  use  the  Contracts  in
connection  with  retirement  plans that meet the  requirements of Sections 401,
403(b), 408, 408A, or 457 of the Internal Revenue Code.

     This Prospectus describes two variations of Contracts:  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,  only in the first  Contract  Year  ("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.


     A Contract  Owner may  allocate  premiums  designated  to  accumulate  on a
variable basis to one or more of the Investment  Accounts of a separate  account
of AUL. The separate  account is named 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 fund portfolios:



AUL American Equity                          Fidelity Contrafund
AUL American Bond                            Fidelity Equity-Income
AUL American Managed                         Fidelity Growth
AUL American Money Market                    Fidelity High Income
AUL American Tactical Asset Allocation       Fidelity Index 500
Alger American Growth                        Fidelity Overseas
American Century VP Capital Appreciation     PBHG Growth II
American Century VP International            PBHG Technology & Communications
Calvert Social Mid Cap Growth                T. Rowe Price Equity Income
Fidelity Asset Manager


     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 mutual fund portfolio in which the Investment Account invests.
These  amounts are not  guaranteed.  In the  alternative,  a Contract  Owner may
allocate premiums to AUL's Fixed Account. Such allocations 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, 2000,  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  prospective  investor may
obtain a copy of the  Statement  of  Additional  Information  without  charge by
calling or writing to AUL at the telephone number or address  indicated above. A
postage pre-paid envelope is included for this purpose. The table of contents of
the  Statement  of  Additional  Information  is  located  at  the  end  of  this
Prospectus.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of the 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, 2000.

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                                      2
<PAGE>



                                TABLE OF CONTENTS
Description                                                Page
-----------                                                ----

DEFINITIONS.............................................      4

SUMMARY.................................................      6
  Purpose of the Contracts..............................      6
  Types of Contracts....................................      6
  The Variable Account and the Funds....................      6
  Fixed Account.........................................      7
  Premiums..............................................      7
  Transfers.............................................      7
  Withdrawals...........................................      7
  The Death Benefit.....................................      7
  Charges...............................................      7
  Free Look Right.......................................      7
  Dollar Cost Averaging.................................      7
  Contacting AUL........................................      8

EXPENSE TABLE...........................................      8

CONDENSED FINANCIAL INFORMATION.........................     12

PERFORMANCE OF THE INVESTMENT
ACCOUNTS................................................     14

INFORMATION ABOUT AUL, THE VARIABLE
ACCOUNT, AND THE FUNDS..................................     15
  American United Life Insurance Company(R).............     15
  Variable Account......................................     16
  The Funds.............................................     16
  AUL American Series Fund, Inc.........................     16
   AUL American Equity Portfolio........................     16
   AUL American Bond Portfolio..........................     16
   AUL American Managed Portfolio.......................     16
   AUL American Money Market Portfolio..................     16
   AUL American Tactical Asset
      Allocation Portfolio..............................     16
  Alger American Fund...................................     17
   Alger American Growth Portfolio......................     17
  American Century Variable Portfolios, Inc.............     17
   VP Capital Appreciation Portfolio....................     17
   VP International Portfolio...........................     17
  Calvert Variable Series, Inc..........................     17
   Calvert Social Mid Cap Growth Portfolio..............     17
  Fidelity Variable Insurance Products Fund.............     17
   Equity-Income Portfolio..............................     17
   Growth Portfolio.....................................     17
   High Income Portfolio................................     17
   Overseas Portfolio...................................     18
  Fidelity Variable Insurance Products Fund II..........     18
   Asset Manager Portfolio..............................     18
   Contrafund Portfolio.................................     18
   Index 500 Portfolio..................................     18
  PBHG Insurance Series Fund, Inc.......................     18
   Growth II Portfolio..................................     18
   Technology & Communications Portfolio................     18
  T. Rowe Price Equity Series, Inc......................     18
   T. Rowe Price Equity Income Portfolio................     18

THE CONTRACTS...........................................     19
  General...............................................     19

PREMIUMS AND CONTRACT VALUES
DURING THE ACCUMULATION PERIOD..........................     19
  Application for a Contract............................     19
  Premiums under the Contracts..........................     19
  Free Look Period......................................     19
  Allocation of Premiums................................     19
  Transfers of Account Value............................     20
  Dollar Cost Averaging Program.........................     20
  Contract Owner's Variable Account Value...............     21
   Accumulation Units...................................     21
   Accumulation Unit Value..............................     21
   Net Investment Factor................................     21

CASH WITHDRAWALS AND THE DEATH PROCEEDS.................     21
  Cash Withdrawals......................................     21
  The Death Proceeds....................................     22
  Death of the Owner....................................     22
  Death of the Annuitant................................     22
  Payments from the Variable Account....................     22

CHARGES AND DEDUCTIONS..................................     23
  Premium Tax Charge....................................     23
  Withdrawal Charge.....................................     23
  Mortality and Expense Risk Charge.....................     23
  Administrative Fee....................................     23
  Other Charges.........................................     24
  Variations in Charges.................................     24
  Guarantee of Certain Charges..........................     24
  Expenses of the Funds.................................     24

ANNUITY PERIOD..........................................     24
  General...............................................     24
  Annuity Options.......................................     24
   Option 1-Income for a Fixed Period...................     24
   Option 2-Life Annuity................................     25
   Option 3-Survivorship Annuity........................     25
   Selection of an Option...............................     25

THE FIXED ACCOUNT.......................................     25
  Interest..............................................     25
  Withdrawals...........................................     25
  Transfers.............................................     26
  Contract Charges......................................     26
  Payments from the Fixed Account.......................     26

MORE ABOUT THE CONTRACTS................................     26
  Designation and Change of Beneficiary.................     26
  Assignability.........................................     26
  Proof of Age and Survival.............................     26
  Misstatements.........................................     26
  Acceptance of New Premiums............................     26

FEDERAL TAX MATTERS.....................................     27
  Introduction..........................................     27
  Diversification Standards.............................     27
  Taxation of Annuities in General-
   Non-Qualified Plans..................................     27
  Additional Considerations.............................     28
  Qualified Plans.......................................     28
  Qualified Plan Federal Taxation Summary...............     29
  403(b) Programs-Constraints on Withdrawals............     30

OTHER INFORMATION.......................................     30
  Voting of Shares of the Funds.........................     30
  Substitution of Investments...........................     31
  Changes to Comply with Law and Amendments.............     31
  Reservation of Rights.................................     31
  Periodic Reports......................................     31
  Legal Proceedings.....................................     31
  Legal Matters.........................................     31
  Financial Statements..................................     31

PERFORMANCE INFORMATION ................................     32

STATEMENT OF ADDITIONAL
INFORMATION TABLE OF CONTENTS...........................     33


                                       3
<PAGE>

                                   DEFINITIONS

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

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 or 408A  PLAN - A plan  of  individual  retirement  accounts  or  annuities,
including  a  simplified  employee  pension  plan,  SIMPLE  IRA or Roth IRA plan
established by an employer,  that meets the  requirements of Section 408 or 408A
of the Internal Revenue Code.

457 PROGRAM - A plan  established  by a unit of a state or local  government  or
a tax-exempt organization under Section 457 of the Internal Revenue Code.

ACCUMULATION PERIOD - The period commencing on the Contract Date and ending 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) or 457 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 during the  Accumulation  Period 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.

FREE  WITHDRAWAL  AMOUNT - The amount that may be  withdrawn  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;  Alger American Fund,
which offers the Alger American  Growth  Portfolio;  American  Century

                                       4
<PAGE>


Variable  Portfolios,  Inc.  which  offers  the VP Capital  Appreciation  and VP
International  Portfolios;  Calvert  Variable  Series,  which offers the Calvert
Social Mid Cap Growth Fund;  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 Variable  Products 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.

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.

PROPER  NOTICE - Notice  that is  received  at our Home Office in a form that is
acceptable to us.

QUALIFIED PLANS - Employee  Benefit Plans, 401 Programs,  403(b)  Programs,  457
Programs, and 408 and 408A Programs.

VALUATION DATE - Valuation Dates are the dates on which the Investment  Accounts
are valued. A Valuation Date is any date on which the New York Stock Exchange is
open for trading  and we are 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.

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.

                                       5
<PAGE>

                                     SUMMARY


     This  summary  is  intended  to  provide  a  brief  overview  of  the  more
significant  aspects of the Contracts.  Later sections of this  Prospectus,  the
Statement of Additional  Information,  and the Contracts provide further detail.
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 pertinent Contract and "The Fixed Account" section of
this Prospectus briefly describe the Fixed Account.

PURPOSE OF THE CONTRACTS

     AUL  offers  the  individual   variable  annuity  contracts   ("Contracts")
described in this  Prospectus  for use in connection  with taxable  contribution
retirement plans and deferred  compensation plans for individuals  (collectively
"non-Qualified  Plans"). AUL also offers the Contracts for use by individuals in
connection  with  retirement  plans that meet the  requirements of Sections 401,
403(b),  457, 408, or 408A of the Internal  Revenue  Code,  allowing for pre-tax
contributions  (collectively  "Qualified  Plans").  While a  Contract  Owner may
benefit from tax deferral  under a Qualified  Plan without the use of a variable
annuity  contract,  variable  annuities may provide  additional  investment  and
insurance or annuity-related  benefits to individual Contract Owners. A variable
annuity 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.  With  Flexible  Premium  Contracts,  premiums  payments may vary in
amount and frequency,  subject to the limitations described below. With One Year
Flexible Premium  Contracts,  premiums payments may vary in amount and frequency
only during the first Contract Year.  Premium payments may not be made after the
first Contract Year.

THE VARIABLE ACCOUNT AND THE FUNDS

     AUL will allocate premiums  designated to accumulate on a variable basis 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 portfolios of the following
mutual funds:

<TABLE>
<S>                                     <C>                                             <C>
Investment Account and                   Mutual Fund                                    Investment Adviser
 Corresponding Mutual Fund Portfolio

AUL American Equity                      AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Bond                        AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Managed                     AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Money Market                AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Tactical Asset Allocation   AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
Alger American Growth                    Alger American Fund                            Fred Alger Management, Inc.
American Century VP Capital Appreciation American Century Variable Portfolios, Inc.     American Century Investment Management, Inc.
American Century VP International        American Century Variable Portfolios, Inc.     American Century Investment Management, Inc.
Calvert Social Mid Cap Growth            Calvert Variable Series, Inc.                  Calvert Asset Management Company, Inc.
Fidelity Asset Manager                   Fidelity Variable Insurance Products Fund II   Fidelity Management & Research Company
Fidelity Contrafund                      Fidelity Variable Insurance Products Fund II   Fidelity Management & Research Company
Fidelity Equity-Income                   Fidelity Variable Insurance Products Fund      Fidelity Management & Research Company
Fidelity Growth                          Fidelity Variable Insurance Products Fund      Fidelity Management & Research Company
Fidelity High Income                     Fidelity Variable Insurance Products Fund      Fidelity Management & Research Company
Fidelity Index 500                       Fidelity Variable Insurance Products Fund II   Fidelity Management & Research Company
Fidelity Overseas                        Fidelity Variable Insurance Products Fund      Fidelity Management & Research Company
PBHG Growth II                           PBHG Insurance Series Fund, Inc.               Pilgrim Baxter & Associates, Ltd.
PBHG Technology & Communications         PBHG Insurance Series Fund, Inc.               Pilgrim Baxter & Associates, Ltd.
T. Rowe Price Equity Income              T. Rowe Price Equity Series, Inc.              T. Rowe Price Associates, Inc.
</TABLE>

                                       6
<PAGE>

     Each of the Funds has a different  investment  objective.  A Contract Owner
may allocate premiums to one or more of the Investment  Accounts available under
a Contract. Premiums allocated to a particular Investment Account will increase
or decrease in dollar value  depending  upon the  investment  performance of the
corresponding  mutual fund  portfolio in which the Investment  Account  invests.
These amounts are not  guaranteed.  The Contract Owner bears the investment risk
for amounts allocated to an Investment Account of the Variable Account.


FIXED ACCOUNT

     The Contract  Owner may allocate  premiums 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.  Generally,  any current rate
that exceeds the guaranteed rate will be effective for the Contract for a period
of at least one year.  These rates are  guaranteed  to be at least an  effective
annual rate of 3%. See "The Fixed Account."

PREMIUMS

     For Flexible  Premium  Contracts,  the Contract  Owner may vary premiums in
amount and frequency.  The minimum  premium  payment is $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,  the Contract Owner may
pay premiums only during the first Contract  Year.  The minimum  premium is $500
with a minimum  total  first year  premium of $5,000.  See  "Premiums  under the
Contracts."

TRANSFERS

     A Contract  Owner may transfer his or her Variable  Account Value among the
available  Investment  Accounts  or to the Fixed  Account at any time during the
Accumulation  Period.  The Contract  Owner may transfer part of his or her Fixed
Account Value to one or more of the  available  Investment  Accounts  during the
Accumulation  Period,  subject to certain  restrictions.  The  minimum  transfer
amount from any one Investment Account or from the Fixed Account is $500. If the
Contract Value in an Investment Account or the Fixed Account prior to a transfer
is less than $500,  then the minimum  transfer  amount is the  Contract  Owner's
remaining Contract Value in that Account. If, after any transfer,  the remaining
Contract  Value in an  Investment  Account or in the Fixed Account would be less
than  $500,  then AUL will  treat  that  request  for a  transfer  of the entire
Contract Value in that Investment Account.

     Amounts  transferred from the Fixed Account to an Investment Account cannot
exceed  20% of the  Owner's  Fixed  Account  Value as of the  beginning  of that
Contract Year. See "Transfers of Account Value."

WITHDRAWALS

     The Contract Owner may surrender the Contract or take a partial  withdrawal
from the Contract  Value at any time before the Annuity  Date.  Withdrawals  and
surrender are subject to the limitations under any applicable Qualified Plan and
applicable  law.  The minimum  withdrawal  amount 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

     If a Contract  Owner dies during the  Accumulation  Period,  AUL will pay a
death  benefit to the  Beneficiary.  The amount of the death benefit is equal to
the Death  Proceeds.  A death benefit will not be payable if the Contract  Owner
dies on or after the Annuity Date,  except as may be provided  under the Annuity
Option elected. See "Death Proceeds" and "Annuity Period."

CHARGES

     AUL will deduct  certain  charges in  connection  with the operation of the
Contracts and the Variable  Account.  These charges include a withdrawal  charge
assessed  upon partial  withdrawal  or  surrender,  a mortality and expense risk
charge, a premium tax charge, and an administrative fee. In addition,  the Funds
pay  investment  advisory fees and other  expenses.  For further  information on
these charges and expenses, see "Charges and Deductions."

FREE LOOK RIGHT

     The  Contract  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 the
Contract Owner  exercises  this right,  AUL will treat the Contract as void from
its inception.  AUL will refund to the Contract Owner the greater of (1) premium
payments,  or (2) the Contract  Value minus amounts  deducted for premium taxes.

DOLLAR COST AVERAGING

     Owners may purchase  units of an  Investment  Account over a period of time
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.  An Owner may elect
monthly,  quarterly,  semi-annual, or annual DCA transfers. These transfers will
continue  automatically until AUL receives notice to discontinue the Program, or
until there is not enough  money in the AUL  American  Money  Market  Investment
Account to continue the Program.  To participate in the program,  AUL requires a
minimum  transfer amount of $500, and a minimum deposit of $10,000.  For further
information, see the explanation under "Dollar Cost Averaging Program."

                                       7
<PAGE>


CONTACTING AUL

     Individuals should direct all written requests, notices, and forms required
under these Contracts, and any questions or inquiries to AUL's Variable Products
Service 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.

     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
 DEFERRED SALES LOAD (as a percentage of amount surrendered; 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%
<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 Annual  Contract Fee may be less than $30.00 per year,  based on the
Owner's  Account  Value.  The maximum charge imposed will be the lesser of 2% of
the Owner's Contract Value or $30.00 per year. The Annual Contract Fee is waived
if the Account Value equals or exceeds $50,000 on a Contract Anniversary.
</FN>

                                       8
<PAGE>

                           EXPENSE TABLE (continued)
</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)                 0.13%                  0.63%
  Bond Portfolio                                                     0.50%(3)                 0.12%                  0.62%
  Managed Portfolio                                                  0.50%(3)                 0.12%                  0.62%
  Money Market Portfolio                                             0.40%(3)                 0.15%                  0.55%
  Tactical Asset Allocation Portfolio                                0.80%(3)                 0.19%                  0.99%
Alger American Fund
  Alger American Growth Portfolio                                    0.75%                    0.04%                  0.79%
American Century Variable Portfolios, Inc.
  American Century VP Capital Appreciation Portfolio                 1.00%                    0.00%                  1.00%(4)
  American Century VP International Portfolio                        1.50%                    0.00%                  1.50%(4)
Calvert Variable Series, Inc.
  Calvert Social Mid Cap Growth Portfolio                            0.90%                    0.21%                  1.11%(5)
Fidelity Variable Insurance Products Fund
  Equity-Income Portfolio                                            0.50%                    0.08%                  0.58%(6)
  Growth Portfolio                                                   0.60%                    0.09%                  0.69%(6)
  High Income Portfolio                                              0.59%                    0.12%                  0.71%(6)
  Overseas Portfolio                                                 0.75%                    0.17%                  0.92%(6)
Fidelity Variable Insurance Products Fund II
  Asset Manager Portfolio                                            0.55%                    0.10%                  0.65%(6)
  Contrafund Portfolio                                               0.60%                    0.11%                  0.71%(6)
  Index 500 Portfolio                                                0.24%                    0.04%                  0.28%(7)
PBHG Insurance Series Fund, Inc.
  Growth II Portfolio                                                0.75%                    0.42%                  1.17%(8)
  Technology & Communications Portfolio                              0.85%                    0.24%                  1.09%(8)
T. Rowe Price Equity Series, Inc.
  T. Rowe Price Equity Income Portfolio                              0.85%                    0.00%                  0.85%(9)

<FN>
     (3)AUL  has  currently  agreed to waive its  advisory  fee if the  ordinary
expenses  of a  Portfolio  exceed 1% and,  to the extent  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.  During 1999,  AUL
reduced its advisory fee for the Tactical Asset Allocation Portfolio.

     (4)  American  Century  VP  International  fees  are  1.50%  on  the  first
$250,000,000  of average net assets;  1.20% on the next  $250,000,000 of average
net assets; and, 1.10% thereafter. American Century VP Capital Appreciation fees
are  1.00%  on  the  first  $500,000,000  of  net  assets;  0.95%  on  the  next
$500,000,000; and, 0.90% thereafter.

     (5) "Other Expenses"  reflect an indirect fee. Net fund operating  expenses
after  reductions  for fees paid  indirectly  would be 1.02% for  Social Mid Cap
Growth.  Total  expenses have been restated to reflect  expenses  expected to be
incurred in 2000.

     (6) A portion of the brokerage  commissions that certain funds pay was used
to  reduce  fund  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 expenses.  Including these
reductions,  the total operating expenses presented in the table would have been
 .57% for Equity-Income Portfolio,  .67% for Growth Portfolio,  .90% for Overseas
Portfolio,  .64% for Asset Manager Portfolio,  .68% for Contrafund Portfolio and
 .71% for High Income Portfolio.

     (7) FMR 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 .27%, .13% and .40%, respectively.

     (8) You should know that because Pilgrim Baxter has contractually agreed to
waive  that  portion,  if any,  of the  annual  management  fees  payable by the
Portfolio and to pay certain  expenses of the Portfolio to the extent  necessary
to ensure that the total annual fund operating expenses do not exceed 1.20%. You
should  also know that in any fiscal  year in which the  Portfolio's  assets are
greater than $75 million and its total annual fund  operating  expenses are less
than 1.20%,  the Portfolio's  Board of Directors may elect to reimburse  Pilgrim
Baxter  for any fees it waived or  expenses  it  reimbursed  on the  Portfolio's
behalf  during the  previous two fiscal  years.  In 1999,  the Board  elected to
reimburse  $31,616 in waived  fees for the Growth II  Portfolio  and  $93,603 in
waived fees for the Technology and Communications Portfolio.

     (9) Management fee includes operating expenses.

</FN>
</TABLE>
                                       9
<PAGE>

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                             $107.08           $ 85.37               $107.08             $ 85.37                $ 22.08
3 years                             144.21            115.57                144.21               67.83                  67.83
5 years                             176.31            146.06                115.81              115.81                 115.81
10 years                            257.98            246.40                246.40              246.40                 246.40

AUL American Bond
1 year                              106.97             85.27                106.97               85.27                  21.97
3 years                             143.90            115.25                143.90               67.50                  67.50
5 years                             175.78            145.52                115.25              115.25                 115.25
10 years                            256.86            245.27                245.27              245.27                 245.27


AUL American Managed
1 year                              106.97             85.27                106.97               85.27                  21.97
3 years                             143.90            115.25                143.90               67.50                  67.50
5 years                             175.78            145.52                115.25              115.25                 115.25
10 years                            256.86            245.27                245.27              245.27                 245.27

AUL American Money Market
1 year                              106.27             84.62                106.27               84.62                  21.27
3 years                             141.95            113.24                141.95               65.39                  65.39
5 years                             172.45            142.07                111.70              111.70                 111.70
10 years                            249.71            238.04                238.04              238.04                 238.04

AUL American Tactical Asset Allocation
1 year                              110.71             88.77                110.71               88.77                  25.71
3 years                             154.30            125.97                154.30               78.76                  78.76
5 years                             193.49            163.78                134.08              134.08                 134.08
10 years                            294.31            283.15                283.15              283.15                 283.15

Alger American Growth
1 year                              108.70             86.88                108.70               86.88                  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               88.84                  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               93.52                  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 Social Mid Cap Growth
1 year                              111.91             89.90                111.91               89.90                  26.91
3 years                             157.64            129.42                157.64               82.37                  82.37
5 years                             199.14            169.62                140.09              140.09                 140.09
10 years                            306.10            295.08                295.08              295.08                 295.08

                                       10
<PAGE>

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             $ 84.89                $ 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               85.96                  22.71
3 years                             145.95            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               86.13                  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                              110.01             88.12                110.01               88.12                  25.01
3 years                             152.37            123.99                152.37               76.67                  76.67
5 years                             190.22            160.41                130.60              130.60                 130.60
10 years                            287.45            276.21                276.21              276.21                 276.21

Fidelity VIP II Asset Manager
1 year                              107.30             85.58                107.30               85.58                  22.30
3 years                             144.82            116.20                144.82               68.50                  68.50
5 years                             177.36            147.14                116.92              116.92                 116.92
10 years                            260.22            248.67                248.67              248.67                 248.67

Fidelity VIP II Contrafund
1 year                              107.89             86.13                107.89               86.13                  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 II Index 500
1 year                              103.55             82.07                103.55               82.07                  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                              112.50             90.45                112.50               90.45                  27.50
3 years                             159.26            131.08                159.26               84.12                  84.12
5 years                             201.87            172.43                142.99              142.99                 142.99
10 years                            311.76            300.80                300.80              300.80                 300.80

PBHG Technology & Communications
1 year                              111.70             89.69                111.70               89.69                  26.70
3 years                             157.04            128.79                157.04               81.71                  81.71
5 years                             198.12            168.56                139.00              139.00                 139.00
10 years                            303.97            292.92                292.92              292.92                 292.92

T. Rowe Price Equity Income
1 year                              109.28             87.43                109.28               87.43                  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>

                                       11
<PAGE>

                   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,  1999.  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, 1999. The Variable Account's financial  statements have
been audited by  PricewaterhouseCoopers  LLP, the Variable Account's independent
accountant.
<TABLE>

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


                                          Accumulation Unit Value    Accumulation Unit Value       Number of Accumulations Units
      Investment Account                  at beginning of period       at end of period            Outstanding at end of period
      ------------------                 ------------------------    -----------------------       -----------------------------

      AUL American Equity

          1999                                     $ 9.435                  $ 9.247                       1,050,856.567
          1998                                       8.902                    9.435                       1,276,705.096
          1997                                       6.956                    8.902                       1,008,286.648
          1996                                       5.911                    6.956                         528,267.190
          1995                                       5.010                    5.911                         169,738.465
          1994                                       5.000 (11/21/94)         5.010                          15,959.218

      AUL American Bond

          1999                                     $ 6.800                  $ 6.641                         943,531.667
          1998                                       6.331                    6.800                         936,406.295
          1997                                       5.945                    6.331                         373,790.804
          1996                                       5.888                    5.945                         327,311.392
          1995                                       5.062                    5.888                          81,914.403
          1994                                       5.000 (11/21/94)         5.062                             118.883

      AUL American Managed

          1999                                     $ 8.357                  $ 8.196                       1,062,997.593
          1998                                       7.809                    8.357                       1,202,410.643
          1997                                       6.539                    7.809                         791,100.951
          1996                                       5.923                    6.539                         499,400.967
          1995                                       5.034                    5.923                         119,092.277
          1994                                       5.000 (11/21/94)         5.034                             664.550

      AUL American Money Market

          1999                                     $ 1.159                  $ 1.198                      11,290,259.090
          1998                                       1.118                    1.159                       8,002,380.959
          1997                                       1.080                    1.118                       4,549,403.805
          1996                                       1.044                    1.080                       2,487,983.053
          1995                                       1.004                    1.044                       1,582,630.174
          1994                                       1.000 (11/21/94)         1.004                         626,535.146

      AUL American Tactical Asset Allocation

          1999                                     $ 7.309                  $ 6.997                         525,619.475
          1998                                       6.900                    7.309                         675,363.836
          1997                                       6.051                    6.900                         459,162.276
          1996                                       5.297                    6.051                         161,866.199
          1995                                       5.000 (7/31/95)          5.297                          18,030.022
          1994                                        N.A.                     N.A.                                N.A.

      Alger American Growth

          1999                                     $12.203                  $16.118                       3,129,408.963
          1998                                       8.344                   12.203                       2,475,912.921
          1997                                       6.720                    8.344                       1,748,167.113
          1996                                       6.003                    6.720                       1,256,069.865
          1995                                       5.000 (4/28/95)          6.003                         208,236.470
          1994                                        N.A.                     N.A.                                N.A.

      American Century VP Capital Appreciation

          1999                                     $ 5.657                  $ 9.192                         225,291.429
          1998                                       5.855                    5.657                         307,985.286
          1997                                       6.128                    5.855                         312,676.383
          1996                                       6.486                    6.128                         145,117.247
          1995                                       5.010                    6.486                         128,270.148
          1994                                       5.000 (11/21/94)         5.010                           2,809.564

      American Century VP International

          1999                                     $ 8.327                  $13.490                         464,550.838
          1998                                       7.100                    8.327                         456,952.682
          1997                                       6.060                    7.100                         371,155.699
          1996                                       5.364                    6.060                         372,018.867
          1995                                       4.840                    5.364                          74,261.271
          1994                                       5.000 (11/21/94)         4.840                             831.382

      Calvert Social Mid Cap Growth

          1999                                     $10.307                  $10.888                         375,729.249
          1998                                       8.041                   10.307                         344,388.990
          1997                                       6.587                    8.041                         231,352.822
          1996                                       6.211                    6.587                         202,261.345
          1995                                       5.000 (4/28/95)          6.211                          24,090.888
          1994                                        N.A.                     N.A.                                N.A.

      Fidelity VIP Equity-Income

          1999                                     $ 9.403                  $ 9.874                       1,546,416.315
          1998                                       8.530                    9.403                       1,527,150.779
          1997                                       6.743                    8.530                       1,186,973.297
          1996                                       5.974                    6.743                         842,213.457
          1995                                       5.000 (4/28/95)          5.974                         162,252.393
          1994                                        N.A.                     N.A.                                N.A.


                                       12
<PAGE>


                  CONDENSED FINANCIAL INFORMATION (continued)
    <S>                                 <C>                         <C>                           <C>


                                          Accumulation Unit Value    Accumulation Unit Value       Number of Accumulations Units
      Investment Account                  at beginning of period       at end of period            Outstanding at end of period
      ------------------                 ------------------------    -----------------------       -----------------------------

      Fidelity VIP Growth

          1999                                     $12.793                  $17.363                       2,048,629.670
          1998                                       9.286                   12.793                       1,720,026.949
          1997                                       7.615                    9.286                       1,393,042.116
          1996                                       6.723                    7.615                       1,131,117.169
          1995                                       5.028                    6.723                         382,748.411
          1994                                       5.000 (11/21/94)         5.028                          17,303.821

      Fidelity VIP High Income

          1999                                     $ 7.346                  $ 7.846                         765,292.207
          1998                                       7.776                    7.346                         770,129.826
          1997                                       6.691                    7.776                         577,023.227
          1996                                       5.942                    6.691                         310,543.860
          1995                                       4.988                    5.942                         124,255.921
          1994                                       5.000 (11/21/94)         4.988                          12,229.340

      Fidelity VIP Overseas

          1999                                     $ 7.301                  $10.284                         336,608.215
          1998                                       6.557                    7.301                         284,063.291
          1997                                       5.952                    6.557                         297,194.608
          1996                                       5.324                    5.952                         178,473.714
          1995                                       4.915                    5.324                          66,675.195
          1994                                       5.000 (11/21/94)         4.915                           3,238.060

      Fidelity VIP II Asset Manager

          1999                                     $ 8.642                  $ 9.481                       2,597,381.444
          1998                                       7.606                    8.642                       2,330,886.939
          1997                                       6.384                    7.606                       1,581,638.720
          1996                                       5.641                    6.384                         938,554.934
          1995                                       4.883                    5.641                         246,331.760
          1994                                       5.000 (11/21/94)         4.883                          14,681.732

      Fidelity VIP II Contrafund

          1999                                     $11.367                  $13.949                       1,972,158.692
          1998                                       8.855                   11.367                       1,702,358.228
          1997                                       7.224                    8.855                       1,310,233.857
          1996                                       6.030                    7.224                         861,470.661
          1995                                       5.000 (4/28/95)          6.030                         121,824.755
          1994                                        N.A.                     N.A.                                N.A.

      Fidelity VIP II Index 500

          1999                                     $13.700                  $16.305                       3,019,439.078
          1998                                      10.811                   13.700                       2,611,395.641
          1997                                       8.250                   10.811                       1,836,588.504
          1996                                       6.802                    8.250                         815,021.928
          1995                                       5.020                    6.802                         130,390.078
          1994                                       5.000 (11/21/94)         5.020                              20.000

      PBHG Growth II

          1999                                     $ 5.694                  $11.146                         185,826.610
          1998                                       5.330                    5.694                         112,805.001
          1997                                       5.000 (5/1/97)           5.330                          97,880.906
          1996                                        N.A.                     N.A.                                N.A.
          1995                                        N.A.                     N.A.                                N.A.
          1994                                        N.A.                     N.A.                                N.A.

      PBHG Technology & Communications

          1999                                     $ 6.739                  $22.256                         584,749.707
          1998                                       5.162                    6.739                         166,707.424
          1997                                       5.000 (5/1/97)           5.162                          78,547.885
          1996                                        N.A.                     N.A.                                N.A.
          1995                                        N.A.                     N.A.                                N.A.
          1994                                        N.A.                     N.A.                                N.A.

      T. Rowe Price Equity Income

          1999                                     $ 9.737                  $ 9.973                       2,719,224.510
          1998                                       9.040                    9.737                       2,878,954.195
          1997                                       7.104                    9.040                       2,226,490.645
          1996                                       6.016                    7.104                       1,081,375.512
          1995                                       5.000 (4/28/95)          6.016                         163,043.483
          1994                                        N.A.                     N.A.                                N.A.

</TABLE>
                                       13
<PAGE>


                     PERFORMANCE OF THE INVESTMENT ACCOUNTS

     The  following  tables  present  the return on  investment  for each of the
Investment  Accounts.  The return on investment  figures in the first and second
tables (including charges) 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  charge,  withdrawal  charges,  and a pro-rata
portion of the  administrative  charge.  The return on investment figures in the
third table  (excluding  charges) include the mortality and expense risk charge,
but do not reflect the deduction of withdrawal  charges or a pro-rata portion of
the administrative  charge. For the periods that a particular Investment Account
has been in operation (see the Inception Date of Investment Account column), the
figures represent actual performance. Therefore, the performance figures for the
one year and three year  periods  ending  12/31/99  and the Lessor of 5 Years or
Since Inception represent actual  performance.  For the periods that precede the
creation  of  the  Investment  Account,  if the  mutual  fund  portfolio  was in
existence  (see  Inception  Date  of  Mutual  Fund  column),  results  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.  Therefore,  the performance  figures
for the 5 year  period  ending  12/31/99,  and the  Lessor  of 10 Years or Since
Inception may be hypothetical,  or they may represent actual performance,  based
on the  inception  date of a particular  Investment  Account and the mutual fund
portfolio.

<TABLE>
<CAPTION>
                                Performance (including charges) for One Year Flexible Premium Contracts
<S>              <C>           <C>           <C>         <C>         <C>              <C>          <C>
                                                     ACTUAL      PERFORMANCE          |      ACTUAL/HYPOTHETICAL PERFORMANCE
                                                                                      |
                                                                                      |
                                              Average     Average     Average         |Average      Average
                                              Annual      Annual      Annual          |Annual       Annual
                                              Return on   Return on   Return on       |Return on    Return on
                  Inception     Inception     Investment  Investment  Investment      |Investment   Investment
                   Date of       Date of      for Year    for 3 Years for lesser of   |for 5 Years  for lesser of
                    Mutual      Investment    ending      ending      5 Years or      |ending       10 Years or
Investment Account   Fund         Account     12/31/99    12/31/99    Since Inception |12/31/99*    Since Inception*
------------------   ----         -------     --------    --------    --------------- |---------    ---------------
                                                                                      |
AUL American Equity   4/10/90    11/21/94      (9.12%)      7.77%        12.21%       |  12.02%        12.21%
AUL American Bond     4/10/90    11/21/94      (9.45%)      1.69%         4.82%       |   4.62%         4.82%
AUL American Managed  4/10/90    11/21/94      (9.06%)      5.68%         9.44%       |   9.24%         9.44%
AUL American Money                                                                    |
 Market               4/10/90    11/21/94      (4.15%)      1.49%         2.84%       |   2.67%         2.84%
AUL American Tactical                                                                 |
 Asset Allocation     7/31/95     7/31/95     (11.23%)      2.88%         6.80%       |   N.A.          6.80%
Alger American                                                                        |
 Growth               1/09/89     4/28/95      31.68%      33.46%        28.09%       |  28.93%        21.01%
American Century                                                                      |
 VP Capital                                                                           |
 Appreciation        11/20/87    11/21/94      49.50%      11.90%        12.06%       |  11.71%         9.60%
American Century VP                                                                   |
 International        5/01/94    11/21/94      50.21%      27.97%        21.10%       |  21.64%        21.10%
Calvert Social Mid                                                                    |
 Cap Growth           7/16/91     4/28/95       5.32%      17.88%        17.77%       |  17.88%        17.77%
Fidelity VIP                                                                          |
 Equity-Income       10/09/86     4/28/95      (2.64%)     11.30%        14.58%       |  16.07%        12.73%
Fidelity VIP Growth  10/09/86    11/21/94      25.85%      29.00%        27.25%       |  26.97%        18.09%
Fidelity VIP High                                                                     |
 Income               9/19/85    11/21/94      (0.96%)      3.35%         8.60%       |   8.49%        10.71%
Fidelity VIP Overseas 1/28/87    11/21/94      30.60%      17.61%        14.61%       |  14.86%         9.71%
Fidelity VIP II Asset                                                                 |
 Manager              9/06/89    11/21/94       1.72%      11.82%        12.57%       |  13.16%        11.41%
Fidelity VIP II                                                                       |
 Contrafund           1/03/95     4/28/95      14.08%      22.36%        23.38%       |   N.A.         23.38%
Fidelity VIP II                                                                       |
 Index 500            8/27/92    11/21/94      10.35%      23.00%        25.47%       |  25.42%        25.47%
PBHG Growth II        5/01/97     5/01/97      79.18%       N.A.         31.42%       |   N.A.         31.42%
PBHG Technology                                                                       |
 & Communications     5/01/97     5/01/97     206.20%       N.A.         71.14%       |   N.A.         71.14%
T. Rowe Price Equity                                                                  |
 Income               3/31/94     4/28/95      (5.03%)     10.02%        14.82%       |  16.08%        14.82%

* For the periods  that a  particular  Investment  Account has been in existence
(see  Inception  Date of Investment  Account  column) the  performance is actual
performance and not hypothetical in nature.  For the Lesser of 10 Years or Since
Inception  (the last  column),  if the Mutual Fund has been in existence  for 10
Years, then the return reflects hypothetical  performance of the mutual fund; if
the mutual fund has not been in existence for 10 Years, then the return reflects
actual performance of the Investment Account.

                                       14
<PAGE>

<CAPTION>
               PERFORMANCE OF THE INVESTMENT ACCOUNTS (continued)

                                Performance (including charges) for Flexible Premium Contracts

<S>              <C>           <C>           <C>         <C>         <C>              <C>          <C>              <C>
                                                     ACTUAL      PERFORMANCE          |      ACTUAL/HYPOTHETICAL PERFORMANCE
                                                                                      |
                                                                                      |
                                              Average     Average     Average         |Average      Average
                                              Annual      Annual      Annual          |Annual       Annual
                                              Return on   Return on   Return on       |Return on    Return on
                  Inception     Inception     Investment  Investment  Investment      |Investment   Investment
                   Date of       Date of      for Year    for 3 Years for lesser of   |for 5 Years  for lesser of
                    Mutual      Investment    ending      ending      5 years or      |ending       10 Years or
Investment Account   Fund         Account     12/31/99    12/31/99    Since Inception |12/31/99*    Since Inception*
------------------   ----         -------     --------    --------    --------------- |---------    ---------------
                                                                                      |
AUL American Equity   4/10/90    11/21/94     (12.05%)      6.62%        11.52%       |  11.32%        11.52%
AUL American Bond     4/10/90    11/21/94     (12.37%)      0.61%         4.18%       |   3.97%         4.18%
AUL American Managed  4/10/90    11/21/94     (11.99%)      4.56%         8.77%       |   8.56%         8.77%
AUL American Money                                                                    |
 Market               4/10/90    11/21/94      (7.24%)      0.41%         2.21%       |   2.03%         2.21%
AUL American Tactical                                                                 |
 Asset Allocation     7/31/95     7/31/95     (14.09%)      1.78%         6.05%       |   N.A.          6.05%
Alger American                                                                        |
 Growth               1/09/89     4/28/95      18.52%      29.80%        26.41%       |  27.34%        20.89%
American Century                                                                      |
 VP Capital                                                                           |
 Appreciation        11/20/87    11/21/94      44.68%      10.71%        11.37%       |  11.01%         9.49%
American Century VP                                                                   |
 International        5/01/94    11/21/94      45.37%      26.61%        20.36%       |  20.88%        20.36%
Calvert Social Mid                                                                    |
 Cap Growth           7/16/91     4/28/95      (5.21%)     14.65%        16.22%       |  17.47%        16.22%
Fidelity VIP                                                                          |
 Equity-Income       10/09/86     4/28/95      (5.78%)     10.12%        13.81%       |  15.35%        12.62%
Fidelity VIP Growth  10/09/86    11/21/94      21.79%      27.63%        26.48%       |  26.17%        17.97%
Fidelity VIP High                                                                     |
 Income               9/19/85    11/21/94      (4.16%)      2.25%         7.93%       |   7.81%        10.60%
Fidelity VIP Overseas 1/28/87    11/21/94      26.39%      16.36%        13.91%       |  14.14%         9.60%
Fidelity VIP II Asset                                                                 |
 Manager              9/06/89    11/21/94      (1.56%)     10.63%        11.89%       |  12.45%        11.29%
Fidelity VIP II                                                                       |
 Contrafund           1/03/95     4/28/95      10.40%      21.06%        22.55%       |   N.A.         22.55%
Fidelity VIP II                                                                       |
 Index 500            8/27/92    11/21/94       6.79%      21.69%        24.70%       |  24.64%        24.70%
PBHG Growth II        5/01/97     5/01/97      73.40%       N.A.         29.85%       |   N.A.         29.85%
PBHG Technology                                                                       |
 & Communications     5/01/97     5/01/97     196.32%       N.A.         69.09%       |   N.A.         69.09%
T. Rowe Price Equity                                                                  |
 Income               3/31/94     4/28/95      (8.09%)      8.85%        14.05%       |  15.36%        14.05%


<CAPTION>

                                Performance (excluding charges) for All Contracts
<S>              <C>           <C>           <C>         <C>         <C>              <C>          <C>              <C>
                                                     ACTUAL      PERFORMANCE          |      ACTUAL/HYPOTHETICAL PERFORMANCE
                                                                                      |
                                                                                      |
                                              Average     Average     Average         |Average      Average
                                              Annual      Annual      Annual          |Annual       Annual
                                              Return on   Return on   Return on       |Return on    Return on
                  Inception     Inception     Investment  Investment  Investment      |Investment   Investment
                   Date of       Date of      for Year    for 3 Years for lesser of   |for 5 Years  for lesser of
                    Mutual      Investment    ending      ending      5 years or      |ending       10 Years or
Investment Account   Fund         Account     12/31/99    12/31/99    Since Inception |12/31/99*    Since Inception*
------------------   ----         -------     --------    --------    --------------- |---------    ---------------
                                                                                      |
AUL American Equity   4/10/90    11/21/94      (2.28%)      9.63%        12.65%       |  12.70%        12.65%
AUL American Bond     4/10/90    11/21/94      (2.63%)      3.45%         5.24%       |   5.26%         5.24%
AUL American Managed  4/10/90    11/21/94      (2.21%)      7.50%         9.87%       |   9.91%         9.87%
AUL American Money                                                                    |
 Market               4/10/90    11/21/94       3.06%       3.24%         3.25%       |   3.30%         3.25%
AUL American Tactical                                                                 |
 Asset Allocation     7/31/95     7/31/95      (4.55%)      4.65%         7.54%       |   N.A.          7.54%
Alger American                                                                        |
 Growth               1/09/89     4/28/95      31.68%      33.46%        28.09%       |  28.93%        21.01%
American Century                                                                      |
 VP Capital                                                                           |
 Appreciation        11/20/87    11/21/94      60.76%      13.83%        12.50%       |  12.40%         9.60%
American Century VP                                                                   |
 International        5/01/94    11/21/94      61.52%      30.18%        21.58%       |  22.38%        21.58%
Calvert Social Mid                                                                    |
 Cap Growth           7/16/91     4/28/95       5.32%      17.88%        17.77%       |  17.88%        17.77%
Fidelity VIP                                                                          |
 Equity-Income       10/09/86     4/28/95       4.69%      13.22%        15.33%       |  16.78%        12.73%
Fidelity VIP Growth  10/09/86    11/21/94      35.32%      31.22%        27.76%       |  27.74%        18.09%
Fidelity VIP High                                                                     |
 Income               9/19/85    11/21/94       6.49%       5.14%         9.03%       |   9.15%        10.71%
Fidelity VIP Overseas 1/28/87    11/21/94      40.43%      19.64%        15.07%       |  15.57%         9.71%
Fidelity VIP II Asset                                                                 |
 Manager              9/06/89    11/21/94       9.38%      13.75%        13.02%       |  13.85%        11.41%
Fidelity VIP II                                                                       |
 Contrafund           1/03/95     4/28/95      22.34%      24.15%        24.19%       |   N.A.         24.19%
Fidelity VIP II                                                                       |
 Index 500            8/27/92    11/21/94      18.65%      25.12%        25.97%       |  26.19%        25.97%
PBHG Growth II        5/01/97     5/01/97      92.66%       N.A.         33.97%       |   N.A.         33.97%
PBHG Technology                                                                       |
 & Communications     5/01/97     5/01/97     229.24%       N.A.         74.46%       |   N.A.         74.46%
T. Rowe Price Equity                                                                  |
 Income               3/31/94     4/28/95       2.12%      11.64%        15.58%       |  16.79%        15.58%

* For the periods  that a  particular  Investment  Account has been in existence
(see  Inception  Date of Investment  Account  column) the  performance is actual
performance and not hypothetical in nature.  For the Lesser of 10 Years or Since
Inception  (the last  column),  if the Mutual Fund has been in existence  for 10
Years, then the return reflects hypothetical  performance of the mutual fund; if
the mutual fund has not been in existence for 10 Years, then the return reflects
actual performance of the Investment Account.

</TABLE>

                                       15
<PAGE>
           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 49 states and the District of Columbia.  AUL has its principal
business office located at One American Square, Indianapolis, Indiana 46282.

     At a meeting of the AUL Board of Directors  held on February 17, 2000,  the
Board  approved the concept of changing the corporate  structure of AUL.  During
the  second  quarter  of 2000,  the Board of  Directors  of AUL is  expected  to
formally approve a plan of conversion ("Plan") under which AUL will convert from
a mutual life  insurance  company to a stock life insurance  company  ultimately
controlled  by  a  mutual  holding  company  ("Mutual  Holding  Company").  This
transaction is intended to result in a corporate structure that provides,  among
other things, better access to external sources of capital. Under the Plan, upon
the conversion, the insurance company would issue voting stock to a newly-formed
stock holding  company  ("Stock Holding  Company").  It is anticipated  that the
Stock Holding Company could,  subsequent to the conversion,  offer shares of its
stock publicly or privately;  however,  the Mutual  Holding  Company must always
hold at least 51% of the voting stock of the Stock  Holding  Company.  The Stock
Holding  Company would always own 100% of the voting stock of AUL. No plans have
been  formulated to issue any shares of capital stock or debt  securities of the
Stock Holding Company at this time.

     Since  AUL   currently  is  a  mutual  life   insurance   company,   owners
("policyholders")  of  AUL's  annuity  contracts  and  life  insurance  policies
("policies") have certain membership interests in AUL consisting  principally of
the right to vote on the election of the Board of Directors and on other matters
and certain  rights upon  liquidation  or  dissolution  of AUL.  Under the Plan,
policyholders  continue to be policyholders in the same insurance  company,  but
would no longer have a membership  interest in the  insurance  company;  rather,
policyholders  would have  membership  interests in the Mutual Holding  Company.
These interests in the Mutual Holding Company would be substantially the same as
the membership interests that policyholders have in AUL prior to the conversion,
consisting  principally  of the  right to vote on the  election  of the Board of
Directors  and  on  other  matters  and  certain  rights  upon   liquidation  or
dissolution of the Mutual Holding  Company.  After the  conversion,  persons who
acquire  policies from AUL would  automatically be members in the Mutual Holding
Company.  The  conversion  will not, in any way,  increase  premium  payments or
reduce  policy  benefits,  values,  guarantees  or other policy  obligations  to
policyholders.  The Plan is subject to the approval by AUL policyholders and the
consent of the  Insurance  Commissioner  of Indiana,  among other  approvals and
conditions.  If the  necessary  approvals are obtained and  conditions  met, the
conversion could occur in 2000. Under the Plan, the insurance  company name will
not change.

     AUL conducts a conventional life insurance, reinsurance, and

annuity   business.   At  December  31,  1999,   AUL  had  assets  of
$10,577,535,000 and a policyholders' surplus of $739,224,931.

     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 losses 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 Alger  Management,  Inc.,  American  Century  Variable
Portfolios,  Inc., Calvert Variable Series, Inc., Fidelity Investments,  Pilgrim
Baxter & Associates,  and T. Rowe Price Equity

                                       16
<PAGE>


Series,  Inc.  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/Adviser of these funds,
ranging from zero basis  points  until a certain  level of Fund assets have been
purchased to 25 basis points on the net average aggregate deposits made.

     The  investment  advisers of the Funds are identified on page 6. 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 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 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 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.


ALGER AMERICAN FUND

ALGER AMERICAN GROWTH PORTFOLIO

     The Alger American Growth  Portfolio seeks long term capital  appreciation.
It  focuses on growing  companies  that  generally  have  broad  product  lines,
markets,   financial   resources   and  depth  of   management.   Under   normal
circumstances, the Portfolio invests primarily in the equity securities of large
companies.   The   Portfolio   considers  a  large  company  to  have  a  market
capitalization of $1 billion or greater.

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

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

AMERICAN CENTURY VP CAPITAL APPRECIATION PORTFOLIO

     The American Century VP Capital Appreciation Portfolio seeks capital growth
by investing  primarily in common stocks 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.

NOTE:  Effective  May 1, 1999,  the  American  Century  VP Capital  Appreciation
Portfolio is no longer available for new contracts.  Effective July 1, 1999, the
American  Century VP Capital  Appreciation  Portfolio is no longer available for
new money deposits and transfers on existing contracts.

AMERICAN CENTURY VP INTERNATIONAL PORTFOLIO

     The  American  Century 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 of  companies
located in  developed  markets.  Investment  in  securities  of foreign  issuers
typically  involves  greater  risks  than  investment  in  domestic  securities,
including currency fluctuations and political instability.

FOR ADDITIONAL INFORMATION CONCERNING AMERICAN CENTURY VARIABLE PORTFOLIOS,

                                       17
<PAGE>

INC. AND ITS PORTFOLIOS,  PLEASE SEE THE AMERICAN CENTURY  VARIABLE  PORTFOLIOS,
INC.  PROSPECTUS,  WHICH SHOULD BE READ  CAREFULLY  BEFORE  INVESTING OR SENDING
MONEY.

CALVERT VARIABLE SERIES, INC.

CALVERT SOCIAL MID CAP GROWTH PORTFOLIO

     The  Calvert  Social Mid Cap  Growth  Portfolio  is a socially  responsible
growth  Portfolio  that  seeks  long-term  capital   appreciation  by  investing
primarily in a  nondiversified  portfolio of the equity  securities of mid-sized
companies  that  are   undervalued  but  demonstrate  a  potential  for  growth.
Investments are selected on the basis of their ability to contribute to the dual
objectives  of their  financial  soundness  and social  criteria.  Although  the
Portfolio's  social  criteria  tend to  limit  the  availability  of  investment
opportunities  more than is  customary  with  other  investment  companies,  the
Advisor  believes there are sufficient  investment  opportunities to permit full
investment  among issuers which satisfy the  Portfolio's  investment  and social
objectives.

FOR ADDITIONAL  INFORMATION  CONCERNING  CALVERT VARIABLE SERIES,  INC., AND THE
CALVERT SOCIAL MID CAP GROWTH PORTFOLIO, PLEASE SEE THE CALVERT VARIABLE SERIES,
INC. PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

VIP EQUITY-INCOME PORTFOLIO

     The VIP Equity-Income Portfolio seeks reasonable income. The fund will also
consider the potential for capital appreciation. The fund's goal is to achieve a
yield which exceeds the composite  yield on the  securities  comprising  the S&P
500. Fidelity  Management & Research Company (FMR) normally invests at least 65%
of the fund's total assets in income-producing  equity securities.  FMR may also
invest  the  fund's  assets  in  other  types  of  equity  securities  and  debt
securities, including lower-quality debt securities. The Adviser may also invest
in securities of foreign issuers in addition to securities of domestic issuers.

VIP GROWTH PORTFOLIO

     The VIP Growth Portfolio seeks to achieve capital appreciation. FMR invests
the fund's  assets in  companies  that it  believes  have  above-average  growth
potential.  Growth may be measured by factors  such as earnings or revenue.  FMR
may invest the fund's  assets in  securities  of foreign  issuers in addition to
securities of domestic issuers.

VIP HIGH INCOME PORTFOLIO

     The VIP High Income  Portfolio  seeks a high level of current  income while
also  considering  growth of capital.  FMR normally  invests at least 65% of the
fund's total assets in  income-producing  debt securities,  preferred stocks and
convertible securities,  with an emphasis on lower-quality debt securities. Many
lower-quality  debt securities are subject to legal or contractual  restrictions
limiting FMR's ability to resell the securities to the general  public.  FMR may
also invest the fund's  assets in  non-income  producing  securities,  including
defaulted  securities and common  stocks.  FMR intends to limit common stocks to
10% of the fund's  total  assets.  FMR may invest in companies  whose  financial
condition  is troubled  or  uncertain  and that may be  involved  in  bankruptcy
proceedings, reorganization or financial restructurings.

VIP OVERSEAS PORTFOLIO

     The VIP Overseas Portfolio seeks long-term growth of capital.  FMR normally
invests  at least 65% of the fund's  total  assets in  foreign  securities.  FMR
normally invests the fund's assets primarily in stocks. FMR normally diversifies
the fund's investments across different countries and regions. In allocating the
fund's investments  across countries and regions,  FMR will consider the size of
the market in each country and region relative to the size of the  international
market as a whole.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II

VIP II ASSET MANAGER PORTFOLIO

     The VIP II Asset Manager  Portfolio  seeks to obtain high total return with
reduced risk over the  long-term  by  allocating  its assets among  domestic and
foreign  stocks,  bonds and  short-term  instruments.  FMR  allocates the fund's
assets among the following  classes,  or types, of investments.  The stock class
includes equity  securities of all types.  The bond class includes all varieties
of fixed-income securities, including lower-quality debt securities, maturing in
more than one year.  The  short-term/money  market  class  includes all types of
short-term and money market instruments.

VIP II CONTRAFUND(R) PORTFOLIO

     The VIP II Contrafund(R)  Portfolio seeks long-term  capital  appreciation.
FMR normally invests the fund's assets  primarily in common stocks.  FMR invests
the fund's  assets in  securities  of companies  whose value FMR believes is not
fully  recognized  by the public.  The types of  companies in which the fund may
invest include companies  experiencing positive fundamental change such as a new
management  team or product launch,  a significant  cost-cutting  initiative,  a
merger or acquisition,  or a reduction in industry  capacity that should lead to
improved  pricing;  companies  whose  earnings  potential  has  increased  or is
expected to increase more than generally perceived;  companies that have enjoyed
recent  market  popularity  but which appear to have  temporarily  fallen out of
favor for reasons that are considered non-recurring or short-term; and companies
that are  undervalued  in relation to securities of other  companies in the same
industry.

VIP II INDEX 500 PORTFOLIO

     The VIP II Index 500 Portfolio seeks investment  results that correspond to
the total  return of common  stocks  publicly  traded in the United  States,  as
represented  by the S&P 500.


                                       18
<PAGE>
Banker's  Trust invests at least 80% of assets in common stocks  included in the
S&P 500.

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 FUND, INC.

PBHG GROWTH II PORTFOLIO

     The  investment  objective  of the PBHG  Growth  II  Portfolio  is  capital
appreciation.  The Portfolio will normally invest in growth  securities of small
and  medium-sized  companies  with  market  capitalizations  or annual  revenues
between $500 million and $10 billion. The growth securities in the Portfolio are
primarily common stocks that the Adviser believes have strong business momentum,
earnings growth and capital appreciation potential. The PBHG Growth II Portfolio
is managed by Jeffrey A. Wrona,  CFA,  who is  responsible  for  managing  other
mid-cap institutional  accounts and the PBHG Technology & Communications Fund of
The PBHG Funds, Inc.

PBHG TECHNOLOGY & COMMUNICATIONS PORTFOLIO

     The primary objective of the PBHG Technology & Communications  Portfolio is
long-term  growth of capital.  Current  income is incidental to the  Portfolio's
objective.  The  Portfolio  will  normally  invest in common stocks of companies
doing business in the technology and  communications  sectors of the market. The
Portfolio will invest 25% of its assets in one or more of the industries  within
these sectors,  which may include  computer  software and hardware,  network and
cable broadcasting,  semiconductors,  defense and data storage and retrieval and
biotechnology.  The  Portfolio  is managed by Jeffrey A.  Wrona,  CFA,  who also
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  growth of capital  through  investments in
the 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),  408 or 408A 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, Roth IRA plan under Section 408A or (5) deferred compensation plans
for  employees  established  by a unit of a state  or local  government  or by a
tax-exempt organization under Section 457.



           PREMIUMS AND CONTRACT VALUES DURING THE ACCUMULATION PERIOD

APPLICATION FOR A CONTRACT

     Any person or, in the case of Qualified Plans, any qualified  organization,
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


                                       19
<PAGE>

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 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% or 33 1/3%.

     A  Contract  Owner may change the  allocation  instructions  at any time by
giving Proper 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.  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 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

                                       20
<PAGE>


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 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:

                                       21
<PAGE>


     (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  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, 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.

Death of the Owner

     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.

     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

                                       22
<PAGE>


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.

Death of the Annuitant

     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 (1) disposal of
securities held by the Variable Account is not reasonably practicable, or (2) 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 the 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(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>

     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.


                                       23
<PAGE>


     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 per 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.

                                 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.


                                       24
<PAGE>


     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  Participant  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")

                                       25
<PAGE>


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 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.


                                       26
<PAGE>

                            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.  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 Owner is the  Beneficiary.  If the
Contract Owner is not an individual, the Contract Owner will be 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.

     However,  under certain  Qualified  Plans,  no benefit or privilege under a
Contract may be sold, assigned,  discounted, or pledged as collateral for a loan
or as security for the  performance of an obligation or for any other purpose to
any person or entity other than AUL.

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),  457, 408 or 408A 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  individual   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

                                       27
<PAGE>


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,  the  recipient  is taxed if the cash
value of the contract exceeds the investment in the contract.

   3. Amounts received as an Annuity

     For amounts received as an Annuity,  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 excludible
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.

  4. 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  includible  in gross  income.  However,  the penalty tax is not
applicable to withdrawals: (1) 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);  (2)
attributable to the recipient's  becoming totally disabled within the meaning of
Code Section 72(m)(7);  or (3) 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  (3)  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  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 (3) 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


                                       28
<PAGE>

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 includible 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  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. Roth IRA

     Effective  January 1, 1998, a Roth IRA under Code Section 408A is available
for retirement  savings for individuals with earned income.  The Contract may be
purchased  as  a  Roth  IRA.   Roth  IRA  allows  an  individual  to  contribute
non-deductible  contributions for retirement purposes,  with the earnings income
tax-deferred,  and the potential  ability to withdraw the money income  tax-free
under certain circumstances.  Roth IRAs are subject to limitations on the amount
that may be  contributed,  the  persons who may be  eligible,  and the time when
distributions must commence.  Roth IRAs may not be transferred,  sold, assigned,
discounted, or pledged as collateral for a loan or other obligation.  The annual
premium for a Roth IRA may not exceed  $2,000,  reduced by any  contribution  to
that individual's IRA. In addition,  a taxpayer may elect to convert an IRA to a
Roth IRA,  accelerating deferred income taxes on previous earnings in the IRA to
a current year.

  3. 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

                                       29
<PAGE>


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: (1) meet certain minimum standards with respect to participation, coverage
and vesting;  (2) not discriminate in favor of "highly  compensated"  employees;
(3) provide  contributions  or benefits that do not exceed certain  limitations;
(4)  prohibit  the use of plan  assets for  purposes  other  than the  exclusive
benefit  of the  employees  and their  beneficiaries  covered  by the plan;  (5)
provide  for  distributions  that  comply  with  certain  minimum   distribution
requirements;  (6) provide for certain spousal survivor benefits; and (7) 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.

  4. 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.

  5.  Deferred Compensation Plans

     Section 457 of the Code permits  employees  of state and local  governments
and units and  agencies  of state and local  governments  as well as  tax-exempt
organizations  described in Section  501(c)(3) of the Code to defer a portion of
their compensation  without paying current taxes.  Distributions  received by an
employee from a 457 Plan will be taxed as ordinary income.

Qualified Plan Federal Taxation Summary

     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.

     An Owner of a Contract purchased as a tax-deferred  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

                                       30
<PAGE>


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 Portfolios 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 the Funds 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  investment  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


                                       31
<PAGE>


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, 1999,  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 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.

                                       32
<PAGE>


                       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..................................................................    3
DISTRIBUTION OF CONTRACTS........................................................................    3
CUSTODY OF ASSETS................................................................................    3
TAX STATUS OF AUL AND THE VARIABLE ACCOUNT.......................................................    3
TAX TREATMENT OF AND LIMITS ON PREMIUMS UNDER RETIREMENT PLANS...................................  3-6
  403(b) Programs................................................................................    4
  408 and 408A Programs..........................................................................    4
  Employee Benefit Plans.........................................................................    5
  Tax Penalty for All Annuity Contracts..........................................................    5
  Withholding for Employee Benefit Plans and Tax-Deferred Annuities..............................    5
INDEPENDENT ACCOUNTANTS..........................................................................    6
PERFORMANCE INFORMATION..........................................................................  6-7
FINANCIAL STATEMENTS............................................................................. 7-19
</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.  A postage pre-paid envelope is included for this purpose.

                                       33
<PAGE>

================================================================================
          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.


          AUL  has  filed a  Registration  Statement  with  the  Securities  and
          Exchange   Commission,   Washington,   D.C.  For  further  information
          regarding the AUL American Individual Unit Trust, AUL and its variable
          annuities,   please  reference  the  Registration  statement  and  the
          exhibits filed with it or incorporated into it. All contracts referred
          to in this prospectus are also included in that filing.
================================================================================






                       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, 2000


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



                                       34
<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION
                                   May 1, 2000


                       AUL American Individual Unit Trust
                      Individual Variable Annuity Contracts

                                   Offered By



                    American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282
                                 (317) 285-4045



                 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, 2000.


         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.................................................................    3

DISTRIBUTION OF CONTRACTS.......................................................................    3

CUSTODY OF ASSETS...............................................................................    3

TAX STATUS OF AUL AND THE VARIABLE ACCOUNT......................................................    3

TAX TREATMENT OF AND LIMITS ON PREMIUMS UNDER RETIREMENT PROGRAMS...............................  3-6
  403(b) Programs...............................................................................    4
  408 and 408A Programs.........................................................................    4
  Employee Benefit Plans........................................................................    5
  Tax Penalty for All Annuity Contracts.........................................................    5
  Withholding for Employee Benefit Plans and Tax-Deferred Annuities.............................    5

INDEPENDENT ACCOUNTANTS.........................................................................    6

PERFORMANCE INFORMATION.........................................................................  6-7

FINANCIAL STATEMENTS............................................................................ 7-19
</TABLE>

                                        2
<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  70%  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 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

                                       3
<PAGE>

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  excludible  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 $10,000 a year. The $10,000 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 $10,000 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 excludible 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  excludible  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 AND 408A PROGRAMS

     Code Sections 219, 408 and 408A permit  eligible  individuals to contribute
to an individual  retirement  program,  including a Simplified  Employee Pension
Plan, an Employer Association  Established  Individual Retirement Account Trust,
known as an Individual  Retirement  Account  ("IRA"),  and a Roth 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  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  excludible  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

                                       4
<PAGE>

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.

     Withdrawals   from  Roth   IRAs  may  be  made   tax-free   under   certain
circumstances. Please consult your tax adviser for more details.

457 PROGRAMS

     Deferrals by an eligible  individual to a 457 Program generally are limited
under Section 457(b) of the Internal Revenue Code to the lesser of (a) $8,000 or
(b) 33 1/3% of the Contract  Owner's  includable  compensation.  If the Contract
Owner  participates  in more than one 457 Program,  the $8,000 limit  applies to
contributions to all such programs. The $8,000 limit is reduced by the amount of
any salary reduction  contribution the Contract Owner makes to a 403(b) Program,
a 408  Program,  or an Employee  Benefit  Program.  The Section  457(b) limit is
increased  during the last three years ending before the Contract  Owner reaches
his normal retirement age under the 457 Program.  Effective January 1, 1997, the
limit on deferrals is indexed in $500 increments.

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
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
excludible.

     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.


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.

                                       5
<PAGE>

                             INDEPENDENT ACCOUNTANTS


     PricewaterhouseCoopers  LLP,  independent  accountants,   performs  certain
accounting and auditing  services for AUL and performs  similar 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 and its internal accounting controls have been
reviewed.


                             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 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 standardized 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 ended December 31, 1999 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: (1) 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;  (2)  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 (3) 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.


                                       6
<PAGE>

     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  (1) 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;   (2)  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 (3) 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.

                              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

Report of Independent Accountants

To the Board of Directors
American United Life Insurance Company (R)

In our opinion, the accompanying combined balance sheet and the related combined
statements of operations and comprehensive  income,  policyholder's  surplus and
cash flows present fairly, in all materials respects,  the financial position of
American  United Life Insurance  Company (R) and affiliates  (the  "Company") at
December 31, 1999 and 1998,  and the results of their  operations and their cash
flows for years then ended, in conformity with accounting  principles  generally
accepted in the United States. 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 of these
financial statements in accordance with auditing standards generally accepted in
the United  States  which  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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP
_________________________________
PricewaterhouseCoopers LLP

Indianapolis, IN
March 17, 2000

<TABLE>
<CAPTION>

                                       7
<PAGE>



Combined Balance Sheet
December 31 , 1999 and 1998                                                     1999    (in millions)        1998
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                        <C>

Assets
Investments:
  Fixed maturities:
    Available for sale at fair value                                           $ 1,859.6                   $ 1,695.4
    Held to maturity at amortized cost                                           2,151.9                     2,536.2
Equity securities at fair value                                                     82.2                        75.1
Mortgage loans                                                                   1,157.8                     1,128.5
Real Estate                                                                         44.3                        46.6
Policy loans                                                                       149.3                       144.4
Short term and other invested assets                                               112.8                        64.9
Cash and cash equivalents                                                           62.3                        95.7
----------------------------------------------------------------------------------------------------------------------------------
    Total investments                                                            5,620.2                     5,786.8
----------------------------------------------------------------------------------------------------------------------------------
Accrued investment income                                                           72.5                        73.0
Reinsurance receivables                                                            432.7                       290.6
Deferred acquisition costs                                                         550.7                       451.7
Property and equipment                                                              66.9                        56.8
Insurance premiums in course of collection                                          67.3                        66.7
Other assets                                                                        48.9                        16.1
Assets held in separate accounts                                                 3,718.3                     2,594.6
----------------------------------------------------------------------------------------------------------------------------------
    Total assets                                                               $10,577.5                   $ 9,336.3
----------------------------------------------------------------------------------------------------------------------------------
Liabilities and policyholders' surplus
Liabilities
  Policy reserves                                                              $ 5,347.7                   $ 5,399.1
  Other policyholder funds                                                         158.6                       203.9
  Pending policyholder claims                                                      292.2                       209.2
  Surplus notes                                                                     75.0                        75.0
  Other liabilities and accrued expenses                                           246.5                       180.4
  Liabilities related to separate accounts                                       3,718.3                     2,594.6
----------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                9,838.3                     8,602.2
----------------------------------------------------------------------------------------------------------------------------------
Accumulated other comprehensive income:
  Unrealized appreciation  (depreciation) of securities,
     net of deferred        tax                                                    (23.6)                       39.5
Policyholders' surplus                                                             762.8                       694.6
----------------------------------------------------------------------------------------------------------------------------------
    Total policyholders' surplus                                                   739.2                       734.1
----------------------------------------------------------------------------------------------------------------------------------
    Total liabilities and policyholders' surplus                               $10,577.5                   $ 9,336.3
----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.


                                       8
<PAGE>


Combined Statement of Operations and Comprehensive Income

Year ended December 31                                                            1999     (in millions)       1998
----------------------------------------------------------------------------------------------------------------------------------
Revenues:
 Insurance premiums and other considerations                                   $   538.2                   $   478.5
 Policy and contract charges                                                        89.0                        87.7
 Net investment income                                                             431.0                       452.1
 Realized investment gains                                                            .6                        15.8
 Other income                                                                       10.9                         8.9
----------------------------------------------------------------------------------------------------------------------------------
   Total revenues                                                                1,069.7                     1,043.0
----------------------------------------------------------------------------------------------------------------------------------
Benefits and expenses:
 Policy benefits                                                               $   482.8                   $   462.4
 Interest expense on annuities and financial products                              206.9                       231.9
 Underwriting, acquisition and insurance expenses                                  177.3                       157.8
 Amortization of deferred acquisition costs                                         51.5                        59.7
 Dividends to policyholders                                                         25.9                        26.4
 Interest expense on surplus notes                                                   5.8                         5.8
 Other operating expenses                                                           13.1                        10.2
----------------------------------------------------------------------------------------------------------------------------------
   Total benefits and expenses                                                     963.3                       954.2
----------------------------------------------------------------------------------------------------------------------------------
Income before income tax expense                                                   106.4                        88.8
Income tax expense                                                                  38.2                        22.3
----------------------------------------------------------------------------------------------------------------------------------
   Net income                                                                  $    68.2                   $    66.5
----------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities:
 Unrealized holding gains (losses) arising during period                       $   (63.4)                  $     4.7
 Less: reclassification adjustment for gains (losses)
   included in net income                                                           (0.3)                        1.7
----------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss), net of tax                                      (63.1)                        3.0
----------------------------------------------------------------------------------------------------------------------------------
Comprehensive income                                                           $     5.1                   $    69.5
----------------------------------------------------------------------------------------------------------------------------------



Combined Statement of Policyholders' Surplus

December 31, 1999 and 1998                                                        1999     (in millions)     1998
----------------------------------------------------------------------------------------------------------------------------------
Policyholders' surplus at beginning of year                                    $   734.1                   $   664.6
Net income                                                                          68.2                        66.5
Change in accumulated other comprehensive
 income                                                                            (63.1)                        3.0
----------------------------------------------------------------------------------------------------------------------------------
Policyholders' surplus at end of year                                          $   739.2                   $   734.1
----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.

                                       9
<PAGE>


Combined Statement of Cash Flows

For years ended December 31, 1999 and 1998                                         1999      (in millions)    1998
----------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
----------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                     $    68.2                   $    66.5
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Amortization of deferred acquisition costs                                      51.5                        59.7
    Depreciation                                                                    12.0                        11.2
    Deferred taxes                                                                  22.0                         8.1
    Realized investment gains                                                        (.6)                      (15.8)
    Policy acquisition costs capitalized                                          (105.4)                      (94.2)
    Interest credited to deposit liabilities                                       200.3                       225.7
    Fees charged to deposit liabilities                                            (32.2)                      (32.7)
    Amortization and accrual of investment income                                   (2.5)                      (10.8)
    Increase in insurance liabilities                                              241.7                       169.6
    Increase in other assets                                                      (168.2)                      (45.5)
    Increase (decrease) in other liabilities                                        36.1                        (1.8)
----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                          322.9                       340.0
----------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Purchases:
    Fixed maturities, held to maturity                                               (.3)                      (18.7)
    Fixed maturities, available for sale                                          (650.3)                     (473.8)
    Equity securities                                                               (6.2)                      (63.7)
    Mortgage loans                                                                (185.1)                     (183.2)
    Real estate                                                                    (10.5)                       (4.9)
    Short-term and other invested assets                                           (77.2)                       (2.7)

  Proceeds from sales, calls or maturities:
    Fixed maturities, held to maturity                                             369.0                       388.9
    Fixed maturities, available for sale                                           331.3                       461.6
    Equity securities                                                                1.6                         8.1
    Mortgage loans                                                                 157.0                       179.2
    Real estate                                                                      2.1                         4.0
    Short-term and other invested assets                                            34.1                        39.9
----------------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by investing activities                                   (34.5)                      334.7
----------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
    Deposits to insurance liabilities                                              937.0                       846.6
    Withdrawals from insurance liabilities                                      (1,255.9)                   (1,467.0)
    Other                                                                           (2.9)                         .2
----------------------------------------------------------------------------------------------------------------------------------
Net cash used by financing activities                                             (321.8)                     (620.2)
----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                               (33.4)                       54.5
----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents beginning of year                                         95.7                        41.2
----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents end of year                                          $    62.3                   $    95.7
----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
</TABLE>

                                       10
<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 49  states  and  the  District  of  Columbia  and is an  authorized
reinsurer in all states. AUL offers individual life and annuity products through
its career agent  distribution  system.  AUL's qualified group retirement plans,
tax-deferred annuities and other non-medical group products are marketed through
independent agents and brokers, as well as career agents who are supported by 32
regional  sales  offices  located  throughout  the  country.   Life  and  pooled
reinsurance  is  marketed  directly  to other  insurance  companies  in both the
domestic and international  markets.  The combined company financial  statements
include the accounts of AUL, The State Life Insurance  Company (State Life), AUL
Equity  Sales  Corporation,   and  AUL  Reinsurance  Management  Services,  LLC.
Significant intercompany transactions have been excluded.

The  accompanying  financial  statements  have been prepared in accordance  with
accounting  principles  generally  accepted in the United States (GAAP). AUL and
State  Life  file  separate  financial   statements  with  insurance  regulatory
authorities,  which are prepared on the basis of statutory  accounting practices
that  are  significantly   different  from  financial   statements  prepared  in
accordance  with GAAP.  These  differences  are  described  in detail in Note 10
-Statutory Information.

The  preparation  of  financial  statements  in  conformity  with GAAP  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.
Unrealized  gains  and  losses,   resulting  from  carrying   available-for-sale
securities  at fair  value,  are  reported  in  policyholders'  surplus,  net of
deferred  taxes.  Fixed  maturity  securities  that 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 $30.9 million and $31.7 million at December 31,
1999 and 1998,  respectively.  Depreciation  expense for investment  real estate
amounted  to $2.3  million  and $2.4  million  for 1999 and 1998,  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.

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.

     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 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.

                                       11
<PAGE>



NOTES TO FINANCIAL STATEMENTS (Continued)

1.  Significant Accounting Policies (continued)


Assets Held in Separate Accounts

Separate  accounts  are  funds on which  investment  income  and gains or losses
accrue  directly to certain  policies,  primarily  variable  annuity  contracts,
equity-based  pension  and profit  sharing  plans and  variable  universal  life
policies.  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
$54.2 million and $47.1 million as of December 31, 1999 and 1998,  respectively.
The Company  provides  for  depreciation  of property  and  equipment  using the
straight-line  method over its estimated useful life.  Depreciation  expense for
1999 and 1998 was $9.6 million and $8.8 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 deferred policy  acquisition costs.
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.

Comprehensive Income

Comprehensive  income is the change in policyholder  surplus of the Company that
results from  recognized  transactions  and other economic  events of the period
other than transactions with the  policyholders.  Comprehensive  income includes
net income and net unrealized gains (losses) on securities.

                                       12
<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)

2. Investments:

The book value and fair value of  investments  in fixed  maturity  securities by
type of investment were as follows:

<TABLE>
<CAPTION>
                                                                                         December 31, 1999
----------------------------------------------------------------------------------------------------------------------------------
                                                                                            Gross      Gross        Estimated
                                                                               Amortized  Unrealized  Unrealized    Fair
                                                                                  Cost      Gains      Losses       Value
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>         <C>        <C>
Available for sale:                                         (in millions)
Obligations of U.S. government, states,
    political subdivisions and
    foreign governments                                                        $    39.7  $     1.0   $    1.6   $     39.1
Corporate securities                                                             1,318.7        8.2       57.1      1,269.8
Mortgage-backed securities                                                         556.5        7.4       13.2        550.7
----------------------------------------------------------------------------------------------------------------------------------
                                                                               $ 1,914.9  $    16.6   $   71.9   $  1,859.6
----------------------------------------------------------------------------------------------------------------------------------
Held to maturity:
Obligations of U.S. government, states,
    political subdivisions and
    foreign governments                                                        $    90.7  $     1.3   $    1.2   $     90.8
Corporate securities                                                             1,448.1       34.1       35.5      1,446.7
Mortgage-backed securities                                                         613.1       14.1        6.9        620.3
----------------------------------------------------------------------------------------------------------------------------------
                                                                               $ 2,151.9  $    49.5   $   43.6   $  2,157.8
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

                                                                                          December 31, 1998
----------------------------------------------------------------------------------------------------------------------------------
                                                                                            Gross       Gross      Estimated
                                                                               Amortized  Unrealized  Unrealized    Fair
                                                                                 Cost       Gains       Losses      Value
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>         <C>        <C>
Available for sale:                                         (in millions)
Obligations of U.S. government, states,
    political subdivisions and
    foreign governments                                                        $    42.7  $     5.4   $    0.0   $     48.1
Corporate securities                                                             1,119.7       65.5        4.3      1,180.9
Mortgage-backed securities                                                         440.7       26.0        0.3        466.4
----------------------------------------------------------------------------------------------------------------------------------
                                                                               $ 1,603.1  $    96.9   $    4.6   $  1,695.4
----------------------------------------------------------------------------------------------------------------------------------
Held to Maturity:
Obligations of U.S. government, stats,
    political subdivisions and
    foreign governments                                                        $   108.8  $     7.6   $    0.0   $    116.4
Corporate securities                                                             1,656.4      141.0        2.9      1,794.5
Mortgage-backed securities                                                         771.0       50.3        0.3        821.0
----------------------------------------------------------------------------------------------------------------------------------
                                                                               $ 2,536.2  $   198.9   $    3.2   $  2,731.9
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The amortized cost and fair value of fixed  maturity  securities at December 31,
1999, 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>
<CAPTION>

                              Available for Sale                    Held to Maturity                      Total
                           ------------------------          -------------------------          -------------------------
                           Amortized        Fair              Amortized         Fair             Amortized     Fair
(in millions)              Cost             Value              Cost             Value            Cost          Value
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>                 <C>             <C>                <C>          <C>

Due in one year or less   $    58.2     $    58.2           $  111.0        $  111.2           $     169.2  $     169.4
Due after one year
   through five years         408.2         401.8              668.0           664.6               1,076.2      1,066.4
Due after five years
   through 10 years           438.3         417.6              439.0           447.3                 877.3        864.9
Due after 10 years            453.7         431.3              320.8           314.4                 774.5        745.7
----------------------------------------------------------------------------------------------------------------------------------
                            1,358.4       1,308.9            1,538.8         1,537.5               2,897.2      2,846.4
Mortgage-backed securities    556.5         550.7              613.1           620.3               1,169.6      1,171.0
----------------------------------------------------------------------------------------------------------------------------------
                          $ 1,914.9     $ 1,859.6           $2,151.9        $2,157.8           $   4,066.8  $   4,018.4
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       13
<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)


2.  Investments (continued)

Net investment income consisted of the following:

for years ended December 31                       1999  (in millions)    1998
--------------------------------------------------------------------------------
Fixed maturity securities                         $318.0                 $341.0
Equity securities                                    4.3                    2.3
Mortgage loans                                      99.9                   98.5
Real estate                                         11.3                   10.7
Policy loans                                         9.0                    8.8
Other                                                8.5                   10.0
--------------------------------------------------------------------------------
Gross investment income                            451.0                  471.3
Investment expenses                                 20.0                   19.2
--------------------------------------------------------------------------------
Net investment income                             $431.0                 $452.1
--------------------------------------------------------------------------------

Proceeds from the sales,  maturities or calls of Investments In fixed maturities
during  1999 and 1998 were  approximately  $700.3  million  and $850.5  million,
respectively. Gross gains of $4.4 million and $14.9 million, and gross losses of
$3.0 million and $0.6 million were realized in 1999 and 1998, respectively.  The
change in unrealized appreciation (depreciation) of fixed maturities amounted to
approximately $(147.6) million and $7.2 million in 1999 and 1998, respectively.

Accumulated comprehensive income consisted of the following:

for  years ended December 31                      1999   (in millions)   1998
--------------------------------------------------------------------------------
Unrealized appreciation (depreciation):
    Fixed income securities                       $(55.3)                $ 92.3
    Equity securities                                2.6                    2.3
Valuation allowances                                15.5                  (30.1)
Deferred taxes                                      13.6                  (25.0)
--------------------------------------------------------------------------------
Accumulated other comprehensive income            $(23.6)                  39.5
--------------------------------------------------------------------------------

At December  31, 1999,  the  unrealized  appreciation  on equity  securities  of
approximately  $2.6 million is comprised of $2.7 million in unrealized gains and
$.1  million  of  unrealized   losses  and  has  been   reflected   directly  in
policyholders'  surplus.  The change in the  unrealized  appreciation  of equity
securities  amounted  to  approximately  $.3 million and $.l million in 1999 and
1998, 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. At December 31, 1999, the largest geographic concentration
of  commercial  mortgage  loans was in Indiana,  California  and Florida,  where
approximately 29 percent of the portfolio was invested. A total of 36 percent of
the mortgage loans have been issued on retail  properties,  primarily  backed by
long-term leases or guarantees from strong credits.

The Company has outstanding  mortgage loan  commitments at December 31, 1999, of
approximately $91.5 million.

As of  December  31,  1999,  there  were no  investments  that  were  non-income
producing for the previous 12-month period.


                                       14
<PAGE>


NOTES TO FINANCIAL STATEMENT (Continued)

3. Insurance Liabilities:
Insurance liabilities consisted of the following:
<TABLE>
<CAPTION>
                                                                     (in millions)
___________________________________________________________________________________________________________________________
                                                           Mortality or
                                          Withdrawal        Morbidity         Interest Rate                December 31,
                                         Assumption        Assumption          Assumption                1999        1998
___________________________________________________________________________________________________________________________
<S>                                      <C>               <C>              <C>                        <C>         <C>

Future policy benefits:
       Participating whole life          Companys          Company           2.5% to 6.0%              $ 672.4     $ 632.7
                                         experience        experience
       Universal life-type contracts        n/a               n/a                                        384.6       381.2
       Other individual life contracts   Company           Company           2.5% to 8.0%                305.4       271.1
                                         experience        experience
       Accident and health                  n/a               n/a               n/a                      138.2        55.2
       Annuity products                     n/a               n/a               n/a                    3,670.1     3,803.7
       Group life and health                n/a               n/a               n/a                      177.0       195.2
Other policyholder funds                    n/a               n/a               n/a                      158.6       203.9
Pending policyholder claims                 n/a               n/a               n/a                      292.2       209.2
___________________________________________________________________________________________________________________________
       Total  insurance  liabilities                                                                  $5,798.5    $5,752.2
___________________________________________________________________________________________________________________________

</TABLE>


Participating  life  insurance  policies  under  generally  accepted  accounting
principles  represent  approximately  5  percent  and 7  percent  of  the  total
individual life insurance in force at December 31, 1999 and 1998,  respectively.
Participating  policies  represented  approximately 29 percent and 34 percent of
life premium income for 1999 and 1998, respectively.  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
periodically  in an amount between the minimum ERISA required  contribution  and
the  maximum   tax-deductible   contribution.   Such  amounts  are  expensed  as
contributed.  Contributions  made to the plan were $1.6 million in 1999 and $2.1
million in 1998. The following  benefit  information for the employees'  defined
benefit plan was determined by  independent  actuaries as of January 1, 1999 and
1998,  respectively,  the  most  recent  actuarial  valuation  dates:

                                                        1999  (in millions) 1998
________________________________________________________________________________
Actuarial  present  value of  accumulated  benefits
  for the  employees' defined benefit plan             $37.1              $33.6
Fair value of plan assets                               57.2               49.6
________________________________________________________________________________
Funded status                                          $20.1              $16.0
________________________________________________________________________________
Net periodic pension cost                              $ 2.3              $ 2.1
________________________________________________________________________________


The  assumed  discount  rate was 6.6  percent and 7.2 percent for 1999 and 1998,
respectively. For both 1999 and 1998, the expected return on plan assets was 8.0
percent and the rate of compensation increase assumed was 6.0 percent.  Benefits
paid out of the plan were approximately $5.1 million in 1999 and $3.1 million in
1998.

The   Company   has  a   defined   contribution   plan  and  a   401(k)   salary
reduction/savings plan for employees. Quarterly contributions covering employees
who have  completed one full calendar year of service are made by the Company in
amounts based upon the Company's financial results. Company contributions to the
plan during 1999 and 1998 were $2.2 million and $1.7 million, respectively.

The Company has a defined  contribution  pension plan and a 401(k) plan covering
substantially all agents, except general agents. Contributions of 4.5 percent of
defined  commissions  (plus 4.5 percent for commissions over the Social Security
wage base) are made to the  pension  plan.  An  additional  contribution  of 3.0
percent of defined  commissions is made to a 401(k) plan. Company  contributions
expensed for these plans for 1999 and 1998 were $.3 million.

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

                                       15
<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)

4.  Employees' and Agent's Benefit Plans: (continued)

AUL has entered  into  deferred  compensation  agreements  with some  employees,
agents and general agents.  These deferred amounts are payable  according to the
terms and subject to the  conditions  of said  agreements.  Annual  costs of the
agreements are not material to AUL.

The  Company  also  provides  certain  health care and life  insurance  benefits
(postretirement  benefits) for retired employees and certain agents  (retirees).
Employees  and agents  with at least 10 years of plan  participation  may become
eligible for such  benefits if they reach  retirement  age while working for the
Company.


Accrued postretirement benefits as of December 31:         1999(in millions)1998
________________________________________________________________________________
Accumulated postretirement benefit obligation             $11.5           $11.0
Net postretirement benefit cost                             1.3             1.3
Company contributions                                        .8              .8
________________________________________________________________________________

There are no  specific  plan  assets  for this  postretirement  liability  as of
December 31, 1999 and 1998.  Claims incurred for benefits were funded by company
contributions.

The assumed  discount rate used in determining  the  accumulated  postretirement
benefit was 7.0  percent  and the  assumed  health care cost trend rate was 10.0
percent  graded to 5.0 percent  until 2004.  Compensation  rates were assumed to
increase 6.0 percent at each year end.  The health  coverage for retirees 65 and
over is capped in the year 2000 and for all future  years.  The health care cost
trend  rate  assumption  has no  effect on the  amounts  reported  for 1999.  An
increase in the assumed  health  care cost trend rates by one  percentage  point
would  not  affect  the  accumulated  postretirement  benefit  obligation  as of
December 31, 1999, and would  increase the  accumulated  postretirement  benefit
cost for 1998 by $.2 million.

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:

for years ended December 31                            1999(in  millions) 1998
________________________________________________________________________________
Income tax computed at statutory tax rate              $37.2           $31.0
  Tax-exempt income                                     (1.5)           (2.0)
  Mutual company differential earnings amount            6.7              4.3
  Prior year differential earnings amount               (4.2)          (10.2)
  Other                                                 (0.0)           (0.8)
________________________________________________________________________________
  Income tax expense                                   $38.2           $22.3
________________________________________________________________________________

The  components of the provision for income taxes on earnings  included  current
tax  provisions of $16.2 million and $14.2 million for the years ended  December
31, 1999 and 1998,  respectively,  and deferred tax expense of $22.0 million and
$8.1 million for the years ended December 31, 1999 and 1998, respectively.
<TABLE>
<CAPTION>

Deferred income tax assets (liabilities) as of December 31     1999 (in millions) 1998
______________________________________________________________________________________
<S>                                                          <C>               <C>

Deferred policy acquisition costs                            $(170.5)          $(148.8)
Investments                                                     (5.4)            (11.1)
Insurance liabilities                                          149.3             158.9
Unrealized depreciation (appreciation) of securities            12.9             (23.6)
Other                                                           (2.6)             (6.1)
________________________________________________________________________________________
 Deferred income tax assets (liabilities)                    $ (16.3)          $ (30.7)
________________________________________________________________________________________
</TABLE>

Federal income taxes paid were $10.6 million for both 1999 and 1998.

                                       16
<PAGE>



NOTES TO FINANCIAL STATEMENTS (continued)

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, 1999 and 1998, life  reinsurance  assumed was
approximately  78 percent and 74 percent,  respectively,  of life  insurance  in
force.

For individual life policies, the Company cedes the portion of the total risk in
excess of $1,500,000.  For other policies,  the Company has established  various
limits  of  coverage  it will  retain  on any one  policyholder  and  cedes  the
remainder of such coverage.

Certain statistical data with respect to reinsurance follows:

for years ended December 31                       1999 (in millions)1998
_________________________________________________________________________
Direct statutory premiums                         $399.8          $374.1
Reinsurance assumed                                385.4           329.7
Reinsurance ceded                                 (166.2)         (150.2)
_________________________________________________________________________
  Net premiums                                     619.0           553.6
_________________________________________________________________________
  Reinsurance recoveries                          $158.8          $146.4
_________________________________________________________________________

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.  Six
reinsurers  account for  approximately 64 percent of the Company's  December 31,
1999, 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 percent  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  1999 was $5.8
million.

The Company has available a $125 million credit  facility.  No amounts have been
drawn as of December 31, 1999.

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.

9. Acquisitions:

During  1999,  AUL entered  into an  agreement  to purchase  certain  assets and
business   operations  of  the  North  American   accident  and  long-term  care
reinsurance  divisions  of  UnumProvident   Corporation  for  approximately  $39
million.  AUL  Reinsurance  Management  Services,  LLC (AUL RMS), a newly formed
subsidiary of AUL as a result of this transaction, will continue the reinsurance
management activities of this business.

In a separate transaction,  AUL assumed certain reinsurance  liabilities related
to  the  participation  in  reinsurance  pools  from  UnumProvident  Corporation
amounting to approximately $117 million.

                                       17
<PAGE>



NOTES TO FINANCIAL STATEMENTS (continued)

10. Statutory Information:

AUL and State Life prepare  statutory  financial  statements in accordance  with
accounting  principles  and  practices  prescribed  or  permitted by the Indiana
Department  of  Insurance.   Prescribed  statutory  accounting  practices  (SAP)
currently  include  state laws,  regulations  and general  administrative  rules
applicable to all insurance enterprises domiciled in a particular state, as well
as practices  described  in National  Association  of  Insurance  Commissioners'
(NAIC) publications.

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

for years ended December 31                           1999 (in millions) 1998
_______________________________________________________________________________
 SAP surplus                                         $497.4             $496.5
 Deferred policy acquisition costs                    535.7              481.8
 Adjustments to policy reserves                      (290.9)            (306.0)
 Asset valuation and interest maintenance reserves     85.8               88.9
 Unrealized gain on invested assets, net              (23.6)              39.5
 Surplus notes                                        (75.0)             (75.0)
 Deferred income taxes                                (27.5)              (6.7)
 Other, net                                            37.3               15.1
_______________________________________________________________________________
 GAAP surplus                                        $739.2             $734.1
_______________________________________________________________________________




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

for years ended December 31                       1999   ( in millions)   1998
________________________________________________________________________________
  SAP income                                      $27.9                  $33.5
  Deferred policy acquisition costs                53.7                   34.5
  Adjustments to policy reserves                   (7.4)                  (3.7)
  Deferred income taxes                           (22.0)                  (8.1)
  Other, net                                       16.0                   10.3
_______________________________________________________________________________
  GAAP net income                                 $68.2                  $66.5
_______________________________________________________________________________


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 $4.9 million at December 31, 1999.

11. Fair Value of Financial Instruments:

The disclosure of fair value information about certain financial  instruments is
based  primarily  on  quoted  market  prices.  The  fair  values  of  short-term
investments and policy loans  approximate the carrying  amounts  reported in the
balance  sheets.  Fair  values for fixed  maturity  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  interest-bearing  policyholder
funds  approximate  the statement  values  because  interest  rates  credited to
account  balances  approximate  current  rates paid on similar funds and 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, 1999 and 1998 follow.


                                       18
<PAGE>

NOTES TO FINANCIAL STATEMENTS (continued)

11.  Fair Value of Financial Instruments: (continued)
________________________________________________________________________________
                                       1999    (in millions)     1998
                                 Carrying    Fair          Carrying     Fair
                                 Amount      Value          Amount       Value
________________________________________________________________________________
Fixed maturity securities:
 Available for sale             $1,859.6    $1,859.6      $1,695.4    $1,695.4
 Held to maturity                2,151.9     2,157.8       2,536.2     2,731.9
Equity securities                   82.2        82.2          75.1        75.1
Mortgage loans                   1,157.8     1,160.4       1,128.5     1,202.1
Policy loans                       149.3       149.3         144.4       144.4
Surplus notes                       75.0        70.2          75.0        80.5
_______________________________________________________________________________


12. Subsequent Events:

At December 31, 1999,  the Company had  invested  $54.0  million with a carrying
value of $59.0 million in Indianapolis  Life Group of Companies with the purpose
of creating an affiliation under a mutual holding structure.  Subsequent to year
end,  the  Company  redeemed  the  investment  for $64.6  million  and ended the
affiliation.


                                       19
<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.


AUL has  filed  a  Registration  Statement  with  the  Securities  and  Exchange
Commission,  Washington, D.C. For further information regarding the AUL American
Individual  Unit Trust,  AUL and its variable  annuities,  please  reference the
Registration  statement and the exhibits filed with it or incorporated  into it.
All contracts  referred to in this  prospectus are also included in that filing.
================================================================================




                       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, 2000

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

                                       20
<PAGE>


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