JACKSON NATIONAL SEPARATE ACCOUNT I
497, 1998-04-06
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Please read this  prospectus  before  investing,  and keep it on file for future
reference.  It contains  important  information  about the Perspective Fixed and
Variable Annuity that you ought to know before investing.

To learn more about the Perspective Fixed and Variable Annuity contract, you can
obtain a free copy of the Statement of Additional  Information (SAI) dated April
1, 1998, by calling  Jackson  National at (800)  766-4683 or by writing  Jackson
National  at:  Annuity  Service  Center,  P.O.  Box  378002,  Denver,   Colorado
80237-8002.  The SAI has been filed with the Securities and Exchange  Commission
(SEC) and is legally a part of this prospectus. The Table of Contents of the SAI
appears  at  the  end  of  this   prospectus.   The  SEC   maintains  a  website
(http://www.sec.gov)  that contains the SAI, material  incorporated by reference
and other information  regarding  registrants that file  electronically with the
SEC.

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

NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

THE PERSPECTIVE
FIXED AND VARIABLE ANNUITY

Issued by Jackson National Life Insurance  Company and Jackson National Separate
Account - I

The fixed and  variable  annuity  contract is an  individual,  flexible  premium
deferred annuity with 4 guaranteed accounts which offer an interest rate that is
guaranteed by Jackson National Life Insurance Company (Jackson  National) and 22
investment portfolios.  You can put your money in any of the guaranteed accounts
and/or  the  investment  portfolios  but you may not put your money in more than
eighteen of the investment optiosn during the life of your contract.

The investment  portfolios  purchase  shares of the following  series of the JNL
Series Trust:

   JNL Aggressive  Growth Series
   JNL Capital  Growth Series
   JNL Global  Equities Series  
   JNL/Alger  Growth  Series  
   JNL/Eagle  Core  Equity  Series  
   JNL/Eagle SmallCap  Equity  Series  
   JNL/Putnam  Growth Series  
   JNL/Putnam  Value Equity Series 
   JNL/S&P  Conservative Growth Series I 
   JNL/S&P Moderate Growth Series I
   JNL/S&P Aggressive Growth Series I
   JNL/S&P Very Aggressive Growth Series I
   JNL/S&P Equity Growth Series I
   JNL/S&P Equity Aggressive Growth Series I
   PPM America/JNL Balanced Series
   PPM America/JNL High Yield Bond Series
   PPM America/JNL Money Market Series
   Salomon Brothers/JNL Global Bond Series
   Salomon Brothers/JNL U.S. Government
         & Quality Bond Series
   T. Rowe Price/JNL Established Growth Series
   T. Rowe Price/JNL International Equity
         Investment Series
   T. Rowe Price/JNL Mid-Cap Growth Series


APRIL 1, 1998



<PAGE>


TABLE OF CONTENTS


Key Facts

Fee Table

The Annuity Contract

The Company

The Guaranteed Accounts

The Separate Account

Investment Portfolios

Contract Charges

Purchases

Transfers

Access to Your Money

Income Payments (The Income Phase)

Death Benefit

Taxes

Other Information


Table of Contents of the Statement of Additional Information


Appendix A




<PAGE>


KEY FACTS

Annuity Service Center:             1 (800) 766-4683
         Mail Address:              P.O. Box 378002, Denver, Colorado
                                    80237-8002
         Delivery Address:          8055 East Tufts Avenue, Second Floor,
                                    Denver, Colorado  80237

Institutional Marketing Group
Service Center:                     1 (800) 777-7779
         Mail Address:              P.O. Box 30386, Lansing, Michigan
                                    48909-9692
         Delivery Address:          5901 Executive Drive, Lansing, Michigan
                                    48911  Attn:  IMG

Home Office:                        5901 Executive Drive, Lansing, Michigan
                                    48911

The Annuity  Contract               The  fixed  and  variable annuity contract 
                                    offered by Jackson National provides   a  
                                    means  for   investing   on  a tax-deferred
                                    basis   in   the   guaranteed accounts   of
                                    Jackson   National   and  the investment   
                                    portfolios.   The  contract  is intended  
                                    for  retirement  savings  or other long-term
                                    investment  purposes and provides for a 
                                    death benefit and income options.

                                    The   contract    has   two   phases:    the
                                    accumulation  phase  and the  income  phase.
                                    During  the  accumulation  phase,   earnings
                                    accumulate on a  tax-deferred  basis and are
                                    taxed as income when you make a  withdrawal.
                                    The  income  phase  occurs  when  you  begin
                                    receiving   regular   payments   from   your
                                    contract. The amount of money you accumulate
                                    in your  contract  during  the  accumulation
                                    phase  will  determine  the amount of income
                                    payments during the income phase.

Investment Options                  You can put  money  into any of the
                                    guaranteed  accounts  and/or the  investment
                                    portfolios but you may not put your money in
                                    more than eighteen of the investment options
                                    during the life of your contract.

                                    The  guaranteed  accounts  offer an interest
                                    rate that is guaranteed by Jackson National.
                                    While your money is in a guaranteed account,
                                    the  interest  your  money  earns  and  your
                                    principal   are    guaranteed   by   Jackson
                                    National.

                                    The investment portfolios purchase shares of
                                    series of mutual  funds.  These  series  are
                                    described  in the  attached JNL Series Trust
                                    prospectus.  The  value  of  the  investment
                                    portfolios  will vary in accordance with the
                                    investment  performance  of the series.  You
                                    bear the investment  risk under the contract
                                    for all amounts  allocated to the investment
                                    portfolios.

Expenses                            The  contract  has  insurance  features  and
                                    investment  features,  and  there  are costs
                                    related to each.

                                    Jackson  National  makes a deduction for its
                                    insurance charges which is equal to 1.40% of
                                    the daily value of the contracts invested in
                                    the   investment   portfolios.   During  the
                                    accumulation phase, Jackson National deducts
                                    a $35  annual  contract  maintenance  charge
                                    from your contract.

                                    If you take your money out of the  contract,
                                    Jackson  National  may  assess a  withdrawal
                                    charge.  The withdrawal  charge starts at 7%
                                    in the first year and  declines 1% a year to
                                    0% after 7 years.

                                    Jackson  National may assess a state premium
                                    tax charge which ranges from 0-4%, depending
                                    upon the  state,  when you  begin  receiving
                                    regular income  payments from your contract,
                                    when you make a  withdrawal  or,  in  states
                                    where required, at the time premium payments
                                    are made.

                                    There  are  also  investment  charges  which
                                    range  from  .20% to  1.25%  of the  average
                                    daily value of the series,  depending on the
                                    series.

Purchases                           Under  most  circumstances,  you  can  buy a
                                    contract  for $5,000 or more ($2,000 or more
                                    for a qualified plan contract).  You can add
                                    $500 ($50 under the automatic  payment plan)
                                    or more at any time during the  accumulation
                                    phase.

Access to Your Money                You can take money out of your contract
                                    during the accumulation phase.  At any
                                    time during the accumulation phase, you 
                                    may withdraw premiums which are not
                                    subject to a withdrawal charge (premiums 
                                    in your annuity for seven years or
                                    longer and not previously withdrawn).  Once
                                    every year, you may withdraw the
                                    greater of earnings or 10% of premiums 
                                    paid (not yet withdrawn).  Withdrawals
                                    in excess of that will be charged a 
                                    withdrawal charge.  You may also have to
                                    pay income tax and a tax penalty on any 
                                    money you take out.

Income Payments                     If you want to receive regular income 
                                    from your annuity, you can choose one of
                                    four options:  (1) monthly payments for
                                    the annuitant's life; (2) monthly
                                    payments for the annuitant's life and
                                    the life of another person (usually the
                                    annuitant's spouse); (3) monthly payments 
                                    for the annuitant's life, but with
                                    payments continuing to you or your 
                                    designated beneficiary for 10 or 20 years
                                    if the annuitant dies before the end of the
                                    selected period; and (4) payments for a 
                                    period of 5 to 30 years.

                                    During the income  phase,  you have the same
                                    investment   choices   you  had  during  the
                                    accumulation  phase.  You can choose to have
                                    payments come from the guaranteed  accounts,
                                    the  investment  portfolios  or both. If you
                                    choose  to have  any  part of your  payments
                                    come  from the  investment  portfolios,  the
                                    dollar  amount of your payments may go up or
                                    down.  If  you  choose  a  variable   income
                                    option,   you  may  make  transfers  between
                                    investment  portfolios  but you may not make
                                    transfers  in to or out  of  the  guaranteed
                                    accounts.

Death Benefit                       If you die before moving to the income
                                    phase, the person you have chosen as
                                    your beneficiary will receive a death 
                                    benefit.  The death benefit equals:  (a)
                                    current contract value or (b) the total 
                                    premiums (less withdrawals, withdrawal
                                    charges and premium taxes) compounded at 
                                    5% (4% if you are over age 70 at the
                                    date of issue) or (c) the contract value 
                                    at the end of the 7th contract year
                                    PLUS all premiums made since the 7th year 
                                    (less withdrawals, withdrawal
                                    charges and premium taxes) compounded at 
                                    5% (4% if you are over age 70 at the
                                    date of issue) -- whichever is GREATEST.  
                                    The death benefit under (c) will
                                    never exceed 250% of premiums paid,
                                    less partial withdrawals.  The death
                                    benefit under (b) and (c) is not available
                                    in all states.

Free Look                           If you  cancel  your  contract  within
                                    twenty days after  receiving it (or whatever
                                    period is required in your  state),  Jackson
                                    National   will   return  the  amount   your
                                    contract is worth on the day we receive your
                                    request.  This may be more or less than your
                                    original   payment.   If  required  by  law,
                                    Jackson National will return your premium.

Taxes                               The Internal  Revenue Code provides that you
                                    will  not be taxed  on the  earnings  on the
                                    money held in your  contract  until you take
                                    money   out   (this   is   referred   to  as
                                    tax-deferral).  There are different rules as
                                    to how you  will be taxed  depending  on how
                                    you  take  the  money  out and  the  type of
                                    contract   you   have    (non-qualified   or
                                    qualified).


<PAGE>


FEE TABLE

Owner Transaction Expenses
<TABLE>
<CAPTION>

         Withdrawal Charge (as a percentage of premium payments):
<S>                                            <C>    <C>    <C>   <C>    <C>   <C>    <C>    <C>
          Years Since Premium Payment          0      1      2     3      4     5      6      7+
          Charge                               7%     6%     5%    4%     3%    2%     1%     0%
</TABLE>

          Transfer Fee:
          No charge for first 15 transfers in a contract year;  thereafter,  the
          fee is $25 per transfer. 

          Contract Maintenance Charge:
          $35 per contract per year

Separate Account Annual Expenses (as a percentage of average account value)
         Mortality and Expense Risk Charges                      1.25%
         Administration Charge                                    .15%
         Total Separate Account Annual Expenses                  1.40%

Series Annual Expenses
(as a percentage of the series average net assets)

<TABLE>
<CAPTION>

                                                                                Other Expenses    Total
                                                                  Management    (After            Series
JNL Series Trust                                                  Fee           Reimbursement)    Annual
                                                                                                  Expenses
- ----------------------------------------------------------------- ------------- ----------------- ------------


<S>                                                                  <C>               <C>            <C>   
JNL Aggressive Growth Series                                         .95%              .15%           1.10% 
JNL Capital Growth Series                                            .95%              .15%           1.10% 
JNL Global Equities Series                                          1.00%              .15%           1.15% 
JNL/Alger  Growth Series                                            .975%              .15%          1.125% 
JNL/Eagle  Core Equity  Series                                       .90%              .15%           1.05% 
JNL/Eagle  SmallCap Equity  Series                                   .95%              .15%           1.10% 
JNL/Putnam  Growth  Series **                                        .90%              .15%           1.05% 
JNL/Putnam  Value Equity  Series **                                  .90%              .15%           1.05% 
JNL/S&P  Conservative  Growth Series I                               .20%                0%**          .20% 
JNL/S&P  Moderate Growth Series I                                    .20%                0%**          .20% 
JNL/S&P Aggressive  Growth Series I                                  .20%                0%**          .20% 
JNL/S&P Very Aggressive Growth Series I                              .20%                0%**          .20% 
JNL/S&P  Equity Growth  Series I                                     .20%                0%**          .20% 
JNL/S&P  Equity Aggressive Growth Series I                           .20%                0%**          .20% 
PPM America/JNL Balanced Series **                                   .75%              .15%            .90% 
PPM America/JNL  High Yield Bond Series                              .75%              .15%            .90% 
PPM America/JNL Money Market Series                                  .60%              .15%            .75% 
Salomon  Brothers/JNL Global Bond Series                             .85%              .15%           1.00% 
Salomon  Brothers/JNL U.S. Government & Quality Bond Series          .70%              .15%            .85% 
T.  Rowe  Price/JNL  Established  Growth  Series                     .85%              .15%           1.00% 
T. Rowe Price/JNL  International  Equity  Investment  Series        1.10%              .15%           1.25% 
T. Rowe Price/JNL  Mid-Cap  Growth  Series                           .95%              .15%           1.10% 

- --------------------------------------------------------------------------------------------------------------
</TABLE>




** Prior to May 1, 1997, the management fee for the JNL/Putnam Growth Series was
 .90%, the  management  fee for the JNL/Putnam  Value Equity Series was .75%, and
the  management  fee for the PPM  America/JNL  Balanced  Series was .90%. ** The
JNL/S&P  Conservative Growth Series I, JNL/S&P Moderate Growth Series I, JNL/S&P
Aggressive  Growth  Series I, JNL/S&P Very  Aggressive  Growth Series I, JNL/S&P
Equity Growth Series I, and JNL/S&P Equity  Aggressive Growth Series I commenced
operations  on April 1, 1998.  Estimated  expenses  for the first fiscal year of
operation are shown. Actual expenses may be greater or lesser than those shown.

Currently,  the  adviser  reimburses  each  of the  Series  for  certain  annual
expenses. These reimbursements are voluntary and may be modified or discontinued
at any time. The adviser may be entitled to a refund of  reimbursements  made on
or after  April 1, 1998.  See the  attached  JNL  Series  Trust  prospectus  for
additional information.

Currently,  the adviser voluntarily  reimburses each of the following Series for
annual expenses  (excluding  management fees) in excess of .15% of average daily
net assets. Prior to reimbursement, total Series annual expenses as a percentage
of net assets for the period  ended  December  31, 1997,  were:  JNL  Aggressive
Growth Series -- 1.17%;  JNL Capital Growth Series -- 1.11%; JNL Global Equities
Series -- 1.37%;  JNL/Alger Growth Series -- 1.10%; JNL/Eagle Core Equity Series
- - 1.54%;  JNL/Eagle SmallCap Equity Series - 1.51%;  JNL/Putnam Growth Series --
1.05%;  JNL/Putnam Value Equity Series -- 1.09%; PPM America/JNL Balanced Series
- -- .94%; PPM America/JNL  High Yield Bond Series -- .90%; PPM America/JNL  Money
Market Series -- .76%; Salomon Brothers/JNL Global Bond Series -- 1.07%; Salomon
Brothers/JNL  U.S.  Government & Quality Bond Series -- .96%; T. Rowe  Price/JNL
Established  Growth  Series -- .98%;  T.  Rowe  Price/JNL  International  Equity
Investment  Series -- 1.32%;  and T. Rowe  Price/JNL  Mid-Cap  Growth  Series --
1.06%.

Currently,  the adviser voluntarily  reimburses each of the following Series for
all annual expenses (excluding  management fees). Prior to reimbursement,  total
Series annual expenses as a percentage of net assets are expected to be: JNL/S&P
Conservative  Growth Series I -- .32%, JNL/S&P Moderate Growth Series I -- .32%,
JNL/S&P  Aggressive  Growth  Series I -- .32%,  JNL/S&P Very  Aggressive  Growth
Series I -- .32%,  JNL/S&P  Equity  Growth  Series  I --  .32%,  JNL/S&P  Equity
Aggressive Growth Series I -- .32%.  Because these Series invest in other Series
of the JNL Series Trust,  these Series will indirectly bear their pro rata share
of fees and expenses of the underlying Series in addition to the expenses shown.
The  adviser  does not  reimburse  these  Series  for  their  pro rata  share of
underlying Series expenses.




<PAGE>


Examples

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on assets:
     (a)  upon surrender at the end of each time period;
     (b)  if the contract is not  surrendered  or is annuitized  after the first
          year.
<TABLE>
<CAPTION>

                                                                                         Time Periods
- ------------------------------------------------------------------------------ -------- --------- -------- ---------
                                                                                  1        3         5        10
                                                                                year     years     years    years
- ------------------------------------------------------------------------------ -------- --------- -------- ---------

<S>                                                                               <C>     <C>       <C>       <C> 
JNL Aggressive Growth Portfolio                                         (a)       $96     $129      $165      $288
                                                                        (b)        26       79       135       288
JNL Capital Growth Portfolio                                            (a)        96      129       165       288
                                                                        (b)        26       79       135       288
JNL Global Equities Portfolio                                           (a)        96      131       168       293
                                                                        (b)        26       81       138       293
JNL/Alger Growth Portfolio                                              (a)        96      130       167       291
                                                                        (b)        26       80       137       291
JNL/Eagle Core Equity Portfolio                                         (a)        95      128       163       283
                                                                        (b)        25       78       133       283
JNL/Eagle SmallCap Equity Portfolio                                     (a)        96      129       165       288
                                                                        (b)        26       79       135       288
JNL/Putnam Growth Portfolio                                             (a)        95      128       163       283
                                                                        (b)        25       78       133       283
JNL/Putnam Value Equity Portfolio                                       (a)        95      128       163       283
                                                                        (b)        25       78       133       283

JNL/S&P Conservative Growth Portfolio I                                 (a)        87      102       N/A       N/A
                                                                        (b)        17       52       N/A       N/A
JNL/S&P Moderate Growth Portfolio I                                     (a)        87      102       N/A       N/A
                                                                        (b)        17       52       N/A       N/A
JNL/S&P Aggressive Growth Portfolio I                                   (a)        87      102       N/A       N/A
                                                                        (b)        17       52       N/A       N/A
JNL/S&P Very Aggressive Growth Portfolio I                              (a)        87      102       N/A       N/A
                                                                        (b)        17       52       N/A       N/A
JNL/S&P Equity Growth Portfolio I                                       (a)        87      102       N/A       N/A
                                                                        (b)        17       52       N/A       N/A
JNL/S&P Equity Aggressive Growth Portfolio I                            (a)        87      102       N/A       N/A
                                                                        (b)        17       52       N/A       N/A

PPM America/JNL Balanced Portfolio                                      (a)        94      123       155       268
                                                                        (b)        24       73       125       268
PPM America/JNL High Yield Bond Portfolio                               (a)        94      123       155       268
                                                                        (b)        24       73       125       268
PPM America/JNL Money Market Portfolio                                  (a)        92      119       148       253
                                                                        (b)        22       69       118       253
Salomon Brothers/JNL Global Bond Portfolio                              (a)        95      126       160       278
                                                                        (b)        25       76       130       278
Salomon Brothers/JNL U.S. Government & Quality Bond Portfolio           (a)        93      122       153       263
                                                                        (b)        23       72       123       263
T. Rowe Price/JNL Established Growth Portfolio                          (a)        95      126       160       278
                                                                        (b)        25       76       130       278
T. Rowe Price/JNL International Equity Investment Portfolio             (a)        97      134       173       303
                                                                        (b)        27       84       143       303
T. Rowe Price/JNL Mid-Cap Growth Portfolio                              (a)        96      129       165       288
                                                                        (b)        26       79       135       288
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table and Examples

The purpose of the Fee Table and Examples is to assist you in understanding  the
various costs and expenses that you will bear  directly or  indirectly.  The Fee
Table  reflects  the expenses of the  separate  account and the series.  Premium
taxes may also apply.

The Examples  reflect the contract  maintenance  charge which is  determined  by
dividing the total amount of such  charges  expected to be collected  during the
year by the total estimated average net assets of the investment portfolios.

A withdrawal charge is imposed on income payments which occur within one year of
the date the contract is issued.

THE EXAMPLE DOES NOT REPRESENT PAST OR FUTURE  EXPENSES.  ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.

Financial Statements

An accumulation unit value history is contained in Appendix A.

The full  financial  statements  of the  Separate  Account  for the years  ended
December 31, 1997,  and December 31, 1996;  the financial  statements of Jackson
National for the years ended December 31, 1997,  December 31, 1996; and December
31, 1995, and the applicable auditor's reports thereon are contained in the SAI.


<PAGE>


THE ANNUITY CONTRACT

The fixed and  variable  annuity  contract  offered  by  Jackson  National  is a
contract between you, the owner, and Jackson National Life Insurance Company, an
insurance company. The contract provides a means for investing on a tax-deferred
basis in guaranteed accounts and investment portfolios. The contract is intended
for retirement savings or other long-term investment purposes and provides for a
death benefit and guaranteed income options.

The  contract,  like  all  deferred  annuity  contracts,  has  two  phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate  on a  tax-deferred  basis and are  taxed as  income  when you make a
withdrawal.

The contract  offers  guaranteed  accounts.  The  guaranteed  accounts  offer an
interest  rate that is  guaranteed  by Jackson  National for the duration of the
guaranteed  account  period.  While your money is in a guaranteed  account,  the
interest your money earns and your principal are guaranteed by Jackson National.
The value of a guaranteed  account may be reduced if you make a withdrawal prior
to the end of the  guaranteed  account  period,  but will never be less than the
premium payments  accumulated at 3% per year. If you choose to have your annuity
payments  come from the  guaranteed  accounts,  your  payments will remain level
throughout the entire income phase.

The contract also offers investment  portfolios.  The investment  portfolios are
designed to offer a higher return than the guaranteed accounts. HOWEVER, THIS IS
NOT  GUARANTEED.  IT IS POSSIBLE FOR YOU TO LOSE YOUR MONEY. If you put money in
the  investment  portfolios,  the amount of money you are able to  accumulate in
your contract during the accumulation  phase depends upon the performance of the
investment  portfolios you select. The amount of the income payments you receive
during the income phase also will depend,  in part,  on the  performance  of the
investment portfolios you choose for the income phase.

As the owner,  you can exercise all the rights under the contract.  You and your
spouse can be joint owners.  You can assign the contract at any time during your
lifetime but Jackson  National will not be bound until we receive written notice
of the assignment.

THE COMPANY

Jackson National is a stock life insurance  company  organized under the laws of
the state of Michigan in June 1961.  Its legal  domicile and principal  business
address is 5901 Executive Drive,  Lansing,  Michigan 48911.  Jackson National is
admitted  to conduct  life  insurance  and annuity  business in the  District of
Columbia  and all states  except New York.  Jackson  National  is  ultimately  a
wholly-owned subsidiary of Prudential Corporation plc (London, England).

THE GUARANTEED ACCOUNTS

If you select a  guaranteed  account,  your money  will be placed  with  Jackson
National's other assets. The guaranteed accounts are not registered with the SEC
and the SEC  does not  review  the  information  we  provide  to you  about  the
guaranteed  accounts.  Your contract contains a more complete description of the
guaranteed accounts.

THE SEPARATE ACCOUNT

The Jackson National Separate Account - I was established by Jackson National on
June 14, 1993, pursuant to the provisions of Michigan law, as a segregated asset
account of the company. The separate account meets the definition of a "separate
account" under the federal  securities  laws and is registered with the SEC as a
unit investment trust under the Investment Company Act of 1940, as amended.

The assets of the separate  account  legally belong to Jackson  National and the
obligations  under the contracts are obligations of Jackson  National.  However,
the contract assets in the separate  account are not chargeable with liabilities
arising out of any other  business  Jackson  National  may  conduct.  All of the
income,  gains and losses resulting from these assets are credited to or charged
against the contracts and not against any other contracts  Jackson  National may
issue.

The separate  account is divided into investment  portfolios.  Jackson  National
does not guarantee the  investment  performance  of the separate  account or the
investment portfolios.

INVESTMENT PORTFOLIOS

You can put money in any or all of the  investment  portfolios.  The  investment
portfolios purchase shares of the following series of the JNL Series Trust:


JNL  Aggressive  Growth  Series
JNL Capital  Growth  SerieS
JNL Global  Equities Series 
JNL/Alger  Growth Series 
JNL/Eagle Core Equity Series 
JNL/Eagle  SmallCap Equity Series 
JNL/Putnam Growth Series*  
JNL/Putnam Value Equity Series* 
JNL/S&P Conservative Growth Series I 
JNL/S&P Moderate Growth Series I 
JNL/S&P Aggressive Growth Series I
JNL/S&P Very  Aggressive  Growth Series I 
JNL/S&P Equity Growth Series I 
JNL/S&P Equity  Aggressive  Growth  Series  I  
PPM  America/JNL   Balanced  Series*  
PPM America/JNL  High Yield Bond Series 
PPM America/JNL  Money Market Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL U.S. Government & Quality Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL International Equity Investment Series
T. Rowe Price/JNL Mid-Cap Growth Series


*Prior  to May 1,  1997,  the  JNL/Putnam  Growth  Series  was  the  JNL/Phoenix
Investment Counsel Growth Series, the JNL/Putnam Value Equity Series was the PPM
America/JNL Value Equity Series, and the PPM America/JNL Balanced Series was the
JNL/Phoenix Investment Counsel Balanced Series.

The series are  described in the attached JNL Series Trust  prospectus.  Jackson
National  Financial  Services,  Inc. serves as investment adviser for all of the
series.  Janus Capital  Corporation serves as sub-adviser for the JNL Aggressive
Growth,  JNL  Capital  Growth  and  JNL  Global  Equities  Series;   Fred  Alger
Management,  Inc. serves as sub-adviser for the JNL/Alger  Growth Series;  Eagle
Asset  Management,  Inc. serves as sub-adviser for the JNL/Eagle Core Equity and
JNL/Eagle SmallCap Equity Series; Putnam Investment  Management,  Inc. serves as
sub-adviser for the JNL/Putnam  Growth and JNL/Putnam Value Equity Series (prior
to May 1, 1997, the  sub-adviser  for the  JNL/Putnam  Growth Series was Phoenix
Investment  Counsel,  Inc. and the sub-adviser  for the JNL/Putnam  Value Equity
Series was PPM America,  Inc.); PPM America,  Inc. serves as sub-adviser for the
PPM America/JNL  Balanced,  PPM America/JNL  High Yield Bond and PPM America/JNL
Money  Market  Series  (prior  to May 1,  1997,  the  sub-adviser  for  the  PPM
America/JNL  Balanced  Series was Phoenix  Investment  Counsel,  Inc.);  Salomon
Brothers Asset Management Inc serves as sub-adviser for the Salomon Brothers/JNL
Global Bond and Salomon  Brothers/JNL  U.S.  Government  & Quality  Bond Series;
Standard & Poor's Investment  Advisory Services,  Inc. serves as sub-adviser for
the JNL/S&P  Conservative  Growth  Series I, JNL/S&P  Moderate  Growth Series I,
JNL/S&P  Aggressive  Growth Series I, JNL/S&P Very  Aggressive  Growth Series I,
JNL/S&P Equity Growth Series I, and JNL/S&P Equity  Aggressive  Growth Series I;
T. Rowe Price  Associates,  Inc. serves as sub-adviser for the T. Rowe Price/JNL
Established  Growth  and T.  Rowe  Price/JNL  Mid-Cap  Growth  Series;  and Rowe
Price-Fleming  International,  Inc.  serves  as  sub-adviser  for  the  T.  Rowe
Price/JNL International Equity Investment Series.

Depending  on  market  conditions,  you can  make or  lose  money  in any of the
investment  portfolios.  You should read the prospectus for the series carefully
before  investing.  Additional  investment  portfolios  may be  available in the
future.

Voting Rights

To the extent required by law,  Jackson  National will obtain from you and other
owners of the contracts  instructions as to how to vote when the series solicits
proxies  in  conjunction  with a vote of  shareholders.  When  Jackson  National
receives  instructions,  we will vote all the shares  Jackson  National  owns in
proportion to those instructions.

Substitution

Jackson  National may be required to  substitute an  investment  portfolio  with
another  portfolio.  We will not do this without the prior  approval of the SEC.
Jackson National will give you notice of our intent to do this.

CONTRACT CHARGES

There are charges and other expenses  associated  with the contracts that reduce
the return on your  investment  in the  contract.  These charges may be a lesser
amount  where  required  by state  law or as  described  below,  but will not be
increased. These charges and expenses are:

Insurance Charges

Each day Jackson  National  makes a deduction for its insurance  charges.  We do
this as part of our  calculation  of the  value of the  accumulation  units  and
annuity units.  On an annual basis,  this charge equals 1.40% of the daily value
of the contracts invested in an investment  portfolio,  after expenses have been
deducted.   This  charge  is  for  the  mortality   risks,   expense  risks  and
administrative expenses assumed by Jackson National.

Contract Maintenance Charge

During  the  accumulation  phase,   Jackson  National  deducts  a  $35  ($30  in
Washington)  annual contract  maintenance charge on each anniversary of the date
on which your contract was issued.  If you make a complete  withdrawal from your
contract, the contract maintenance charge will also be deducted.  This charge is
for administrative expenses.

Jackson  National  will not deduct this charge,  if when the  deduction is to be
made,  the value of your  contract  is $50,000  or more.  Jackson  National  may
discontinue this practice at any time.

Transfer Fee

A  transfer  fee of $25 will  apply to  transfers  in excess of 15 in a contract
year.   Jackson   National  may  waive  the  transfer  fee  in  connection  with
pre-authorized  automatic  transfer  programs,  or may charge a lesser fee where
required by state law.

Withdrawal Charge

During the accumulation  phase, you can make withdrawals from your contract.  At
any time during the accumulation  phase, you may withdraw premiums which are not
subject to a  withdrawal  charge  (premiums  in your  annuity for seven years or
longer and not  previously  withdrawn).  Once every year,  you may  withdraw the
greater of earnings or 10% of premiums paid (not yet withdrawn).  Withdrawals in
excess of that will be charged a withdrawal  charge  starting at 7% in the first
year  and  declining  1% a year  to 0%  after 7  years.  The  withdrawal  charge
compensates us for costs associated with selling the contracts.

For purposes of the withdrawal  charge,  Jackson National treats  withdrawals as
coming from the oldest premium payment first. If you make a full withdrawal, the
withdrawal  charge  is based  on  premiums  remaining  in the  contract.  If you
withdraw  only part of the value of your  contract,  we  deduct  the  withdrawal
charge from the remaining value in your contract.

NOTE:  For tax purposes,  withdrawals  are considered to have come from the last
money into the contract. Thus, for tax purposes, earnings are considered to come
out first.

Jackson National does not assess the withdrawal  charge on any payments paid out
as (1)  income  payments  after  the  first  year,  (2)  death  benefits  or (3)
withdrawals  necessary to satisfy the minimum  distribution  requirements of the
Internal  Revenue  Code.  Withdrawals  for terminal  illness or other  specified
conditions  as defined by Jackson  National  may not be subject to a  withdrawal
charge. These provisions are not available in all states.

Jackson  National may reduce or eliminate  the amount of the  withdrawal  charge
when the contract is sold under  circumstances  which reduce its sales  expense.
Some examples are: the purchase of a contract by a large group of individuals or
an existing  relationship between Jackson National and a prospective  purchaser.
Jackson National will not deduct a withdrawal  charge under a contract issued to
an  officer,  director,  agent or  employee  of Jackson  National  or any of its
affiliates.

Other Expenses

Jackson National pays the operating expenses of the Separate Account.

There are  deductions  from and  expenses  paid out of the assets of the series.
These expenses are described in the attached JNL Series Trust prospectus.

Premium Taxes

Some  states  and other  governmental  entities  charge  premium  taxes or other
similar taxes.  Jackson  National is responsible  for the payment of these taxes
and may make a deduction from the value of the contract for them.
Premium taxes generally range from 0% to 4% depending on the state.

Income Taxes

Jackson  National  will make a deduction  from the contract for any income taxes
which it incurs because of the contract.  Currently,  we are not making any such
deduction.

Distribution of Contracts

Jackson  National  Financial  Services,  Inc.,  located at 5901 Executive Drive,
Lansing,  Michigan 48911,  serves as the  distributor of the contracts.  Jackson
National  Financial  Services,  Inc.  is a  wholly-owned  subsidiary  of Jackson
National.

Commissions  will  be paid to  broker-dealers  who  sell  the  contracts.  While
commissions may vary, they are not expected to exceed 8% of any premium payment.
Under certain  circumstances,  Jackson National may pay persistency  bonuses, in
addition  to the  standard  commissions.  Jackson  National  may  use any of its
corporate  assets to cover the cost of  distribution,  including any profit from
the contract insurance charges.

PURCHASES

You can buy a contract  for $5,000 or more under most  circumstances  ($2,000 or
more for a qualified  plan  contract).  The maximum we accept  without our prior
approval is $1 million.

You can add $500 ($50 under the  automatic  payment plan) at any time during the
accumulation phase.

The  minimum  that  you may  allocate  to a  guaranteed  account  or  investment
portfolio  is  $100.  There  is a $100  minimum  balance  requirement  for  each
guaranteed account and investment portfolio.

When you purchase a contract, Jackson National will allocate your premium to one
or more of the guaranteed  accounts  and/or the  investment  portfolios you have
selected. Your allocations must be in whole percentages ranging from 0% to 100%.
Jackson  National will allocate  additional  premiums in the same way unless you
tell us otherwise.

There may be more than eighteen investment options available under the contract;
however,  you may not  allocate  your  money to more  than  eighteen  investment
options during the life of your contract.

Jackson National will issue your contract and allocate your first premium within
2 business days after we receive your complete application and first premium. If
your  application  is not  complete,  we will  contact you to get the  necessary
information.  If for some reason  Jackson  National  is unable to complete  this
process  within 5 business  days,  we will either  return your money or get your
permission to keep it until we receive all of the necessary information.

The  Jackson  National  business  day closes  when the New York  Stock  Exchange
closes, usually 4:00 p.m. Eastern time.

Accumulation Units

The contract  value  allocated to the investment  portfolios  will go up or down
depending on the  performance of the  portfolios.  In order to keep track of the
value of your  contract,  Jackson  National  uses a unit of  measure  called  an
accumulation  unit.  (An  accumulation  unit is  similar  to a share of a mutual
fund.) During the income phase it is called an annuity unit.

Every business day Jackson National determines the value of an accumulation unit
for each of the investment portfolios. This is done by:

     1.   determining  the total  amount  of money  invested  in the  particular
          investment portfolio;

     2.   subtracting any insurance charges;

     3.   dividing this amount by the number of outstanding accumulation units.

The value of an accumulation unit may go up or down from day to day.

When you make a premium  payment,  Jackson  National  credits your contract with
accumulation  units. The number of accumulation  units credited is determined at
the close of  Jackson  National's  business  day by  dividing  the amount of the
premium  allocated to any investment  portfolio by the value of the accumulation
unit for that investment portfolio.

TRANSFERS

You can transfer money between  guaranteed  accounts and  investment  portfolios
during the accumulation  phase.  During the income phase, you can transfer money
between investment portfolios.

You can make 15  transfers  every year  during the  accumulation  phase  without
charge. The minimum amount that you can transfer is $100 (unless the transfer is
made under a pre-authorized  automatic transfer program). If the remaining value
in a guaranteed account or investment  portfolio would be less than $100 after a
transfer, you must transfer the entire value or you may not make the transfer.

Telephone Transactions

If you elect the telephone transfer privilege on your application,  you may make
transfers by  telephone.  You must complete your  telephone  call  authorizing a
transfer by the close of Jackson  National's  business  day  (usually  4:00 p.m.
Eastern  time) in order to  receive  that day's  accumulation  unit value for an
investment portfolio.

Jackson  National  has  procedures  which are  designed  to  provide  reasonable
assurance  that telephone  authorizations  are genuine.  Our procedures  include
requesting identifying information and tape recording telephone  communications.
Jackson National and its affiliates  disclaim all liability for any claim,  loss
or expense  resulting  from any alleged  error or mistake in  connection  with a
telephone transfer which was not properly authorized by you. However, if Jackson
National  fails to employ  reasonable  procedures  to ensure that all  telephone
transfers  are  properly  authorized,  we may be held  liable  for such  losses.
Jackson  National  reserves the right to modify or  discontinue  at any time and
without notice the acceptance of instructions from someone other than you and/or
the telephone transfer privilege.

ACCESS TO YOUR MONEY

You can have  access  to the  money in your  contract:  (1) by  making  either a
partial or complete  withdrawal or (2) by electing to receive  income  payments.
Your  beneficiary  can have  access to the money in your  contract  when a death
benefit is paid.

When you make a complete  withdrawal  you will receive the value of the contract
on the day you made the  withdrawal  less any  premium  tax,  less any  contract
maintenance  charge, and less any withdrawal  charge.  Except in connection with
the systematic  withdrawal program, you must withdraw at least $500 or, if less,
the entire amount in the guaranteed  account or investment  portfolio from which
you are making the  withdrawal.  After your  withdrawal,  you must have at least
$100 left in the guaranteed account or investment portfolio.

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY WITHDRAWAL
YOU MAKE.

There are  limitations  on  withdrawals  from a qualified  plan referred to as a
403(b) annuity. See "Taxes."

Systematic Withdrawal Program

You can arrange to have money  automatically sent to you periodically while your
contract is still in the accumulation phase. You will have to pay taxes on money
you receive and withdrawals you make before you reach 59 1/2 may be subject to a
10% tax penalty.

We  reserve  the  right to  charge  a fee for  participation  or to  discontinue
offering this program in the future.

Suspension of Withdrawals

Jackson National may be required to suspend or delay withdrawals from a contract
when:

     1.   the New York Stock  Exchange is closed (other than  customary  weekend
          and holiday closings);

     2.   trading on the New York Stock Exchange is restricted;

     3.   an  emergency  exists  so that  it is not  reasonably  practicable  to
          dispose of shares of the investment portfolios or determine investment
          portfolio values;

     4.   the SEC, by order, may permit for the protection of owners.

Jackson  National has reserved  the right to defer  payment for a withdrawal  or
transfer from the guaranteed  accounts for the period  permitted by law, but not
more than six months.

INCOME PAYMENTS (THE INCOME PHASE)

The income  phase occurs when you begin  receiving  regular  payments  from your
contract.  The income date is the month and year in which those payments  begin.
The income date must be at least one year after your contract is issued. You can
choose the income date and an income  option.  The income  options are described
below.

If you do not choose an income option, we will assume that you selected Option 3
which provides a life annuity with 120 months of guaranteed payments.

You can change the income  date or income  option at any time  before the income
date.  You must give us 7 days notice.  Income  payments must begin by your 90th
birthday  under a  non-qualified  contract (or an earlier date under a qualified
contract if required by law).

At the  income  date,  you can  choose  whether  payments  will  come  from  the
guaranteed  accounts,  the  investment  portfolios  or both.  Unless you tell us
otherwise, your income payments will be based on the investment allocations that
were in place on the income date.

If you  choose  to have any  portion  of your  annuity  payments  come  from the
investment  portfolio(s),  the dollar  amount of your  payment  will depend upon
three things:  1) the value of your contract in the investment  portfolio(s)  on
the income date, 2) the 3% assumed investment rate used in the annuity table for
the contract,  and 3) the performance of the investment portfolios you selected.
If the actual performance exceeds the 3% assumed rate, your income payments will
increase.  Similarly,  if the actual rate is less than 3%, your income  payments
will decrease.

You can choose to have income payments made monthly,  quarterly,  semi-annually,
or  annually.  However,  if you have less than $5,000 to apply  toward an income
option and state law  permits,  Jackson  National  may provide your payment in a
single lump sum.  Likewise,  if your first income payment would be less than $50
and state law permits,  Jackson  National  may set the  frequency of payments so
that the first payment would be at least $50.

Income Options

The annuitant is the person whose life we look to when we make income  payments.
(Each  description  assumes that you are the owner and annuitant.) The following
income options may not be available in all states.

OPTION 1 - Life Income.  This income option provides  monthly  payments for your
life.

OPTION 2 - Joint and  Survivor  Annuity.  This income  option  provides  monthly
payments for your life and for the life of another person  (usually your spouse)
selected by you.

OPTION 3 - Life Annuity With 120 or 240 Monthly Payments Guaranteed. This income
option provides monthly payments for your life, but with payments  continuing to
your  beneficiary for the remainder of 10 or 20 years (as you select) if you die
before the end of the selected period.

OPTION 4 - Income for a Specified  Period.  This income option provides  monthly
payments for any number of years from 5 to 30.

ADDITIONAL  OPTIONS - Other  income  options  may be made  available  by Jackson
National.

If you choose an income option for which payments are based on life  expectancy,
you cannot make a withdrawal during the income phase.

DEATH BENEFIT

Death of Owner Before the Income Date

If you die before moving to the income phase, the person you have chosen as your
beneficiary  will receive a death benefit.  If you have a joint owner, the death
benefit  will be paid when the first  joint  owner  dies.  Joint  owners must be
spouses  (unless  otherwise  permitted by state law). The surviving  joint owner
will be treated as the  beneficiary.  Any other  beneficiary  designated will be
treated as a contingent beneficiary.

The death benefit equals:  (a) current  contract value or (b) the total premiums
(less  withdrawals,  withdrawal  charges and premium taxes) compounded at 5%* or
(c) the  contract  value at the end of the 7th  contract  year PLUS all premiums
made since the 7th year (less withdrawals, withdrawal charges and premium taxes)
compounded  at 5%* -- whichever is GREATEST.  The death  benefit  under (c) will
never exceed 250% of premiums paid, less partial withdrawals.  The death benefit
under (b) and (c) may not be available in all states.

The entire death benefit must be paid within 5 years of the date of death unless
the beneficiary elects to have the death benefit payable under an income option.
The  death  benefit  payable  under  an  income  option  must be paid  over  the
beneficiary's  lifetime or for a period not extending  beyond the  beneficiary's
life  expectancy.  Payments  must  begin  within  one year of the date of death.
Unless the beneficiary chooses to receive the death benefit in a single sum, the
beneficiary  must elect an income option within the 60 day period beginning with
the date Jackson National receives proof of death. If the beneficiary chooses to
receive the death benefit in a single sum and all the necessary requirements are
met,  Jackson  National  will  pay the  death  benefit  within  7  days.  If the
beneficiary is your spouse, he/she can continue the contract in his/her own name
at the then current contract value.

Death of Owner After the Income Date

If you or a joint  owner die after  moving to the income  phase,  any  remaining
payments  under the income  option  elected will continue at least as rapidly as
under the method of distribution in effect at the date of death. If you die, the
beneficiary  becomes the owner.  If the joint owner dies,  the  surviving  joint
owner,  if any,  will  be the  designated  beneficiary.  Any  other  beneficiary
designation  on  record at the time of death  will be  treated  as a  contingent
beneficiary.

Death of Annuitant

If the  annuitant is not an owner or joint owner and the  annuitant  dies before
the  income  date,  you  can  name a new  annuitant.  If  you do not  name a new
annuitant  within 30 days of the death of the  annuitant,  you will  become  the
annuitant.  However,  if the  owner is a  non-natural  person  (for  example,  a
corporation),  then the death of the  annuitant  will be treated as the death of
the owner, and a new annuitant may not be named.

If the annuitant dies after the income date, the death benefit,  if any, will be
as provided for in the income option  selected.  Death  benefits will be paid at
least  as  rapidly  as  under  the  method  of  distribution  in  effect  at the
annuitant's death.

TAXES

The  following is general  information  and is not intended as tax advice to any
individual. You should consult your own tax adviser.
- ----------
* (4% if the owner is over age 70 at the date of issue)

<PAGE>

The  Internal  Revenue  Code (Code)  provides  that you will not be taxed on the
earnings  on the money held in your  contract  until you take money out (this is
referred to as tax  deferral).  There are different  rules as to how you will be
taxed  depending on how you take the money out and the type of contract you have
(non-qualified or qualified).

Non-Qualified Contracts - General Taxation

You will  not be  taxed on  increases  in the  value  of your  contract  until a
distribution  (either as a withdrawal or as an income payment) occurs.  When you
make a  withdrawal  you  are  taxed  on the  amount  of the  withdrawal  that is
earnings.  For income payments, a portion of each income payment is treated as a
partial return of your premium and will not be taxed.  The remaining  portion of
the income payment will be treated as ordinary income. How the income payment is
divided  between  taxable and  non-taxable  portions  depends on the period over
which income payments are expected to be made.  Income  payments  received after
you have received all of your premium are treated as income.

If a non-qualified contract is owned by a non-natural person (e.g.,  corporation
or certain other entities other than  tax-qualified  trusts),  the contract will
generally not be treated as an annuity for tax purposes.

Qualified and Non-Qualified Contracts

If you purchase the contract as an  individual  and not under any pension  plan,
specially sponsored program or an individual  retirement annuity,  your contract
is referred to as a non-qualified contract.

If you purchase the contract under a pension plan,  specially sponsored program,
or an individual retirement annuity, your contract is referred to as a qualified
contract.  Examples of  qualified  plans are:  Individual  Retirement  Annuities
(IRAs),  Tax-Sheltered  Annuities  (sometimes  referred to as 403(b) contracts),
H.R.  10  Plans  (sometimes  referred  to  as  Keogh  Plans),  and  pension  and
profit-sharing plans, which include 401(k) plans.

Withdrawals - Non-Qualified Contracts

If you make a withdrawal  from your contract,  the Code treats the withdrawal as
first  coming  from  earnings  and then from your  premium  payments.  Withdrawn
earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a 10% penalty.  Some withdrawals will be
exempt from the  penalty.  They  include any  amounts:  (1) paid on or after the
taxpayer  reaches age 59 1/2;  (2) paid after you die;  (3) paid if the taxpayer
becomes  totally  disabled (as that term is defined in the Code);  (4) paid in a
series of substantially  equal payments made annually (or more frequently) under
a lifetime annuity;  (5) paid under an immediate annuity; or (6) which come from
premiums made prior to August 14, 1982.

Withdrawals - Qualified Contracts

There are  special  rules that  govern  qualified  contracts.  We have  provided
additional discussion in the Statement of Additional Information.

Withdrawals - Tax-Sheltered Annuities

The Code limits the withdrawal of premiums from certain Tax-Sheltered Annuities.
Withdrawals  can only be made when an owner:  (1) reaches age 59 1/2; (2) leaves
his/her  job;  (3) dies;  (4) becomes  disabled  (as that term is defined in the
Code);  or (5) in the case of hardship.  However,  in the case of hardship,  the
owner can only withdraw the premium and not any earnings.

Withdrawals - Roth IRAs

Beginning in 1998,  individuals may purchase a new type of  non-deductible  IRA,
known as a Roth IRA.  Qualified  distributions  from Roth IRAs are  entirely tax
free. A qualified  distribution  requires that the  individual has held the Roth
IRA for at least five years and,  in  addition,  that the  distribution  is made
either after the individual  reaches age 59 1/2, on account of the  individual's
death or  disability,  or as  qualified  first-time  home  purchase,  subject to
$10,000  lifetime  maximum,  for  the  individual,   or  for  a  spouse,  child,
grandchild, or ancestor.

Withdrawals - Investment Adviser Fees

The Internal  Revenue  Service has,  through a series of Private Letter Rulings,
held that the payment of investment  adviser fees from an IRA or a Tax-Sheltered
Annuity is permissible under certain  circumstances and will not be considered a
distribution  for income tax  purposes.  The  Rulings  require  that in order to
receive this favorable tax treatment, the annuity contract must, under a written
agreement, be solely liable (not jointly with the contract owner) for payment of
the adviser's fee and the fee must actually be paid from the annuity contract to
the  adviser.  Withdrawals  from  non-qualified  contracts  for the  payment  of
investment adviser fees will be considered distributions from the contract.

Restrictions Under the Texas Optional Retirement Program (ORP)

Contracts issued to participants in ORP contain restrictions  required under the
Texas Administrative Code. In accordance with those restrictions,  a participant
in ORP will not be permitted  to make  withdrawals  prior to such  participant's
retirement, death, attainment of age 70 1/2 year or termination of employment in
a Texas public  institution of higher education.  The restrictions on withdrawal
do not apply in the event a participant  in ORP transfers the contract  value to
another approved contract or vendor during the period of ORP participation.

Assignment

An assignment  may be a taxable event.  If the contract is issued  pursuant to a
qualified plan, there may be limitations on your ability to assign the contract.

Diversification

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity contract.  Jackson National believes that the underlying investments are
being managed so as to comply with these requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of  control  you  exercise  over the  underlying  investments,  and not  Jackson
National  would  be  considered  the  owner  of the  shares  of  the  investment
portfolios.  If this  occurs,  it will result in the loss of the  favorable  tax
treatment for the contract.

It is  unknown  to  what  extent  owners  are  permitted  to  select  investment
portfolios,  to make transfers among the investment portfolios or the number and
type of investment  portfolios from which owners may select.  If any guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
owner  of the  contract,  could  be  treated  as  the  owner  of the  investment
portfolios.  Due to the uncertainty in this area,  Jackson National reserves the
right to modify the contract in an attempt to maintain favorable tax treatment.

OTHER INFORMATION

Dollar Cost Averaging

You can arrange to  automatically  have a regular  amount of money  periodically
transferred into the investment portfolios. This theoretically gives you a lower
average  cost per unit over time than you would  receive  if you made a one time
purchase.

To participate in this program, you must have a total contract value of at least
$15,000  (unless we waive this  requirement).  Certain  other  restrictions  may
apply.

Jackson National does not currently charge for participation in this program. We
may do so in the future.

Rebalancing

You can arrange to have Jackson National automatically  reallocate money between
investment portfolios periodically to keep the blend you select.

Jackson National does not currently charge for participation in this program. We
may do so in the future.

Free Look

If you cancel the contract  within  twenty days after  receiving it (or whatever
period is required in your state),  Jackson National will return the amount your
contract is worth on the day we receive your  request.  This may be more or less
than your original  payment.  If required by law,  Jackson  National will return
your premium.

Advertising

From time to time,  Jackson National may advertise  several types of performance
for the investment  portfolios.  Total return is the overall change in the value
of an  investment  in an  investment  portfolio  over a given  period  of  time.
Standardized  average  annual total return is calculated in accordance  with SEC
guidelines.  Non-standardized  total return may be for periods  other than those
required or may otherwise differ from standardized  average annual total return.
Yield  refers to the income  generated by an  investment  over a given period of
time.

Performance will be calculated by determining the percentage change in the value
of an accumulation unit by dividing the increase (decrease) for that unit by the
value of the accumulation unit at the beginning of the period.  Performance will
reflect the deduction of the insurance  charges and may reflect the deduction of
the contract  maintenance  charge and  withdrawal  charge.  The deduction of the
contract  maintenance  and/or the withdrawal  charge would reduce the percentage
increase or make greater any percentage decrease.

If a  series  has been in  existence  for a longer  period  than the  investment
portfolio, performance will be based upon the period quoted.

Market Timing and Asset Allocation Services

Market timing and asset allocation services offered by third parties must comply
with Jackson National's administrative systems, rules and procedures.

Modification of the Contract

Only the President, Vice President,  Secretary or Assistant Secretary of Jackson
National  may  approve a change to or waive a  provision  of the  contract.  Any
change or waiver must be in writing.  Jackson  National  may change the terms of
the contract in order to comply with changes in applicable  law, or otherwise as
deemed necessary by Jackson National.

Legal Proceedings

There are no material legal proceedings,  other than ordinary routine litigation
incidental to the business,  to which Jackson  National Life Insurance  Company,
Jackson National  Financial  Services,  Inc., and the Jackson National  Separate
Account - I are parties.

Questions

If you  have  questions  about  your  contract,  you may call or write to us at:
Jackson National Life Annuity Service Center,  (800) 766-4683,  P.O. Box 378002,
Denver,  Colorado  80237-8002 or  Institutional  Marketing Group Service Center:
(800) 777-7779, P.O. Box 30386, Lansing, Michigan 48909-9692.




<PAGE>



TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION


General Information and History ...................................... 2

Services ............................................................. 2

Purchase of Securities Being Offered ................................. 2

Underwriters ......................................................... 2

Calculation of Performance ........................................... 3

Additional Tax Information ........................................... 7

Income Payments; Net Investment Factor .............................. 15

Financial Statements .................................................17



<PAGE>



APPENDIX A


Condensed Financial Information

Accumulation Unit Values


The following table shows  accumulation  unit values at the beginning and end of
the periods  indicated as well as the number of accumulation  units  outstanding
for each portfolio as of December 31, 1997,  December 31, 1996, and December 31,
1995.  This  information  has been taken from the Separate  Account's  financial
statements.  The Separate Account's  financial  statements for the periods ended
December 31, 1997,  December 31, 1996, and December 31, 1995,  have been audited
by Price Waterhouse LLP,  independent  accountants.  This information  should be
read together with the Separate Account's financial statements and related notes
which are in the SAI.



<PAGE>


- --------------------------------------------------------------------------------
Portfolios                        December 31,   December 31,   December 31,   
                                          1997           1996        1995(a)   
- --------------------------------------------------------------------------------
JNL Aggressive Growth                                                  
Portfolio
  Accumulation unit value:                                             
    Beginning of period                 $11.95         $10.20     $10.00
    End of period                       $13.26         $11.95     $10.20
  Accumulation units outstanding                                   
  at the end of period               5,371,379      2,355,530      4,008
                                                                   
JNL Capital Growth Portfolio
  Accumulation unit value:                                         
    Beginning of period                 $11.87         $10.34     $10.00     
    End of period                       $13.46         $11.87     $10.34     
  Accumulation units outstanding                                   
  at the end of period               5,132,743      2,985,668      1,587
                                                                   
JNL Global Equities Portfolio                                      
  Accumulation unit value:
    Beginning of period                 $13.57         $10.48     $10.00     
    End of period                       $15.93         $13.57     $10.48
  Accumulation units outstanding
  at the end of period               9,067,277      3,090,234      4,778

JNL/Alger Growth Portfolio                                         
  Accumulation unit value:                                         
    Beginning of period                 $11.11          $9.93     $10.00
    End of period                       $13.82         $11.11      $9.93     
  Accumulation units outstanding                                   
  at the end of period               5,908,446      3,310,810     12,285

JNL/Eagle Core Equity Portfolio
  Accumulation unit value:                                         
    Beginning of period                 $10.52         $10.00     N/A(b)     
    End of period                       $13.72         $10.52     N/A(b)     
  Accumulation units outstanding                                   
  at the end of period                 766,516         84,895     N/A(b)

JNL/Eagle SmallCap Equity Portfolio                                
  Accumulation unit value:
    Beginning of period                 $11.12         $10.00     N/A(b)
    End of period                       $14.00         $11.12     N/A(b)
  Accumulation units outstanding
  at the end of period                 857,946         71,014     N/A(b)
- --------------------------------------------------------------------------------

(a)  The Separate Account commenced operation on October 16, 1995.
(b)  The  JNL/Eagle  Core Equity  Portfolio and the  JNL/Eagle  SmallCap  Equity
     Portfolio  commenced  operations on September 16, 1996. 
(c)  Prior to May 1, 1997,  the  JNL/Putnam  Growth  Series was the  JNL/Phoenix
     Investment  Counsel  Growth  Series and the  management  fee was .90%,  the
     JNL/Putnam Value Equity Series was the PPM America/JNL  Value Equity Series
     and the management fee was .75%; and the PPM  America/JNL  Balanced  Series
     was the JNL/Phoenix  Investment  Counsel Balanced Series and the management
     fee was .90%


- --------------------------------------------------------------------------------
Portfolios                         December 31,   December 31,   December 31,
                                          1997           1996        1995 (a)
- --------------------------------------------------------------------------------
JNL/Putnam Growth Portfolio(c)                               
  Accumulation unit value:
    Beginning of period                 $13.22       $10.58       $10.00
    End of period                       $15.88       $13.22       $10.58
  Accumulation units outstanding                             
  at the end of period               5,207,294    1,682,604          571        
                                                             
JNL/Putnam Value Equity Portfolio(c)                         
  Accumulation unit value:                                   
    Beginning of period                 $12.98       $10.59       $10.00
    End of period                       $15.59       $12.98       $10.59
  Accumulation units outstanding                             
  at the end of the period           6,925,507    1,330,288        3,944
                                                             
PPM America/JNL Balanced                                     
Portfolio (c)                                                
  Accumulation unit value:
    Beginning of period                 $11.29       $10.34       $10.00
    End of period                       $13.19       $11.29       $10.34       
Accumulation units outstanding                                   
at the end of period                 4,486,973    2,120,529       12,871
                                                             
PPM America/JNL High Yield                                   
Bond Portfolio                                               
  Accumulation unit value:                                   
    Beginning of period                 $11.26       $10.11       $10.00
    End of period                       $12.75       $11.26       $10.11
  Accumulation units outstanding                             
  at the end of period               4,711,051    1,147,840          100
                                                                               
PPM America/JNL Money                                        
Market Portfolio                                             
  Accumulation unit value:                                   
    Beginning of period                 $10.37       $10.03       $10.00
    End of period                       $10.74       $10.37       $10.03       
  Accumulation units outstanding                                              
  at the end of period               3,855,123    2,193,176       14,608

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

<PAGE>


- --------------------------------------------------------------------------------
Portfolios                         December 31,   December 31,   December 31,   
                                          1997           1996         1995(a)   
- --------------------------------------------------------------------------------
Salomon Brothers/JNL Global                                            
Bond Portfolio                                                         
  Accumulation unit value:
    Beginning of period                 $11.74         $10.41     $10.00   
    End of period                       $12.80         $11.74     $10.41
  Accumulation units outstanding
  at the end of the period           2,603,857        911,885      3,128

Salomon Brothers/JNL U.S. Government                                   
& Quality Bond Portfolio                                               
  Accumulation unit value:
    Beginning of period                 $10.33         $10.21     $10.00   
    End of period                       $11.12         $10.33     $10.21
  Accumulation units outstanding
  at the end of period               2,090,575        902,055      1,275

T. Rowe Price/JNL Established
  Growth Portfolio
  Accumulation unit value:
  Beginning of period                   $12.53         $10.36     $10.00
    End of period                       $15.99         $12.53     $10.36
Accumulation units outstanding
  at the end of period               7,218,789      2,500,896     10,564

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



- --------------------------------------------------------------------------------
Portfolios                         December 31,    December 31,  December 31,
                                          1997            1996        1995(a)
- --------------------------------------------------------------------------------
                                                               
T. Rowe Price/JNL International      
Equity Investment Portfolio                                    
  Accumulation unit value:                                     
    Beginning of period                 $11.78       $10.49       $10.00  
    End of period                       $11.94       $11.78        10.49  
  Accumulation units outstanding                               
  at the end of period               4,406,642    2,039,430        3,096  
                                                               
                                                               
T. Rowe Price/JNL Mid-Cap                            
Growth Portfolio                                               
  Accumulation unit value:                                     
    Beginning of period                 $12.59       $10.37       $10.00  
    End of period                       $14.68       $12.59       $10.37  
  Accumulation units outstanding                               
  at the end of period               8,031,753    3,585,051        5,120  

                                                               
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION



                                  April 1, 1998




            INDIVIDUAL DEFERRED FIXED AND VARIABLE ANNUITY CONTRACTS
               ISSUED BY THE JACKSON NATIONAL SEPARATE ACCOUNT - I
                   OF JACKSON NATIONAL LIFE INSURANCE COMPANY




         This  Statement  of  Additional  Information  is not a  prospectus.  It
contains  information  in  addition to and more  detailed  than set forth in the
Prospectus and should be read in conjunction  with the Prospectus dated April 1,
1998.  The  Prospectus  may be obtained  from Jackson  National  Life  Insurance
Company by writing P. O. Box 378002,  Denver,  Colorado  82037-8002,  or calling
1-800-766-4683.






                                TABLE OF CONTENTS
                                                                           Page
                                                                           
                                                                        
General Information and History...............................................2
Services......................................................................2
Purchase of Securities Being Offered..........................................2
Underwriters..................................................................2
Calculation of Performance....................................................3
Additional Tax Information................................................... 7
Income Payments; Net Investment Factor ..................................... 16
Financial Statements ........................................................17
                                                                      



<PAGE>


General Information and History

     Jackson  National  Separate  Account - I  (Separate  Account) is a separate
investment   account  of  Jackson  National  Life  Insurance   Company  (Jackson
National).  Jackson  National  is  a  wholly-owned  subsidiary  of  Brooke  Life
Insurance  Company,  and is ultimately a  wholly-owned  subsidiary of Prudential
Corporation  plc,  London,  England,  the largest life insurance  company in the
United Kingdom.

Services

     Jackson National has responsibility for administration of the contracts and
the  Separate  Account.  We  maintain  records  of the name,  address,  taxpayer
identification  number and other  pertinent  information for each contract owner
and the number and type of contracts  issued to each contract owner, and records
with respect to the value of each contract.

     Jackson  National  is also the  custodian  of the  assets  of the  Separate
Account.

     Price  Waterhouse  LLP, 100 East  Wisconsin  Avenue,  Milwaukee,  Wisconsin
53202, audits and reports on Jackson National's financial statements,  including
the  financial   statements  of  the  Separate   Account,   and  performs  other
professional accounting, auditing and advisory services when engaged to do so by
Jackson National.

     Blazzard,  Grodd & Hasenauer,  P.C. of Westport,  Connecticut  has provided
advice on certain matters relating to the federal securities and income tax laws
in connection with the contracts described in the Prospectus.

Purchase of Securities Being Offered

     The contracts will be sold by licensed insurance agents in states where the
contracts may be lawfully sold. The agents will be registered representatives of
broker-dealers that are registered under the Securities Exchange Act of 1934 and
members of the National Association of Securities Dealers, Inc. (NASD).

Underwriters

     The  contracts  are offered  continuously  and are  distributed  by Jackson
National  Financial  Services,  Inc.  (JNFSI),  5901 Executive  Drive,  Lansing,
Michigan 48911. JNFSI is a subsidiary of Jackson National.



<PAGE>


Calculation of Performance

     When Jackson National  advertises  performance for an investment  portfolio
(except the PPM America/JNL Money Market Portfolio),  we will include quotations
of  standardized  average  annual total  return to  facilitate  comparison  with
standardized  average annual total return  advertised by other variable  annuity
separate   accounts.   Standardized   average   annual   total   return  for  an
investmentportfolio  will  be  shown  for  periods  beginning  on the  date  the
investment  portfolio  first  invested  in the  corresponding  series.  We  will
calculate  standardized  average  annual total return  according to the standard
methods  prescribed  by  rules  of  the  Securities  and  Exchange   Commission.
Standardized  average annual total return for a specific period is calculated by
taking a  hypothetical  $1,000  investment  in an  investment  portfolio  at the
offering on the first day of the period  ("initial  investment"),  and computing
the ending redeemable value  ("redeemable  value") of that investment at the end
of the period.  The redeemable  value is then divided by the initial  investment
and  expressed as a percentage,  carried to at least the nearest  hundredth of a
percent. Standardized average annual total return is annualized and reflects the
deduction of the  insurance  charges and the contract  maintenance  charge.  The
redeemable  value also reflects the effect of any applicable  withdrawal  charge
that may be imposed at the end of the period.  No  deduction is made for premium
taxes which may be assessed by certain states.  The standardized  average annual
total returns for each investment  portfolio  (except the PPM America/JNL  Money
Market Portfolio) for the periods indicated are as follows:

<TABLE>
<CAPTION>

                                                                                                  Date of Initial
                                                                                                   Investment in
                                                                              One Year Period      Corresponding
                                                                                   Ended             Series to

                                                                             December 31, 1997   December 31, 1997
                                                                             -----------------   -----------------
<S>                                                                                <C>                 <C>   
JNL Aggressive Growth Portfolio                                                    3.74%               11.92%
JNL Capital Growth Portfolio                                                       6.13%               13.17%
JNL Global Equities Portfolio                                                      9.94%               22.21%
JNL/Alger Growth Portfolio                                                        17.15%               14.17%
JNL/Eagle Core Equity Portfolio                                                   23.49%               24.23%
JNL/Eagle SmallCap Equity Portfolio                                               18.86%               26.33%
JNL/ Putnam Growth  Portfolio                                                     12.87%               22.41%
JNL/ Putnam Value Equity Portfolio                                                12.78%               20.94%
PPM America/JNL Balanced Portfolio                                                 9.60%               11.68%
PPM America/JNL High Yield Bond Portfolio                                          6.15%               10.13%
Salomon Brothers/JNL Global Bond Portfolio                                         1.95%               10.17%
Salomon Brothers/JNL U.S. Government & Quality
         Bond Portfolio                                                            0.56%               2.79%
T. Rowe Price/JNL Established Growth Portfolio                                    20.28%               22.41%
T. Rowe Price/JNL International Equity Investment Portfolio                       -5.93%               6.32%
T. Rowe Price/JNL Mid-Cap Growth Portfolio                                         9.16%               17.50%

</TABLE>

     Prior  to May 1,  1997,  the PPM  America/JNL  Balanced  Portfolio  was the
JNL/Phoenix  Investment Counsel Balanced Portfolio and the corresponding  series
was  sub-advised by Phoenix  Investment  Counsel,  Inc.,  the JNL/Putnam  Growth
Portfolio  was the  JNL/Phoenix  Investment  Counsel  Growth  Portfolio  and the
corresponding  series was sub-advised by Phoenix Investment  Counsel,  Inc., and
the  JNL/Phoenix  Value Equity  Portfolio was the PPM  America/JNL  Value Equity
Portfolio and the corresponding series was sub-advised by PPM America, Inc.

     Jackson  National  may  also  advertise   non-standardized   total  return.
Non-standardized total return may be for periods other than those required to be
presented or may otherwise differ from  standardized  total return.  Because the
contract is designed for long term investment, nonstandardized total return that
does not  reflect  the  deduction  of any  applicable  withdrawal  charge may be
advertised.  Reflecting  the deduction of the  withdrawal  charge  decreases the
level of performance advertised.  Nonstandardized total return may also assume a
larger initial investment which more closely  approximates the size of a typical
contract.  The  non-standardized  total returns that each  investment  portfolio
(except the PPM America/JNL  Money Market  Portfolio)  would have achieved if it
had  been  invested  in the  corresponding  series  for the  periods  indicated,
calculated in a manner similar to  standardized  average annual total return but
assuming a hypothetical  initial investment of $10,000 and without deducting the
contract maintenance charge or the withdrawal charge, are as follows:

<TABLE>
<CAPTION>

                                                                                                  Commencement of
                                                                                                   Operations of

                                                                              One Year Period      Corresponding
                                                                                   Ended         Series to December
                                                                             December 31, 1997        31, 1997
                                                                             -----------------        --------
<S>                                                                               <C>                  <C>   
JNL Aggressive Growth Portfolio*                                                  11.03%               19.59%
JNL Capital Growth Portfolio*                                                     13.40%               23.08%
JNL Global Equities Portfolio*                                                    17.40%               28.81%
JNL/Alger Growth Portfolio**                                                      24.44%               15.11%
JNL/Eagle Core Equity Portfolio***                                                30.51%               28.60%
JNL/Eagle SmallCap Equity Portfolio***                                            25.89%               33.00%
JNL/ Putnam Growth  Portfolio*                                                    20.15%               27.49%
JNL/ Putnam Value Equity  Portfolio*                                              20.11%               24.71%
PPM America/JNL Balanced Portfolio                                                16.77%               15.49%
PPM America/JNL High Yield Bond Portfolio*                                        13.31%               11.42%
Salomon Brothers/JNL Global Bond Portfolio*                                        9.07%               10.68%
Salomon Brothers/JNL U.S. Government & Quality
         Bond Portfolio*                                                           7.63%               5.61%
T. Rowe Price/JNL Established Growth Portfolio*                                   27.63%               26.49%
T. Rowe Price/JNL International Equity Investment Portfolio*                       1.30%               7.48%
T. Rowe Price/JNL Mid-Cap Growth Portfolio*                                       16.55%               25.44%

</TABLE>

*  Corresponding series commenced operations on May 15, 1995.
**Corresponding series commenced operations on October 16, 1995.
***Corresponding series commenced operations on September 16, 1996.

     Prior  to May 1,  1997,  the PPM  America/JNL  Balanced  Portfolio  was the
JNL/Phoenix  Investment Counsel Balanced Portfolio and the corresponding  series
was  sub-advised by Phoenix  Investment  Counsel,  Inc.,  the JNL/Putnam  Growth
Portfolio  was the  JNL/Phoenix  Investment  Counsel  Growth  Portfolio  and the
corresponding  series was sub-advised by Phoenix Investment  Counsel,  Inc., and
the  JNL/Phoenix  Value Equity  Portfolio was the PPM  America/JNL  Value Equity
Portfolio and the corresponding series was sub-advised by PPM America, Inc.

     Standardized  average annual total return quotations will be current to the
last day of the calendar quarter preceding the date on which an advertisement is
submitted  for  publication.  Both  standardized  average  annual  total  return
quotations and non-standardized total return quotations will be based on rolling
calendar  quarters and will cover at least periods of one,  five, and ten years,
or a period covering the time the investment portfolio has been in existence, if
it  has  not  been  in  existence  for  one of the  prescribed  periods.  If the
corresponding  series  has been in  existence  for  longer  than the  investment
portfolio, the non-standardized total return quotations will show the investment
performance the series would have achieved  (reduced by the applicable  charges)
had it been held in the investment portfolio for the period quoted. Standardized
average  annual total return is not available for periods  before the investment
portfolio was in existence.

     Quotations of standardized average annual total return and non-standardized
total  return  are  based  upon  historical  earnings  and will  fluctuate.  Any
quotation  of  performance  should  not be  considered  a  guarantee  of  future
performance.  Factors  affecting the  performance  of a series  include  general
market  conditions,  operating  expenses and investment  management.  An owner's
withdrawal  value upon surrender of a contract may be more or less than original
cost.

     Jackson  National may advertise the current  annualized  yield for a 30-day
period for an  investment  portfolio..  The  annualized  yield of an  investment
portfolio  refers to the income  generated by the  investment  portfolio  over a
specified 30-day period.  Because this yield is annualized,  the yield generated
by an investment  portfolio  during the 30-day period is assumed to be generated
each 30-day period.  The yield is computed by dividing the net investment income
per accumulation unit earned during the period by the price per unit on the last
day of the period, according to the following formula:


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

Where:

         a        =        net  investment  income earned during the period
                           by the Series attributable
                           to shares owned by the investment portfolio.
         b        =        expenses for the  investment  portfolio  accrued
                           for the period (net of reimbursements).
         c        =        the average daily number of  accumulation  units
                           outstanding during the period.
         d        =        the  maximum  offering  price  per  accumulation
                           unit on the last day of the period.

     Net  investment   income  will  be  determined  in  accordance  with  rules
established  by the Securities and Exchange  Commission.  Accrued  expenses will
include all recurring fees that are charged to all contracts.

     The yield for the 30-day  period  ended  December  31, 1997 for each of the
above-referenced investment portfolios is as follows:

PPM America/JNL  Balanced Portfolio                                        1.25%
PPM America/JNL High Yield Bond Portfolio                                  6.41%
Salomon Brothers/JNL Global Bond Portfolio                                 4.87%
Salomon Brothers/JNL U.S. Government & Quality Bond Portfolio              4.33%
                                                                     

     Prior  to May 1,  1997,  the PPM  America/JNL  Balanced  Portfolio  was the
JNL/Phoenix  Investment Counsel Balanced Portfolio and the corresponding  series
was sub-advised by Phoenix Investment Counsel, Inc.

     Because of the charges and deductions imposed by the Separate Account,  the
yield  for an  investment  portfolio  will  be  lower  than  the  yield  for the
corresponding  series.  The yield on amounts held in the  investment  portfolios
normally will fluctuate over time. Therefore,  the disclosed yield for any given
period is not an  indication  or  representation  of  future  yields or rates of
return. An investment portfolio's actual yield will be affected by the types and
quality of  portfolio  securities  held by the  series and the series  operating
expenses.

     Any current yield quotations of the PPM America/JNL Money Market Portfolio,
subject  to Rule 482 of the  Securities  Act of 1933,  will  consist  of a seven
calendar day historical  yield,  carried at least to the nearest  hundredth of a
percent.  We may  advertise  yield for the  Portfolio  based on  different  time
periods,  but we will accompany it with a yield  quotation  based on a seven day
calendar  period.  The PPM  America/JNL  Money  Market  Portfolio  yield will be
calculated by determining the net change,  exclusive of capital changes,  in the
value  of  a  hypothetical   pre-existing   account  having  a  balance  of  one
accumulation   unit  at  the  beginning  of  the  base  period,   subtracting  a
hypothetical charge reflecting  deductions from contracts,  and dividing the net
change in  account  value by the value of the  account at the  beginning  of the
period to obtain a base period return and  multiplying the base period return by
(365/7).  The PPM  America/JNL  Money  Market  Portfolio's  effective  yield  is
computed  similarly  but  includes  the  effect  of  assumed  compounding  on an
annualized  basis of the current  yield  quotations  of the  Portfolio.  The PPM
America/JNL Money Market Portfolio's yield and effective yield for the seven day
period ended December 31, 1997 were 3.73% and 3.86%, respectively.

     The PPM America/JNL Money Market Portfolio's yield and effective yield will
fluctuate  daily.  Actual  yields  will  depend on  factors  such as the type of
instruments in the series'  portfolio,  portfolio  quality and average maturity,
changes in interest  rates,  and the series'  expenses.  Although the investment
portfolio  determines its yield on the basis of a seven calendar day period,  it
may use a different  time period on  occasion.  The yield quotes may reflect the
expense  limitations  described  in  the  series'  Prospectus  or  Statement  of
Additional  Information.  There is no  assurance  that the yields  quoted on any
given  occasion  will be  maintained  for any  period  of time  and  there is no
guarantee  that the net asset  values will remain  constant.  It should be noted
that neither a contract owner's  investment in the PPM America/JNL  Money Market
Portfolio nor that  Portfolio's  investment in the PPM America/JNL  Money Market
Series, is guaranteed or insured.  Yields of other money market funds may not be
comparable if a different base or another method of calculation is used.

Additional Tax Information

     NOTE: INFORMATION CONTAINED HEREIN SHOULD NOT BE SUBSTITUTED FOR THE ADVICE
OF A  PERSONAL  TAX  ADVISER.  JACKSON  NATIONAL  DOES NOT  MAKE  ANY  GUARANTEE
REGARDING  THE TAX  STATUS OF ANY  CONTRACT  OR ANY  TRANSACTION  INVOLVING  THE
CONTRACTS.  PURCHASERS  BEAR THE  COMPLETE  RISK THAT THE  CONTRACTS  MAY NOT BE
TREATED AS  "ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME TAX LAWS.  IT SHOULD BE
FURTHER  UNDERSTOOD  THAT THE FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT
SPECIAL  RULES NOT  DESCRIBED IN THIS  PROSPECTUS  MAY BE  APPLICABLE IN CERTAIN
SITUATIONS.  MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE
OR OTHER TAX LAWS.

General

     Section 72 of the Internal  Revenue Code of 1986,  as amended (the "Code"),
governs  taxation of annuities in general.  An individual  owner is not taxed on
increases in the value of a contract until  distribution  occurs,  either in the
form of a withdrawal or as annuity  payments under the annuity  option  elected.
For a withdrawal  received as a total  surrender  (total  redemption  or a death
benefit),  the recipient is taxed on the portion of the payment that exceeds the
cost basis of the  contract.  For a payment  received  as a partial  withdrawal,
federal tax  liability is  determined  on a last-in,  first-out  basis,  meaning
taxable income is withdrawn  before the cost basis of the contract is withdrawn.
For contracts issued in connection with  non-qualified  plans, the cost basis is
generally the premiums,  while for contracts issued in connection with qualified
plans there may be no cost basis.  The taxable  portion of a withdrawal is taxed
at ordinary income tax rates. Tax penalties may also apply.

     For annuity  payments,  a portion of each payment in excess of an exclusion
amount is includable in taxable income.  The exclusion amount for payments based
on a fixed annuity option is determined by multiplying  the payment by the ratio
that the cost basis of the contract  (adjusted for any period  certain or refund
feature) bears to the expected return under the contract.  The exclusion  amount
for payments  based on a variable  annuity  option is determined by dividing the
cost basis of the contract (adjusted for any period certain or refund guarantee)
by the number of years over which the annuity is  expected to be paid.  Payments
received after the investment in the contract has been recovered  (i.e. when the
total of the excludable amounts equals the investment in the contract) are fully
taxable.  The taxable portion is taxed at ordinary income tax rates. For certain
types of qualified  plans there may be no cost basis in the contract  within the
meaning of Section 72 of the Code.  Owners,  annuitants and beneficiaries  under
the contracts should seek competent  financial advice about the tax consequences
of distributions.

     Jackson  National is taxed as a life insurance  company under the Code. For
federal income tax purposes,  the Separate Account is not a separate entity from
Jackson National and its operations form a part of Jackson National.

Withholding Tax on Distributions

     The Code  generally  requires  Jackson  National (or, in some cases, a plan
administrator)  to withhold tax on the taxable  portion of any  distribution  or
withdrawal from a contract. For "eligible rollover distributions" from contracts
issued under certain types of qualified plans,  20% of the distribution  must be
withheld,  unless the payee  elects to have the  distribution  "rolled  over" to
another  eligible plan in a direct  transfer.  This requirement is mandatory and
cannot be waived by the owner.

     An "eligible rollover distribution" is the estimated taxable portion of any
amount received by a covered employee from a plan qualified under Section 401(a)
or 403(a) of the Code, or from a tax sheltered  annuity  qualified under Section
403(b) of the Code  (other  than (1) a series  of  substantially  equal  annuity
payments for the life (or life  expectancy) of the employee,  or joint lives (or
joint life expectancies) of the employee, and his or her designated beneficiary,
or for a specified  period of ten years or more;  and (2) minimum  distributions
required to be made under the Code).  Failure to "rollover" the entire amount of
an eligible rollover distribution  (including an amount equal to the 20% portion
of the  distribution  that was  withheld)  could have adverse tax  consequences,
including the  imposition of a penalty tax on premature  withdrawals,  described
later in this section.

     Withdrawals or distributions  from a contract other than eligible  rollover
distributions  are also subject to withholding on the estimated  taxable portion
of the  distribution,  but the  owner  may  elect in such  cases  to  waive  the
withholding requirement.  If not waived, withholding is imposed (1) for periodic
payments,  at the rate that would be imposed if the payments were wages,  or (2)
for  other  distributions,  at the  rate of  10%.  If no  withholding  exemption
certificate is in effect for the payee,  the rate under (1) above is computed by
treating the payee as a married individual claiming 3 withholding exemptions.

     Generally, the amount of any payment of interest to a non-resident alien of
the United States shall be subject to withholding of a tax equal to thirty (30%)
percent of such amount or, if applicable, a lower treaty rate. A payment may not
be subject to withholding where the recipient sufficiently establishes that such
payment  is  effectively  connected  to the  recipient's  conduct  of a trade or
business in the United States and such payment is included in recipient's  gross
income.

Diversification -- Separate Account Investments

     Section 817(h) of the Code imposes certain diversification standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period (and any subsequent  period) for which the investments are not adequately
diversified,  in  accordance  with  regulations  prescribed by the United States
Treasury Department ("Treasury Department"). Disqualification of the contract as
an annuity  contract  would result in  imposition  of federal  income tax to the
owner with respect to earnings allocable to the contract prior to the receipt of
payments  under the contract.  The Code contains a safe harbor  provision  which
provides that annuity  contracts such as the contracts meet the  diversification
requirements if, as of the close of each calendar quarter, the underlying assets
meet the diversification  standards for a regulated  investment company,  and no
more than 55% of the total assets consist of cash, cash items,  U.S.  government
securities and securities of other regulated investment companies.

     The Treasury Department has issued Regulations establishing diversification
requirements for the investment  portfolios  underlying variable contracts.  The
Regulations amplify the diversification  requirements for variable contracts set
forth  in the Code and  provide  an  alternative  to the safe  harbor  provision
described above. Under the Regulations,  an investment  portfolio will be deemed
adequately  diversified if (1) no more than 55% of the value of the total assets
of the portfolio is represented by any one  investment;  (2) no more than 70% of
the  value of the  total  assets  of the  portfolio  is  represented  by any two
investments;  (3) no more  than 80% of the  value  of the  total  assets  of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

     Jackson  National  intends that each series of the JNL Series Trust will be
managed by its respective  investment adviser in such a manner as to comply with
these diversification requirements.

     The Treasury Department has indicated that the diversification  Regulations
do not provide  guidance  regarding the  circumstances  in which  contract owner
control of the investments of the Separate Account will cause the contract owner
to be  treated  as the owner of the  assets  of the  Separate  Account,  thereby
resulting in the loss of favorable tax  treatment of the contract.  At this time
it cannot be determined  whether  additional  guidance will be provided and what
standards may be contained in such guidance.

     The amount of owner  control  which may be exercised  under the contract is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the owner to be  considered  as the  owner of the  assets of the  Separate
Account  resulting  in the  imposition  of federal  income tax to the owner with
respect to earnings allocable to the contract prior to receipt of payments under
the contract.

     In the event any forthcoming  guidance or ruling is considered to set forth
a new  position,  such  guidance  or  ruling  will  generally  be  applied  only
prospectively.  However,  if such ruling or guidance was not  considered  to set
forth a new  position,  it may be applied  retroactively  resulting in the owner
being  retroactively  determined  to be the owner of the assets of the  Separate
Account.

     Due to the uncertainty in this area, Jackson National reserves the right to
modify the contract in an attempt to maintain favorable tax treatment.

Multiple Contracts

     The Code provides that multiple annuity contracts which are issued within a
calendar year to the same contract  owner by one company or its  affiliates  are
treated as one annuity contract for purposes of determining the tax consequences
of any  distribution.  Such  treatment  may result in adverse  tax  consequences
including  more rapid  taxation of the  distributed  amounts from such  multiple
contracts. Owners should consult a tax adviser prior to purchasing more than one
annuity contract in any calendar year.

Contracts Owned by Other than Natural Persons

     Under Section 72(u) of the Code,  the  investment  earnings on premiums for
contracts  will be taxed  currently  to the owner if the owner is a  non-natural
person, e.g., a corporation or certain other entities.  Such contracts generally
will not be treated as annuities for federal income tax purposes.  However, this
treatment  is not  applied to  contracts  held by a trust or other  entity as an
agent for a natural  person nor to contracts  held by certain  qualified  plans.
Purchasers  should  consult  their own tax counsel or other tax  adviser  before
purchasing a contract to be owned by a non-natural person.

Tax Treatment of Assignments

     An  assignment or pledge of a contract may have tax  consequences,  and may
also be prohibited by ERISA in some  circumstances.  Owners  should,  therefore,
consult  competent  legal  advisers  should they wish to assign or pledge  their
contracts.

Qualified Plans

     The contracts offered by the Prospectus are designed to be suitable for use
under various  types of qualified  plans.  Taxation of owners in each  qualified
plan  varies  with the type of plan and terms and  conditions  of each  specific
plan.  Owners,  annuitants and beneficiaries are cautioned that benefits under a
qualified  plan  may be  subject  to  the  terms  and  conditions  of the  plan,
regardless of the terms and conditions of the contracts issued to fund the plan.

Tax Treatment of Withdrawals

Non-Qualified Plans

     Section 72 of the Code  governs  treatment  of  distributions  from annuity
contracts. It provides that if the contract value exceeds the aggregate Premiums
made, any amount withdrawn not in the form of an annuity payment will be treated
as coming  first from the earnings  and then,  only after the income  portion is
exhausted,  as coming from the principal.  Withdrawn  earnings are included in a
taxpayer's  gross  income.  Section 72 further  provides that a 10% penalty will
apply to the income portion of any  distribution.  The penalty is not imposed on
amounts  received:  (1) after the taxpayer reaches 59 1/2; (2) upon the death of
the  owner;  (3) if the  taxpayer  is  totally  disabled  as  defined in Section
72(m)(7) of the Code; (4) in a series of substantially  equal periodic  payments
made at least annually for the life (or life  expectancy) of the taxpayer or for
the  joint  lives  (or  joint  life   expectancies)  of  the  taxpayer  and  his
beneficiary;  (5) under an  immediate  annuity;  or (6) which are  allocable  to
premium payments made prior to August 14, 1982.

Qualified Plans

     In the case of a withdrawal under a qualified  contract,  a ratable portion
of  the  amount  received  is  taxable,  generally  based  on the  ratio  of the
individual's  cost basis to the  individual's  total  accrued  benefit under the
retirement  plan.  Special tax rules may be available for certain  distributions
from a qualified  contract.  Section 72(t) of the Code imposes a 10% penalty tax
on the taxable  portion of any  distribution  from qualified  retirement  plans,
including  contracts  issued and qualified  under Code Sections 401 (H.R. 10 and
Corporate Pension and Profit Sharing plans),  403(b)  (tax-sheltered  annuities)
and 408(b)  (IRAs).  To the extent  amounts  are not  included  in gross  income
because  they have been rolled over to an IRA or to another  eligible  qualified
plan, no tax penalty will be imposed.

     The tax  penalty  will not  apply to the  following  distributions:  (1) if
distribution  is made on or after the date on which the owner or  annuitant  (as
applicable)  reaches  age 59 1/2;  (2)  distributions  following  the  death  or
disability  of  the  owner  or  annuitant  (as  applicable)  (for  this  purpose
"disability" is defined in Section  72(m)(7) of the Code);  (3) after separation
from  service,  distributions  that are  part of  substantially  equal  periodic
payments  made  not  less  frequently  than  annually  for  the  life  (or  life
expectancy)  of the owner or annuitant  (as  applicable)  or the joint lives (or
joint life  expectancies)  of such owner or annuitant (as applicable) and his or
her  designated  beneficiary;  (4)  distributions  to an owner or annuitant  (as
applicable)  who has  separated  from service  after he has attained age 55; (5)
distributions  made to the owner or annuitant (as applicable) to the extent such
distributions  do not exceed  the amount  allowable  as a  deduction  under Code
Section 213 to the owner or annuitant  (as  applicable)  for amounts paid during
the taxable year for medical care; (6) distributions  made to an alternate payee
pursuant to a qualified  domestic relations order; (7) distributions from an IRA
for the purchase of medical  insurance (as described in Section  213(d)(1)(D) of
the Code) for the contract  owner or annuitant  (as  applicable)  and his or her
spouse and  dependents if the contract  owner or annuitant (as  applicable)  has
received unemployment compensation for at least 12 weeks (this exception will no
longer apply after the  contract  owner or annuitant  (as  applicable)  has been
re-employed  for at  least  60  days);  (8)  distributions  from  an  Individual
Retirement  Annuity made to the owner or annuitant (as applicable) to the extent
such  distributions do not exceed the qualified  higher  education  expenses (as
defined  in  Section  72(t)(7)  of the  Code)  of the  owner  or  annuitant  (as
applicable)  for the taxable  year;  and (9)  distributions  from an  Individual
Retirement  Annuity made to the owner or  annuitant  (as  applicable)  which are
qualified first time home buyer distributions (as defined in Section 72(t)(8) of
the Code).  The exception  stated in items (4) and (6) above do not apply in the
case of an IRA. The exception  stated in (3) above applies to an IRA without the
requirement that there be a separation from service.

     Withdrawals of amounts  attributable  to  contributions  made pursuant to a
salary reduction  agreement (in accordance with Section  403(b)(11) of the Code)
are limited to the following:  when the owner attains age 59 1/2, separates from
services,  dies, becomes disabled (within the meaning of Section 72(m)(7) of the
Code),  or in the case of  hardship.  Hardship  withdrawals  do not  include any
earnings on salary  reduction  contributions.  These  limitations on withdrawals
apply to: (1) salary reduction  contributions  made after December 31, 1988; (2)
income  attributable  to such  contributions;  and (3)  income  attributable  to
amounts held as of December 31, 1988.  The  limitations  on  withdrawals  do not
affect rollovers or exchanges between certain qualified plans. Tax penalties may
also apply.  While the  foregoing  limitations  only apply to certain  contracts
issued in connection with Section 403(b) qualified plans, all owners should seek
competent tax advice regarding any withdrawals or distributions.

     The taxable portion of a withdrawal or distribution  from contracts  issued
under certain  types of plans may,  under some  circumstances,  be "rolled over"
into another  eligible plan so as to continue to defer income tax on the taxable
portion. Effective January 1, 1993, such treatment is available for an "eligible
rollover  distribution" made by certain types of plans (as described above under
"Taxes -- Withholding Tax on Distributions")  that is transferred within 60 days
of receipt into another  eligible  plan or an IRA, or an  individual  retirement
account  described in section  408(a) of the Code.  Plans  making such  eligible
rollover distributions are also required,  with some exceptions specified in the
Code, to provide for a direct  transfer of the  distribution  to the  transferee
plan designated by the recipient.

     Amounts  received  from  IRAs may also be  rolled  over  into  other  IRAs,
individual  retirement  accounts or certain other plans,  subject to limitations
set forth in the Code.

     Generally,  distributions from a qualified plan must commence no later than
April 1 of the calendar year  following  the year in which the employee  attains
the  later  of age 70 1/2 or the  date  of  retirement.  In the  case of an IRA,
distribution  must commence no later than April 1 of the calendar year following
the year in which the owner attains age 70 1/2. Required  distributions  must be
over a period not exceeding the life or life expectancy of the individual or the
joint lives or life  expectancies  of the  individual  and his or her designated
beneficiary.  If the required minimum  distributions are not made, a 50% penalty
tax is imposed as to the amount not distributed.

Types of Qualified Plans

     The following are general descriptions of the types of qualified plans with
which the contracts may be used.  Such  descriptions  are not exhaustive and are
for general  information  purposes only. The tax rules regarding qualified plans
are very complex and will have  differing  applications  depending on individual
facts and circumstances. Each purchaser should obtain competent tax advice prior
to purchasing a contract issued under a qualified plan.

     Contracts  issued pursuant to qualified  plans include  special  provisions
restricting contract provisions that may otherwise be available and described in
this Prospectus. Generally, contracts issued pursuant to qualified plans are not
transferable except upon surrender or annuitization.  Various penalty and excise
taxes  may  apply  to  contributions  or  distributions  made  in  violation  of
applicable   limitations.   Furthermore,   certain   withdrawal   penalties  and
restrictions may apply to surrenders from qualified plan contracts.

          (a)  H.R. 10 Plans

               Section  401 of the Code  permits  self-employed  individuals  to
          establish qualified plans for themselves and their employees, commonly
          referred to as "H.R. 10" or "Keogh" Plans.  Contributions  made to the
          plan for the  benefit of the  employees  will not be  included  in the
          gross income of the employees until distributed from the plan. The tax
          consequences  to owners may vary depending  upon the  particular  plan
          design.  However,  the Code places limitations and restrictions on all
          plans on such items as:  amounts  of  allowable  contributions;  form,
          manner  and  timing of  distributions;  transferability  of  benefits;
          vesting and  non-forfeitability  of  interests;  nondiscrimination  in
          eligibility and participation; and the tax treatment of distributions,
          withdrawals  and  surrenders.  Purchasers of contracts for use with an
          H.R.  10  Plan  should  obtain  competent  tax  advice  as to the  tax
          treatment and suitability of such an investment.

          (b)  Tax-Sheltered Annuities

               Section 403(b) of the Code permits the purchase of "tax-sheltered
          annuities" by public schools and certain  charitable,  educational and
          scientific  organizations described in Section 501(c) (3) of the Code.
          These qualifying employers may make contributions to the contracts for
          the benefit of their employees. Such contributions are not included in
          the  gross  income  of  the  employee  until  the  employee   receives
          distributions  from the contract.  The amount of  contributions to the
          tax-sheltered  annuity is limited to certain  maximums  imposed by the
          Code.  Furthermore,   the  Code  sets  forth  additional  restrictions
          governing    such    items    as    transferability,    distributions,
          non-discrimination  and  withdrawals.  Employee  loans are not allowed
          under these contracts. Any employee should obtain competent tax advice
          as to the tax treatment and suitability of such an investment.

          (c)  Individual Retirement Annuities

               Section  408(b)  of the  Code  permits  eligible  individuals  to
          contribute to an individual retirement program known as an "Individual
          Retirement  Annuity" ("IRA").  Under applicable  limitations,  certain
          amounts may be contributed to an IRA which will be deductible from the
          individual's  gross income.  These IRAs are subject to  limitations on
          eligibility,  contributions,  transferability and distributions. Sales
          of  contracts  for use with IRAs are  subject to special  requirements
          imposed  by  the  Code,   including  the   requirement   that  certain
          informational  disclosure be given to persons desiring to establish an
          IRA.  Purchasers  of contracts  to be qualified as IRAs should  obtain
          competent tax advice as to the tax treatment and  suitability  of such
          an investment.

          (d)  Corporate Pension and Profit-Sharing Plans

               Sections 401(a) and 401(k) of the Code permit corporate employers
          to establish  various types of retirement  plans for employees.  These
          retirement  plans may permit the purchase of the  contracts to provide
          benefits under the plan.  Contributions to the plan for the benefit of
          employees  will not be  included in the gross  income of the  employee
          until  distributed  from the plan. The tax  consequences to owners may
          vary  depending  upon the particular  plan design.  However,  the Code
          places  limitations  on all plans on such items as amount of allowable
          contributions;  form, manner and timing of distributions;  vesting and
          non-forfeitability of interests;  nondiscrimination in eligibility and
          participation; and the tax treatment of distributions, transferability
          of benefits,  withdrawals and surrenders.  Purchasers of contracts for
          use with  corporate  pension or profit  sharing  plans  should  obtain
          competent tax advice as to the tax treatment and  suitability  of such
          an investment.

          (e)  Non-Qualified Deferred Compensation Plans -- Section 457

               Under  Section 457 of the Code,  governmental  and certain  other
          tax-exempt   employers  may  establish,   for  the  benefit  of  their
          employees,  deferred  compensation  plans  which may invest in annuity
          contracts.  The Code, as in the case of qualified  plans,  establishes
          limitations  and  restrictions  on  eligibility,   contributions   and
          distributions.  Under these plans,  contributions made for the benefit
          of the employees will not be included in the  employees'  gross income
          until distributed from the plan.

          (f)  Roth IRAs

               Beginning  in  1998,  individuals  may  purchase  a new  type  of
          non-deductible  IRA, known as a Roth IRA. Purchase payments for a Roth
          IRA are  limited  to a maximum  of  $2,000  per  year.  Lower  maximum
          limitations  apply to individuals  with adjusted gross incomes between
          $95,000 and $110,000 in the case of single taxpayers, between $150,000
          and $160,000 in the case of married  taxpayers  filing joint  returns,
          and  between $0 and  $15,000 in the case of married  taxpayers  filing
          separately.  An overall $2,000 annual limitation continues to apply to
          all  of a  taxpayer's  IRA  contributions,  including  Roth  IRAs  and
          non-Roth IRAs.

               Qualified  distributions  from Roth IRAs are entirely tax free. A
          qualified  distribution requires that the individual has held the Roth
          IRA for at least five years and, in addition, that the distribution is
          made  either  after  the  individual   reaches  age  59  1/2,  on  the
          individual's  death or  disability,  or as qualified  first-time  home
          purchase, subject to a $10,000 lifetime maximum, for the individual, a
          spouse, child, grandchild,  or ancestor. Any distribution which is not
          a qualified  distribution  is taxable to the extent of earnings in the
          distribution.  Distributions  are  treated as made from  contributions
          first and therefore no distributions  are taxable until  distributions
          exceed the amount of  contributions  to the Roth IRA.  The 10% penalty
          tax and the  regular  IRA  exceptions  to the 10% penalty tax apply to
          taxable distributions from a Roth IRA.

               Amounts may be rolled over from one Roth IRA to another Roth IRA.
          Furthermore,  an individual  may make a rollover  contribution  from a
          non-Roth IRA to a Roth IRA,  unless the  individual has adjusted gross
          income over $100,000 or the individual is a married  taxpayer filing a
          separate return. The individual must pay tax on any portion of the IRA
          being rolled over that  represents  income or a previously  deductible
          IRA contribution.  However,  for rollovers in 1998, the individual may
          pay that tax ratably over the four taxable year periods beginning with
          the tax year 1998. There are no similar  limitations on rollovers from
          a Roth IRA to another Roth IRA.




<PAGE>


Income Payments; Net Investment Factor

     See "Income Payments (The Income Phase)" in the Prospectus.

     The net investment factor is an index applied to measure the net investment
performance  of an investment  portfolio  from one  valuation  date to the next.
Since the net investment factor may be greater or less than or equal to one, and
the factor that offsets the 3%  investment  rate  assumed is slightly  less than
one,  the value of an  annuity  unit  (which  changes  with the  product of that
factor) and the net investment may increase, decrease or remain the same.

     The net investment  factor for any  investment  portfolio for any valuation
period is  determined by dividing (a) by (b) and then  subtracting  (c) from the
result where:

          (a)  is the net result of:

               (1)  the net asset value of a series share held in the investment
                    portfolio  determined as of the valuation date at the end of
                    the valuation period, plus

               (2)  the per share amount of any  dividend or other  distribution
                    declared  by the  series if the  "ex-dividend"  date  occurs
                    during the valuation period, plus or minus

               (3)  a per share  credit or charge with respect to any taxes paid
                    or reserved  for by Jackson  National  during the  valuation
                    period  which  are  determined  by  Jackson  National  to be
                    attributable  to the operation of the  investment  portfolio
                    (no federal income taxes are applicable under present law );

          (b)  is the net asset value of the series share held in the investment
               portfolio  determined as of the valuation  date at the end of the
               preceding valuation period; and

          (c)  is the asset charge factor determined by Jackson National for the
               valuation   period  to  reflect  the  charges  for  assuming  the
               mortality and expense risks and the administration charge.
<PAGE>

                      Jackson National Separate Account - I





                                    [GRAPHIC]














                              Financial Statements



                                December 31, 1997


<PAGE>







                        REPORT OF INDEPENDENT ACCOUNTANTS



To Jackson National Life Insurance Company and
   Contract Owners of Jackson National Separate Account - I

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes in net assets present fairly,  in all material  respects,  the financial
position  of each of the sixteen  portfolios  comprising  the  Jackson  National
Separate  Account  - I at  December  31,  1997,  the  results  of each of  their
operations  and the  changes in each of their net assets for each of the periods
indicated,  in conformity with generally accepted accounting  principles.  These
financial  statements are the  responsibility of Jackson National Life Insurance
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 generally  accepted auditing  standards
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/ Price Waterhouse LLP


February 6, 1998


<PAGE>

                      Jackson National Separate Account - I

                       Statement of Assets and Liabilities
                                December 31, 1997


<TABLE>
<CAPTION>

                                                                             Portfolios
                                  -------------------------------------------------------------------------------------------------


                                      JNL           JNL           JNL                      JNL/Eagle     JNL/Eagle
                                   Aggressive     Capital        Global      JNL/Alger        Core        SmallCap     JNL/Putnam
                                     Growth        Growth       Equities       Growth        Equity        Equity        Growth
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S>                               <C>           <C>          <C>            <C>           <C>           <C>           <C>        
Assets:

   Investments in JNL Series
   Trust,
     at market value
     (See Schedule of 
     Investments)..............   $71,251,296   $69,086,449  $144,401,990   $81,673,153   $10,519,071   $12,013,174   $82,694,483
   Due from Jackson National
   Life
     Insurance Company.........        35,337        61,370       100,575        53,501         7,839         8,334       360,342
   Receivable for investments          
     sold......................        44,413        20,726       529,720        42,647           404           461         7,744
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
       Total Assets............    71,331,046    69,168,545   145,032,285    81,769,301    10,527,314    12,021,969    83,062,569


Liabilities:

   Payable for investments     
     purchased.................        35,337        61,370       100,575        53,501         7,839         8,334       360,342
   Due to Jackson National Life
     Insurance Company.........        44,413        20,726       529,720        42,647           404           461         7,744
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
       Total Liabilities.......        79,750        82,096       630,295        96,148         8,243         8,795       368,086
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------


Net Assets.....................   $71,251,296   $69,086,449  $144,401,990   $81,673,153   $10,519,071   $12,013,174   $82,694,483
                                  ============= ============= ============= ============= ============= ============= =============

Total Net Assets Represented by:
   Number of units 
   outstanding ................     5,371,379     5,132,743     9,067,277     5,908,446       766,516       857,946     5,207,294
                                  ============= ============= ============= ============= ============= ============= =============
   Unit value (net assets
     divided by
     units outstanding)........        $13.26        $13.46        $15.93        $13.82        $13.72        $14.00        $15.88
                                  ============= ============= ============= ============= ============= ============= =============
</TABLE>

                See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                                                         Portfolios
                                   ---------------------------------------------------------------------------------------
                                                                                                                          
                                                                    PPM           PPM                         Salomon     
                                    JNL/Putnam        PPM       America/JNL   America/JNL     Salomon       Brothers/JNL  
                                       Value      America/JNL    High Yield      Money      Brothers/JNL  U.S. Government 
                                      Equity        Balanced        Bond         Market     Global Bond    & Quality Bond 
                                   -------------- ------------- ------------- ------------- ------------- ----------------
<S>                               <C>            <C>           <C>           <C>           <C>               <C>         
Assets:                           
                                 
   Investments in JNL Series      
   Trust,  at market value              
      (See Schedule of            
     Investments)..............   $107,971,775   $59,171,797   $60,086,949   $41,412,273   $33,336,631       $23,246,075 
   Due from Jackson National      
   Life Insurance Company......        293,429       199,767       190,180        41,732        23,222            39,788 
    Receivable for investments 
    sold.......................         12,106        19,480         7,756         9,949         3,339               971   
                                 -------------- ------------- ------------- ------------- ------------- ----------------   
       Total Assets............    108,277,310    59,391,044    60,284,885    41,463,954    33,363,192        23,286,834 
                                  
Liabilities:                            
                                                                    
   Payable for investments                                          
     purchased.................        293,429       199,767       190,180        41,732        23,222            39,788 
   Due to Jackson National Life   
     Insurance Company.........         12,106        19,480         7,756         9,949         3,339               971 
                                  -------------- ------------- ------------- ------------- ------------- ----------------
       Total Liabilities.......        305,535       219,247       197,936        51,681        26,561            40,759 
                                  -------------- ------------- ------------- ------------- ------------- ----------------
Net Assets.....................   $107,971,775   $59,171,797   $60,086,949   $41,412,273   $33,336,631       $23,246,075 
                                  ============== ============= ============= ============= ============= ================
Total Net Assets Represented by:
   Number of units                                             
     outstanding ..............      6,925,507     4,486,973     4,711,051     3,855,123     2,603,857         2,090,575 
                                  ============== ============= ============= ============= ============= ================
   Unit value (net assets         
     divided by units
     outstanding)..............         $15.59        $13.19        $12.75        $10.74        $12.80            $11.12 
                                  ============== ============= ============= ============= ============= ================
                                  
</TABLE>

                  `                                   Portfolios             
                                    ------------------------------------------- 
                                                      T. Rowe                   
                                        T. Rowe      Price/JNL      T. Rowe     
                                       Price/JNL   International   Price/JNL    
                                      Established     Equity        Mid-Cap     
                                        Growth      Investment      Growth      
                                    ------------------------------------------- 
Assets:                           
                                  
   Investments in JNL Series      
   Trust,                         
     at market value                                                          
      (See Schedule of                                                        
     Investments)..............    $115,405,542   $52,606,180  $117,881,669   
   Due from Jackson National                                                  
   Life Insurance Company......         183,864        32,831       141,185   
    Receivable for investments 
    sold.......................          20,295        12,485        51,353   
                                  ------------------------------------------- 
       Total Assets............     115,609,701    52,651,496   118,074,207   
                                                                              
Liabilities:                                                                  
                                                                              
   Payable for investments     
     purchased.................         183,864        32,831       141,185   
   Due to Jackson National Life                                               
     Insurance Company.........          20,295        12,485        51,353   
                                  ------------------------------------------- 
       Total Liabilities.......         204,159        45,316       192,538   
                                  -------------------------------------------
Net Assets.....................    $115,405,542   $52,606,180  $117,881,669  
                                  =========================================== 
Total Net Assets Represented by:
   Number of units              
     outstanding ..............        7,218,789     4,406,642     8,031,753   
                                  =========================================== 
   Unit value (net assets      
     divided by units           
     outstanding)..............          $15.99        $11.94        $14.68   
                                  =========================================== 

                See accompanying notes to financial statements.
<PAGE>




                      Jackson National Separate Account - I

                             Statement of Operations
                          Year ended December 31, 1997

<TABLE>
<CAPTION>
                                                                             Portfolios
                                  -------------------------------------------------------------------------------------------------


                                      JNL           JNL           JNL                      JNL/Eagle     JNL/Eagle
                                   Aggressive     Capital        Global      JNL/Alger        Core        SmallCap     JNL/Putnam
                                     Growth        Growth       Equities       Growth        Equity        Equity        Growth
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S>                               <C>           <C>          <C>            <C>           <C>           <C>           <C>        
Net realized gain from sales
   of investments:

   Proceeds from sales.........   $11,089,838   $13,167,439   $15,221,156   $10,556,353      $313,679    $1,933,750    $7,318,617
   Cost of investments sold....    10,223,440    12,866,188    13,600,116     9,061,994       281,506     1,730,655     6,680,129
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
   Net realized gain from sales
     of investments............       866,398       301,251     1,621,040     1,494,359        32,173       203,095       638,488

Net unrealized gain on
investments:

   Unrealized gain beginning of
      year.....................     1,151,235       375,378     2,911,351     2,302,486        12,728        48,839     1,086,316
   Unrealized gain end of
      year.....................     6,566,393     9,216,063    14,341,791    12,927,438     1,358,754       948,517    10,554,634
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
   Net unrealized gain (loss)
      on investments...........     5,415,158     8,840,685    11,430,440    10,624,952     1,346,026       899,678     9,468,318
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------
Net gain on investments........     6,281,556     9,141,936    13,051,480    12,119,311     1,378,199     1,102,773    10,106,806

Expenses:

   Administrative charge.......        78,473        80,287       150,545        89,531         8,399         9,255        76,896
   Mortality and expense charge       653,938       669,055     1,254,542       746,090        69,994        77,124       640,797
                                  ------------- ------------- ------------- ------------- ------------- ------------- -------------

Increase (decrease) in net
assets
   resulting from operations...    $5,549,145    $8,392,594   $11,646,393   $11,283,690    $1,299,806    $1,016,394    $9,389,113
                                  ============= ============= ============= ============= ============= ============= =============
</TABLE>

                See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                                                      Portfolios
                                  ---------------------------------------------------------------------------------------
                                                                                                                         
                                                                   PPM           PPM                         Salomon     
                                   JNL/Putnam        PPM       America/JNL   America/JNL     Salomon       Brothers/JNL  
                                      Value      America/JNL    High Yield      Money      Brothers/JNL  U.S. Government 
                                     Equity        Balanced        Bond         Market     Global Bond    & Quality Bond 
                                  -------------- ------------- ------------- ------------- ------------- ----------------
<S>                                 <C>            <C>           <C>          <C>            <C>              <C>        
Net realized gain from sales      
   of investments:                
                               
   Proceeds from sales.........     $5,794,256     $5,118,205    $6,643,127   $69,718,273    $3,596,564       $4,167,744 
   Cost of investments sold....      5,198,856      4,634,100     6,181,620    68,685,285     3,379,833        4,012,813 
                                  -------------- ------------- ------------- ------------- ------------- ----------------
   Net realized gain from sales   
     of investments............        595,400        484,105       461,507     1,032,988       216,731          154,931 
                                  
Net unrealized gain on            
investments:                      
                                  
   Unrealized gain beginning of
      year.....................      1,518,174      1,374,742       741,120       263,414       497,123          271,639 
   Unrealized gain end of      
      year.....................      9,825,588      7,805,534     5,314,048       874,329     2,530,302        1,594,733 
   Net unrealized gain (loss)     -------------- ------------- ------------- ------------- ------------- ----------------
      on investments...........      8,307,414      6,430,792     4,572,928       610,915     2,033,179        1,323,094    
                                  -------------- ------------- ------------- ------------- ------------- ----------------   
Net gain on investments........      8,902,814      6,914,897     5,034,435     1,643,903     2,249,910        1,478,025 
                                  
Expenses:                         
                                  
   Administrative charge.......         83,044         61,547        52,086        50,377        33,550           23,031 
   Mortality and expense charge        692,035        512,889       434,046       419,810       279,583          191,925 
                                  -------------- ------------- ------------- ------------- ------------- ----------------
                               
Increase (decrease) in net        
   assets resulting from                            
   operations .................     $8,127,735     $6,340,461    $4,548,303    $1,173,716    $1,936,777       $1,263,069 
                                  ============== ============= ============= ============= ============= ================ 
</TABLE>


                                                Portfolios
                                 ------------------------------------------- 
                                                   T. Rowe                   
                                     T. Rowe      Price/JNL      T. Rowe     
                                    Price/JNL   International   Price/JNL    
                                   Established     Equity        Mid-Cap     
                                     Growth      Investment      Growth      
                                 ------------------------------------------- 
Net realized gain from sales                                               
   of investments:                                                         
                               
   Proceeds from sales.........  $11,852,961    $7,136,802   $12,873,286   
   Cost of investments sold....   10,211,545     6,754,084    11,751,614   
                               ------------------------------------------- 
   Net realized gain from sales                                            
     of investments............    1,641,416       382,718     1,121,672   
                                                                           
Net unrealized gain on                                                     
investments:                                                               
                                                                           
   Unrealized gain beginning of   
      year.....................    2,490,988     1,273,843     3,539,268   
   Unrealized gain end of      
      year.....................   18,774,315       904,389    17,999,889 
   Net unrealized gain (loss)  -----------------------------------------   
      on investments...........   16,283,327      (369,454)   14,460,621  
                               -----------------------------------------
Net gain on investments........   17,924,743        13,264    15,582,293   
Expenses:                                                                  
                                                                           
   Administrative charge.......      109,782        62,171       122,581   
   Mortality and expense charge      914,851       518,091     1,021,503  
                               ------------------------------------------- 
                               
Increase (decrease) in net     
   assets resulting from                                                   
   operations .................  $16,900,110     $(566,998)  $14,438,209   
                               =========================================== 

                See accompanying notes to financial statements.


<PAGE>



                      Jackson National Separate Account - I

                       Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                          Portfolios
                                     ---------------------------------------------------------------------------------------

                                           JNL Aggressive                 JNL Capital                   JNL Global
                                               Growth                        Growth                      Equities
                                     ----------------------------  ----------------------------  ---------------------------

                                             Year ended                    Year ended                   Year ended
                                            December 31,                  December 31,                 December 31,
                                     ----------------------------  ----------------------------  ---------------------------
                                         1997          1996            1997          1996           1997          1996
                                     ----------------------------  ----------------------------  ------------- -------------
<S>                                     <C>            <C>            <C>            <C>          <C>              <C>    
Operations:

   Net realized gain from sales
     of investments.................    $866,398       $30,996        $301,251       $34,343      $1,621,040       $92,148
   Net unrealized gain on           
   investments......................   5,415,158     1,150,615       8,840,685       374,824      11,430,440     2,910,460
   Administrative charge............     (78,473)      (15,954)        (80,287)      (19,253)       (150,545)      (20,934)
   Mortality and expense charge.....    (653,938)     (132,954)       (669,055)     (160,441)     (1,254,542)     (174,451)
                                      ------------  ------------    -----------   ------------    ------------  -----------

Increase in net assets resulting
   from operations..................   5,549,145     1,032,703       8,392,594       229,473      11,646,393     2,807,223

Net deposits into Separate Account
   (Note 6).........................  37,560,141    27,068,440      25,254,359    35,193,609      90,834,074    39,064,248
                                     ------------  ------------    -----------   ------------    ------------  -----------

   Increase in net assets...........  43,109,286    28,101,143      33,646,953    35,423,082     102,480,467    41,871,471


Net Assets:

   Beginning of period..............  28,142,010        40,867      35,439,496        16,414      41,921,523        50,052
                                     ------------  ------------    -----------   ------------    ------------  -----------

   End of period.................... $ 71,251,296  $ 28,142,010    $69,086,449   $ 35,439,496    $144,401,990  $41,921,523
                                     ============  ============    ===========   ============    ============  ===========
</TABLE>



*  Period from September 16, 1996 (commencement of operations).


                 See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                                                        Portfolios
                                    ---------------------------------------------------------------------------------------
                                    
                                            JNL/Alger                     JNL/Eagle                     JNL/Eagle          
                                              Growth                     Core Equity                 SmallCap Equity       
                                    ----------------------------  ---------------------------   ---------------------------
                                    
                                            Year ended                   Year ended                    Year ended          
                                           December 31,                 December 31,                  December 31,         
                                    ----------------------------  ---------------------------   ---------------------------   
                                        1997          1996           1997         1996 *           1997         1996 *        
                                    ----------------------------  ------------- -------------   ------------- -------------   
<S>                                    <C>              <C>             <C>            <C>           <C>               <C>     
Operations:                          
                                     
   Net realized gain from sales      
     of investments.................   1,494,359        43,208          32,173         2,565         203,095           302     
   Net unrealized gain on           
   investments......................  10,624,952     2,299,934       1,346,026        12,728         899,678        48,839      
   Administrative charge............     (89,531)      (25,410)         (8,399)         (187)         (9,255)         (130)     
   Mortality and expense charge.....    (746,090)     (211,746)        (69,994)       (1,561)        (77,124)       (1,085)     
                                     -----------  ------------     -----------      --------     -----------      --------     
                                     
Increase in net assets resulting    
   from operations..................  11,283,690     2,105,986       1,299,806        13,545       1,016,394        47,926     
                                     
Net deposits into Separate Account   
   (Note 6).........................  33,612,656    34,548,799       8,326,570       879,150      10,206,905       741,949     
                                     -----------  ------------     -----------      --------     -----------      --------     
                                     
   Increase in net assets...........  44,896,346    36,654,785       9,626,376       892,695      11,223,299       789,875     
                                     
                                     
Net Assets:                          
                                     
   Beginning of period..............  36,776,807       122,022         892,695             -         789,875             -     
                                     -----------  ------------     -----------      --------     -----------      --------     
                                     
   End of period.................... $81,673,153  $ 36,776,807     $10,519,071      $892,695     $12,013,174      $789,875     
                                     ===========  ============     ===========      ========     ===========      ========     
</TABLE>

                                           Portfolios
                                    ---------------------------
                                                                  
                                              JNL/Putnam          
                                                Growth            
                                    ---------------------------
                                                                  
                                              Year ended          
                                             December 31,         
                                    
                                    ---------------------------      
                                       1997          1996            
                                    ------------- -------------      
Operations:                                                          
                                                                     
   Net realized gain from sales                                      
     of investments.................    638,488        54,944          
   Net unrealized gain on                 
   investments......................  9,468,318     1,086,015        
   Administrative charge............    (76,896)      (11,492)       
   Mortality and expense charge.....   (640,797)      (95,771)       
                                    ------------- -------------      
                                                                     
Increase in net assets resulting                                     
   from operations..................  9,389,113     1,033,696        
                                                                     
Net deposits into Separate Account                                   
   (Note 6)......................... 51,065,168    21,200,464        
                                    ------------- -------------      
                                          
   Increase in net assets........... 60,454,281    22,234,160        
                                            
                                                                     
Net Assets:                                                          
                                                                     
   Beginning of period.............. 22,240,202         6,042        
                                    ------------- -------------       
                                        
   End of period....................$82,694,483   $22,240,202        
                                    ============= =============      
<PAGE>



                      Jackson National Separate Account - I

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                                          Portfolios
                                     ---------------------------------------------------------------------------------------
 .
                                             JNL/Putnam                 PPM America/JNL               PPM America/JNL
                                            Value Equity                    Balanced                  High Yield Bond
                                     ----------------------------  ----------------------------  ---------------------------

                                             Year ended                    Year ended                   Year ended
                                            December 31,                  December 31,                 December 31,
                                     ----------------------------  ----------------------------  ---------------------------
                                         1997          1996            1997          1996           1997          1996
                                     ----------------------------  ----------------------------  ------------- -------------
<S>                                  <C>           <C>             <C>           <C>             <C>           <C>        
Operations:

   Net realized gain from sales
     of investments................. $    595,400  $    34,088     $   484,105   $    77,178     $   461,507   $    30,686
   Net unrealized gain on           
   investments......................    8,307,414    1,517,075       6,430,792     1,373,102       4,572,928       741,108
   Administrative charge............      (83,044)      (8,763)        (61,547)      (15,595)        (52,086)       (6,480)
   Mortality and expense charge.....     (692,035)     (73,025)       (512,889)     (129,959)       (434,046)      (53,997)
                                     ----------------------------  ----------------------------  ------------- -------------

Increase in net assets resulting
   from operations..................    8,127,735    1,469,375       6,340,461     1,304,726       4,548,303       711,317


Net deposits into Separate Account
   (Note 6).........................   82,577,176   15,755,729      28,882,738    22,510,825      42,618,313    12,208,005
                                     ----------------------------  ----------------------------  ------------- -------------

   Increase in net assets...........   90,704,911   17,225,104      35,223,199    23,815,551      47,166,616    12,919,322


Net Assets:

   Beginning of period..............   17,266,864       41,760      23,948,598       133,047      12,920,333         1,011
                                     ----------------------------  ----------------------------  ------------- -------------

   End of period.................... $107,971,775  $ 17,266,864    $ 59,171,797  $ 23,948,598    $60,086,949   $12,920,333
                                     ============================  ============================  ============= =============
</TABLE>
                See accompanying notes to financial statements.


<PAGE>






<TABLE>
<CAPTION>

                                                                                 Portfolios
                                             ---------------------------------------------------------------------------------------
 .                                                                                                          Salomon Brothers/JNL
                                                  PPM America/JNL            Salomon Brothers/JNL             U.S. Government       
                                                    Money Market                  Global Bond                 & Quality Bond        
                                             ----------------------------  ---------------------------   ---------------------------
                                    
                                                     Year ended                   Year ended                    Year ended          
                                                    December 31,                 December 31,                  December 31,         
                                             ----------------------------  ---------------------------   ---------------------------
                                                 1997          1996           1997          1996            1997          1996      
                                             ----------------------------  ------------- -------------   ------------- -------------
<S>                                          <C>           <C>             <C>           <C>             <C>           <C>          
Operations:                         
                                    
   Net realized gain from sales     
     of investments.................         $ 1,032,988   $   186,518     $   216,731   $    20,380     $   154,931   $     9,430  
   Net unrealized gain on           
   investments......................             610,915       263,021       2,033,179       496,629       1,323,094       271,528  
   Administrative charge............             (50,377)      (14,235)        (33,550)       (5,606)        (23,031)       (5,581) 
   Mortality and expense charge.....            (419,810)     (118,627)       (279,583)      (46,718)       (191,925)      (46,511) 
                                             ------------  ------------    -----------   -----------     -----------    ----------  
                                    
Increase in net assets resulting    
   from operations..................           1,173,716       316,677       1,936,777       464,685       1,263,069       228,866  
                                    
                                    
Net deposits into Separate Account  
   (Note 6).........................          17,485,865    22,289,436      20,696,256    10,206,357      12,663,491     9,077,627  
                                             ------------  ------------    -----------   -----------     -----------    ----------  
                                    
   Increase in net assets...........          18,659,581    22,606,113      22,633,033    10,671,042      13,926,560     9,306,493  
                                    
                                    
Net Assets:                         
                                    
   Beginning of period..............          22,752,692       146,579      10,703,598        32,556       9,319,515        13,022  
                                             ------------  ------------    -----------   -----------     -----------    ----------  
                                    
   End of period....................         $ 41,412,273  $ 22,752,692    $33,336,631   $10,703,598     $23,246,075    $9,319,515  
                                             ============  ============    ===========   ===========     ===========    ==========  
</TABLE>



                                              Portfolios
                                       ---------------------------    
 .                                                                     
                                           T. Rowe Price/JNL          
                                          Established Growth          
                                       ---------------------------    
                                                                      
                                              Year ended              
                                             December 31,             
                                       ---------------------------    
                                          1997          1996          
                                       ------------- -------------    
Operations:                                                           
                                                                      
   Net realized gain from sales                                       
     of investments.................   $ 1,641,416   $    60,034      
   Net unrealized gain on           
   investments......................    16,283,327     2,487,976      
   Administrative charge............      (109,782)      (17,198)     
   Mortality and expense charge.....      (914,851)     (143,319)     
                                       ------------- -------------    
                                                                      
Increase in net assets resulting                                      
   from operations..................    16,900,110     2,387,493      
                                                                      
                                                                      
Net deposits into Separate Account                                    
   (Note 6).........................    67,178,828    28,829,643      
                                       ------------- -------------    
                                                                      
   Increase in net assets...........    84,078,938    31,217,136      
                                                                      
                                                                      
Net Assets:                                                           
                                                                      
   Beginning of period..............    31,326,604       109,468      
                                       ------------- -------------    
                                                                      
   End of period....................   $115,405,542  $31,326,604      
                                       ============= =============    

<PAGE>



                      Jackson National Separate Account - I

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>
                                                             Portfolios
                                     ----------------------------------------------------------
                                         T. Rowe Price/JNL
                                        International Equity           T. Rowe Price/JNL
                                             Investment                  Mid-Cap Growth
                                     ----------------------------  ----------------------------

                                             Year ended                    Year ended
                                            December 31,                  December 31,
                                     ----------------------------  ----------------------------
                                         1997          1996            1997          1996
                                     ----------------------------  ----------------------------
<S>                                  <C>           <C>             <C>           <C>        
Operations:

   Net realized gain from sales
     of investments................. $   382,718   $    30,872     $  1,121,672  $   103,159
                                    
   Net unrealized gain (loss)
     on investments.................    (369,454)    1,273,172       14,460,621    3,538,229
   Administrative charge............     (62,171)      (14,785)        (122,581)     (26,466)
   Mortality and expense charge.....    (518,091)     (123,213)      (1,021,503)    (220,554)
                                     ------------  ------------    ------------  ------------

Increase (decrease) in net assets
   resulting from operations........    (566,998)    1,166,046       14,438,209    3,394,368


Net deposits into Separate Account
   (Note 6).........................  29,138,889    22,835,756       58,296,400   41,699,598
                                     ------------  ------------    ------------  ------------

   Increase in net assets...........  28,571,891    24,001,802       72,734,609   45,093,966


Net Assets:

   Beginning of period..............  24,034,289        32,487       45,147,060       53,094
                                     ------------  ------------    ------------  ------------

   End of period.................... $ 52,606,180  $ 24,034,289    $117,881,669  $ 45,147,060
                                     ============  ============    ============  ============
</TABLE>

                See accompanying notes to financial statements.
<PAGE>


                      Jackson National Separate Account - I

                             Schedule of Investments
                                December 31, 1997




<TABLE>
<CAPTION>


                                                                                    Number                           Market
         JNL Series Trust                                                         of Shares          Cost             Value
         ----------------                                                         ---------          ----             -----
 
<S>                                                                                 <C>           <C>             <C>          
         JNL Aggressive Growth.............................................         4,903,737     $ 64,684,903    $  71,251,296

         JNL Capital Growth................................................         4,187,058       59,870,386       69,086,449

         JNL Global Equities...............................................         8,260,983      130,060,199      144,401,990

         JNL/Alger Growth..................................................         6,023,094       68,745,715       81,673,153

         JNL/Eagle Core Equity.............................................           765,023        9,160,317       10,519,071

         JNL/Eagle SmallCap Equity.........................................           816,112       11,064,657       12,013,174

         JNL/Putnam Growth.................................................         4,867,244       72,139,849       82,694,483

         JNL/Putnam Value Equity...........................................         6,419,249       98,146,187      107,971,775

         PPM America/JNL Balanced..........................................         4,530,765       51,366,263       59,171,797

         PPM America/JNL High Yield Bond...................................         5,234,055       54,772,901       60,086,949

         PPM America/JNL Money Market......................................        41,412,273       40,537,944       41,412,273

         Salomon Brothers/JNL Global Bond..................................         2,997,898       30,806,329       33,336,631

         Salomon Brothers/JNL U.S. Government & Quality Bond...............         2,174,563       21,651,342       23,246,075

         T. Rowe Price/JNL Established Growth..............................         7,388,319       96,631,227      115,405,542

         T. Rowe Price/JNL International Equity Investment.................         4,347,618       51,701,791       52,606,180

         T. Rowe Price/JNL Mid-Cap Growth..................................         6,786,509       99,881,780      117,881,669

</TABLE>
                See accompanying notes to financial statements.

<PAGE>


                      Jackson National Separate Account - I

                          Notes to Financial Statements
                                December 31, 1997


Note 1 - Organization

         Jackson  National Life Insurance  Company ("JNL")  established  Jackson
         National  Separate  Account - I (the  "Separate  Account")  on June 14,
         1993. The Separate  Account  commenced  operations on October 16, 1995,
         and is registered  under the  Investment  Company Act of 1940 as a unit
         investment  trust.  The  Separate  Account  receives  and  invests  net
         premiums for individual  flexible premium  variable  annuity  contracts
         issued by JNL. The  contracts  can be purchased on a non-tax  qualified
         basis or in  connection  with certain  plans  qualifying  for favorable
         federal income tax treatment.  The Separate Account currently  contains
         sixteen  Portfolios,  each of which invests in the following  series of
         the JNL Series Trust:

                  JNL  Aggressive  Growth  Series 
                  JNL Capital  Growth Series 
                  JNL Global Equities Series  
                  JNL/Alger Growth Series 
                  JNL/Eagle Core Equity Series  
                  JNL/Eagle  SmallCap  Equity  Series  
                  JNL/Putnam Growth Series  
                  JNL/Putnam  Value Equity Series 
                  PPM America/JNL Balanced  Series 
                  PPM  America/JNL  High Yield Bond  Series 
                  PPM America/JNL  Money Market Series 
                  Salomon  Brothers/JNL  Global Bond Series
                  Salomon Brothers/JNL U.S. Government & Quality Bond Series
                  T. Rowe Price/JNL Established Growth Series
                  T. Rowe Price/JNL International Equity Investment Series
                  T. Rowe Price/JNL Mid-Cap Growth Series

         Effective May 1, 1997,  the  JNL/Phoenix  Investment  Counsel  Balanced
         Series became the PPM America/JNL Balanced Series and is managed by PPM
         America,  Inc., the JNL/Phoenix Investment Counsel Growth Series became
         the  JNL/Putnam  Growth  Series  and is  managed  by Putnam  Investment
         Management,  Inc., and the PPM  America/JNL  Value Equity Series became
         the JNL/Putnam Value Equity Series and is managed by Putnam  Investment
         Management, Inc.

Note 2 - Significant Accounting Policies

         The following is a summary of significant  accounting policies followed
         by the Separate Account in the preparation of its financial statements.
         The policies  are in  conformity  with  generally  accepted  accounting
         principles.


<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)


Note 2 - Significant Accounting Policies (continued)

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  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

                  The Separate  Account's  investments  in the series of the JNL
                  Series  Trust  are  stated  at the  net  asset  values  of the
                  respective   series.  The  average  cost  method  is  used  in
                  determining  the cost of the shares sold on withdrawals by the
                  Separate  Account.  Fund share  transactions  are  recorded on
                  trade date (same as  settlement  date).  The series follow the
                  accounting practice known as consent dividending,  whereby all
                  of its net investment income and realized gains are treated as
                  being  distributed to the Separate Account and are immediately
                  reinvested in the series.

         Federal Income Taxes

                  The  operations  of the  Separate  Account are included in the
                  federal  income tax  return of JNL,  which is taxed as a "life
                  insurance  company"  under  the  provisions  of  the  Internal
                  Revenue Code. JNL anticipates no tax liability  resulting from
                  the operations of the Separate Account.
                  Therefore, no federal income tax has been provided.

Note 3 - Policy Charges

         Charges are deducted from the Separate  Account to  compensate  JNL for
         providing   the  insurance   benefits  set  forth  in  the   contracts,
         administering the contracts,  distributing the contracts,  and assuming
         certain risks in connection with the contract.

         Contract Maintenance Charge

                  An  annual  contract  maintenance  charge  of $35  is  charged
                  against each contract to reimburse  JNL for expenses  incurred
                  in  establishing  and  maintaining  records  relating  to  the
                  contract.  The contract maintenance charge is assessed on each
                  anniversary  of the  contract  date that occurs on or prior to
                  the annuity date.  The charge is deducted by redeeming  units.
                  For the year ended  December  31,  1997,  $233,827 in contract
                  maintenance charges were assessed.



<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)


Note 3 - Policy Charges (continued)

         Transfer Fee Charge

                  A transfer  fee of $25 will apply to transfers in excess of 15
                  transfers in a contract  year.  JNL may waive the transfer fee
                  in connection with pre-authorized automatic transfer programs,
                  or in those states where a lesser fee is required.

                  This fee will be deducted from contract values which remain in
                  the  portfolio(s)  from which the transfers were made. If such
                  remaining  contract value is  insufficient to pay the transfer
                  fee, then the fee will be deducted from  transferred  contract
                  values. For the year ended December 31, 1997, $100 in transfer
                  fees were assessed.

         Surrender or Contingent Deferred Sales Charge

                  During  the first  seven  contract  years,  certain  contracts
                  include a provision for a charge upon the surrender or partial
                  surrender  of the  contract.  The  amount  assessed  under the
                  contract terms, if any,  depends upon the cost associated with
                  distributing  the particular  contracts.  The amount,  if any,
                  depends  on  a  number  of  factors,   including   the  amount
                  withdrawn,  the contract year of surrender,  or the number and
                  amount of  withdrawals  in a calendar year. For the year ended
                  December  31,  1997,   $501,538  in  surrender   charges  were
                  assessed.

         Administration Charge

                  JNL deducts a daily charge for  administrative  expenses  from
                  the net assets of the Separate Account equivalent to an annual
                  rate of  0.15%.  The  administration  charge  is  designed  to
                  reimburse  JNL  for  administrative  expenses  related  to the
                  Separate   Account  and  the  issuance  and   maintenance   of
                  contracts.

         Mortality and Expense Charge

                  A daily  charge is made for the  mortality  and expense  risks
                  assumed by JNL.  JNL deducts a daily charge from the assets of
                  the Separate Account equivalent to an annual rate of 1.25% for
                  the assumption of mortality and expense  risks.  The mortality
                  risk  assumed by JNL is that the insured may receive  benefits
                  greater  than  those  anticipated  by JNL.  The  expense  risk
                  assumed  by  JNL  is  that  the  costs  of  administering  the
                  contracts  of the  Separate  Account  will  exceed  the amount
                  received  from  the  Administration  Charge  and the  Contract
                  Maintenance Charge.


<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)


Note 4 - Purchases and Sales of Investments

         For the year ended December 31, 1997, purchases and proceeds from sales
         of investments in the JNL Series Trust are as follows:

<TABLE>
<CAPTION>

                                                                                                     Proceeds
         JNL Series Trust                                                           Purchases       from Sales
         ----------------                                                           ---------       ----------

<S>                                                                               <C>               <C>         
         JNL Aggressive Growth..................................................  $  47,917,568     $ 11,089,838

         JNL Capital Growth.....................................................     37,672,456       13,167,439

         JNL Global Equities....................................................    104,650,143       15,221,156

         JNL/Alger Growth.......................................................     43,333,388       10,556,353

         JNL/Eagle Core Equity..................................................      8,561,856          313,679

         JNL/Eagle SmallCap Equity..............................................     12,054,276        1,933,750

         JNL/Putnam Growth......................................................     57,666,092        7,318,617

         JNL/Putnam Value Equity................................................     87,596,353        5,794,256

         PPM America/JNL Balanced...............................................     33,426,507        5,118,205

         PPM America/JNL High Yield Bond........................................     48,775,308        6,643,127

         PPM America/JNL Money Market...........................................     86,733,951       69,718,273

         Salomon Brothers/JNL Global Bond.......................................     23,979,687        3,596,564

         Salomon Brothers/JNL U.S. Government & Quality Bond....................     16,616,279        4,167,744

         T. Rowe Price/JNL Established Growth...................................     78,007,156       11,852,961

         T. Rowe Price/JNL International Equity Investment......................     35,695,429        7,136,802

         T. Rowe Price/JNL Mid-Cap Growth.......................................     70,025,602       12,873,286
</TABLE>

<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)



Note 5 -  Accumulation of Unit Activity

     The  following  is a  reconciliation  of unit  activity for the years ended
     December 31, 1997 and 1996:
<TABLE>
<CAPTION>

                                       Units                                  Units                                   Units
                                    Outstanding     Units        Units     Outstanding     Units        Units      Outstanding
Portfolio:                          at 12/31/95    Issued      Redeemed    at 12/31/96     Issued      Redeemed    at 12/31/97
- ----------                          -----------    ------      --------    -----------     ------      --------    -----------


<S>                                      <C>      <C>          <C>           <C>          <C>          <C>          <C>      
JNL Aggressive Growth...............     4,008    2,489,793    (138,271)     2,355,530    3,830,809    (814,960)    5,371,379

JNL Capital Growth..................     1,587    3,099,665    (115,584)     2,985,668    3,195,545  (1,048,470)    5,132,743

JNL Global Equities.................     4,778    3,207,085    (121,629)     3,090,234    6,868,896    (891,853)    9,067,277

JNL/Alger Growth....................    12,285    3,610,116    (311,591)     3,310,810    3,360,067    (762,431)    5,908,446

JNL/Eagle Core Equity...............         -       99,222     (14,327)        84,895      700,021     (18,400)      766,516

JNL/Eagle SmallCap Equity...........         -       72,877      (1,863)        71,014      926,135    (139,203)      857,946

JNL/Putnam Growth...................       571    1,763,677     (81,644)     1,682,604    3,978,206    (453,516)    5,207,294

JNL/Putnam Value Equity.............     3,944    1,375,629     (49,285)     1,330,288    5,934,203    (338,984)    6,925,507

PPM America/JNL Balanced............    12,871    2,271,164    (163,506)     2,120,529    2,739,911    (373,467)    4,486,973

PPM America/JNL High Yield Bond.....       100    1,238,600     (90,860)     1,147,840    4,075,178    (511,967)    4,711,051

PPM America/JNL Money Market........    14,608    4,391,649   (2,213,081)    2,193,176    8,222,523  (6,560,576)    3,855,123

Salomon Brothers/JNL Global Bond....     3,128      963,549     (54,792)       911,885    1,958,400    (266,428)    2,603,857

Salomon Brothers/JNL U.S.
Government &                             1,275      960,739     (59,959)       902,055    1,564,041    (375,521)    2,090,575
     Quality Bond...................

T. Rowe Price/JNL Established Growth    10,564    2,609,100    (118,768)     2,500,896    5,454,859    (736,966)    7,218,789

T. Rowe Price/JNL International
Equity                                   3,096    2,162,647    (126,313)     2,039,430    2,905,132    (537,920)    4,406,642
     Investment.....................

T. Rowe Price/JNL Mid-Cap Growth....     5,120    3,846,339    (266,408)     3,585,051    5,339,307    (892,605)    8,031,753

</TABLE>
<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)


Note 6 - Reconciliation of Gross and Net Deposits into the Separate Account

         Deposits into the Separate  Account  purchase  shares of the JNL Series
         Trust. Net deposits  represent the amounts  available for investment in
         such shares  after the  deduction of  applicable  policy  charges.  The
         following  is a  summary  of net  deposits  made  for the  years  ended
         December 31, 1997 and 1996:

<TABLE>
<CAPTION>

                                                                             Portfolios
                                       ---------------------------------------------------------------------------------------
                                             JNL Aggressive                 JNL Capital                    JNL Global
                                                 Growth                        Growth                       Equities
                                       ---------------------------   ---------------------------   ---------------------------

                                               Year ended                    Year ended                    Year ended
                                              December 31,                  December 31,                  December 31,
                                       ---------------------------   ---------------------------   ---------------------------
                                          1997           1996           1997           1996           1997           1996
                                       ------------- -------------   ------------- -------------   ------------- -------------

<S>                                    <C>           <C>             <C>           <C>             <C>           <C>        
Proceeds from units issued..........   $45,265,821   $27,543,128     $37,672,456   $35,519,102     $93,402,947   $39,106,636
Value of units redeemed.............   (10,290,778)   (1,145,314)    (11,594,857)     (975,072)    (13,733,122)   (1,240,848)
Transfers between funds and
   general account..................     2,651,747       676,383        (752,866)      653,800      11,247,196     1,204,468
                                       ------------- -------------   ------------- -------------   ------------- -------------

Total gross deposits net of
   transfers to general account.....    37,626,790    27,074,197      25,324,733    35,197,830      90,917,021    39,070,256

Deductions:
Policyholder charges................        66,649         5,757          70,374         4,221          82,947         6,008
                                       ------------- -------------   ------------- -------------   ------------- -------------


Net deposits from policyholders.....   $37,560,141   $27,068,440     $25,254,359   $35,193,609     $90,834,074   $39,064,248
                                       ============= =============   ============= =============   ============= =============
</TABLE>

<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)


Note 6 -  Reconciliation  of Gross and Net Deposits  into the  Separate  Account
(continued)

<TABLE>
<CAPTION>

                                                                             Portfolios
                                       ---------------------------------------------------------------------------------------
                                               JNL/Alger                     JNL/Eagle                     JNL/Eagle
                                                 Growth                     Core Equity                 SmallCap Equity
                                       ---------------------------   ---------------------------   ---------------------------

                                               Year ended                    Year ended                    Year ended
                                              December 31,                  December 31,                  December 31,
                                       ---------------------------   ---------------------------   ---------------------------
                                          1997           1996           1997          1996 *          1997          1996 *
                                       ------------- -------------   ------------- -------------   ------------- -------------

<S>                                    <C>           <C>             <C>           <C>             <C>           <C>        
Proceeds from units issued..........   $38,632,352   $36,756,292     $ 7,461,654   $ 1,021,518     $10,214,402   $   750,702
Value of units redeemed.............    (9,648,065)   (2,573,647)       (234,793)     (148,208)     (1,846,474)      (18,081)
Transfers between funds and
   general account..................     4,701,036       376,063       1,100,202         5,840       1,839,874         9,328
                                       ------------- -------------   ------------- -------------   ------------- -------------

Total gross deposits net of
   transfers to general account.....    33,685,323    34,558,708       8,327,063       879,150      10,207,802       741,949

Deductions:
Policyholder charges................        72,667         9,909             493             -             897             -
                                       ------------- -------------   ------------- -------------   ------------- -------------


Net deposits from policyholders.....   $33,612,656   $34,548,799     $ 8,326,570   $   879,150     $10,206,905   $   741,949
                                       ============= =============   ============= =============   ============= =============

</TABLE>


*  Period from September 16, 1996 (commencement of operations).
<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)
<TABLE>
<CAPTION>


                                       ----------------------------------------------------------------------------------------
                                               JNL/Putnam                    JNL/Putnam                  PPM America/JNL       
                                                 Growth                     Value Equity                    Balanced           
                                       ----------------------------  ----------------------------  ----------------------------
                                       
                                               Year ended                    Year ended                    Year ended          
                                              December 31,                  December 31,                  December 31,         
                                       ----------------------------  ----------------------------  ----------------------------
                                           1997           1996           1997          1996           1997           1996      
                                       -------------- -------------  ----------------------------  ------------- --------------
                                       

<S>                                   <C>            <C>            <C>            <C>             <C>           <C>            
Proceeds from units issued..........  $ 49,336,186   $ 21,442,640   $ 70,909,880   $ 15,632,015    $ 29,379,692  $ 23,509,961   
Value of units redeemed.............    (6,547,755)      (796,160)    (4,969,063)     (411,373)     (4,501,905)   (1,217,837)  
Transfers between funds and            
   general account..................     8,329,906        560,800     16,686,473       537,691       4,046,815       227,388   
                                       -----------   ------------   ------------  ------------    -----------    -----------    
                                       
Total gross deposits net of            
   transfers to general account.....    51,118,337     21,207,280     82,627,290    15,758,333      28,924,602    22,519,512   
                                       
Deductions:                            
Policyholder charges................        53,169          6,816         50,114         2,604          41,864         8,687   
                                       -----------   ------------   ------------  ------------    -----------    -----------    
                                       
                                       
Net deposits from policyholders.....   $51,065,168   $ 21,200,464   $ 82,577,176  $ 28,882,738    $28,882,738    $22,510,825  
                                       ===========   ============   ============  ============    ===========    ===========    

</TABLE>


                                         -------------------------     
                                              PPM America/JNL            
                                              High Yield Bond            
                                         -------------------------     
                                                                         
                                                 Year ended              
                                                December 31,             
                                         -------------------------     
                                            1997           1996          
                                         -----------   -----------       
                                                                         
Proceeds from units issued..........      44,481,004    12,260,162       
Value of units redeemed.............      (6,127,340)     (815,925)      
Transfers between funds and                                              
   general account..................       4,294,304       766,118       
                                         -----------   -----------       
                                                                         
Total gross deposits net of                                              
   transfers to general account.....      42,647,968    12,210,355       
                                                                         
Deductions:                                                              
Policyholder charges................          29,655         2,350       
                                         -----------   -----------       
                                                                         
                                                                         
Net deposits from policyholders.....     $42,618,313   $12,208,005       
                                         ===========   ===========       

<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)


Note 6 -  Reconciliation  of Gross and Net Deposits  into the  Separate  Account
(continued)


<TABLE>
<CAPTION>

                                                                             Portfolios
                                       ---------------------------------------------------------------------------------------
                                            PPM America/JNL             Salomon Brothers/JNL       Salomon Brothers/JNL U.S.
                                              Money Market                  Global Bond            Government & Quality Bond
                                       ---------------------------   ---------------------------   ---------------------------

                                               Year ended                    Year ended                    Year ended
                                              December 31,                  December 31,                  December 31,
                                       ---------------------------   ---------------------------   ---------------------------
                                          1997           1996           1997           1996           1997           1996
                                       ------------- -------------   ------------- -------------   ------------- -------------

<S>                                    <C>           <C>             <C>           <C>             <C>           <C>        
Proceeds from units issued..........   $86,733,951   $43,127,416     $22,112,972   $10,448,311     $16,616,279   $ 9,278,322
                                       
Value of units redeemed.............   (34,907,833)  (14,310,306)     (3,260,129)     (486,567)     (3,601,095)     (469,196)
Transfers between funds and
   general account..................   (34,311,907)   (6,523,796)      1,866,715       246,760        (336,485)      271,425
                                       ------------- -------------   ------------- -------------   ------------- -------------

Total gross deposits net of
   transfers to general account.....    17,514,211    22,293,314      20,719,558    10,208,504      12,678,699     9,080,551

Deductions:
Policyholder charges................        28,346         3,878          23,302         2,147          15,208         2,924
                                       ------------- -------------   ------------- -------------   ------------- -------------


Net deposits from policyholders.....   $17,485,865   $22,289,436     $20,696,256   $10,206,357     $12,663,491   $ 9,077,627
                                       ============= =============   ============= =============   ============= =============

</TABLE>

<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)


<TABLE>
<CAPTION>

                                       ----------------------------------------------------------------------------------------
                                            T. Rowe Price/JNL             T. Rowe Price/JNL             T.Rowe Price/JNL
                                           Established Growth           International Equity             Mid-Cap Growth
                                       ----------------------------  ----------------------------  ----------------------------
                                       
                                               Year ended                    Year ended                    Year ended
                                               December 31                  December 31,                  December 31,
                                       ----------------------------  ----------------------------  ----------------------------
                                           1997           1996           1997          1996           1997           1996
                                       -------------- -------------  ----------------------------  ------------- --------------

<S>                                   <C>            <C>            <C>           <C>                <C>        <C>         
Proceeds from units issued..........  $  67,808,925  $  29,052,257  $  31,886,802 $ 23,348,962       63,794,416 $ 43,089,505
                                       (10,747,430)    (1,202,924)    (6,517,887)   (1,329,874)    (11,648,973)   (2,671,376)
Value of units redeemed.............   
Transfers between funds and             10,198,231        988,000      3,808,627       820,933       6,231,186     1,288,321
   general account..................   -------------- -------------  ----------------------------  ------------- --------------
                                       
                                       
Total gross deposits net of             67,259,726     28,837,333     29,177,542    22,840,021      58,376,629    41,706,450
   transfers to general account.....   
                                       
Deductions:                                 80,898          7,690         38,653         4,265          80,229         6,852
Policyholder charges................   -------------- -------------  ----------------------------  ------------- --------------
                                       
                                       
Net deposits from policyholders.....   $67,178,828    $28,829,643    $29,138,889   $ 22,835,756     58,296,400   $ 41,699,598
                                       ============== =============  ============================  ============= ==============

</TABLE>
<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                        Consolidated Financial Statements














                     Jackson National Life Insurance Company



                                  [GRAPHIC](R)














                              Financial Statements







<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholder of
  Jackson National Life Insurance Company


In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  income  statements and  consolidated  statements of  stockholder's
equity and of cash flows present fairly, in all material respects, the financial
position of Jackson National Life Insurance  Company and its  subsidiaries  (the
"Company")  at December 31, 1997 and 1996,  and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 1997, in conformity with generally  accepted  accounting  principles.  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  statements  in  accordance  with
generally accepted auditing standards 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/ Price Waterhouse LLP




February  6, 1998




<PAGE>


Consolidated Balance Sheet
(In thousands)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                            December 31,           
                                                                                       1997             1996       
                                                                                  ---------------- ----------------
<S>                                                                               <C>                <C>         
Assets                                                                                                            
   Investments:
     Cash and short-term investments                                              $    2,526,163     $    660,246
     Fixed maturities held to maturity, at amortized cost
       (market value: 1996, $4,160,485)                                                        -        4,168,277
     Investments available for sale, at market value:
       Fixed maturities (amortized cost: 1997, $25,622,420; 1996, $19,796,064)        26,604,978       20,225,507
       Equities (cost: 1997; $157,916; 1996, $156,767)                                   252,963          202,442
     Mortgage loans                                                                    1,597,223          843,860
     Policy loans                                                                        624,192          594,962
     Other invested assets                                                               171,220          118,662
                                                                                  ---------------- ----------------
         Total investments                                                            31,776,739       26,813,956

   Accrued investment income                                                             386,412          338,099
   Deferred acquisition costs                                                          1,140,034        1,231,388
   Variable annuity assets                                                             1,122,239          369,569
   Reinsurance recoverable                                                               226,219          155,451
   Value of acquired insurance in force                                                  169,245          183,284
   Deferred income taxes                                                                       -          131,470
   Other assets                                                                           80,197           75,373
                                                                                  ================ ================
         Total assets                                                             $   34,901,085    $  29,298,590
                                                                                  ================ ================

Liabilities and Stockholder's Equity
     Liabilities
     Policy reserves and liabilities:
       Reserves for future policy benefits                                        $      661,728    $     624,733
       Deposits on investment contracts                                               25,125,774       24,021,621
       Guaranteed investment contracts                                                 2,769,249        1,464,010
       Other policyholder funds                                                           15,674           16,098
       Claims payable                                                                    159,022          139,617
     Reverse repurchase and dollar roll repurchase agreements                          1,426,473                -
     Variable annuity liabilities                                                      1,122,239          369,569
     Surplus note payable                                                                249,168                -
     Liability for guaranty fund assessments                                              81,776           89,104
     Income taxes currently payable to Parent                                            143,295          140,364
     Deferred income taxes                                                                43,086                -
     Other liabilities                                                                   488,452          419,523
                                                                                  ---------------- ----------------
         Total liabilities                                                            32,285,936       27,284,639
                                                                                  ---------------- ----------------

     Stockholder's Equity
     Capital stock, $1.15 par value; authorized 50,000 shares;
       outstanding 12,000 shares
                                                                                          13,800           13,800
     Additional paid-in capital                                                          832,982          648,982
     Net unrealized gain on investments,
       net of tax of $237,212 in 1997 and $97,155 in 1996                                440,537          180,432
     Retained earnings                                                                 1,327,830        1,170,737
                                                                                  ---------------- ----------------
     Total stockholder's equity                                                        2,615,149        2,013,951
                                                                                  ================ ================
         Total liabilities and stockholder's equity                               $   34,901,085    $  29,298,590
                                                                                  ================ ================
</TABLE>


<PAGE>


Consolidated Income Statement
(In thousands)

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

<TABLE>
<CAPTION>

                                                                          Years Ended December 31,
                                                               1997                 1996                1995
                                                          -----------------    -----------------  ------------------
<S>                                                       <C>                  <C>                <C>             
Revenues
   Premiums and other considerations                      $        275,851     $        292,448   $        310,231

   Net investment income                                         2,242,101            1,997,032          1,836,372

   Net realized investment gains                                    80,335               18,573             84,626

   Fee income:
     Mortality charges                                             136,285              123,245            128,695
     Surrender charges                                              66,638               64,933             54,380
     Expense charges                                                20,175               20,641             20,308
     Variable annuity fees                                          10,202                1,948                  -
     Net asset management fees                                       5,219                  946                201
     Net retained commissions                                          443                  325                168
                                                          -----------------    -----------------  ------------------
   Total fee income                                                238,962                                 203,752
                                                                                        212,038

   Other income                                                     31,251               28,741              8,768
                                                          -----------------    -----------------  ------------------
     Total revenues                                              2,868,500            2,548,832          2,443,749
                                                          -----------------    -----------------  ------------------

Benefits and Expenses
   Death benefits                                                  279,014             282,973             281,011
   Interest credited on deposit liabilities                      1,586,249            1,449,852          1,379,435
   Interest expense on surplus notes                                16,330                    -                  -
   Increase (decrease) in reserves, net of
      reinsurance recoverables                                     (23,292)               3,568             43,680
   Other policyholder benefits                                      16,170               14,446             17,511
   Commissions                                                     274,906              232,901            214,060
   General and administrative expenses                             169,473              146,800            127,389
   Taxes, licenses and fees                                         21,852               23,535             56,472
   Deferral of acquisition costs                                  (320,246)            (262,351)          (227,093)
   Amortization of acquisition costs                               216,112              175,062            142,308
   Amortization of insurance in force                               14,039               13,279             12,379
                                                          -----------------    -----------------  ------------------
     Total benefits and expenses                                 2,250,607            2,080,065          2,047,152
                                                          -----------------    -----------------  ------------------
     Pretax income                                                 617,893              468,767            396,597
   Income tax expense                                              216,300              164,100            140,000
                                                          -----------------    -----------------  ------------------

     Net income                                           $        401,593     $        304,667   $        256,597
                                                          =================    =================  ==================


</TABLE>

<PAGE>


Consolidated Statement of Stockholder's Equity
(In thousands)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                          Years Ended December 31,
                                                               1997                 1996                1995
                                                          -----------------    -----------------  ------------------

<S>                                                       <C>                  <C>                <C>             
Capital stock, beginning and end of year                  $         13,800     $         13,800   $         13,800
                                                          -----------------    -----------------  ------------------

Additional paid-in capital
Beginning of year                                                  648,982              603,982            603,982
   Capital contributions                                           184,000               45,000                  -
                                                          -----------------    -----------------  ------------------
End of year                                                                                                603,982
                                                                   832,982              648,982
                                                          -----------------    -----------------  ------------------

Net unrealized gain (loss) on investments
Beginning of year                                                                                         (353,692)
                                                                   180,432              389,883
   Change in market value of investments
     available for sale, net of taxes and
     related deferred acquisition costs                            260,105             (209,451)           743,575
                                                          -----------------    -----------------  ------------------
End of year                                                                                                389,883
                                                                   440,537              180,432
                                                          -----------------    -----------------  ------------------

Retained earnings
Beginning of year                                                1,170,737                                 648,473
                                                                                        885,570
   Net income                                                      401,593              304,667            256,597
   Dividends paid to stockholder                                  (244,500)             (19,500)           (19,500)
                                                          -----------------    -----------------  ------------------
End of year                                                      1,327,830            1,170,737            885,570
                                                          -----------------    -----------------  ------------------


Total stockholder's equity                                $      2,615,149     $      2,013,951   $      1,893,235
                                                          =================    =================  ==================


</TABLE>

<PAGE>


Consolidated Statement of Cash Flows
(In thousands)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                            Years Ended December 31,
                                                                   1997               1996              1995
                                                              ----------------   ---------------- ------------------
<S>                                                            <C>               <C>                <C>           
Cash flows from operating activities:
   Net income                                                  $      401,593    $      304,667     $      256,597
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Net realized investment gains                                  (80,335)          (18,573)           (84,626)
       Interest credited on deposit liabilities                     1,586,249         1,449,852          1,379,435
       Other charges                                                 (233,300)         (210,767)          (203,383)
       Amortization of discount and premium on
         investments                                                  (18,437)          (55,808)           (32,261)
       Change in:
         Deferred income taxes                                         34,500            44,600               (364)
         Accrued investment income                                    (48,313)          (11,077)           (15,469)
         Deferred acquisition costs                                  (104,134)          (87,289)           (84,785)
         Value of acquired insurance in force                          14,039            13,279             12,379
         Income taxes currently payable to Parent                       2,931            38,317             58,672
         Other assets and liabilities, net                             52,413           (92,839)            91,116
                                                              ----------------   ---------------- ------------------
       Net cash provided by operating activities                    1,607,206         1,374,362          1,377,311
                                                              ----------------   ---------------- ------------------

Cash flows from investing activities:
   Sales of:
     Fixed maturities and equities available for sale               9,078,616         3,281,105          2,994,755
     Mortgage loans                                                    47,282            16,360              3,840
   Principal repayments, maturities, calls and redemptions:
     Available for sale                                               960,844         1,052,506            257,793
     Held to maturity                                                       -           465,862            289,266
   Purchases of:
     Fixed maturities and equities available for sale             (11,588,708)       (5,716,350)        (4,782,081)
     Fixed maturities held to maturity                                      -          (557,749)        (1,050,039)
     Mortgage loans                                                  (801,008)         (685,938)          (140,379)
   Other investing activities                                       1,332,795                 -                  -
                                                              ----------------   ---------------- ------------------
     Net cash used by investing activities                           (970,179)       (2,144,204)        (2,426,845)
                                                              ----------------   ---------------- ------------------

Cash flows from financing activities: Policyholders
  account balances:
     Deposits                                                       5,849,300         4,198,094          2,589,863
     Withdrawals                                                   (4,089,935)       (2,540,112)        (1,713,037)
     Net transfers to separate accounts                              (719,138)         (341,482)              (748)
     Surplus note payable                                             249,163                 -                  -
     Payment of cash dividends to Parent                             (244,500)          (19,500)           (19,500)
     Capital contribution from Parent                                 184,000            45,000                  -
                                                              ----------------   ---------------- ------------------
     Net cash provided by financing activities                      1,228,890         1,342,000            856,578
                                                              ----------------   ---------------- ------------------
     Net increase (decrease) in cash and short-term
       investments                                                  1,865,917           572,158           (192,956)

Cash and short-term investments, beginning of period                  660,246            88,088            281,044
                                                              ================   ================ ==================
Cash and short-term investments, end of period                  $   2,526,163    $      660,246    $        88,088
                                                              ================   ================ ==================
</TABLE>
<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------

1.   Nature of Operations

     Jackson National Life Insurance  Company,  Inc. (the "Company" or "JNL") is
     wholly  owned  by  Brooke  Life  Insurance  Company  ("Brooke  Life" or the
     "Parent")  which is  ultimately a wholly  owned  subsidiary  of  Prudential
     Corporation,  plc ("Prudential"),  London, England. JNL is licensed to sell
     individual annuity products,  including  immediate and deferred  annuities,
     variable  annuities,   guaranteed   investment   contracts  ("GICs"),   and
     individual  life  insurance  products  in 49  states  and the  District  of
     Columbia.

     The  accompanying  consolidated  financial  statements  include JNL and its
     wholly owned  subsidiaries,  Jackson National Life Insurance Company of New
     York, an insurance company;  Chrissy  Corporation,  an advertising  agency;
     Jackson National Financial Services, Inc., an investment advisor and broker
     dealer, and Jackson National Life Distributors, Inc., a broker dealer.

     During the second  quarter  of 1997,  the  Company  sold  Jackson  National
     Compania De Seguros De Vida S.A. ("Argentina"), a life insurance company of
     which JNL owned 90% of the common stock.

 2.  Summary of Significant Accounting Policies

     Basis of Presentation
     The accompanying  consolidated  financial  statements have been prepared in
     accordance with generally  accepted  accounting  principles  ("GAAP").  All
     significant  intercompany accounts and transactions have been eliminated in
     consolidation. Certain prior year amounts have been reclassified to conform
     with the current year presentation.

     The  preparation of the financial  statements in conformity  with generally
     accepted   accounting   principles   requires  the  use  of  estimates  and
     assumptions  that affect the amounts  reported in the financial  statements
     and the accompanying notes. Actual results may differ from those estimates.

     Investments
     Cash and short-term  investments which primarily  include cash,  commercial
     paper, and money market instruments are carried at cost, which approximates
     fair value.  These  investments have maturities of three months or less and
     are considered cash equivalents for reporting cash flows.

     Fixed  maturities  include  bonds,  notes,   redeemable  preferred  stocks,
     mortgage-backed  securities and structured securities. All fixed maturities
     are  considered  available  for sale and are  carried at  aggregate  market
     value.  Previously,  fixed maturities which the Company had the ability and
     intent  to  hold  to  maturity  were  reported  at  amortized  cost.  Fixed
     maturities  are reduced to estimated net  realizable  value for declines in
     market value considered to be other than temporary.

     Equity securities which include common stocks and non-redeemable  preferred
     stocks are carried at market value.

     Mortgage  loans  are  carried  at the  unpaid  principal  balances,  net of
     unamortized discounts and premiums.

     Policy loans are carried at the unpaid principal balances.

     Real estate is carried at the lower of depreciated cost or fair value.

     Limited partnership investments are accounted for using the equity method.

     Realized  gains and losses on the sale of  investments  are  recognized  in
     income  at the date of sale and are  determined  using  the  specific  cost
     identification method. Acquisition premiums and discounts on



<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------

2.   Summary of Significant Accounting Policies (continued)

     investments  are  amortized  to  investment  income  using call or maturity
     dates. The changes in unrealized gains or losses of investments  classified
     as  available  for  sale,  net of  tax  and  the  effect  of  the  deferred
     acquisition  costs  adjustment  are  excluded  from income and  credited or
     charged directly to stockholder's equity.

     Derivative Financial Instruments
     The Company enters into financial derivative transactions, including swaps,
     put-swaptions,  futures  and options to reduce and manage  business  risks.
     These transactions  manage the risk of a change in the value, yield, price,
     cash flows, or quantity of, or a degree of exposure with respect to assets,
     liabilities,  or future  cash  flows,  which the  Company  has  acquired or
     incurred.  Hedge accounting  practices are supported by cash flow matching,
     duration matching and scenario testing.

     Interest rate swap agreements  generally  involve the exchange of fixed and
     floating payments over the life of the agreement without an exchange of the
     underlying principal amount.  Interest rate swap agreements  outstanding at
     December 31, 1997 hedge  available for sale  securities  and are carried at
     fair value  with the change in value  reflected  in  stockholder's  equity.
     Amounts  paid or received on interest  rate swap  agreements,  if any,  are
     included in investment  income.  Accrued  amounts  payable to or receivable
     from  counterparties  are included in other  liabilities  or other  assets.
     Realized  gains  and  losses  from the  settlement  or  termination  of the
     interest  rate  swaps  are  deferred  and  amortized  over  the life of the
     specific hedged assets as an adjustment to the yield.

     Index swap agreements generally involve the exchange of payments based on a
     short-term  interest rate index for payments based on the total return of a
     bond or equity index over the life of the agreement  without an exchange of
     the  underlying  principal  amount.  Index swap  agreements  outstanding at
     December  31,  1997 hedge the  anticipated  purchase  of  investment  grade
     available  for sale  bonds and are  carried at fair  value.  Fair value and
     amounts  paid or  received  on the swaps are  deferred  and will adjust the
     basis of bonds acquired upon expiration of the swaps.

     Put-swaptions  purchased  provide the Company  with the right,  but not the
     obligation,  to require the writers to pay the Company the present value of
     a long  duration  interest  rate  swap  at  future  exercise  dates.  These
     put-swaptions  are  entered  into as a  hedge  against  significant  upward
     movements in interest rates.  Premiums paid for put-swaption  contracts are
     included in other  invested  assets and are being  amortized to  investment
     income over the remaining terms of the contracts with maturities of up to 5
     years.  Put-swaptions,   designated  as  a  hedge  of  available  for  sale
     securities, are carried at fair value with the change in value reflected in
     stockholder's equity.

     Equity index  futures  contracts  and equity index call options are used in
     conjunction  with equity  index-linked  immediate  and  deferred  annuities
     offered by the Company.  These  transactions are accounted for as hedges of
     the  associated  annuity  liabilities.  The  variation  margin  on  futures
     contracts is deferred and, upon closing of the contracts, adjusts the basis
     of option  contracts  purchased.  The cost of options acquired is amortized
     into net  investment  income over the option term. The fair value of option
     contracts is deferred  until  recognition  of the  associated  index-linked
     annuity liability.

     Derivative  financial  instruments are primarily held for hedging purposes.
     High yield  index  swaps and equity  index  swaps were held for  investment
     purposes in 1997 and 1996.

     The Company  manages the  potential  credit  exposure for  over-the-counter
     derivative  contracts through careful evaluation of the counterparty credit
     standing, collateral agreements, and master netting agreements. The Company
     is  exposed  to  credit-related  losses in the event of  nonperformance  by
     counterparties, however, it does not anticipate nonperformance.



<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------

2.   Summary of Significant Accounting Policies (continued)

     Deferred Acquisition Costs
     Certain  costs of  acquiring  new  business,  principally  commissions  and
     certain costs associated with policy issue and underwriting which vary with
     and are primarily  related to the  production  of new  business,  have been
     capitalized as deferred  acquisition costs.  Deferred acquisition costs are
     increased by interest  thereon and amortized in  proportion to  anticipated
     premium  revenues  for  traditional  life  policies  and in  proportion  to
     estimated gross profits for annuities and interest-sensitive life products.
     As certain fixed  maturities and equity  securities  available for sale are
     carried at  aggregate  market  value,  an  adjustment  is made to  deferred
     acquisition  costs  equal to the  change in  amortization  that  would have
     occurred if such securities had been sold at their stated  aggregate market
     value and the proceeds  reinvested  at current  yields.  The change in this
     adjustment is included with the change in market value of investments,  net
     of tax, on fixed maturities and equity  securities  available for sale that
     is  credited  or  charged  directly  to  stockholder's   equity.   Deferred
     acquisition  costs have been decreased by $383.6 million and $188.1 million
     at December 31, 1997 and 1996, respectively, to reflect this change.

     Value of Acquired Insurance in-Force
     The value of acquired insurance in-force at acquisition date represents the
     present value of anticipated  profits of the business  in-force on November
     25,  1986  (the  date  the  Company  was  acquired  by  Prudential)  net of
     amortization.  The value of acquired  insurance  in-force is  amortized  in
     proportion to anticipated  premium  revenues for traditional life insurance
     contracts and estimated gross profits for annuities and  interest-sensitive
     life products over a period of 20 years.

     Federal Income Taxes
     The Company  provides  deferred  income taxes on the temporary  differences
     between the tax and financial statement basis of assets and liabilities.

     JNL files a  consolidated  federal  income tax return with Brooke Life. The
     non-life insurance company subsidiaries and Jackson National Life Insurance
     Company of New York file separate  federal  income tax returns.  Income tax
     expense is calculated on a separate company basis.

     Policy Reserves and Liabilities

     Reserves for future policy benefits:
     For  traditional  life  insurance  contracts,  reserves  for future  policy
     benefits are determined  using the net level premium method and assumptions
     as of the  issue  date as to  mortality,  interest,  policy  lapsation  and
     expenses plus  provisions  for adverse  deviations.  Mortality  assumptions
     range from 59% to 90% of the  1975-1980  Basic Select and  Ultimate  tables
     depending on underwriting classification and policy duration. Interest rate
     assumptions  range from 6.0% to 9.5%.  Lapse and  expense  assumptions  are
     based on Company experience.

     Deposits on investment contracts:
     For the Company's  interest-sensitive life contracts,  reserves approximate
     the policyholder's  accumulation  account.  For deferred annuity,  variable
     annuity,  guaranteed  investment contracts and other investment  contracts,
     the reserve is the policyholder's account value.

     Variable Annuity Assets and Liabilities
     The assets and  liabilities  resulting  from  individual  variable  annuity
     contracts which aggregated  $1,082.7 million and $369.6 million at December
     31, 1997 and 1996, respectively,  are segregated in a separate account. The
     Company receives  administrative fees for managing the funds and other fees
     for assuming mortality and certain expense risks. Such fees are recorded as
     earned and included in variable  annuity fees and net asset management fees
     in the consolidated income statement.

     In April  1997,  the  Company  issued  a group  variable  annuity  contract
     designed for use in  connection  with and issued to the  Company's  Defined
     Contribution Retirement Plan. These deposits are allocated to the


<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------

2.   Summary of Significant Accounting Policies (continued)

     Jackson  National  Separate  Account - II and  aggregated  $39.5 million at
     December 31, 1997. The Company  receives  administrative  fees for managing
     the funds and these fees are  recorded as earned and  included in net asset
     management fees in the consolidated income statement.

     Revenue and Expense Recognition
     Premiums for traditional  life insurance are reported as revenues when due.
     Benefits,  claims and expenses are associated with earned revenues in order
     to recognize  profit over the lives of the contracts.  This  association is
     accomplished  by provisions for future policy benefits and the deferral and
     amortization of acquisition costs.

     Deposits on  interest-sensitive  life  products and  investment  contracts,
     principally  deferred annuities and guaranteed  investment  contracts,  are
     treated as  policyholder  deposits  and  excluded  from  revenue.  Revenues
     consist primarily of the investment income and charges assessed against the
     policyholder's   account  value  for  mortality  charges,   surrenders  and
     administrative expenses. Fee income also includes revenues related to asset
     management  fees  and net  retained  commissions.  Surrender  benefits  are
     treated as repayments of the policyholder account. Annuity benefit payments
     are treated as reductions to the  policyholder  account.  Death benefits in
     excess of the  policyholder  account  are  recognized  as an  expense  when
     incurred.  Expenses  consist  primarily  of the  interest  credited  to the
     policyholder  deposit.  Underwriting  expenses  are  associated  with gross
     profit in order to recognize profit over the life of the business.  This is
     accomplished by deferral and amortization of acquisition costs.

3.   Fair Value of Financial Instruments

     The following  summarizes  the basis used by the Company in estimating  its
     fair value disclosures for financial instruments:

     Cash and Short-Term Investments:
     Carrying value is considered to be a reasonable estimate of fair value.

     Fixed Maturities and Equity Securities:
     Fair values are based  principally on quoted market  prices,  if available.
     For  securities  that are not actively  traded,  fair values are  estimated
     using independent pricing services or analytically determined values.

     Mortgage Loans:
     Fair  values are  determined  by  discounting  the future cash flows to the
     present at current market rates.  The fair value of mortgages  approximated
     $1,655.6  million  and  $846.6  million  at  December  31,  1997 and  1996,
     respectively.

     Policy Loans:
     The carrying  value  approximates  fair value since policy loans reduce the
     amount payable at death or surrender of the contract.

     Derivatives:
     The fair value of derivatives is based on quoted market prices or estimates
     received from financial institutions.

     Variable Annuity Assets:
     Variable  annuity  assets are carried at the market value of the underlying
     securities.

     Annuity Reserves:
     Fair  values  for  immediate  and  deferred  annuities,  without  mortality
     features,  are derived by discounting the future estimated cash flows using
     current interest rates with similar maturities. The carrying value and fair
     value of such  annuities  approximated  $21.2  billion  and $20.1  billion,
     respectively,  at December 31, 1997,  and $19.5 billion and $18.5  billion,
     respectively, at December 31, 1996.


<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------

3.   Fair Value of Financial Instruments (continued)

     Reserves for Guaranteed Investment Contracts:
     Fair value is based on the  present  value of future  cash flows at current
     pricing rates. The fair value  approximated  $2.8 billion,  at December 31,
     1997, and $1.5 billion at December 31, 1996.

     Variable Annuity Liabilities:
     Fair value of contracts in the accumulation phase is based on account value
     less  surrender  charges.  Fair values of contracts in the payout phase are
     based on the  present  value of future  cash  flows at  assumed  investment
     rates.  The fair value  approximated  $1,056.8  million and $345 million at
     December 31, 1997 and December 31, 1996, respectively.

     Indebtedness
     Fair value is based on the  present  value of future  cash flows at current
     interest rates. The fair value of surplus notes approximated $276.2 million
     at December 31, 1997. The carrying  value of reverse  repurchase and dollar
     roll repurchase agreements approximates fair value.

4.   Investments

     Investments are comprised primarily of fixed-interest securities, primarily
     publicly-traded industrial, mortgage-backed,  utility and government bonds.
     The   Company   generates   the  vast   majority  of  its   deposits   from
     interest-sensitive individual annuity and life insurance products, on which
     it has committed to pay a declared rate of interest. The Company's strategy
     of  investing in  fixed-income  securities  aims to ensure  matching of the
     asset yield with the interest-sensitive insurance liabilities and to earn a
     stable return on its investments.

     Debt Securities
     The following  table sets forth fixed maturity  investments at December 31,
     1997,  classified by rating categories as assigned by nationally recognized
     statistical  rating  organizations,  the National  Association of Insurance
     Commissioners  ("NAIC"),  or  if  not  rated  by  such  organizations,  the
     Company's  investment advisor.  At December 31, 1997,  investments rated by
     the Company's  investment advisor totaled $1.5 billion. For purposes of the
     table, if not otherwise rated higher by a nationally recognized statistical
     rating organization, NAIC Class 1 investments are included in the A rating;
     Class 2 in BBB; Class 3 in BB and Classes 4 through 6 in B and below.

                                                      Percent of Total
                  Investment Rating                        Assets
                                                    ---------------------
                  AAA                                           29.9%
                  AA                                             1.4
                  A                                             19.7
                  BBB                                           17.7
                                                    ---------------------
                      Investment grade                          68.7
                                                    ---------------------
                  BB                                             5.1
                  B and below                                    2.4
                                                    ---------------------
                      Below investment grade                     7.5
                                                    ---------------------
                      Total fixed maturities                    76.2
                                                    ---------------------
                  Other assets                                  23.8
                                                    =====================
                      Total assets                             100.0%
                                                    =====================


<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1997
- --------------------------------------------------------------------------------

4.   Investments (continued)

     The amortized cost and estimated market value of fixed maturity investments
     held to maturity were as follows at December 31, 1996 (in thousands):
<TABLE>
<CAPTION>

                                                                   Gross             Gross             Estimated
                                             Amortized          Unrealized         Unrealized           Market
                                               Cost                Gains             Losses              Value
                                        -------------------- ------------------ ------------------ --------------------
<S>                                        <C>                  <C>                <C>                 <C>           
     Corporate securities                  $       886,250      $       7,931      $      7,766        $      886,415
     Mortgage-backed securities                  3,282,027             32,945            40,902             3,274,070
                                           ---------------      -------------      ------------        --------------
          Total                            $     4,168,277      $      40,876      $     48,668        $    4,160,485
                                           ===============      =============      ============        ==============
                                      
</TABLE>

     In 1997, fixed maturities previously classified as held to maturity with an
     aggregate  amortized cost of $4,022.9 million and net unrealized  losses of
     $35.3 million were reclassified to available for sale.

     The amortized cost and estimated market value of fixed maturity investments
     available for sale were as follows (in thousands):
<TABLE>
<CAPTION>

                                                                   Gross             Gross             Estimated
                                             Amortized          Unrealized         Unrealized           Market
     December 31, 1997                         Cost                Gains             Losses              Value
                                       ------------------   ----------------   ---------------       ---------------
<S>                                     <C>                  <C>                <C>                   <C>            
     U.S. Treasury securities           $          510,107   $          9,040   $          935        $       518,212
     U.S. Government agencies
          and foreign governments                  216,167             15,292             1,890               229,569
     Public utilities                              744,464             26,370             3,462               767,372
     Corporate securities                       11,617,384            629,123            28,971            12,217,536
     Mortgage-backed securities                 12,534,298            356,238            18,247            12,872,289
                                        ------------------   ----------------   ---------------       ---------------
          Total                         $       25,622,420   $      1,036,063   $        53,505       $    26,604,978
                                        ==================   ================   ===============       ===============
                                    

                                                                  Gross              Gross            Estimated
                                            Amortized           Unrealized        Unrealized            Market
     December 31, 1996                         Cost               Gains             Losses              Value
                                       ------------------   ----------------   ---------------       ---------------
     U.S. Treasury securities           $           5,461    $            118   $             -       $         5,579
     U.S. Government agencies
         and foreign governments                   227,307             14,109                                 241,325
                                                                                             91
     Public utilities                              748,841             26,708            13,710               761,839
     Corporate securities                        9,902,242            435,905            59,060            10,279,087
     Mortgage-backed securities                  8,912,213            150,619           125,155             8,937,677
                                       ------------------   ----------------   ---------------       ---------------
          Total                         $       19,796,064   $        627,459   $       198,016       $    20,225,507
                                         ==================   ================   ===============       ===============
</TABLE>

     Gross unrealized gains pertaining to equity securities at December 31, 1997
     and 1996  were  $102.7  million  and  $48.2  million,  respectively.  Gross
     unrealized  losses at December 31, 1997 and 1996 were $7.7 million and $2.5
     million, respectively.


<PAGE>


4.  Investments (continued)

     The  amortized  cost and  estimated  market  value of fixed  maturities  at
     December 31,  1997,  by  contractual  maturity,  are shown below.  Expected
     maturities will differ from contractual  maturities  because  borrowers may
     have  the  right  to call or  prepay  obligations  with  or  without  early
     redemption penalties.

     Fixed maturities available for sale (in thousands):
<TABLE>
<CAPTION>
                                                       Amortized              Estimated
                                                         Cost               Market Value
                                                  --------------------  ----------------------
     <S>                                               <C>                      <C>           
     Due in 1 year or less                             $     372,700       $         378,061
     Due after 1 year through 5 years                      2,525,003               2,599,778
     Due after 5 years through 10 years                    5,393,521               5,572,869
     Due after 10 years through 20 years                   1,626,216               1,784,754
     Due after 20 years                                    3,170,682               3,397,227
     Mortgage-backed securities                           12,534,298              12,872,289
                                                  ====================  ======================
          Total                                        $  25,622,420       $      26,604,978
                                                  ====================  ======================
</TABLE>

     Discounts and premiums on collateralized mortgage obligations are amortized
     over the estimated  redemption period using the effective  interest method.
     Yields  which  are  used to  calculate  premium/discount  amortization  are
     adjusted periodically for prepayments.

     Fixed  maturities  with a carrying  value of $6.6  million and $4.7 million
     were on deposit with regulatory  authorities at December 31, 1997 and 1996,
     respectively,  as required by law in various  states in which the insurance
     operations conduct business.

     Mortgage Loans
     Mortgage loans were as follows (in thousands):

                                                December 31,
                                          1997                 1996
                                    ------------------    ----------------
           Single Family              $         1,596     $         1,057
           Commercial                       1,595,627             842,803
                                    ==================    ================
                Total                 $     1,597,223     $       843,860
                                    ==================    ================

     At December 31, 1997,  mortgage  loans were  collateralized  by  properties
     located  in 31  states  and  Canada.  Approximately  13% of  the  aggregate
     carrying value of the portfolio is secured by properties located in Texas.

     Other Invested Assets
     Other  invested   assets  consist   primarily  of  investments  in  limited
     partnerships  which  invest  in  securities.   Limited  partnership  income
     recognized  by the Company was $38.9  million and $3.3  million in 1997 and
     1996, respectively.

     Derivatives
     The fair value of  derivatives  reflects  the  estimated  amounts  that the
     Company  would  receive or pay upon  termination  of the  contracts  at the
     reporting  date.  With  respect to swaps and  put-swaptions,  the  notional
     amount  represents  the  stated  principal  balance  used  as a  basis  for
     calculating payments.  With respect to futures and options, the contractual
     amount represents the market exposure of outstanding positions.



<PAGE>


4.   Investments (continued)

     A summary of the aggregate contractual or notional amounts,  estimated fair
     values and gain/(loss)  for derivative  financial  instruments  outstanding
     were as follows (in thousands):
<TABLE>
<CAPTION>

                                                                     December 31,
                                                   1997                                          1996
                               ---------------------------------------------   ------------------------------------------
                                  Contractual/                                  Contractual/
                                    Notional          Fair         Gain/          Notional         Fair         Gain/
                                     Amount           Value       (Loss)           Amount          Value       (Loss)
                               ------------------- ------------ ------------   ---------------  ------------ ------------
<S>                               <C>               <C>          <C>               <C>           <C>          <C>      
         Interest rate swaps      $    3,138,000    $  (9,257)   $  (9,257)        $1,255,000    $  39,111    $  39,111
         Index swaps                   1,000,000            -       11,196                  -            -            -
         Put-swaptions                37,000,000        3,531      (16,273)        24,500,000       11,245       (9,439)
         Futures                          32,435            -          282             16,318            -          (83)
         Call options owned              385,797      114,161       42,415                  -            -            -
</TABLE>

     During 1997 and 1996, the Company recorded $35.8 million and $24.3 million,
     respectively,   in  net  investment  income  from  derivative  instruments,
     including  $36.3 million and $12.6 million,  respectively,  from investment
     activity. The average notional amount of swaps outstanding was $3.3 billion
     and $1.3  billion in 1997 and 1996,  respectively.  Included in the average
     outstanding amount were high yield and equity index swaps of $461.7 million
     and $255.0 million in 1997 and 1996, respectively.

     Securities Lending
     The Company has entered into a securities  lending agreement whereby blocks
     of securities are loaned to third parties, primarily major brokerage firms.
     As of December 31, 1997 and December 31, 1996,  the estimated fair value of
     loaned securities was $674.4 million and $287.0 million,  respectively. The
     agreement requires a minimum of 102 percent of the fair value of the loaned
     securities as collateral,  calculated on a daily basis. To further minimize
     the credit  risks  related to this  program,  the  financial  condition  of
     counterparties is monitored on a regular basis.

5.   Investment Income and Realized Gains and Losses

     The sources of net investment  income by major category were as follows (in
     thousands):
<TABLE>
<CAPTION>

                                                                  Years ended December 31,
                                                       1997                 1996                 1995
                                                 -----------------    ------------------   ------------------
<S>                                               <C>                  <C>                  <C>            
     Fixed maturities                             $     2,003,256      $     1,872,820      $     1,766,654
     Other investment income                              268,540              140,717               82,614
                                                 -----------------    ------------------   ------------------
       Total investment income                          2,271,796            2,013,537            1,849,268
     Less investment expenses                             (29,695)             (16,505)             (12,896)
                                                 -----------------    ------------------   ------------------
       Net investment income                      $     2,242,101      $     1,997,032      $     1,836,372
                                                 =================    ==================   ==================
</TABLE>

     Net realized investment gains and losses were as follows (in thousands):
<TABLE>
<CAPTION>

                                                                  Years ended December 31,
                                                       1997                 1996                 1995
                                                 -----------------    ------------------   ------------------
<S>                                              <C>                    <C>                 <C>             
     Sales of fixed maturities
       Gross gains                               $        121,916       $       78,099      $        101,682
       Gross losses                                       (46,009)             (36,624)             (27,897)
     Sales of equity securities
       Gross gains                                         50,643               20,886               47,883
       Gross losses                                          (783)              (5,329)              (1,576)
     Impairment losses                                    (39,415)             (29,500)             (29,824)
     Other invested assets, net                            (6,017)              (8,959)              (5,642)
                                                 -----------------    ------------------   ------------------
       Total                                     $         80,335       $       18,573      $        84,626
                                                 =================    ==================   ==================
</TABLE>

6.   Value of Acquired Insurance in-Force

     The  value  of  acquired   insurance   in-force  was  determined  by  using
     assumptions as to interest,  persistency  and mortality.  Profits were then
     discounted to arrive at the value of the insurance in-force.

     The amortization of acquired insurance in-force was (in thousands):

                                             Years ended December 31,
                                              1997             1996
                                         ---------------- ----------------
     Balance, beginning of year           $    183,284     $    196,563
     Amortization, net of interest             (14,039)         (13,279)
                                         ---------------- ----------------
          Balance, end of year            $    169,245     $    183,284
                                         ================ ================

     The value of  acquired  insurance  in-force  estimated  amortization  is as
     follows (in thousands):

                           1998                     $       15,000
                           1999                             16,000
                           2000                             17,000
                           2001                             18,000
                           Thereafter                      103,245
                                                   -----------------
                                Total               $      169,245
                                                   =================

7.   Indebtedness

     Surplus Notes
     On March 15,  1997,  the Company  issued  8.15% Notes (the  "Notes") in the
     principal  amount of $250 million due March 15, 2027. The Notes were issued
     pursuant to Rule 144A under the  Securities  Act of 1933 and are  unsecured
     and subordinated to all present and future indebtedness,  policy claims and
     other creditor claims.

     Under  Michigan  State  Insurance  law, the Notes are not part of the legal
     liabilities  of the  Company  and are  considered  capital  and surplus for
     statutory reporting purposes. Payments of interest or principal may only be
     made with the prior approval of the  Commissioner of Insurance of the State
     of  Michigan  and only  out of  surplus  earnings  which  the  Commissioner
     determines to be available for such payments under Michigan State Insurance
     law.  The Notes may not be  redeemed  at the  option of the  Company or any
     holder prior to maturity.

     Interest  is payable  semi-annually  on March 15 and  September  15 of each
     year. Interest expense on the Notes was $16.3 million in 1997.

     Reverse Repurchase and Dollar Roll Repurchase Agreements
     During 1997,  the Company  entered into reverse  repurchase and dollar roll
     repurchase  agreements  whereby the Company  agreed to sell and  repurchase
     securities.   These   activities  have  been  accounted  for  as  financing
     transactions,  with the assets and associated  liabilities  included in the
     consolidated  balance sheet.  Short-term  borrowings  under such agreements
     averaged $1.8 billion at a weighted  average  interest rate of 5.39% during
     1997. The highest level of short-term  borrowings at any month end was $3.8
     billion.

8.   Reinsurance

     The  Company  assumes  and cedes  reinsurance  from and to other  insurance
     companies in order to limit losses from large  exposures;  however,  if the
     reinsurer is unable to meet its obligations,  the originating issuer of the
     coverage  assumes the liability.  The maximum amount of life insurance risk
     retained by the


<PAGE>


8.    Reinsurance (continued)

     Company on any one life is generally $1.5 million. Amounts not retained are
     ceded to other companies on a yearly renewable-term or a coinsurance basis.

     The effect of reinsurance on premiums was as follows (in thousands):
<TABLE>
<CAPTION>

                                                                    Years ended December 31,
                                                           1997               1996                1995
                                                     ------------------ ------------------  -----------------
<S>                                                  <C>                 <C>                 <C>            
     Direct premiums                                 $        352,256    $       358,533     $       367,937
     Assumed premiums                                           5,354             10,961               4,763
     Less reinsurance ceded                                   (81,759)           (77,046)            (62,469)
                                                     ================== ==================  =================
       Total net premiums                            $                  $        292,448    $
                                                              275,851                                310,231
                                                     ================== ==================  =================
</TABLE>

     Components of the reinsurance  recoverable  asset as of December 31 were as
follows (in thousands):
<TABLE>
<CAPTION>

                                                                              Years ended December 31,
                                                                               1997               1996
                                                                         ------------------ -----------------
<S>                                                                         <C>                 <C>        
     Ceded reserves                                                         $     202,385       $   139,998
     Ceded claims liability                                                        11,369             9,192
     Ceded - other                                                                 12,465             6,261
                                                                         ================== =================
       Total                                                                $     226,219       $   155,451
                                                                         ================== =================
</TABLE>

     Reserves reinsured through Brooke Life were $83.4 million and $87.4 million
     at December 31, 1997 and 1996, respectively.

9.   Federal Income Taxes

     The  components of the  provision for federal  income taxes were as follows
     (in thousands):
<TABLE>
<CAPTION>

                                                                         Years ended December 31,
                                                                   1997             1996           1995
                                                                ------------     ------------   ------------
<S>                                                             <C>              <C>            <C>         
     Current tax expense                                        $    181,800     $    119,500   $    152,480
     Deferred tax expense (benefit)                                   34,500           44,600        (12,480)
                                                                ------------     ------------   ------------

          Provision for income taxes                            $    216,300     $    164,100   $    140,000
                                                                ============     ============   ============
</TABLE>

     The federal  income tax  provisions  differ from the amounts  determined by
     multiplying  pretax income by the statutory  federal income tax rate of 35%
     for 1997, 1996, and 1995 as follows (in thousands):
<TABLE>
<CAPTION>

                                                                         Years ended December 31,
                                                                   1997             1996            1995
                                                                ------------     ------------   ------------
<S>                                                           <C>              <C>             <C>          
     Income taxes at statutory rate                           $     216,263    $     164,069   $     138,809
     Other                                                               37               31           1,191
                                                                ------------     ------------   ------------
     Provision for income taxes                               $     216,300    $     164,100   $     140,000
                                                                ============     ============   ============
     Effective tax rate                                               35.0%            35.0%           35.3%
                                                                ============     ============   ============
</TABLE>


     Federal income taxes paid in 1997, 1996 and 1995 were $178.9 million, $81.2
     million, and $116.1 million,
     respectively.


<PAGE>



9.   Federal Income Taxes (continued)

     The tax  effects of  significant  temporary  differences  that give rise to
     deferred tax assets and liabilities were as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                   December 31,
                                                                             1997                1996
                                                                       -----------------     ---------------
<S>                                                                    <C>                   <C>            
     Gross deferred tax asset
     Policy reserves and other insurance items                         $         615,877     $       643,237
     Difference between financial reporting and the tax basis of:
          Assets acquired                                                          9,309              12,444
          Insolvency fund assessments                                             30,020              30,970
          Other, net                                                              29,959              14,481
                                                                       -----------------     ---------------
          Total deferred tax asset                                               685,165             701,132
                                                                       -----------------     ---------------

     Gross deferred tax liability
     Deferred acquisition costs                                                 (278,049)           (324,157)
     Difference between financial reporting and the tax basis of
        value of the insurance in-force                                          (59,236)            (64,149)
     Difference between financial reporting and the tax basis of
        other assets                                                              (3,555)             (5,546)
     Net unrealized gains on available for sale securities                      (371,466)           (162,989)
     Other, net                                                                  (15,945)            (12,821)
                                                                       -----------------     ---------------
          Total deferred tax liability                                          (728,251)           (569,662)
                                                                       -----------------     ---------------

     Net deferred tax asset (liability)                                $         (43,086)    $       131,470
                                                                       =================     ===============

</TABLE>

10. Contingencies

     The Company and its subsidiaries are involved in litigation  arising in the
     ordinary course of business including litigation relating to allegations of
     improper sales practices. It is the opinion of management that the ultimate
     disposition of such litigation  will not have a material  adverse affect on
     the Company's financial condition or results of operations.

     State guaranty funds provide  payments for  policyholders of insolvent life
     insurance  companies.  These  guaranty funds are financed by assessments to
     solvent  insurance  companies  based  on  location,  volume,  and  types of
     business.  The Company estimated its reserve for future state guaranty fund
     assessments  based on data received from the National  Organization of Life
     and Health Insurance Guaranty  Associations.  Based on data received at the
     end  of  1997,  the  Company's  reserve  for  future  state  guaranty  fund
     assessments was $81.8 million. The Company believes the reserve is adequate
     for all anticipated payments for known insolvencies.

     The Company  offers  synthetic GIC contracts to group  customers  including
     pension  funds and other  institutional  organizations.  The  synthetic GIC
     contract  is an  off-balance-sheet  fee based  product  where the  customer
     retains  ownership  of the  assets  related  to  these  contracts  and  JNL
     guarantees the customer's obligation to meet withdrawal  requirements.  The
     value of off-balance-sheet guarantees were $675 million and $122 million at
     December 31, 1997 and 1996, respectively.


<PAGE>


11.  Stockholder's Equity

     Under Michigan State Insurance Law,  dividends on capital stock can only be
     distributed out of earned surplus. Furthermore,  without the prior approval
     of the  Commissioner,  dividends  cannot be declared or  distributed  which
     exceed the greater of 10% of the Company's  statutory  surplus or statutory
     net gain from operations for the prior year. On January 1, 1998 the maximum
     amount of dividends that can be paid by the Company  without prior approval
     of the Commissioner under this limitation approximated $237.4 million.

     The  Company  received  capital  contributions  from its  parent  of $184.0
     million and $45.0 million in 1997 and 1996, respectively. Dividend payments
     were  $244.5   million  in  1997  and  $19.5  million  in  1996  and  1995,
     respectively.

     Statutory  capital  and surplus of the  Company  was  $1,942.1  million and
     $1,501.0 million at December 31, 1997 and 1996, respectively. Statutory net
     income of the Company was $237.4 million, $272.2 million and $156.6 million
     in 1997, 1996 and 1995, respectively.

12.  Related Party Transactions

     The Company's investment portfolio is managed by PPM America, Inc. ("PPM"),
     a  registered   investment   advisor  and  a  wholly  owned  subsidiary  of
     Prudential.  The Company paid $20.1 million,  $8.7 million and $6.8 million
     to PPM for  investment  advisory  services  during  1997,  1996,  and 1995,
     respectively.

     On October 31,  1991,  Brooke  Life issued $200  million of 9.75% notes due
     October 31, 2001 to  Prudential  Finance BV, a  Prudential  subsidiary.  On
     November  8, 1996,  Brooke  Life  issued  $388  million of 8.50%  notes due
     December 31, 2006 to Brooke  Finance,  Inc.  ("Brooke  Finance"),  a wholly
     owned  subsidiary  of Brooke  Holdings,  Inc.,  ultimately  a wholly  owned
     subsidiary  of  Prudential.  On December 31,  1996,  Brooke Life issued $45
     million of 8.51% notes due December 31, 2006 to Brooke Finance. At December
     31, 1997, the aggregate amount  outstanding on the Brooke Life notes was as
     follows (in thousands):

                          Principal                      $ 633,000
                          Accrued interest                   4,105
                                               ---------------------
                               Total                     $ 637,105
                                               =====================

     On December 18, 1996,  the Company  established  the  Hermitage CBO Limited
     Liability Corporation ("Hermitage") for the purpose of securitizing certain
     of its holdings in below investment  grade bonds.  The Company  contributed
     $657.4  million of  non-investment  grade  securities  to Hermitage  and in
     exchange  received $616.2 million of senior and subordinated  notes,  $13.0
     million  in cash,  and 46.4% of the  equity  in  Hermitage.  The  Company's
     ultimate parent,  Prudential,  obtained the remaining 53.6% equity interest
     in  Hermitage  in exchange for $19.9  million in cash.  In September  1997,
     Hermitage was  liquidated  and the assets,  consisting of $634.4 million of
     below  investment  grade bonds and $28.8 million in cash, were  transferred
     back to the Company after it acquired the equity interest of Prudential.

13.  Benefit Plans

     The  Company  has  a  defined   contribution   retirement   plan   covering
     substantially all employees. To be eligible, an employee must have attained
     the age of 21 and  completed  at least 1,000 hours of service in a 12-month
     period.  The Company's  annual  contributions,  as declared by the board of
     directors,  are  based on a  percentage  of  covered  compensation  paid to
     participating  employees during the year. The Company's  expense related to
     this plan was $4.3  million in 1997,  $2.4 million in 1996 and $2.3 million
     in 1995.


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