JACKSON NATIONAL SEPARATE ACCOUNT I
485BPOS, 1999-04-21
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As filed with the Securities and Exchange Commission on April 21, 1999.
                                                     1933 Act File No:  33-82080
                                                     1940 Act File No:  811-8664

                                         SECURITIES AND EXCHANGE COMMISSION
                                               Washington, D.C.  20549

                                                      FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
         Pre-Effective Amendment No.                             [ ]
                                             ---
         Post-Effective Amendment No.         9                  [X]
                                             ---

                                                       and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
         Amendment No.       11                                  [X]
                            ----
                      Jackson National Separate Account - I
- --------------------------------------------------------------------------------
                           (Exact Name of Registrant)
                     Jackson National Life Insurance Company
- --------------------------------------------------------------------------------
                               (Name of Depositor)
                  5901 Executive Drive, Lansing, Michigan 48911
- --------------------------------------------------------------------------------
              (Address of Depositor's Principal Executive Offices)
               Depositor's Telephone Number, including Area Code:
                                 (517) 394-3400
- --------------------------------------------------------------------------------
                                                    With a copy to:
         Thomas J. Meyer                            Judith A. Hasenauer
         Vice Pres. & General Counsel               Principal
         Jackson National Life                      Blazzard, Grodd &
              Insurance Company                          Hasenauer, P.C.
         5901 Executive Dr.                         P.O. Box 5108
         Lansing, MI  48911                         Westport, CT  06881
                     (Name and Address of Agent for Service)

It is  proposed   that  this   filing  will  become   effective
       immediately upon filing pursuant to paragraph (b)
- ---
 X     on April 30, 1999  pursuant to  paragraph  (b) 
- ---    
       60 days after filing  pursuant to paragraph  (a)(1) 
- ---    
       on (date)  pursuant to paragraph (a)(1) of Rule 485
- ---
If appropriate, check the following box:
       This  post-effective  amendment  designates a new  effective
- ---    date for a previously filed post-effective amendment.

Title of Securities Being Registered
         Individual Deferred Variable Annuity Contracts
<PAGE>
                      JACKSON NATIONAL SEPARATE ACCOUNT - I
                     REFERENCE TO ITEMS REQUIRED BY FORM N-4

                                                     Caption in Prospectus or
                                                     Statement of Additional
                                                     Information relating to
N-4 Item                                             each Item                
- --------                                             ---------------------------

Part A.  Information Required in a Prospectus        Prospectus

1.    Cover Page                                     Cover Page

2.    Definitions                                    Not Applicable

3.    Synopsis                                       Key Facts; Fee Tables

4.    Condensed Financial Information                Advertising; Appendix A -
                                                     Condensed Financial
                                                     Information

5.    General Description of Registrant,             The Company; The
      Depositor and Portfolio Companies              Separate Account;
                                                     Investment Portfolios

6.    Deductions                                     Contract Charges

7.    General Description of Variable                The Annuity Contract;
      Annuity Contracts                              Purchases; Transfers;
                                                     Access To Your Money;
                                                     Income Payments (The
                                                     Income Phase); Death
                                                     Benefit; Other
                                                     Information

8.    Annuity Period                                 Income Payments (The
                                                     Income Phase)

9.    Death Benefit                                  Death Benefit

10.   Purchases and Contract Value                   Purchases

11.   Redemptions                                    Access To Your Money

12.   Taxes                                          Taxes

13.   Legal Proceedings                              Other Information

14.   Table of Contents of the Statement of          Table of Contents of the
      Additional Information                         Statement of Additional
                                                     Information


         Information Required in a Statement of      Statement of
Part B.  Additional Information                      Additional Information
- -------  ----------------------                      ----------------------

15.   Cover Page                                     Cover Page

16.   Table of Contents                              Table of Contents

17.   General Information and History                General Information
                                                     and History

18.   Services                                       Services

19.   Purchase of Securities Being Offered           Purchase of Securities
                                                     Being Offered

20.   Underwriters                                   Underwriters

21.   Calculation of Performance Data                Calculation of
                                                     Performance

22.   Annuity Payments                               Income Payments; Net
                                                     Investment Factor

23.   Financial Statements                           Financial Statements

Part C.
- -------

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Amendment to Registration Statement.
<PAGE>
THE PERSPECTIVE
FIXED AND VARIABLE ANNUITY

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

o    Individual, flexible premium deferred annuity
o    4 guaranteed  accounts  which offer an interest  rate that is guaranteed by
     Jackson National Life Insurance Company (Jackson National)
o    22 investment  portfolios  which purchase shares of the following series of
     the JNL Series Trust:

         JNL/Alger Growth Series
         JNL/Eagle Core Equity Series
         JNL/Eagle SmallCap Equity Series
         JNL/Janus Aggressive Growth Series
         JNL/Janus Capital Growth Series
         JNL/Janus Global Equities 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

Please read this prospectus before you purchase a Perspective Fixed and Variable
Annuity. It contains important  information about the contract that you ought to
know  before  investing.  You  should  keep this  prospectus  on file for future
reference.

   
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
30, 1999, 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.
    

The SEC has not  approved or  disapproved  the  Perspective  Fixed and  Variable
Annuity or passed upon the adequacy of this prospectus. It is a criminal offense
to represent otherwise.

NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE


   
APRIL 30, 1999
    


<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.

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.

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  1.18%,  on an  annual
                                    basis,  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.  Withdrawals
                                    may be subject to a withdrawal  charge.  You
                                    may also  have to pay  income  tax and a tax
                                    penalty on any money you take out.

Income Payments                     You may  choose to  receive  regular  income
                                    from your annuity.
    
                                    During the income  phase,  you have the same
                                    investment   choices   you  had  during  the
                                    accumulation phase.

Death Benefit                       If you  die  before  moving  to  the  income
                                    phase,  the person  you have  chosen as your
                                    beneficiary will receive a death benefit.

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

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

         Transfer Fee:
   
         $25 for each transfer in excess of 15 in a contract year
    

         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>
                                                                    Management
                                                                       and                      Total Series
JNL Series Trust                                                  Administrative     Other         Annual
                                                                       Fee          Expenses      Expenses
- ----------------------------------------------------------------- --------------- ------------- ------------

<S>                                                                   <C>              <C>         <C>   
JNL/Alger Growth Series                                               1.075%           0%          1.075%
JNL/Eagle Core Equity Series                                          1.00%            0%          1.00%
JNL/Eagle SmallCap Equity Series                                      1.05%            0%          1.05%
JNL/Janus Aggressive Growth Series                                    1.05%            0%          1.05%
JNL/Janus Capital Growth Series                                       1.05%            0%          1.05%
JNL/Janus Global Equities Series                                      1.09%            0%          1.09%
JNL/Putnam Growth Series                                              1.00%            0%          1.00%
JNL/Putnam Value Equity Series                                        1.00%            0%          1.00%
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                                        .83%            0%           .83%
PPM America/JNL High Yield Bond Series                                 .83%            0%           .83%
PPM America/JNL Money Market Series                                    .70%            0%           .70%
Salomon Brothers/JNL Global Bond Series                                .95%            0%           .95%
Salomon Brothers/JNL U.S. Government & Quality Bond Series             .80%            0%           .80%
T. Rowe Price/JNL Established Growth Series                            .94%            0%           .94%
T. Rowe Price/JNL International Equity Investment Series              1.18%            0%          1.18%
T. Rowe Price/JNL Mid-Cap Growth Series                               1.05%            0%          1.05%
- -----------------------------------------------------------------------------------------------------------
</TABLE>

Effective  January  1,  1999,  certain  Series pay  Jackson  National  Financial
Services,  LLC, the adviser,  an Administrative Fee of .10% for certain services
provided to the Trust by Jackson  National  Financial  Services,  LLC. The Total
Series Annual Expenses have been restated to reflect the Administrative Fee.

* Underlying Series Expenses.  The expenses shown above are the annual operating
expenses  for the JNL/S&P  Series.  Because the JNL/S&P  Series  invest in other
Series of the JNL Series Trust,  the JNL/S&P Series will  indirectly  bear their
pro rata share of fees and expenses of the underlying  Series in addition to the
expenses shown.

The table  below shows the pro rata share of  expenses  that the JNL/S&P  Series
would bear if they  invested in a  hypothetical  mix of underlying  Series.  The
table below includes the annual operating expenses for the JNL/S&P Series, which
are shown above. The actual expenses of each JNL/S&P Series will be based on the
actual mix of underlying Series in which it invests.  The actual expenses may be
greater or less than those shown.

         JNL/S&P Conservative Growth Series I....................  1.162%
         JNL/S&P Moderate Growth Series I........................  1.199%
         JNL/S&P Aggressive Growth Series I......................  1.242%
         JNL/S&P Very Aggressive Growth Series I.................  1.259%
         JNL/S&P Equity Growth Series I..........................  1.251%
         JNL/S&P Equity Aggressive Growth Series I...............  1.252%
    



<PAGE>


Examples. You would pay the following expenses on a $1,000 investment,  assuming
a 5% annual return on assets:
                  (a)      if you  surrender  your  contract  at the end of each
                           time period;
                  (b)      if you do not surrender your contract or if you begin
                           receiving  income  payments from your contract  after
                           the first year.
<TABLE>
<CAPTION>

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

<S>                                                                                 <C>    <C>       <C>       <C> 
JNL/Alger Growth Portfolio                                              (a)         $95    $128      $163      $283
                                                                        (b)          25      78       133       283
JNL/Eagle Core Equity Portfolio                                         (a)          95     125       159       276
                                                                        (b)          25      75       129       276
JNL/Eagle SmallCap Equity Portfolio                                     (a)          95     127       162       281
                                                                        (b)          25      77       132       281
JNL/Janus Aggressive Growth Portfolio                                   (a)          95     127       162       281
                                                                        (b)          25      77       132       281
JNL/Janus Capital Growth Portfolio                                      (a)          95     127       162       281
                                                                        (b)          25      77       132       281
JNL/Janus Global Equities Portfolio                                     (a)          95     128       164       285
                                                                        (b)          25      78       134       285
JNL/Putnam Growth Portfolio                                             (a)          95     125       159       276
                                                                        (b)          25      75       129       276
JNL/Putnam Value Equity Portfolio                                       (a)          95     125       159       276
                                                                        (b)          25      75       129       276
JNL/S&P Conservative Growth Portfolio I                                 (a)          86     101       N/A       N/A
                                                                        (b)          16      51       N/A       N/A
JNL/S&P Moderate Growth Portfolio I                                     (a)          86     101       N/A       N/A
                                                                        (b)          16      51       N/A       N/A
JNL/S&P Aggressive Growth Portfolio I                                   (a)          86     101       N/A       N/A
                                                                        (b)          16      51       N/A       N/A
JNL/S&P Very Aggressive Growth Portfolio I                              (a)          86     101       N/A       N/A
                                                                        (b)          16      51       N/A       N/A
JNL/S&P Equity Growth Portfolio I                                       (a)          86     101       N/A       N/A
                                                                        (b)          16      51       N/A       N/A
JNL/S&P Equity Aggressive Growth Portfolio I                            (a)          86     101       N/A       N/A
                                                                        (b)          16      51       N/A       N/A
PPM America/JNL Balanced Portfolio                                      (a)          93     120       150       258
                                                                        (b)          23      70       120       258
PPM America/JNL High Yield Bond Portfolio                               (a)          93     120       150       258
                                                                        (b)          23      70       120       258
PPM America/JNL Money Market Portfolio                                  (a)          92     116       144       245
                                                                        (b)          22      66       114       245
Salomon Brothers/JNL Global Bond Portfolio                              (a)          94     124       157       271
                                                                        (b)          24      74       127       271
Salomon Brothers/JNL U.S. Government & Quality Bond Portfolio           (a)          93     119       149       255
                                                                        (b)          23      69       119       255
T. Rowe Price/JNL Established Growth Portfolio                          (a)          94     124       156       270
                                                                        (b)          24      74       126       270
T. Rowe Price/JNL International Equity Investment Portfolio             (a)          96     131       168       293
                                                                        (b)          26      81       138       293
T. Rowe Price/JNL Mid-Cap Growth Portfolio                              (a)          95     127       162       281
                                                                        (b)          25      77       132       281
- -------------------------------------------------------------------------------- ------- --------- -------- ---------
</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. The actual expenses that
you incur may be greater or less than those shown.

Financial  Statements.  An  accumulation  unit  value  history is  contained  in
Appendix A.

You can find the following financial statements in the SAI:

   
o    the  financial  statements  of the  Separate  Account  for the  year  ended
     December 31, 1998 
o    the financial  statements of Jackson  National for the year ended  December
     31, 1998

The Separate  Account's  financial  statements  for the year ended  December 31,
1998,  and the  financial  statements  of  Jackson  National  for the year ended
December 31, 1998, have been audited by PricewaterhouseCoopers  LLP, independent
accountants.
    


<PAGE>
THE ANNUITY CONTRACT

The fixed and  variable  annuity  contract  offered  by  Jackson  National  is a
contract between you, the owner, and Jackson National, 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:  (1) the
accumulation  phase, and (2) 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).

   
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.
    

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;  however, you may
not allocate your money to more than eighteen investment options during the life
of your contract.  The investment  portfolios  purchase  shares of the following
series of the JNL Series Trust:

         JNL/Alger Growth Series
         JNL/Eagle Core Equity Series
         JNL/Eagle SmallCap Equity Series
         JNL/Janus Aggressive Growth Series
         JNL/Janus Capital Growth Series
         JNL/Janus Global Equities 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

The series are  described in the attached JNL Series Trust  prospectus.  Jackson
National  Financial  Services,  LLC serves as investment  adviser for all of the
series. The sub-adviser for each series is listed in the following table:

Sub-Adviser                            Series
- -----------                            ------

Fred Alger Management, Inc.            JNL/Alger Growth Series

Eagle Asset Management, Inc.           JNL/Eagle Core Equity Series
                                       JNL/Eagle SmallCap Equity Series

Janus Capital Corporation              JNL/Janus Aggressive Growth Series
                                       JNL/Janus Capital Growth Series
                                       JNL/Janus Global Equities Series

Putnam Investment Management, Inc.     JNL/Putnam Growth Series
                                       JNL/Putnam Value Equity Series

Standard & Poor's Investment
Advisory Services, Inc.                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, Inc.                      PPM America/JNL Balanced Series
                                       PPM America/JNL High Yield Bond Series
                                       PPM America/JNL Money Market Series

Salomon Brothers Asset 
Management Inc                         Salomon Brothers/JNL Global Bond Series
                                       Salomon Brothers/JNL U.S. Government & 
                                         Quality Bond Series

Rowe Price-Fleming International, 
Inc.                                   T. Rowe Price/JNL International Equity 
                                       Investment Series

T. Rowe Price Associates, Inc.         T. Rowe Price/JNL Established Growth 
                                         Series
                                       T. Rowe Price/JNL Mid-Cap Growth Series

Depending  on  market  conditions,  you can  make or  lose  money  in any of the
investment portfolios. You should read the JNL Series Trust prospectus 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.  The mortality risks that Jackson National
assumes arise from our obligations under the contracts:

o    to make income  payments  for the life of the  annuitant  during the income
     phase;
o    to waive the withdrawal charge in the event of your death; and 
o    to provide  both a standard  and an  enhanced  death  benefit  prior to the
     income date.

The expense risk that Jackson  National assumes is the risk that our actual cost
of  administering  the contracts and the investment  portfolios  will exceed the
amount  that  we  receive  from  the  administration  charge  and  the  contract
maintenance charge.

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.

o    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).
o    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 Life Distributors,  Inc., located at
10877 Wilshire Boulevard,  Suite 1550, Los Angeles,  California 90024, serves as
the distributor of the contracts. Jackson National Life Distributors,  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 bonuses,  overrides,  and
marketing allowances, in addition to the standard commissions.  Jackson National
may under certain  circumstances  where permitted by applicable law, pay a bonus
to a contract  purchaser to the extent the broker-dealer  waives its commission.
Jackson  National  may use any of its  corporate  assets  to  cover  the cost of
distribution, including any profit from the contract insurance charges.

PURCHASES

Minimum Initial Premium:

o    $5,000 under most circumstances
o    $2,000 for a qualified plan contract.

The maximum we accept without our prior approval is $1 million.

Minimum Additional Premiums:

o    $500
o    $50 under the automatic payment plan

You can pay additional premiums 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 first premium and all information  that we
require  for  the  purchase  of a  contract.  If we do  not  receive  all of the
information  that  we  require,  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 required 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.  You may make transfers by telephone,  unless you elect
not to have this privilege.  When authorizing a transfer, you must complete your
telephone  call 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:

o    by making either a partial or complete withdrawal, or
o    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:

     1.   the value of the contract on the day you made the withdrawal;

     2.   less any premium tax;

     3.   less any contract maintenance charge; and

     4.   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  or Transfers.  Jackson  National may be required to
suspend or delay withdrawals or transfers from an investment portfolio when:

o    the New York Stock  Exchange is closed  (other than  customary  weekend and
     holiday closings);
o    trading on the New York Stock Exchange is restricted;
o    an emergency exists so that it is not reasonably  practicable to dispose of
     shares of the  investment  portfolios  or  determine  investment  portfolio
     values;
o    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.

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 Payments from Investment Portfolios. If you choose to have any portion of
your income 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.

Jackson  National  calculates the dollar amount of the first income payment that
you receive from the investment portfolios. We then use that amount to determine
the number of  annuity  units that you hold in each  investment  portfolio.  The
amount of each subsequent income payment is determined by multiplying the number
of annuity  units that you hold in an  investment  portfolio by the annuity unit
value for that investment portfolio.

The number of annuity units that you hold in each investment  portfolio does not
change  unless  you   reallocate   your  contract  value  among  the  investment
portfolios.  The annuity unit value of each investment portfolio will vary based
on  the  investment   performance  of  the  series.  If  the  actual  investment
performance  exactly  matches the assumed rate at all times,  the amount of each
income payment will remain equal. If the actual investment  performance  exceeds
the assumed rate, your income payments will increase.  Similarly,  if the actual
investment  performance is less than the assumed rate, your income payments will
decrease.

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 the  annuitant's  life,  but with
payments  continuing to the  beneficiary for the remainder of 10 or 20 years (as
you select) if the annuitant dies 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  Option 1, 2 or 3, you cannot make a withdrawal  during the income
phase.

DEATH BENEFIT

   
The death benefit is calculated as of the date we receive  complete  claim forms
and proof of death from the beneficiary of record.
    

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:

     1.   current contract value; or

     2.   the total premiums (less  withdrawals,  withdrawal charges and premium
          taxes) compounded at 5%*; or

     3.   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 3 will never exceed 250% of premiums paid,  less partial
withdrawals. The death benefit under 2 and 3 may not be available in all states.

- --------------------
*(4% if the owner is age 70 or older at the date of issue)
<PAGE>
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 On or After the Income  Date.  If you or a joint  owner die on or
after the income date,  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.  A  contingent  beneficiary  is
entitled to receive payment only after the beneficiary dies.
    

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 on or after the income date,  any remaining  payments will
be as provided for in the income option selected. Any remaining payments 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.

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 a trust holding the contract as an agent
for a natural person),  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), and
pension and profit-sharing plans, which include 401(k) plans and H.R. 10 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) for
life or a period not  exceeding  life  expectancy;  (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 amounts
attributable to purchase  payments made under a salary reduction  agreement from
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  federal  income 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 taxable distributions from the contract.

Death  Benefits.  Any death  benefits paid under the contract are taxable to the
beneficiary.  The rules  governing  the  taxation  of  payments  from an annuity
contract,  as discussed above,  generally apply to the payment of death benefits
and depend on whether  the death  benefits  are paid as a lump sum or as annuity
payments.
    

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 you are considered to be the owner of the shares, 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  owners may select from without being  considered
the owner of the shares.  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. Certain 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.

o    Total  return is the  overall  change in the value of an  investment  in an
     investment portfolio over a given period of time.
     o    Standardized  average  annual total return is calculated in accordance
          with SEC guidelines.
     o    Non-standardized  total  return  may be for  periods  other than those
          required or may  otherwise  differ from  standardized  average  annual
          total return.  For example,  if a series has been in existence  longer
          than  the   investment   portfolio,   we  may  show   non-standardized
          performance  for  periods  that  begin  on the  inception  date of the
          series, rather than the inception date of the investment portfolio.
o    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.

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.

Year 2000 Matters.  Jackson  National  initiated a project in 1993 to review and
analyze its computer systems to determine if they are Year 2000 compatible. This
project  includes a written plan which provides for a process which ensures that
when  a  particular  system,  or  software  application,  is  determined  to  be
"non-compliant"   the   proper   steps  are  in  place  to  either   remedy  the
"non-compliance" or cease using the particular system or software.

Jackson  National's  plan  provides for an  inventory  of all critical  computer
systems,  testing of such systems and  resolution  of Year 2000 issues.  Jackson
National anticipates that all compliance issues will be resolved by December 31,
1999.

As of the date of this  Prospectus,  Jackson  National has  identified  and made
available what it believes are the  appropriate  resources of hardware,  people,
and dollars to ensure that the plan will be completed.

Jackson  National will not  conclusively  know the success of its plan until the
Year 2000.  Even with  appropriate  and  diligent  pursuit  of a  well-conceived
response  plan,  including  testing  procedures,  there is no certainty that any
company will achieve complete success.  Further,  Jackson  National's ability to
function  unaffected  to and through the Year 2000 may be adversely  affected by
actions (or inactions) of third parties beyond its knowledge or control.

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 Life  Distributors,  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:

o    Jackson  National Life Annuity  Service Center,  (800)  766-4683,  P.O. Box
     378002, Denver, Colorado 80237-8002
o    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 ................................................... 8

Income Payments; Net Investment Factor .......................................16

Financial Statements .........................................................18



<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,  1998,  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, 1889,  1997, 1996, and 1995, have been audited by
PricewaterhouseCoopers LLP, independent accountants.  This information should be
read together with the Separate Account's financial statements and related notes
which are in the SAI.

<TABLE>
<CAPTION>
                                                 
- --------------------------------------------------------------------------------------------------------
Investment Portfolios                   December 31,     December 31,      December 31,     December 31,
                                            1998             1997              1996            1995(a)  
- --------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>               <C>                <C>   
JNL/Alger Growth Portfolio           
  Accumulation unit value:           
    Beginning of period                   $13.82           $11.11            $9.93              $10.00
    End of period                         $19.86           $13.82           $11.11               $9.93
  Accumulation units outstanding     
  at the end of period                 7,704,990        5,908,446        3,310,810              12,285
                                     
JNL/Eagle Core Equity Portfolio      
  Accumulation unit value:           
   Beginning of period                    $13.72           $10.52           $10.00              N/A(b)
    End of period                         $15.77           $13.72           $10.52              N/A(b)
  Accumulation units outstanding     
  at the end of period                 1,829,363          766,516           84,895              N/A(b)
                                     
JNL/Eagle SmallCap Equity            
Portfolio                            
  Accumulation unit value:           
    Beginning of period                   $14.00           $11.12           $10.00              N/A(b)
    End of period                         $13.98           $14.00           $11.12              N/A(b)
  Accumulation units outstanding     
  at the end of period                 2,274,545          857,946           71,014              N/A(b)
                                     
JNL/Janus Aggressive Growth          
Portfolio                            
  Accumulation unit value:           
    Beginning of period                   $13.26           $11.95           $10.20              $10.00
    End of period                         $20.62           $13.26           $11.95              $10.20
  Accumulation units outstanding     
  at the end of period                 6,839,305        5,371,379        2,355,530               4,008
                                     
JNL/Janus Capital Growth             
Portfolio                            
  Accumulation unit value:           
    Beginning of period                   $13.46           $11.87           $10.34              $10.00
    End of period                         $17.94           $13.46           $11.87              $10.34
  Accumulation units outstanding     
  at the end of period                 5,849,883        5,132,743        2,985,668               1,587
                                     
JNL/Janus Global Equities            
Portfolio                            
  Accumulation unit value:           
    Beginning of period                   $15.93           $13.57           $10.48              $10.00
    End of period                         $19.92           $15.93           $13.57              $10.48
  Accumulation units outstanding     
  at the end of period                11,242,198        9,067,277        3,090,234               4,778
                                     
JNL/Putnam Growth Portfolio(c)       
  Accumulation unit value:           
    Beginning of period                   $15.88           $13.22           $10.58              $10.00
    End of period                         $21.13           $15.88           $13.22              $10.58
  Accumulation units outstanding     
  at the end of period                 8,348,592        5,207,294        1,682,604                 571
                                     
JNL/Putnam Value Equity              
Portfolio(c)                         
  Accumulation unit value:           
    Beginning of period                   $15.59           $12.98           $10.59              $10.00
    End of period                         $17.29           $15.59           $12.98              $10.59
  Accumulation units outstanding     
  at the end of the period            10,899,898        6,925,507        1,330,288               3,944
                                     
JNL/S&P Conservative Growth          
Portfolio I                          
  Accumulation unit value:           
    Beginning of period                   $10.00           N/A(d)           N/A(d)              N/A(d)
    End of period                         $10.36           N/A(d)           N/A(d)              N/A(d)
  Accumulation units outstanding     
  at the end of period                   967,674           N/A(d)           N/A(d)              N/A(d)
                                     
JNL/S&P Moderate Growth              
Portfolio I                          
  Accumulation unit value:           
    Beginning of period                   $10.00           N/A(d)           N/A(d)              N/A(d)
    End of period                         $10.52           N/A(d)           N/A(d)              N/A(d)
  Accumulation units outstanding     
  at the end of period                 1,198,566           N/A(d)           N/A(d)              N/A(d)
                                     
JNL/S&P Aggressive Growth            
Portfolio I                          
  Accumulation unit value:           
    Beginning of period                   $10.00           N/A(d)           N/A(d)              N/A(d)
    End of period                         $10.77           N/A(d)           N/A(d)              N/A(d)
  Accumulation units outstanding     
  at the end of period                   410,888           N/A(d)           N/A(d)              N/A(d)
                                     
JNL/S&P Very Aggressive Growth       
Portfolio I                          
  Accumulation unit value:           
    Beginning of period                   $10.00           N/A(d)           N/A(d)              N/A(d)
    End of period                         $11.07           N/A(d)           N/A(d)              N/A(d)
  Accumulation units outstanding     
  at the end of period                   220,495           N/A(d)           N/A(d)              N/A(d)
                                     
JNL/S&P Equity Growth                
Portfolio I                          
  Accumulation unit value:           
    Beginning of period                   $10.00           N/A(d)           N/A(d)              N/A(d)
    End of period                         $10.53           N/A(d)           N/A(d)              N/A(d)
  Accumulation units outstanding     
  at the end of period                   478,149           N/A(d)           N/A(d)              N/A(d)
                                     
JNL/S&P Equity Aggressive            
Growth Portfolio I                   
  Accumulation unit value:           
    Beginning of period                   $10.00           N/A(d)           N/A(d)              N/A(d)
    End of period                         $10.64           N/A(d)           N/A(d)              N/A(d)
  Accumulation units outstanding     
  at the end of period                   304,127           N/A(d)           N/A(d)              N/A(d)
                                     
PPM America/JNL Balanced             
Portfolio (c)                        
  Accumulation unit value:           
    Beginning of period                   $13.19           $11.29           $10.34              $10.00
    End of period                         $14.31           $13.19           $11.29              $10.34
  Accumulation units outstanding     
  at the end of period                 6,574,171        4,486,973        2,120,529              12,871
                                     
PPM America/JNL High Yield Bond      
Portfolio                            
  Accumulation unit value:           
    Beginning of period                   $12.75           $11.26           $10.11              $10.00
    End of period                         $13.06           $12.75           $11.26              $10.11
  Accumulation units outstanding     
  at the end of period                 7,350,674        4,711,051        1,147,840                 100
                                     
PPM America/JNL Money Market         
Portfolio                            
  Accumulation unit value:           
    Beginning of period                   $10.74           $10.37           $10.03              $10.00
    End of period                         $11.12           $10.74           $10.37              $10.03
  Accumulation units outstanding     
  at the end of period                 4,713,958        3,855,123        2,193,176              14,608
                                     
Salomon Brothers/JNL Global          
Bond Portfolio                       
  Accumulation unit value:           
    Beginning of period                   $12.80           $11.74           $10.41              $10.00
    End of period                         $12.94           $12.80           $11.74              $10.41
  Accumulation units outstanding     
  at the end of the period             3,166,154        2,603,857          911,885               3,128
                                     
Salomon Brothers/JNL U.S.            
Government &  Quality Bond           
Portfolio                            
  Accumulation unit value:           
    Beginning of period                   $11.12           $10.33           $10.21              $10.00
    End of period                         $12.00           $11.12           $10.33              $10.21
  Accumulation units outstanding     
  at the end of period                 5,006,001        2,090,575          902,055               1,275
                                     
T. Rowe Price/JNL Established        
Growth Portfolio                     
  Accumulation unit value:           
    Beginning of period                   $15.99           $12.53           $10.36              $10.00
    End of period                         $20.14           $15.99           $12.53              $10.36
  Accumulation units outstanding     
  at the end of period                10,399,047        7,218,789        2,500,896              10,564
                                     
T. Rowe Price/JNL International      
Equity Investment Portfolio          
  Accumulation unit value:           
    Beginning of period                   $11.94           $11.78           $10.49              $10.00
    End of period                         $13.46           $11.94           $11.78               10.49
  Accumulation units outstanding     
  at the end of period                 4,828,701        4,406,642        2,039,430               3,096
                                     
T. Rowe Price/JNL Mid-Cap            
Growth Portfolio                     
  Accumulation unit value:           
    Beginning of period                   $14.68           $12.59           $10.37              $10.00
    End of period                         $17.58           $14.68           $12.59              $10.37
  Accumulation units outstanding     
  at the end of period                 9,941,003        8,031,753        3,585,051               5,120
- --------------------------------------------------------------------------------------------------------
</TABLE>
(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%.
(d)  The JNL/S&P  Conservative Growth Portfolio I commenced  operations on April
     9, 1998, the JNL/S&P  Moderate Growth  Portfolio I commenced  operations on
     April  8,  1998,  the  JNL/S&P  Aggressive  Growth  Portfolio  I  commenced
     operations on April 8, 1998, the JNL/S&P Very Aggressive Growth Portfolio I
     commenced  operations on April 1, 1998, the JNL/S&P Equity Growth Portfolio
     I commenced operations on April 13, 1998, and the JNL/S&P Equity Aggressive
     Growth Portfolio I commenced operations on April 15, 1998.
    
<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION


   
                                 April 30, 1999
    



            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 30,
1999.  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.................................................... 8
Income Payments; Net Investment Factor .......................................16
Financial Statements .........................................................18



<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,  a life  insurance  company  in the  United
Kingdom.

Services

   
         Jackson  National  is the  custodian  of  the  assets  of the  Separate
Account.  The  custodian  has  custody of all cash of the  Separate  Account and
attends to the  collection of proceeds of shares of the  underlying  fund bought
and sold by the Separate Account.
    

         PricewaterhouseCoopers  LLP, 200 East Randolph Drive, Chicago, Illinois
60601, 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 Life Distributors,  Inc. (JNLD), 10877 Wilshire Boulevard,  Suite 1550,
Los Angeles,  California 90024. JNLD is a subsidiary of Jackson National. During
the fiscal  years  ended  December  31,  1998,  1997 and 1996,  no  underwriting
commissions were paid by Jackson National to JNLD.
    



<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
investment  portfolio  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, 1998   December 31, 1998
                                                              -----------------   -----------------
<S>                                                              <C>                  <C>   
JNL/Alger Growth Portfolio ................................      36.60%               23.69%
JNL/Eagle Core Equity Portfolio ...........................       7.88%               20.68%
JNL/Eagle SmallCap Equity Portfolio .......................      -7.19%               14.18%
JNL/Janus Aggressive Growth Portfolio .....................      48.43%               25.25%
JNL/Janus Capital Growth Portfolio ........................      26.25%               19.92%
JNL/Janus Global Equities Portfolio .......................      18.07%               23.82%
JNL/Putnam Growth Portfolio ...............................      26.01%               26.38%
JNL/Putnam Value Equity Portfolio .........................       3.88%               18.17%
JNL/S&P Conservative Growth Portfolio I ...................        N/A                -3.39%
JNL/S&P Moderate Growth Portfolio I .......................        N/A                -1.81%
JNL/S&P Aggressive Growth Portfolio I .....................        N/A                 0.66%
JNL/S&P Very Aggressive Growth Portfolio I ................        N/A                 3.70%
JNL/S&P Equity Growth Portfolio I .........................        N/A                -1.69%
JNL/S&P Equity Aggressive Growth Portfolio I ..............        N/A                -0.60%
PPM America/JNL Balanced Portfolio ........................       1.49%               11.11%
PPM America/JNL High Yield Bond Portfolio .................      -4.64%                7.91%
Salomon Brothers/JNL Global Bond Portfolio ................      -6.00%                7.49%
Salomon Brothers/JNL U.S. Government & Quality                                      
   Bond Portfolio .........................................       0.85%                4.81%
T. Rowe Price/JNL Established Growth Portfolio ............      18.97%               24.20%
T. Rowe Price/JNL International Equity Investment Portfolio       5.71%                8.89%
T. Rowe Price/JNL Mid-Cap Growth Portfolio ................      12.77%               18.89%
                                                                           
    
</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 average annual total return.
Because  the  contract is designed  for long term  investment,  non-standardized
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. Non-standardized 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 31, 1998    December 31, 1998
                                                            -----------------    -----------------
<S>                                                               <C>                <C>   
JNL/Alger Growth Portfolio** ...............................      43.64%             23.32%
JNL/Eagle Core Equity Portfolio*** .........................      14.92%             22.42%
JNL/Eagle SmallCap Equity Portfolio*** .....................      -0.16%             17.35%
JNL/Janus Aggressive Growth Portfolio* .....................      55.47%             28.49%
JNL/Janus Capital Growth Portfolio* ........................      33.28%             25.68%
JNL/Janus Global Equities Portfolio* .......................      25.10%             27.77%
JNL/Putnam Growth Portfolio* ...............................      33.05%             28.99%
JNL/Putnam Value Equity Portfolio* .........................      10.92%             20.76%
JNL/S&P Conservative Growth Portfolio I**** ................        N/A               3.64%
JNL/S&P Moderate Growth Portfolio I**** ....................        N/A               5.22%
JNL/S&P Aggressive Growth Portfolio I**** ..................        N/A               7.69%
JNL/S&P Very Aggressive Growth Portfolio I**** .............        N/A              10.73%
JNL/S&P Equity Growth Portfolio I**** ......................        N/A               5.34%
JNL/S&P Equity Aggressive Growth Portfolio I**** ...........        N/A               6.43%
PPM America/JNL Balanced Portfolio* ........................       8.53%             13.50%
PPM America/JNL High Yield Bond Portfolio* .................       2.39%              8.84%
Salomon Brothers/JNL Global Bond Portfolio* ................       1.04%              7.94%
Salomon Brothers/JNL U.S. Government & Quality                                     
   Bond Portfolio* .........................................       7.88%              6.21%
T. Rowe Price/JNL Established Growth Portfolio* ............      26.01%             26.35%
T. Rowe Price/JNL International Equity Investment Portfolio*      12.75%              8.89%
T. Rowe Price/JNL Mid-Cap Growth Portfolio* ................      19.80%             23.78%
                                                                                 
</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.
**** The JNL/S&P  Conservative Growth Series I commenced  operations on April 9,
1998;  the JNL/S&P  Moderate  Growth  Series I commenced  operations on April 8,
1998; the JNL/S&P  Aggressive  Growth Series I commenced  operations on April 8,
1998; the JNL/S&P Very Aggressive Growth Series I commenced  operations on April
1, 1998;  the JNL/S&P  Equity Growth Series I commenced  operations on April 13,
1998; and the JNL/S&P Equity Aggressive Growth Series I commenced  operations on
April 15, 1998. Performance figures are not annualized.

         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/Putnam  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  investment  portfolio  would  have  achieved  (reduced  by the
applicable  charges)  had it been  held in the  series  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, 1998 for each of the
referenced investment portfolios is as follows:

PPM America/JNL Balanced Portfolio                                      0.90%
PPM America/JNL High Yield Bond Portfolio                               7.04%
Salomon Brothers/JNL Global Bond Portfolio                              5.66%
Salomon Brothers/JNL U.S. Government & Quality Bond Portfolio           3.62%
    

         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's  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, 1998 were 3.38% and 3.44%, 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;  (2)  minimum
distributions required to be made under the Code); and (3) hardship withdrawals.
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.  For purposes of this rule,  contracts received in a Section
1035  exchange will be  considered  issued in the year of the  exchange.  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.

   
         With  respect  to (4)  above,  if the  series  of  substantially  equal
periodic payments is modified before the later of your attaining age 59 1/2 or 5
years from the date of the first periodic payment,  then the tax for the year of
the  modification  is  increased  by an amount equal to the tax which would have
been imposed (the 10% penalty tax) but for the exception,  plus interest for the
tax years in which the exception was used.
    

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 (Pension and
Profit Sharing plans), 403(b) (tax-sheltered annuities) and 408 and 408A (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.

   
         With  respect  to (3)  above,  if the  series  of  substantially  equal
periodic payments is modified before the later of your attaining age 59 1/2 or 5
years from the date of the first periodic payment,  then the tax for the year of
the  modification  is  increased  by an amount equal to the tax which would have
been imposed (the 10% penalty tax) but for the exception,  plus interest for the
tax years in which the exception was used.
    

         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) 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.

   
         (b) 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  taxable 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.

         (c) Pension and Profit-Sharing Plans

                  Sections  401(a)  and  401(k)  of the Code  permit  employers,
         including  self-employed  individuals,  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
         pension or profit  sharing plans should obtain  competent tax advice as
         to the tax treatment and suitability of such an investment.

         (d) 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.

   
         (e) Roth IRAs

                  Section  408A of the Code  provides  that  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 and are not  deductible  from  taxable  income.  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  $10,000 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 free from federal
         income tax. 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 a 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.

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




                                     [LOGO]





















                              FINANCIAL STATEMENTS
                               DECEMBER 31, 1998
<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  twenty-two  portfolios  comprising  Jackson  National
Separate  Account  - I at  December  31,  1998,  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/ PricewaterhouseCoopers LLP


February 17, 1999
<PAGE>


                                           Jackson National Separate Account - I

                                            Statement of Assets and Liabilities
                                                     December 31, 1998


<TABLE>
<CAPTION>

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

Investments in JNL Series Trust,
at market value
(See Schedule of Investments) ............   $141,046,026   $104,944,576   $223,980,406   $152,985,337   $ 28,849,717   $ 31,799,046
Due from Jackson National Life
Insurance Company ........................        752,139         17,950         73,272         76,692         51,457         27,786
Receivable for investments sold ..........         10,917         30,811        150,734         72,910         68,270         25,086
                                             ------------   ------------   ------------   ------------   ------------   ------------
Total Assets .............................    141,809,082    104,993,337    224,204,412    153,134,939     28,969,444     31,851,918


Liabilities:

Payable for investments purchased ........        752,139         17,950         73,272         76,692         51,457         27,786
Due to Jackson National Life
Insurance Company ........................         10,917         30,811        150,734         72,910         68,270         25,086
                                             ------------   ------------   ------------   ------------   ------------   ------------
Total Liabilities ........................        763,056         48,761        224,006        149,602        119,727         52,872
                                             ------------   ------------   ------------   ------------   ------------   ------------


Net Assets ...............................   $141,046,026   $104,944,576   $223,980,406   $152,985,337   $ 28,849,717   $ 31,799,046
                                             ============   ============   ============   ============   ============   ============

Total Net Assets Represented by:
Number of units outstanding ..............      6,839,305      5,849,883     11,242,198      7,704,990      1,829,363      2,274,545
                                             ============   ============   ============   ============   ============   ============
Unit value (net assets divided by
units outstanding) .......................   $      20.62   $      17.94   $      19.92   $      19.86   $      15.77   $      13.98
                                             ============   ============   ============   ============   ============   ============
</TABLE>



                 See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

                                                                                   Portfolios
                                           -----------------------------------------------------------------------------------------
                                                                                             PPM            PPM
                                                            JNL/Putnam         PPM       America/JNL    America/JNL       Salomon
                                             JNL/Putnam        Value       America/JNL    High Yield       Money       Brothers/JNL
                                               Growth         Equity        Balanced         Bond          Market       Global Bond
                                           -------------   -------------  -------------  -------------  ------------  --------------

<S>                                          <C>            <C>            <C>            <C>            <C>            <C>         
Assets:

Investments in JNL Series Trust,
at market value
(See Schedule of Investments) ............   $176,397,377   $188,485,252   $ 94,091,797   $ 95,999,095   $ 52,423,383   $ 40,955,834
Due from Jackson National Life
Insurance Company ........................        112,236         72,296         76,533         60,881         15,129         72,932
Receivable for investments sold ..........         44,217         43,814         20,418         16,045        699,420         12,043
                                             ------------   ------------   ------------   ------------   ------------   ------------
Total Assets .............................    176,553,830    188,601,362     94,188,748     96,076,021     53,137,932     41,040,809


Liabilities:

Payable for investments purchased ........        112,236         72,296         76,533         60,881         15,129         72,932
Due to Jackson National Life
Insurance Company ........................         44,217         43,814         20,418         16,045        699,420         12,043
                                             ------------   ------------   ------------   ------------   ------------   ------------
Total Liabilities ........................        156,453        116,110         96,951         76,926        714,549         84,975
                                             ------------   ------------   ------------   ------------   ------------   ------------


Net Assets ...............................   $176,397,377   $188,485,252   $ 94,091,797   $ 95,999,095   $ 52,423,383   $ 40,955,834
                                             ============   ============   ============   ============   ============   ============

Total Net Assets Represented by:
Number of units outstanding ..............      8,348,592     10,899,898      6,574,171      7,350,674      4,713,958      3,166,154
                                             ============   ============   ============   ============   ============   ============
Unit value (net assets divided by
units outstanding) .......................   $      21.13   $      17.29   $      14.31   $      13.06   $      11.12   $      12.94
                                             ============   ============   ============   ============   ============   ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                  Portfolios
                                           -----------------------------------------------------------
                                                                             T. Rowe
                                               Salomon        T. Rowe        Price/JNL      T. Rowe
                                            Brothers/JNL     Price/JNL     International   Price/JNL
                                           U.S. Government  Established        Equity       Mid-Cap
                                           & Quality Bond      Growth        Investment      Growth
                                           -------------   -------------  -------------  -------------
<S>                                          <C>            <C>            <C>            <C>         
Assets:

Investments in JNL Series Trust,
at market value
(See Schedule of Investments) ............   $ 60,050,590   $209,481,265   $ 64,992,341   $174,796,271
Due from Jackson National Life
Insurance Company ........................         99,100        194,991        150,477         66,353
Receivable for investments sold ..........          5,165         68,121         11,978         95,648
                                             ------------   ------------   ------------   ------------
Total Assets .............................     60,154,855    209,744,377     65,154,796    174,958,272


Liabilities:

Payable for investments purchased ........         99,100        194,991        150,477         66,353
Due to Jackson National Life
Insurance Company ........................          5,165         68,121         11,978         95,648
                                             ------------   ------------   ------------   ------------
Total Liabilities ........................        104,265        263,112        162,455        162,001
                                             ------------   ------------   ------------   ------------


Net Assets ...............................   $ 60,050,590   $209,481,265   $ 64,992,341   $174,796,271
                                             ============   ============   ============   ============

Total Net Assets Represented by:
Number of units outstanding ..............      5,006,001     10,399,047      4,828,701      9,941,003
                                             ============   ============   ============   ============
Unit value (net assets divided by
units outstanding) .......................   $      12.00   $      20.14   $      13.46   $      17.58
                                             ============   ============   ============   ============
</TABLE>
<PAGE>
                      Jackson National Separate Account - I

                 Statement of Assets and Liabilities (continued)
                                December 31, 1998

<TABLE>
<CAPTION>
                                                                                   Portfolios
                                              --------------------------------------------------------------------------------------
               
               
                                                                                           JNL/S&P                       JNL/S&P
                                                JNL/S&P        JNL/S&P        JNL/S&P        Very         JNL/S&P         Equity
                                              Conservative    Moderate      Aggressive     Aggressive      Equity       Aggressive
                                                Growth I       Growth I      Growth I      Growth I       Growth I       Growth I
                                              -------------  ------------  -------------  ------------  -------------  -------------
<S>                                          <C>            <C>            <C>             <C>           <C>            <C>         
Assets:

Investments in JNL Series Trust,
at market value
(See Schedule of Investments) ............   $ 10,028,699   $ 12,610,937   $  4,424,911    $  2,441,544  $  5,036,607   $  3,236,926
Due from Jackson National Life
Insurance Company ........................         13,878         18,882          2,650          13,510        58,882         25,773
Receivable for investments sold ..........            384            483            170              93           191            158
                                             ------------   ------------   ------------    ------------  ------------   ------------
Total Assets .............................     10,042,961     12,630,302      4,427,731       2,455,147     5,095,680      3,262,857


Liabilities:

Payable for investments purchased ........         13,878         18,882          2,650          13,510        58,882         25,773
Due to Jackson National Life
Insurance Company ........................            384            483            170              93           191            158
                                             ------------   ------------   ------------    ------------  ------------   ------------
Total Liabilities ........................         14,262         19,365          2,820          13,603        59,073         25,931
                                             ------------   ------------   ------------    ------------  ------------   ------------


Net Assets ...............................   $ 10,028,699   $ 12,610,937   $  4,424,911    $  2,441,544  $  5,036,607   $  3,236,926
                                             ============   ============   ============    ============  ============   ============

Total Net Assets Represented by:
Number of units outstanding ..............        967,674      1,198,566        410,888         220,495       478,149        304,127
                                             ============   ============   ============    ============  ============   ============
Unit value (net assets divided by
units outstanding) .......................   $      10.36   $      10.52   $      10.77    $      11.07  $      10.53   $      10.64
                                             ============   ============   ============    ============  ============   ============
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>
                      Jackson National Separate Account - I

                             Statement of Operations
                          Year ended December 31, 1998

<TABLE>
<CAPTION>

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



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

Proceeds from sales ...........................   $22,478,449   $16,729,142   $30,948,229   $22,092,006   $ 3,530,908   $ 4,509,067
Cost of investments sold ......................    17,862,850    14,393,287    25,749,137    17,039,681     3,270,022     4,861,658
                                                  -----------   -----------   -----------   -----------   -----------   ----------- 
Net realized gain (loss) from sales
of investments ................................     4,615,599     2,335,855     5,199,092     5,052,325       260,886      (352,591)


Change in net unrealized gain on
investments:

Unrealized gain beginning of year .............     6,566,393     9,216,063    14,341,791    12,927,438     1,358,754       948,517
Unrealized gain end of year ...................    49,487,361    32,985,801    50,589,160    51,837,647     4,137,098     1,497,307
                                                  -----------   -----------   -----------   -----------   -----------   ----------- 
Change in net unrealized gain on
   investments ................................    42,920,968    23,769,738    36,247,369    38,910,209     2,778,344       548,790
                                                  -----------   -----------   -----------   -----------   -----------   ----------- 


Net gain on investments .......................    47,536,567    26,105,593    41,446,461    43,962,534     3,039,230       196,199


Expenses:

Administrative charge .........................       148,725       121,112       283,226       169,897        28,467        31,118
Mortality and expense charge ..................     1,239,374     1,009,269     2,360,220     1,415,809       237,222       259,314
                                                  -----------   -----------   -----------   -----------   -----------   ----------- 

Total expenses ................................     1,388,099     1,130,381     2,643,446     1,585,706       265,689       290,432
                                                  -----------   -----------   -----------   -----------   -----------   ----------- 

Increase (decrease) in net assets
resulting from operations .....................   $46,148,468   $24,975,212   $38,803,015   $42,376,828   $ 2,773,541   $   (94,233)
                                                  ===========   ===========   ===========   ===========   ===========   =========== 
</TABLE>

x<PAGE>


                See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

                                                                                    Portfolios
                                                ------------------------------------------------------------------------------------
                                                                                              PPM            PPM
                                                               JNL/Putnam       PPM       America/JNL    America/JNL      Salomon
                                                 JNL/Putnam      Value        America/JNL  High Yield       Money       Brothers/JNL
                                                    Growth       Equity        Balanced       Bond          Marke       Global Bond
                                                -------------   -----------   -----------   -----------   -----------   ------------
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>        
Net realized gain (loss) from sales
of investments:

Proceeds from sales ...........................   $23,069,466   $26,212,067   $11,498,996   $26,352,420   $89,376,464   $11,621,611
Cost of investments sold ......................    19,196,419    24,190,711    10,020,125    24,551,792    87,463,383    10,950,841
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net realized gain (loss) from sales
of investments ................................     3,873,047     2,021,356     1,478,871     1,800,628     1,913,081       670,770


Change in net unrealized gain on
investments:

Unrealized gain beginning of year .............    10,554,634     9,825,588     7,805,534     5,314,048       874,329     2,530,302
Unrealized gain end of year ...................    45,340,042    24,616,797    13,317,898     6,008,859     1,448,061     2,650,450
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Change in net unrealized gain on
   investments ................................    34,785,408    14,791,209     5,512,364       694,811       573,732       120,148
                                                  -----------   -----------   -----------   -----------   -----------   -----------


Net gain on investments .......................    38,658,455    16,812,565     6,991,235     2,495,439     2,486,813       790,918


Expenses:

Administrative charge .........................       187,378       230,885       118,596       129,335        76,791        59,361
Mortality and expense charge ..................     1,561,482     1,924,037       988,300     1,077,793       639,922       494,672
                                                  -----------   -----------   -----------   -----------   -----------   -----------

Total expenses ................................     1,748,860     2,154,922     1,106,896     1,207,128       716,713       554,033
                                                  -----------   -----------   -----------   -----------   -----------   -----------

Increase (decrease) in net assets
resulting from operations .....................   $36,909,595   $14,657,643   $ 5,884,339   $ 1,288,311   $ 1,770,100   $   236,885
                                                  ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>
- ---------------------------------
1    Period from April 9, 1998 (commencement of operations)
2    Period from April 8, 1998 (commencement of operations)
3    Period from April 1, 1998 (commencement of operations)
4    Period from April 13, 1998 (commencement of operations)
5    Period from April 15, 1998 (commencement of operations)

                See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

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

                                                                               T. Rowe
                                                  Salomon         T. Rowe     Price/JNL      T. Rowe
                                                Brothers/JNL     Price/JNL   International  Price/JNL       JNL/S&P        JNL/S&P
                                               U.S. Government  Established     Equity       Mid-Cap      Conservative     Moderate
                                               & Quality Bond     Growth       Investment     Growth       Growth I(1)   Growth I(2)
                                               --------------   -----------   -----------   -----------   -----------    -----------
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>        
Net realized gain (loss) from sales
of investments:

Proceeds from sales ...........................   $15,176,261   $28,277,325   $13,273,943   $29,118,733   $   644,794   $ 1,759,236
Cost of investments sold ......................    14,157,270    23,450,800    12,333,125    24,979,251       660,751     1,830,218
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Net realized gain (loss) from sales                                                                                    
of investments ................................     1,018,991     4,826,525       940,818     4,139,482       (15,957)      (70,982)
                                                                                                                       
                                                                                                                       
Change in net unrealized gain                                                                                          
on investments:                                                                                                        
                                                                                                                       
Unrealized gain beginning of year .............     1,594,733    18,774,315       904,389    17,999,889          --            --
Unrealized gain end of year ...................     4,016,253    53,413,273     7,505,901    42,084,725       670,963     1,150,278
                                                  -----------   -----------   -----------   -----------   -----------   -----------
Change in net unrealized gain on                                                                                       
   investments ................................     2,421,520    34,638,958     6,601,512    24,084,836       670,963     1,150,278
                                                  -----------   -----------   -----------   -----------   -----------   -----------
                                                                                                                       
                                                                                                                       
Net gain on investments .......................     3,440,511    39,465,483     7,542,330    28,224,318       655,006     1,079,296
                                                                                                                       
                                                                                                                       
Expenses:                                                                                                              
                                                                                                                       
Administrative charge .........................        58,830       244,140        91,327       217,537         3,948         4,756
Mortality and expense charge ..................       490,253     2,034,500       761,061     1,812,808        32,901        39,629
                                                  -----------   -----------   -----------   -----------   -----------   -----------
                                                                                                                       
Total expenses ................................       549,083     2,278,640       852,388     2,030,345        36,849        44,385
                                                  -----------   -----------   -----------   -----------   -----------   -----------
                                                                                                                       
Increase (decrease) in net assets                                                                                      
resulting from operations .....................   $ 2,891,428   $37,186,843   $ 6,689,942   $26,193,973   $   618,157   $ 1,034,911
                                                  ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>
<TABLE>
<CAPTION>

                                                                         Portfolios
                                                 ---------------------------------------------------------
                                                                  JNL/S&P                      JNL/S&P
                                                  JNL/S&P          Very          JNL/S&P        Equity
                                                 Aggressive     Aggressive       Equity        Aggressive
                                                 Growth I(2)    Growth I(3)     Growth I(4)    Growth I(5)
                                                 ------------   -----------   -----------   --------------
<S>                                               <C>           <C>           <C>           <C>        
Net realized gain (loss) from sales
of investments:

Proceeds from sales ...........................   $ 2,095,817   $ 1,011,345   $   428,796   $   300,801
Cost of investments sold ......................     2,132,899       965,567       467,545       325,688
                                                  -----------   -----------   -----------   -----------
Net realized gain (loss) from sales
of investments ................................       (37,082)       45,778       (38,749)      (24,887)


Change in net unrealized gain
on investments:

Unrealized gain beginning of year .............          --            --            --            --
Unrealized gain end of year ...................       428,754       251,923       558,366       374,112
                                                  -----------   -----------   -----------   -----------
Change in net unrealized gain on
   investments ................................       428,754       251,923       558,366       374,112
                                                  -----------   -----------   -----------   -----------


Net gain on investments .......................       391,672       297,701       519,617       349,225


Expenses:

Administrative charge .........................         2,247         1,371         2,158         1,394
Mortality and expense charge ..................        18,728        11,424        17,983        11,615
                                                  -----------   -----------   -----------   -----------

Total expenses ................................        20,975        12,795        20,141        13,009
                                                  -----------   -----------   -----------   -----------

Increase (decrease) in net assets
resulting from operations .....................   $   370,697   $   284,906   $   499,476   $   336,216
                                                  ===========   ===========   ===========   ===========
</TABLE>
<PAGE>


                      Jackson National Separate Account - I

                       Statements of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                                          Portfolios
                                                          --------------------------------------------------------------------------
                                                                     JNL Aggressive                           JNL Capital          
                                                                          Growth                                 Growth
                                                          -------------------------------------  -----------------------------------
                                                                      Year ended                               Year ended           
                                                                      December 31,                             December 31,         
                                                          -------------------------------------  -----------------------------------
                                                                 1998               1997                 1998              1997     
                                                          ------------------  -----------------  ------------------  ---------------
<S>                                                       <C>                 <C>                 <C>                 <C>          
Operations:

Net realized gain (loss) from sales
of investments .....................................      $   4,615,599       $     866,398       $   2,335,855       $     301,251
Change in net unrealized gain (loss) on
investments ........................................         42,920,968           5,415,158          23,769,738           8,840,685
Administrative charge ..............................           (148,725)            (78,473)           (121,112)            (80,287)
Mortality and expense charge .......................         (1,239,374)           (653,938)         (1,009,269)           (669,055)
                                                          -------------       -------------       -------------       -------------

Increase (decrease) in net assets resulting
from operations ....................................         46,148,468           5,549,145          24,975,212           8,392,594


Net deposits into Separate Account
(Note 6) ...........................................         23,646,262          37,560,141          10,882,915          25,254,359
                                                          -------------       -------------       -------------       -------------

Increase in net assets .............................         69,794,730          43,109,286          35,858,127          33,646,953


Net Assets:

Beginning of period ................................         71,251,296          28,142,010          69,086,449          35,439,496
                                                          -------------       -------------       -------------       -------------

End of period ......................................      $ 141,046,026       $  71,251,296       $ 104,944,576       $  69,086,449
                                                          =============       =============       =============       =============
</TABLE>


              See accompanying notes to the financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                                                                          Portfolios
                                                          --------------------------------------------------------------------------
                                                                      JNL Global                               JNL/Alger            
                                                                       Equities                                 Growth             
                                                          -------------------------------------  -----------------------------------
                                                                      Year ended                               Year ended           
                                                                      December 31,                             December 31,         
                                                          -------------------------------------  -----------------------------------
                                                                 1998               1997                 1998              1997     
                                                          ------------------  -----------------  ------------------  ---------------
<S>                                                       <C>                 <C>                 <C>                 <C>          
Operations:

Net realized gain (loss) from sales
of investments .....................................      $   5,199,092       $   1,621,040       $   5,052,325       $   1,494,359
Change in net unrealized gain (loss) on
investments ........................................         36,247,369          11,430,440          38,910,209          10,624,952
Administrative charge ..............................           (283,226)           (150,545)           (169,897)            (89,531)
Mortality and expense charge .......................         (2,360,220)         (1,254,542)         (1,415,809)           (746,090)
                                                          -------------       -------------       -------------       -------------

Increase (decrease) in net assets resulting
from operations ....................................         38,803,015          11,646,393          42,376,828          11,283,690


Net deposits into Separate Account
(Note 6) ...........................................         40,775,401          90,834,074          28,935,356          33,612,656
                                                          -------------       -------------       -------------       -------------

Increase in net assets .............................         79,578,416         102,480,467          71,312,184          44,896,346


Net Assets:

Beginning of period ................................        144,401,990          41,921,523          81,673,153          36,776,807
                                                          -------------       -------------       -------------       -------------

End of period ......................................      $ 223,980,406       $ 144,401,990       $ 152,985,337       $  81,673,153
                                                          =============       =============       =============       =============
</TABLE>
<TABLE>
<CAPTION>
                                                                                          Portfolios
                                                          --------------------------------------------------------------------------
                                                                        JNL/Eagle                               JNL/Eagle           
                                                                       Core Equity                          SmallCap Equity        
                                                         -------------------------------------  -----------------------------------
                                                                      Year ended                               Year ended           
                                                                      December 31,                             December 31,         
                                                          -------------------------------------  -----------------------------------
                                                                 1998               1997                 1998              1997     
                                                          ------------------  -----------------  ------------------  ---------------
<S>                                                        <C>                 <C>                 <C>                 <C>         
Operations:

Net realized gain (loss) from sales
of investments .....................................       $    260,886        $     32,173        $   (352,591)       $    203,095
Change in net unrealized gain (loss) on
investments ........................................          2,778,344           1,346,026             548,790             899,678
Administrative charge ..............................            (28,467)             (8,399)            (31,118)             (9,255)
Mortality and expense charge .......................           (237,222)            (69,994)           (259,314)            (77,124)
                                                           ------------        ------------        ------------        ------------

Increase (decrease) in net assets resulting
from operations ....................................          2,773,541           1,299,806             (94,233)          1,016,394


Net deposits into Separate Account
(Note 6) ...........................................         15,557,105           8,326,570          19,880,105          10,206,905
                                                           ------------        ------------        ------------        ------------

Increase in net assets .............................         18,330,646           9,626,376          19,785,872          11,223,299


Net Assets:

Beginning of period ................................         10,519,071             892,695          12,013,174             789,875
                                                           ------------        ------------        ------------        ------------

End of period ......................................       $ 28,849,717        $ 10,519,071        $ 31,799,046        $ 12,013,174
                                                           ============        ============        ============        ============
</TABLE>


                                                            Portfolios
                                             -----------------------------------
                                                            JNL/Putnam          
                                                              Growth
                                             ----------------------------------
                                                           Year ended           
                                                           December 31,         
                                             -----------------------------------
                                                     1998              1997     
                                             ------------------  ---------------

Operations:

Net realized gain (loss) from sales
of investments ...............................   $   3,873,047    $     638,488
Change in net unrealized gain (loss) on
investments ..................................      34,785,408        9,468,318
Administrative charge ........................        (187,378)         (76,896)
Mortality and expense charge .................      (1,561,482)        (640,797)
                                                 -------------    -------------

Increase (decrease) in net assets resulting
from operations ..............................      36,909,595        9,389,113


Net deposits into Separate Account
(Note 6) .....................................      56,793,299       51,065,168
                                                 -------------    -------------

Increase in net assets .......................      93,702,894       60,454,281


Net Assets:

Beginning of period ..........................      82,694,483       22,240,202
                                                 -------------    -------------

End of period ................................   $ 176,397,377    $  82,694,483
                                                 =============    =============
<PAGE>


                      Jackson National Separate Account - I

                 Statements of Changes in Net Assets (continued)

<TABLE>
<CAPTION>

                                                                                          Portfolios
                                                          --------------------------------------------------------------------------
                                                                        JNL/Putnam                           PPM Amierca/JNL        
                                                                       Value Equity                             Balanced        
                                                          -------------------------------------  -----------------------------------
                                                                      Year ended                               Year ended           
                                                                      December 31,                             December 31,         
                                                          -------------------------------------  -----------------------------------
                                                                 1998               1997                 1998              1997     
                                                          ------------------  -----------------  ------------------  ---------------
<S>                                                       <C>                 <C>                 <C>                 <C>          

Operations:

Net realized gain (loss) from sales
of investments .....................................      $   2,021,356       $     595,400       $   1,478,871       $     484,105
Change in net unrealized gain (loss) on
investments ........................................         14,791,209           8,307,414           5,512,364           6,430,792
Administrative charge ..............................           (230,885)            (83,044)           (118,596)            (61,547)
Mortality and expense charge .......................         (1,924,037)           (692,035)           (988,300)           (512,889)
                                                          -------------       -------------       -------------       -------------

Increase (decrease) in net assets resulting
from operations ....................................         14,657,643           8,127,735           5,884,339           6,340,461


Net deposits into Separate Account
(Note 6) ...........................................         65,855,834          82,577,176          29,035,661          28,882,738
                                                          -------------       -------------       -------------       -------------

Increase in net assets .............................         80,513,477          90,704,911          34,920,000          35,223,199


Net Assets:

Beginning of period ................................        107,971,775          17,266,864          59,171,797          23,948,598
                                                          -------------       -------------       -------------       -------------
End of period ......................................      $ 188,485,252       $ 107,971,775       $  94,091,797       $  59,171,797
                                                          =============       =============       =============       =============
</TABLE>
                                                            Portfolios
                                             -----------------------------------
                                                          PPM America/JNL       
                                                          High Yield Bond
                                             -----------------------------------
                                                           Year ended           
                                                           December 31,         
                                             -----------------------------------
                                                     1998              1997     
                                             ------------------  ---------------
Operations:

Net realized gain (loss) from sales
of investments .................................   $  1,800,628    $    461,507
Change in net unrealized gain (loss) on
investments ....................................        694,811       4,572,928
Administrative charge ..........................       (129,335)        (52,086)
Mortality and expense charge ...................     (1,077,793)       (434,046)
                                                   ------------    ------------

Increase (decrease) in net assets resulting
from operations ................................      1,288,311       4,548,303


Net deposits into Separate Account
(Note 6) .......................................     34,623,835      42,618,313
                                                   ------------    ------------

Increase in net assets .........................     35,912,146      47,166,616


Net Assets:

Beginning of period ............................     60,086,949      12,920,333
                                                   ------------    ------------

End of period ..................................   $ 95,999,095    $ 60,086,949
                                                   ============    ============

                 See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                                                                       Portfolios
                                                          --------------------------------------------------------------------------
                                                                  PPM America/JNL                        Salomon Brothers/JNL
                                                                    Money Market                              Global Bond
                                                         -------------------------------------  -----------------------------------
                                                                      Year ended                               Year ended           
                                                                      December 31,                             December 31,         
                                                          -------------------------------------  -----------------------------------
                                                                 1998               1997                 1998              1997     
                                                          ------------------  -----------------  ------------------  ---------------
<S>                                                        <C>                 <C>                 <C>                 <C>         
Operations:

Net realized gain (loss) from sales
of investments .....................................       $  1,913,081        $  1,032,988        $    670,770        $    216,731
Change in net unrealized gain (loss) on
investments ........................................            573,732             610,915             120,148           2,033,179
Administrative charge ..............................            (76,791)            (50,377)            (59,361)            (33,550)
Mortality and expense charge .......................           (639,922)           (419,810)           (494,672)           (279,583)
                                                           ------------        ------------        ------------        ------------

Increase (decrease) in net assets resulting
from operations ....................................          1,770,100           1,173,716             236,885           1,936,777


Net deposits into Separate Account
(Note 6) ...........................................          9,241,010          17,485,865           7,382,318          20,696,256
                                                           ------------        ------------        ------------        ------------

Increase in net assets .............................         11,011,110          18,659,581           7,619,203          22,633,033


Net Assets:

Beginning of period ................................         41,412,273          22,752,692          33,336,631          10,703,598
                                                           ------------        ------------        ------------        ------------

End of period ......................................       $ 52,423,383        $ 41,412,273        $ 40,955,834        $ 33,336,631
                                                           ============        ============        ============        ============
</TABLE>
<TABLE>
<CAPTION>
                                                                                       Portfolios
                                                          --------------------------------------------------------------------------
                                                                 Salomon Brothers/JNL
                                                                    U.S. Government                         T. Rowe Price/JNL
                                                                    & Quality Bond                         Established Growth
                                                         -------------------------------------  -----------------------------------
                                                                      Year ended                               Year ended           
                                                                      December 31,                             December 31,         
                                                          -------------------------------------  -----------------------------------
                                                                 1998               1997                 1998              1997     
                                                          ------------------  -----------------  ------------------  ---------------
<S>                                                       <C>                 <C>                 <C>                 <C>          
Operations:

Net realized gain (loss) from sales
of investments .....................................      $   1,018,991       $     154,931       $   4,826,525       $   1,641,416
Change in net unrealized gain (loss) on
investments ........................................          2,421,520           1,323,094          34,638,958          16,283,327
Administrative charge ..............................            (58,830)            (23,031)           (244,140)           (109,782)
Mortality and expense charge .......................           (490,253)           (191,925)         (2,034,500)           (914,851)
                                                          -------------       -------------       -------------       -------------

Increase (decrease) in net assets resulting
from operations ....................................          2,891,428           1,263,069          37,186,843          16,900,110


Net deposits into Separate Account
(Note 6) ...........................................         33,913,087          12,663,491          56,888,880          67,178,828
                                                          -------------       -------------       -------------       -------------

Increase in net assets .............................         36,804,515          13,926,560          94,075,723          84,078,938


Net Assets:

Beginning of period ................................         23,246,075           9,319,515         115,405,542          31,326,604
                                                          -------------       -------------       -------------       -------------

End of period ......................................      $  60,050,590       $  23,246,075       $ 209,481,265       $ 115,405,542
                                                          =============       =============       =============       =============
</TABLE>
<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,         
                                                          -------------------------------------  -----------------------------------
                                                                 1998               1997                 1998              1997     
                                                          ------------------  -----------------  ------------------  ---------------
<S>                                                       <C>                 <C>                 <C>                 <C>          
Operations:

Net realized gain (loss) from sales
of investments .....................................      $     940,818       $     382,718       $   4,139,482       $   1,121,672
Change in net unrealized gain (loss) on
investments ........................................          6,601,512            (369,454)         24,084,836          14,460,621
Administrative charge ..............................            (91,327)            (62,171)           (217,537)           (122,581)
Mortality and expense charge .......................           (761,061)           (518,091)         (1,812,808)         (1,021,503)
                                                          -------------       -------------       -------------       -------------

Increase (decrease) in net assets resulting
from operations ....................................          6,689,942            (566,998)         26,193,973          14,438,209


Net deposits into Separate Account
(Note 6) ...........................................          5,696,219          29,138,889          30,720,629          58,296,400
                                                          -------------       -------------       -------------       -------------

Increase in net assets .............................         12,386,161          28,571,891          56,914,602          72,734,609


Net Assets:

Beginning of period ................................         52,606,180          24,034,289         117,881,669          45,147,060
                                                          -------------       -------------       -------------       -------------

End of period ......................................      $  64,992,341       $  52,606,180       $ 174,796,271       $ 117,881,669
                                                          =============       =============       =============       =============
</TABLE>
                                                            Portfolios
                                             -----------------------------------
                                                 JNL/S&P             JNL/S&P
                                               Conservative          Moderate
                                                 Growth I            Growth I
                                             ------------------  ---------------
                                                 Period from       Period from
                                               April 9, 1998*     April 8, 1998*
                                              to December 31,    to December 31,
                                                    1998              1998
                                             ------------------  ---------------
Operations:

Net realized gain (loss) from sales
of investments .................................   $    (15,957)   $    (70,982)
Change in net unrealized gain (loss) on
investments ....................................        670,963       1,150,278
Administrative charge ..........................         (3,948)         (4,756)
Mortality and expense charge ...................        (32,901)        (39,629)
                                                   ------------    ------------

Increase (decrease) in net assets resulting
from operations ................................        618,157       1,034,911


Net deposits into Separate Account
(Note 6) .......................................      9,410,542      11,576,026
                                                   ------------    ------------

Increase in net assets .........................     10,028,699      12,610,937


Net Assets:

Beginning of period ............................           --              --
                                                   ------------    ------------

End of period ..................................   $ 10,028,699    $ 12,610,937
                                                   ============    ============


                See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                                                                         Portfolios
                                                          --------------------------------------------------------------------------
                                                                                   JNL/S&P                               JNL/S&P
                                                               JNL/S&P              Very               JNL/S&P           Equity
                                                             Aggressive          Aggressive             Equity          Aggressive
                                                              Growth I            Growth I             Growth I          Growth I 
                                                          ------------------  -----------------  ------------------  ---------------
                                                             Period from         Period from        Period from        Period from
                                                            April 8, 1998*      April 1, 1998*     April 13, 1998*   April 15, 1998*
                                                            to December 31,     to December 31,    To December 31,   to December 31,
                                                                1998                1998                1998              1998
                                                          ------------------  -----------------  ------------------  ---------------
<S>                                                            <C>                <C>                <C>                <C>         
Operations:

Net realized gain (loss) from sales
of investments .........................................       $   (37,082)       $    45,778        $   (38,749)       $   (24,887)
Change in net unrealized gain (loss) on
investments ............................................           428,754            251,923            558,366            374,112
Administrative charge ..................................            (2,247)            (1,371)            (2,158)            (1,394)
Mortality and expense charge ...........................           (18,728)           (11,424)           (17,983)           (11,615)
                                                               -----------        -----------        -----------        -----------

Increase (decrease) in net assets resulting
from operations ........................................           370,697            284,906            499,476            336,216


Net deposits into Separate Account
(Note 6) ...............................................         4,054,214          2,156,638          4,537,131          2,900,710
                                                               -----------        -----------        -----------        -----------

Increase in net assets .................................         4,424,911          2,441,544          5,036,607          3,236,926


Net Assets:

Beginning of period ....................................              --                 --                 --                 --
                                                               -----------        -----------        -----------        -----------

End of period ..........................................       $ 4,424,911        $ 2,441,544        $ 5,036,607        $ 3,236,926
                                                               ===========        ===========        ===========        ===========
</TABLE>
<PAGE>
                      Jackson National Separate Account - I

                             Schedule of Investments
                                December 31, 1998


<TABLE>
<CAPTION>
                                                                                         
                                                                           Number                             Market
JNL Series Trust                                                          of Shares           Cost             Value
- ----------------                                                       ----------------    --------------  ---------------
<S>                                                                          <C>           <C>             <C>           
JNL Aggressive Growth.............................................           6,387,954     $  91,558,665   $  141,046,026
                                                                                         
JNL Capital Growth................................................           5,062,449        71,958,775      104,944,576
                                                                                         
JNL Global Equities...............................................          10,130,276       173,391,246      223,980,406
                                                                                         
JNL/Alger Growth..................................................           8,073,105       101,147,690      152,985,337
                                                                                         
JNL/Eagle Core Equity.............................................           1,813,307        24,712,619       28,849,717
                                                                                         
JNL/Eagle SmallCap Equity.........................................           2,145,685        30,301,739       31,799,046
                                                                                         
JNL/Putnam Growth.................................................           7,709,676       131,057,335      176,397,377
                                                                                         
JNL/Putnam Value Equity...........................................          10,333,621       163,868,455      188,485,252
                                                                                         
PPM America/JNL Balanced..........................................           6,980,104        80,773,899       94,091,797
                                                                                         
PPM America/JNL High Yield Bond...................................           8,815,344        89,990,236       95,999,095
                                                                                         
PPM America/JNL Money Market......................................          52,423,383        50,975,322       52,423,383
                                                                                         
Salomon Brothers/JNL Global Bond..................................           3,838,410        38,305,384       40,955,834
                                                                                         
Salomon Brothers/JNL U.S. Government & Quality Bond...............           5,385,703        56,034,337       60,050,590
                                                                                         
T. Rowe Price/JNL Established Growth..............................          10,990,622       156,067,992      209,481,265
                                                                                         
T. Rowe Price/JNL International Equity Investment.................           4,771,831        57,486,440       64,992,341
                                                                                         
T. Rowe Price/JNL Mid-Cap Growth..................................           8,555,862       132,711,546      174,796,271
                                                                                         
JNL/S&P Conservative Growth I.....................................             957,851         9,357,736       10,028,699
                                                                                         
JNL/S&P Moderate Growth I.........................................           1,186,353        11,460,659       12,610,937
                                                                                         
JNL/S&P Aggressive Growth I.......................................             406,701         3,996,157        4,424,911
                                                                                         
JNL/S&P Very Aggressive Growth I..................................             218,190         2,189,621        2,441,544
                                                                                         
JNL/S&P Equity Growth I...........................................             473,365         4,478,241        5,036,607
                                                                                         
JNL/S&P Equity Aggressive Growth I................................             301,109         2,862,814        3,236,926
                                                                                       
</TABLE>



                 See accompanying notes to financial statements.
<PAGE>
                     Jackson National Separate Account - I

                          Notes to Financial Statements


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
         twenty-two 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
                  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

         Jackson National Financial Services,  LLC, a wholly-owned subsidiary of
         JNL, serves as investment  adviser for all the series of the JNL Series
         Trust.








<PAGE>
                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)


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.

         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 corresponding 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. Investments in JNL Series Trust are recorded
                  on trade date. The Separate  Account does not record  dividend
                  income as 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.  Under current law, no federal  income taxes are
                  payable with respect to 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 period ended  December 31, 1998,  $564,232 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  made  by
                  policyholders   between   the   Portfolios   and  between  the
                  Portfolios  and the general  account 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 period ended  December  31,  1998,  $4,200 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, is
                  determined based 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.  The  surrender
                  charges are assessed by JNL and withheld  from the proceeds of
                  the  withdrawals.  For the period  ended  December  31,  1998,
                  $1,445,120 in surrender charges were assessed.

         Insurance Charges
         -----------------

                  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.

                  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.



<PAGE>


                      Jackson National Separate Account - I

                    Notes to Financial Statements (continued)


Note 4 - Purchases and Sales of Investments

         For the period ended  December 31, 1998,  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..................................................   $ 44,736,612     $ 22,478,449

JNL Capital Growth.....................................................     26,481,676       16,729,142

JNL Global Equities....................................................     69,080,184       30,948,229

JNL/Alger Growth.......................................................     49,441,656       22,092,006

JNL/Eagle Core Equity..................................................     18,822,324        3,530,908

JNL/Eagle SmallCap Equity..............................................     24,098,740        4,509,067

JNL/Putnam Growth......................................................     78,113,905       23,069,466

JNL/Putnam Value Equity................................................     89,912,979       26,212,067

PPM America/JNL Balanced...............................................     39,427,761       11,498,996

PPM America/JNL High Yield Bond........................................     59,769,127       26,352,420

PPM America/JNL Money Market...........................................     97,900,761       89,376,464

Salomon Brothers/JNL Global Bond.......................................     18,449,896       11,621,611

Salomon Brothers/JNL U.S. Government & Quality Bond....................     48,540,265       15,176,261

T. Rowe Price/JNL Established Growth...................................     82,887,565       28,277,325

T. Rowe Price/JNL International Equity Investment......................     18,117,774       13,273,943

T. Rowe Price/JNL Mid-Cap Growth.......................................     57,809,017       29,118,733

JNL/S&P Conservative Growth I..........................................     10,018,487          644,794

JNL/S&P Moderate Growth I..............................................     13,290,877        1,759,236

JNL/S&P Aggressive Growth I............................................      6,129,056        2,095,817

JNL/S&P Very Aggressive Growth I.......................................      3,155,188        1,011,345

JNL/S&P Equity Growth I................................................      4,945,786          428,796

JNL/S&P Equity Aggressive Growth I.....................................      3,188,502          300,801
</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 periods ended
December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                          Units                                Units                                Units
                                       Outstanding    Units       Units     Outstanding    Units       Units     Outstanding
Portfolio:                             at 12/31/96    Issued     Redeemed   at 12/31/97    Issued     Redeemed   at 12/31/98
- ----------                             ------------ ----------- ----------- ------------ ----------- ----------- ------------

<S>                                     <C>         <C>         <C>          <C>          <C>        <C>           <C>      
JNL Aggressive Growth...............    2,355,530   3,830,809   (814,960)    5,371,379    2,787,639  (1,319,713)   6,839,305

JNL Capital Growth..................    2,985,668   3,195,545   (1,048,470)  5,132,743    1,833,616  (1,116,476)   5,849,883

JNL Global Equities.................    3,090,234   6,868,896   (891,853)    9,067,277    3,746,642  (1,571,721)  11,242,198

JNL/Alger Growth....................    3,310,810   3,360,067   (762,431)    5,908,446    3,064,437  (1,267,893)   7,704,990

JNL/Eagle Core Equity...............       84,895     700,021    (18,400)      766,516    1,291,060   (228,213)    1,829,363

JNL/Eagle SmallCap Equity...........       71,014     926,135   (139,203)      857,946    1,751,877   (335,278)    2,274,545

JNL/Putnam Growth...................    1,682,604   3,978,206   (453,516)    5,207,294    4,324,364  (1,183,066)   8,348,592

JNL/Putnam Value Equity.............    1,330,288   5,934,203   (338,984)    6,925,507    5,474,730  (1,500,339)  10,899,898

PPM America/JNL Balanced............    2,120,529   2,739,911   (373,467)    4,486,973    2,840,078   (752,880)    6,574,171

PPM America/JNL High Yield Bond.....    1,147,840   4,075,178   (511,967)    4,711,051    4,571,237  (1,931,614)   7,350,674

PPM America/JNL Money Market........    2,193,176   8,222,523   (6,560,576)  3,855,123    8,948,994  (8,090,159)   4,713,958

Salomon Brothers/JNL Global Bond....      911,885   1,958,400   (266,428)    2,603,857    1,427,619   (865,322)    3,166,154

Salomon Brothers/JNL U.S. Government
  & Quality Bond ...................      902,055   1,564,041   (375,521)    2,090,575    4,167,543  (1,252,117)   5,006,001
     
T. Rowe Price/JNL Established Growth    2,500,896   5,454,859   (736,966)    7,218,789    4,670,050  (1,489,792)  10,399,047

T. Rowe Price/JNL International
  Equity Investment.................    2,039,430   2,905,132   (537,920)    4,406,642    1,396,050   (973,991)    4,828,701
     
T. Rowe Price/JNL Mid-Cap Growth....    3,585,051   5,339,307   (892,605)    8,031,753    3,689,921  (1,780,671)   9,941,003

JNL/S&P Conservative Growth I.......           -           -           -            -     1,031,476    (63,802)      967,674

JNL/S&P Moderate Growth I...........           -           -           -            -     1,386,264   (187,698)    1,198,566

JNL/S&P Aggressive Growth I.........           -           -           -            -       627,797   (216,909)      410,888

JNL/S&P Very Aggressive Growth I....           -           -           -            -       317,036    (96,541)      220,495

JNL/S&P Equity Growth I.............           -           -           -            -       523,931    (45,782)      478,149

JNL/S&P Equity Aggressive Growth I..           -           -           -            -       337,114    (32,987)      304,127
</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  periods  ended
         December 31, 1998 and 1997:

<TABLE>
<CAPTION>

                                                                                           Portfolios           
                                                           -------------------------------------------------------------------------
                                                                   JNL Aggressive                           JNL Capital           
                                                                       Growth                                 Growth             
                                                           --------------------------------        ---------------------------------
                                 
                                                                     Year ended                              Year ended  
                                                                    December 31,                             December 31,
                                                           --------------------------------        ---------------------------------
                                                              1998               1997                  1998                1997     
                                                           -------------     --------------        ---------------   ---------------
                                 
<S>                                                        <C>                 <C>                 <C>                 <C>         
Proceeds from units issued .........................       $ 24,607,596        $ 45,265,821        $ 14,145,762        $ 37,672,456
Value of units redeemed ............................         (4,443,338)        (10,290,778)         (4,046,738)        (11,594,857)
Transfers between portfolios and between
portfolios and general account .....................          3,644,689           2,651,747             917,056            (752,866)
                                                           ------------        ------------        ------------        ------------

Total gross deposits net of
transfers to general account .......................         23,808,947          37,626,790          11,016,080          25,324,733

Deductions:
Policyholder charges ...............................            162,685              66,649             133,165              70,374
                                                           ------------        ------------        ------------        ------------


Net deposits from policyholders ....................       $ 23,646,262        $ 37,560,141        $ 10,882,915        $ 25,254,359
                                                           ============        ============        ============        ============
</TABLE>


                                                  ------------------------------
                                                           JNL Global
                                                            Equities
                                                  ------------------------------
                                                           Year ended
                                                           December 31,
                                                  ------------------------------
                                                      1998               1997
                                                  ------------     -------------

Proceeds from units issued ...................    $ 41,627,440     $ 93,402,947
Value of units redeemed ......................      (7,440,945)     (13,733,122)
Transfers between portfolios and between
portfolios and general account ...............       6,833,409       11,247,196
                                                  ------------     ------------

Total gross deposits net of
transfers to general account .................      41,019,904       90,917,021

Deductions:
Policyholder charges .........................         244,503           82,947
                                                  ------------     ------------


Net deposits from policyholders ..............    $ 40,775,401     $ 90,834,074
                                                  ============     ============
<PAGE>
<TABLE>
<CAPTION>

                                                           -------------------------------------------------------------------------
                                                                      JNL/Alger                              JNL/Eagle
                                                                       Growth                               Core Equity
                                                           --------------------------------        ---------------------------------
                                 
                                                                     Year ended                              Year ended  
                                                                    December 31,                             December 31,
                                                           --------------------------------        ---------------------------------
                                                              1998               1997                  1998                1997     
                                                           -------------     --------------        ---------------   ---------------
<S>                                                        <C>                 <C>                 <C>                 <C>         
Proceeds from units issued .........................       $ 26,745,114        $ 38,632,352        $ 10,633,575        $  7,461,654
Value of units redeemed ............................         (5,120,589)         (9,648,065)           (635,090)           (234,793)
Transfers between portfolios and between
portfolios and general account .....................          7,457,907           4,701,036           5,575,481           1,100,202
                                                           ------------        ------------        ------------        ------------

Total gross deposits net of
transfers to general account .......................         29,082,432          33,685,323          15,573,966           8,327,063

Deductions:
Policyholder charges ...............................            147,076              72,667              16,861                 493
                                                           ------------        ------------        ------------        ------------


Net deposits from policyholders ....................       $ 28,935,356        $ 33,612,656        $ 15,557,105        $  8,326,570
                                                           ============        ============        ============        ============
</TABLE>
<TABLE>
<CAPTION>

                                                           -------------------------------------------------------------------------
                                                                     JNL/Eagle                              JNL/Putnam
                                                                  SmallCap Equity                             Growth
                                                          --------------------------------        ---------------------------------
                                 
                                                                     Year ended                              Year ended  
                                                                    December 31,                             December 31,
                                                           --------------------------------        ---------------------------------
                                                              1998               1997                  1998                1997     
                                                           -------------     --------------        ---------------   ---------------

<S>                                                        <C>                 <C>                 <C>                 <C>         
Proceeds from units issued .........................       $ 12,039,689        $ 10,214,402        $ 49,827,649        $ 49,336,186
Value of units redeemed ............................           (509,032)         (1,846,474)         (6,336,122)         (6,547,755)
Transfers between portfolios and between
portfolios and general account .....................          8,364,386           1,839,874          13,491,673           8,329,906
                                                           ------------        ------------        ------------        ------------

Total gross deposits net of
transfers to general account .......................         19,895,043          10,207,802          56,983,200          51,118,337

Deductions:
Policyholder charges ...............................             14,938                 897             189,901              53,169
                                                           ------------        ------------        ------------        ------------


Net deposits from policyholders ....................       $ 19,880,105        $ 10,206,905        $ 56,793,299        $ 51,065,168
                                                           ============        ============        ============        ============
</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/Putnam                           PPM America/JNL
                                                                   Value Equity                              Balanced
                                                          --------------------------------        ---------------------------------
                                 
                                                                     Year ended                              Year ended  
                                                                    December 31,                             December 31,
                                                           --------------------------------        ---------------------------------
                                                              1998               1997                  1998                1997     
                                                           -------------     --------------        ---------------   ---------------
<S>                                                        <C>                 <C>                 <C>                 <C>         
Proceeds from units issued .........................       $ 61,152,713        $ 70,909,880        $ 26,538,757        $ 29,379,692
Value of units redeemed ............................         (6,233,980)         (4,969,063)         (3,923,546)         (4,501,905)
Transfers between portfolios and between
portfolios and general account .....................         11,112,397          16,686,473           6,503,296           4,046,815
                                                           ------------        ------------        ------------        ------------

Total gross deposits net of
transfers to general account .......................         66,031,130          82,627,290          29,118,507          28,924,602

Deductions:
Policyholder charges ...............................            175,296              50,114              82,846              41,864
                                                           ------------        ------------        ------------        ------------


Net deposits from policyholders ....................       $ 65,855,834        $ 82,577,176        $ 29,035,661        $ 28,882,738
                                                           ============        ============        ============        ============
</TABLE>

                                                  ------------------------------
                                                         PPM America/JNL
                                                         High Yield Bond
                                                  ------------------------------
                                                           Year ended
                                                           December 31,
                                                  ------------------------------
                                                      1998               1997
                                                  ------------     -------------

Proceeds from units issued ...................    $ 39,826,976     $ 44,481,004
Value of units redeemed ......................      (4,032,454)      (6,127,340)
Transfers between portfolios and between
portfolios and general account ...............      (1,083,299)       4,294,304
                                                  ------------     ------------

Total gross deposits net of
transfers to general account .................      34,711,223       42,647,968

Deductions:
Policyholder charges .........................          87,388           29,655
                                                  ------------     ------------


Net deposits from policyholders ..............    $ 34,623,835     $ 42,618,313
                                                  ============     ============
<PAGE>
<TABLE>
<CAPTION>

                                                          -------------------------------------------------------------------------
                                                                 PPM America/JNL                        Salomon Brothers/JNL
                                                                   Money Market                               Global Bond
                                                          --------------------------------        ---------------------------------
                                 
                                                                     Year ended                              Year ended  
                                                                    December 31,                             December 31,
                                                           --------------------------------        ---------------------------------
                                                              1998               1997                  1998                1997     
                                                           -------------     --------------        ---------------   ---------------

<S>                                                        <C>                 <C>                 <C>                 <C>         
Proceeds from units issued .........................       $ 30,782,206        $ 86,733,951        $ 10,063,455        $ 22,112,972
Value of units redeemed ............................         (7,926,544)        (34,907,833)         (1,972,251)         (3,260,129)
Transfers between portfolios and between
portfolios and general account .....................        (13,392,940)        (34,311,907)           (664,160)          1,866,715

Total gross deposits net of
transfers to general account .......................          9,462,722          17,514,211           7,427,044          20,719,558

Deductions:
Policyholder charges ...............................            221,712              28,346              44,726              23,302


Net deposits from policyholders ....................       $  9,241,010        $ 17,485,865        $  7,382,318        $ 20,696,256
</TABLE>
<TABLE>
<CAPTION>
                                                          -------------------------------------------------------------------------
                                                              Salomon Brothers/JNL U.S.                  T. Rowe Price/JNL
                                                              Government & Quality Bond                  Established Growth
                                                          --------------------------------        ---------------------------------
                                 
                                                                     Year ended                              Year ended  
                                                                    December 31,                             December 31,
                                                           --------------------------------        ---------------------------------
                                                              1998               1997                  1998                1997     
                                                           -------------     --------------        ---------------   ---------------

<S>                                                        <C>                 <C>                 <C>                 <C>         
Proceeds from units issued .........................       $ 14,609,255        $ 16,616,279        $ 52,824,458        $ 67,808,925
Value of units redeemed ............................         (1,850,919)         (3,601,095)         (7,327,082)        (10,747,430)
Transfers between portfolios and between
portfolios and general account .....................         21,189,057            (336,485)         11,596,227          10,198,231
                                                           ------------        ------------        ------------        ------------

Total gross deposits net of
transfers to general account .......................         33,947,393          12,678,699          57,093,603          67,259,726

Deductions:
Policyholder charges ...............................             34,306              15,208             204,723              80,898
                                                           ------------        ------------        ------------        ------------


Net deposits from policyholders ....................       $ 33,913,087        $ 12,663,491        $ 56,888,880        $ 67,178,828
                                                           ============        ============        ============        ============
</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
                                                           -------------------------------------------------------------------------
                                                                T. Rowe Price/JNL
                                                               International Equity                      T. Rowe Price/JNL
                                                                     Investment                            Mid-Cap Growth
                                                           --------------------------------        ---------------------------------
                                 
                                                                     Year ended                              Year ended  
                                                                    December 31,                             December 31,
                                                           --------------------------------        ---------------------------------
                                                              1998               1997                  1998                1997     
                                                           -------------     --------------        ---------------   ---------------

<S>                                                        <C>                 <C>                 <C>                 <C>         
Proceeds from units issued .........................       $  9,234,204        $ 31,886,802        $ 35,690,323        $ 63,794,416
Value of units redeemed ............................         (2,825,426)         (6,517,887)         (5,078,043)        (11,648,973)
Transfers between portfolios and between
portfolios and general account .....................           (628,509)          3,808,627             271,174           6,231,186

Total gross deposits net of
transfers to general account .......................          5,780,269          29,177,542          30,883,454          58,376,629

Deductions:
Policyholder charges ...............................             84,050              38,653             162,825              80,229


Net deposits from policyholders ....................       $  5,696,219        $ 29,138,889        $ 30,720,629        $ 58,296,400
</TABLE>

                                             -----------------------------------
                                                  JNL/S&P            JNL/S&P
                                                Conservative         Moderate
                                             ------------------  ---------------
                                                 Period from       Period from
                                               April 9, 1998*     April 8, 1998*
                                              to December 31,    to December 31,
                                                    1998              1998
                                             ------------------  ---------------

Proceeds from units issued ...................    $  3,632,331     $  6,145,126
Value of units redeemed ......................         (65,201)         (88,136)
Transfers between portfolios and between
portfolios and general account ...............       5,843,640        5,519,988

Total gross deposits net of
transfers to general account .................       9,410,770       11,576,978

Deductions:
Policyholder charges .........................             228              952


Net deposits from policyholders ..............    $  9,410,542     $ 11,576,026


- -------------------------------
*Commencement of operations
<PAGE>
<TABLE>
<CAPTION>
                                                               ---------------------------------------------------------------------
                                                                                    JNL/S&P                                JNL/S&P  
                                                                 JNL/S&P              Very             JNL/S&P             Equity
                                                                Aggressive         Aggressive           Equity           Aggressive
                                                                 Growth I           Growth I           Growth I           Growth I
                                                               -----------        -----------        -----------        -----------
                                                               Period from        Period from        Period from         Period from
                                                                 April 8,           April 1,          April 13,           April 15,
                                                                 1998* to           1998* to           1998* to           1998* to
                                                               December 31,       December 31,       December 31,       December 31,
                                                                   1998               1998               1998               1998
                                                               -----------        -----------        -----------        -----------
                                                    
<S>                                                            <C>                <C>                <C>                <C>        
Proceeds from units issued .............................       $ 2,442,603        $ 1,764,667        $ 2,541,056        $ 1,516,903
Value of units redeemed ................................           (28,931)           (88,630)            (2,744)           (10,701)
Transfers between portfolios and between
portfolios and general account .........................         1,641,523            484,744          1,998,887          1,394,684
                                                               -----------        -----------        -----------        -----------

Total gross deposits net of
transfers to general account ...........................         4,055,195          2,160,781          4,537,199          2,900,886

Deductions:
Policyholder charges ...................................               981              4,143                 68                176
                                                               -----------        -----------        -----------        -----------


Net deposits from policyholders ........................       $ 4,054,214        $ 2,156,638        $ 4,537,131        $ 2,900,710
                                                               ===========        ===========        ===========        ===========
</TABLE>
<PAGE>
                     Jackson National Life Insurance Company

                                and Subsidiaries



                                    [GRAPHIC]














                        Consolidated Financial Statements


                                December 31, 1998






<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, 1998 and 1997,  and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 1998, 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/ PricewaterhouseCoopers LLP



February 5, 1999




<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                       Consoldiated Financial Statements

Consolidated Balance Sheet
(In thousands)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                           ------------------  -----------------
Assets                                                                            1998               1997
- ------                                                                     ------------------  -----------------
<S>                                                                           <C>                <C>        
   Investments:                                                                                
     Cash and short-term investments                                            $ 2,487,418        $ 3,133,163
     Investments available for sale, at market value:                                          
        Fixed maturities (amortized cost: 1998, $26,615,730; 1997,               27,304,968         26,604,978
       $25,622,420)                                                                            
        Equities (cost: 1998, $247,307; 1997, $157,916)                             319,831            252,963
     Mortgage loans, net of allowance                                             2,465,807          1,597,223
     Policy loans                                                                   652,628            624,192
     Other invested assets                                                          415,493            171,220
                                                                           ------------------  -----------------
         Total investments                                                       33,646,145         32,383,739
                                                                                               
   Accrued investment income                                                        427,297            386,412
   Deferred acquisition costs                                                     1,311,314          1,140,034
   Variable annuity assets                                                        1,951,659          1,122,239
   Reinsurance recoverable                                                          256,189            226,219
   Value of acquired insurance in force                                             154,402            169,245
   Other assets                                                                      91,750             80,197
                                                                           ==================  =================
         Total assets                                                          $ 37,838,756       $ 35,508,085
                                                                           ==================  =================
                                                                                               
Liabilities and Stockholder's Equity                                                           
     Liabilities                                                                               
     Policy reserves and liabilities:                                                          
       Reserves for future policy benefits                                     $    650,305         $  635,428
       Deposits on investment contracts                                          25,135,640         25,152,074
       Guaranteed investment contracts                                            4,566,859          2,769,249
       Other policyholder funds                                                      12,262             15,674
       Claims payable                                                               168,278            159,022
     Reverse repurchase and dollar roll repurchase agreements                       922,121          1,426,473
     Variable annuity liabilities                                                 1,951,659          1,122,239
     Surplus note payable                                                           249,176            249,168
     Liability for guaranty fund assessments                                         66,846             81,776
     Income taxes currently payable to Parent                                       178,236            143,295
     Deferred income taxes                                                           23,122             43,086
     Securities lending payable                                                     425,000            607,000
     Other liabilities                                                              607,250            488,452
                                                                           ------------------  -----------------
         Total liabilities                                                       34,956,754         32,892,936
                                                                           ------------------  -----------------
                                                                                               
     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                                                   1,360,982            832,982
     Net unrealized gain on investments,                                                       
       net of tax of $175,147 in 1998 and  $237,212 in 1997                         325,273            440,537
     Retained earnings                                                            1,181,947          1,327,830
                                                                           ------------------  -----------------
     Total stockholder's equity                                                   2,882,002          2,615,149
                                                                           ==================  =================
         Total liabilities and stockholder's equity                           $  37,838,756       $ 35,508,085
                                                                           ==================  =================
</TABLE>


          See accompanying notes to consolidated financial statements.
<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                       Consolidated Financial Statements

Consolidated Income Statement
(In thousands)

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

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                               1998                 1997                1996
                                                          -----------------    -----------------  ------------------
Revenues
<S>                                                       <C>                  <C>                <C>             
   Premiums and other considerations                      $        263,686     $        275,851   $        292,448

   Net investment income                                         2,478,277            2,333,509          1,997,032

   Net realized investment gains                                    69,446               80,335             18,573

   Fee income:
     Mortality charges                                             136,040              136,285            123,245
     Surrender charges                                              76,878               66,638             64,933
     Expense charges                                                19,217               20,175             20,641
     Variable annuity fees                                          21,411               10,202              1,948
     Net asset management fees                                       7,044                5,219                946
     Net retained commissions                                          396                  443                325
                                                          -----------------    -----------------  ------------------
   Total fee income                                                260,986              238,962            212,038

   Other income                                                     32,974               31,251             28,741
                                                          -----------------    -----------------  ------------------
     Total revenues                                              3,105,369            2,959,908          2,548,832
                                                          -----------------    -----------------  ------------------

Benefits and Expenses
   Death benefits                                                  274,219              279,014            282,973
   Interest credited on deposit liabilities                      1,664,133            1,586,249          1,449,852
   Interest expense on surplus notes and reverse
      repurchase agreements                                        121,035              107,738                  -
   Increase (decrease) in reserves, net of
      reinsurance recoverables                                     (20,712)             (23,292)             3,568
   Other policyholder benefits                                      10,534               16,170             14,446
   Commissions                                                     208,177              274,906            232,901
   General and administrative expenses                             169,274              169,473            146,800
   Taxes, licenses and fees                                         14,152               21,852             23,535
   Deferral of policy acquisition costs                           (251,166)            (320,246)          (262,351)
   Amortization of acquisition costs:                                                              
     Attributable to operations                                    194,045              191,425            167,727
     Attributable to net realized investment gains                  24,096               24,687              7,335
   Amortization of insurance in force                               14,843               14,039             13,279
                                                          -----------------    -----------------  ------------------
     Total benefits and expenses                                 2,422,630            2,342,015          2,080,065
                                                          -----------------    -----------------  ------------------
     Pretax income                                                 682,739              617,893            468,767
   Income tax expense                                              239,000              216,300            164,100
                                                          -----------------    -----------------  ------------------
     Net income                                           $        443,739     $        401,593    $       304,667
                                                          =================    =================  ==================
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                        Consolidated Financial Statements

Consolidated Statement of Stockholder's Equity
(In thousands)

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

                                                                      Years Ended December 31,
                                                           1998                 1997                 1996
                                                     -------------------  -------------------  -------------------

<S>                                                  <C>                  <C>                  <C>            
Common stock, beginning and end of year              $         13,800     $         13,800     $         13,800
                                                     -------------------  -------------------  -------------------
Additional paid-in capital
Beginning of year                                             832,982              648,982              603,982
    Capital contributions                                     528,000              184,000               45,000
                                                     -------------------  -------------------  -------------------
End of year                                                 1,360,982              832,982              648,982
                                                     -------------------  -------------------  -------------------
Accumulated other comprehensive income
Beginning of year                                             440,537              180,432              389,883
    Net unrealized gain (loss) on investments,
       net of tax of $(62,065) in 1998, $140,057 in
       1997, and $(112,782) in 1996                          (115,264)             260,105             (209,451)
                                                     -------------------  -------------------  -------------------
End of year                                                   325,273              440,537              180,432
                                                     -------------------  -------------------  -------------------
Retained earnings
Beginning of year                                           1,327,830            1,170,737              885,570
    Net income                                                443,739              401,593              304,667
    Dividends paid to stockholder                            (589,622)            (244,500)             (19,500)
                                                     -------------------  -------------------  -------------------
End of year                                                 1,181,947            1,327,830            1,170,737
                                                     -------------------  -------------------  -------------------
Total stockholder's equity                           $      2,882,002     $      2,615,149     $      2,013,951
                                                     ===================  ===================  ===================
</TABLE>


<TABLE>
<CAPTION>

                                                                      Years Ended December 31,
                                                           1998                 1997                 1996
                                                     -------------------  -------------------  ------------------
<S>                                                  <C>                   <C>                 <C>             
Comprehensive Income
Net income                                           $        443,739      $         401,593   $        304,667
Net unrealized gain (loss) on investments,
       net of tax of $(62,065) in 1998, $140,057 in
       1997, and $(112,782) in 1996                          (115,264)               260,105           (209,451)
                                                     ===================  ===================  ==================
Comprehensive income                                 $        328,475      $         661,698   $         95,216
                                                     ===================  ===================  ==================
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                       Consolidated Financial Statements

Consolidated Statement of Cash Flows
(In thousands)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            Years Ended December 31,
                                                                   1998                1997             1996
                                                              ----------------    ---------------- -----------------
<S>                                                           <C>                 <C>             <C>           
Cash flows from operating activities:
     Net income                                               $      443,739      $       401,593  $      304,667
     Adjustments  to  reconcile  net income to net cash  
       provided  by  operating activities:
         Net realized investment gains                                (69,446)            (80,335)        (18,573)
         Interest credited on deposit liabilities                   1,664,133           1,586,249       1,449,852
         Other charges                                               (253,546)           (233,300)       (210,767)
         Amortization of discount and premium on
           investments                                               (104,586)            (18,437)        (55,808)
         Change in:
              Deferred income taxes                                    42,100              34,500          44,600
              Accrued investment income                               (40,885)            (48,313)        (11,077)
              Deferred acquisition costs                              (33,025)           (104,134)        (87,289)
              Value of acquired insurance in force                     14,843              14,039          13,279
              Income taxes currently payable to Parent                 34,941               2,931          38,317
              Other assets and liabilities, net                       (98,924)            659,413         (92,839)
                                                              ----------------    ---------------- -----------------
     Net cash provided by operating activities                      1,599,344           2,214,206       1,374,362
                                                              ----------------    ---------------- -----------------

Cash flows from investing activities:
     Sales of:
         Fixed maturities and equities available for sale           6,923,936           9,078,616       3,281,105
         Mortgage loans                                               127,201              47,282          16,360
     Principal repayments, maturities, calls and redemptions:
         Available for sale                                         1,020,281             960,844       1,052,506
         Held to maturity                                                   -                   -         465,862
     Purchases of:
         Fixed maturities and equities available for sale          (8,847,509)        (11,588,708)     (5,716,350)
         Fixed maturities held to maturity                                  -                   -        (557,749)
         Mortgage loans                                            (1,008,131)           (801,008)       (685,938)
     Other investing activities                                      (769,833)          1,332,795               -
                                                              ----------------    ---------------- -----------------
     Net cash used by investing activities                         (2,554,055)           (970,179)     (2,144,204)
                                                              ----------------    ---------------- -----------------

Cash flows from financing activities: 
     Policyholders account balances:
         Deposits                                                   5,185,920           5,244,103       4,179,286
         Withdrawals                                               (4,306,150)         (3,599,724)     (2,540,112)
         Net transfers to separate accounts                          (509,182)           (604,152)       (322,674)
     Surplus note payable                                                   -             249,163               -
     Payment of cash dividends to Parent                             (589,622)           (244,500)        (19,500)
     Capital contribution from Parent                                 528,000             184,000          45,000
                                                              ----------------    ---------------- -----------------
     Net cash provided by financing activities                        308,966           1,228,890       1,342,000
                                                              ----------------    ---------------- -----------------
     Net increase (decrease) in cash and short-term
       investments                                                   (645,745)          2,472,917         572,158
Cash and short-term investments, beginning of period                3,133,163             660,246          88,088
                                                              ================    ================ =================
Cash and short-term investments, end of period                 $    2,487,418       $   3,133,163  $      660,246
                                                              ================    ================ =================
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
            Jackson National Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1998
- --------------------------------------------------------------------------------
1.   Nature of Operations

     Jackson National Life Insurance  Company (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,  LLC,  an  investment  advisor  and
     transfer agent;  Jackson National Life Distributors,  Inc., a broker dealer
     and JNL Thrift Holdings, Inc., a bank holding company.

     On November 10, 1998, JNL Thrift Holdings,  Inc.  completed its acquisition
     of First Federal Savings and Loan  Association of San Bernardino,  a thrift
     located in San Bernardino, California. Following the acquisition the thrift
     was renamed Jackson Federal Savings Bank ("Jackson Federal").  The purchase
     price amounted to $6.5 million.  Additional  capital  contributions of $4.2
     million  were made by the  Company.  Jackson  Federal  had total  assets of
     $110.0  million  and  deposits  of  $105.8  million  at  the  date  of  the
     acquisition.  The $3.8 million  excess of the purchase  price over the fair
     value of assets  acquired was allocated to goodwill and core deposits.  The
     core deposits will be amortized over 7 years and goodwill will be amortized
     over 15 years. The acquisition was accounted for by the purchase method and
     the results of Jackson  Federal are  included  in the  consolidated  income
     statement from the date of acquisition.

     During the second  quarter  of 1997,  the  Company  sold  Jackson  National
     Compania  De  Seguros De Vida S.A,  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.

     Changes in Accounting Principles

     Effective  January 1, 1998, JNL adopted  Statement of Financial  Accounting
     Standards No. 130,  Reporting  Comprehensive  Income ("SFAS 130"). SFAS 130
     establishes  standards  for  reporting and  presentation  of  comprehensive
     income and its components in the financial statements. Comprehensive income
     includes all changes in  shareholder's  equity  (except  those arising from
     transactions with owners/shareholders) and, in the Company's case, includes
     net  income  and net  unrealized  gains/(losses)  on  securities.  SFAS 130
     requires additional disclosures in the financial statements,  but it has no
     impact  on  the  Company's  financial  position  or  net  income.  Realized
     investment  gains  on  securities  held  as of the  beginning  of the  year
     totaling $128.3 million,  $98.1 million and $57.9 million in 1998, 1997 and
     1996,  respectively,  had unrealized  appreciation of $107.4 million, $45.8
     million  and  $76.5   million  at  December  31,   1997,   1996  and  1995,
     respectively.  Prior year financial  statements  have been  reclassified to
     conform with the current year presentation.





<PAGE>



2.   Summary of Significant Accounting Policies (continued)

     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  consist of debt  securities and commercial  loans.  Debt
     securities   include   bonds,   notes,    redeemable    preferred   stocks,
     mortgage-backed  securities and structured securities.  All debt securities
     are  considered  available  for sale and are  carried at  aggregate  market
     value.  Debt  securities are reduced to estimated net realizable  value for
     declines in market value considered to be other than temporary.  Commercial
     loans  include  certain  term  and  revolving  notes  as  well  as  certain
     receivables arising from asset based lending  activities.  Commercial loans
     are carried at outstanding  principal balances,  less an allowance for loan
     losses.

     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 and an allowance  for loan losses.  The
     allowance for loan losses is maintained at a level  considered  adequate to
     absorb losses inherent in the mortgage loan portfolio.

     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 investments
     are  amortized  to  investment  income  using call or maturity  dates.  The
     changes  in  unrealized  gains  or  losses  on  investments  classified  as
     available for sale,  net of tax and the effect of the deferred  acquisition
     costs adjustment,  are excluded from net income and included as a component
     of comprehensive income in 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, 1998 and 1997 hedge  available  for sale  securities  and are
     carried at fair value with the change in value  reflected in  comprehensive
     income and stockholder's equity.  Amounts paid or received on interest rate
     swap agreements 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.





<PAGE>

2.   Summary of Significant Accounting Policies (continued)

     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, 1998 and 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
     10  years.  Put-swaptions,  designated  as a hedge  of  available  for sale
     securities, are carried at fair value with the change in value reflected in
     comprehensive income and 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 bond index swaps and equity index swaps were held for investment
     purposes  in 1998,  1997 and 1996.  Emerging  market  bond index  swaps and
     equity index futures were held for investment purposes in 1998.

     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.

     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 fixed  maturities
     and equity  securities  available for sale, net of tax, that is credited or
     charged   directly  to   stockholder's   equity  and  is  a  component   of
     comprehensive  income.  Deferred  acquisition  costs have been decreased by
     $245.3   million  and  $383.6  million  at  December  31,  1998  and  1997,
     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.


<PAGE>


 2.   Summary of Significant Accounting Policies (continued)

     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 and
     Jackson  National  Life  Insurance  Company of New York.  In years prior to
     1998, JNL filed a  consolidated  federal income tax return with Brooke Life
     only. The non-life  insurance  company  subsidiaries  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.  The reserve for equity
     index-linked  annuities  is based upon the 3%  guaranteed  contract  value;
     obligations  in excess of this amount are hedged through the use of futures
     contracts and call options.

     Variable Annuity Assets and Liabilities
     The assets and  liabilities  resulting  from  individual  variable  annuity
     contracts  which  aggregated  $1,908.1  million  and  $1,082.7  million  at
     December  31,  1998 and 1997,  respectively,  are  segregated  in  separate
     accounts.  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 Jackson
     National  Separate  Account - II and  aggregated  $43.6  million  and $39.5
     million at December 31, 1998 and 1997,  respectively.  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.


<PAGE>


2.   Summary of Significant Accounting Policies (continued)

     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
     policyholder  deposits.  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:
     Fair values for debt  securities  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.
     For commercial loans, carrying value approximates fair value.

     Equity Securities:
     Fair  values  for  common  and  non-redeemable  preferred  stock  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
     $2,682.7  million  and  $1,655.6  million at  December  31,  1998 and 1997,
     respectively.

     Policy Loans:
     Fair value  approximates  carrying value since policy loan balances  reduce
     the amount payable at death or surrender of the contract.

     Derivatives:
     Fair values are based on quoted  market  prices,  estimates  received  from
     financial institutions, or valuation pricing models.

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

     Annuity Reserves:
     Fair  values for  immediate  annuities,  without  mortality  features,  are
     derived by  discounting  the future  estimated  cash  flows  using  current
     interest rates with similar maturities.  For deferred annuities, fair value
     is based on account value less  surrender  charges.  The carrying value and
     fair value of such annuities  approximated $20.0 billion and $19.1 billion,
     respectively,  at December 31, 1998,  and $21.2 billion and $20.1  billion,
     respectively, at December 31, 1997.
<PAGE>


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  $4.6 billion,  at December 31,
     1998, and $2.8 billion at December 31, 1997.

     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 $1,861.7 million and $1,056.8 million at
     December 31, 1998 and 1997, 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 $288.9 million
     and  $276.2  million  at  December  31,  1998 and 1997,  respectively.  The
     carrying value of reverse repurchase and dollar roll repurchase  agreements
     approximates fair value.

4.   Investments

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

     Fixed Maturities
     The following  table sets forth fixed maturity  investments at December 31,
     1998,  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, 1998,  investments rated by
     the Company's  investment advisor totaled $1.1 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                                            20.7%
              AA                                              2.1
              A                                              21.0
              BBB                                            21.5
                                                 ---------------------
                  Investment grade                           65.3
                                                 ---------------------
              BB                                              4.5
              B and below                                     2.4
                                                 ---------------------
                  Below investment grade                      6.9
                                                 ---------------------
                  Total fixed maturities                     72.2
                                                 ---------------------
              Other assets                                   27.8
                                                 =====================
                  Total assets                              100.0%
                                                 =====================
<PAGE>


4.   Investments (continued)

     The amortized  cost and estimated  market value of fixed  maturities are as
     follows (in thousands):

<TABLE>
<CAPTION>
                                                                                  Gross               Gross              Estimated
                                                           Amortized           Unrealized           Unrealized             Market
December 31, 1998                                            Cost                 Gains               Losses                Value
- -----------------                                       -------------          -----------          -----------          -----------
<S>                                                       <C>                  <C>                  <C>                  <C>        
U.S. Treasury securities .......................          $    11,372          $       276          $        19          $    11,629
U.S. Government agencies
     and foreign governments ...................              210,907               19,512                4,188              226,231
Public utilities ...............................              512,375               25,274                   23              537,626
Corporate securities
     and commercial loans ......................           13,929,370              671,454              220,363           14,380,461
Mortgage-backed securities .....................           11,951,706              265,076               67,761           12,149,021
                                                          -----------          -----------          -----------          -----------
     Total .....................................          $26,615,730          $   981,592          $   292,354          $27,304,968
                                                          -----------          ===========          ===========          ===========
</TABLE>
<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
      and commercial loans .....................           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
                                                          ===========          ===========          ===========          ===========
</TABLE>

     Gross unrealized gains pertaining to equity securities at December 31, 1998
     and 1997  were  $94.3  million  and  $102.7  million,  respectively.  Gross
     unrealized losses at December 31, 1998 and 1997 were $21.8 million and $7.7
     million, respectively.

     The  amortized  cost and  estimated  market  value of fixed  maturities  at
     December 31,  1998,  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 (in thousands):

                                                     Amortized        Estimated
                                                        Cost        Market Value
                                                    -----------     ------------
Due in 1 year or less ........................      $   389,300      $   405,724
Due after 1 year through 5 years .............        2,942,542        2,965,561
Due after 5 years through 10 years ...........        5,664,540        5,758,903
Due after 10 years through 20 years ..........        2,104,894        2,274,803
Due after 20 years ...........................        3,562,748        3,750,956
Mortgage-backed securities ...................       11,951,706       12,149,021
                                                    ===========      ===========
     Total ...................................      $26,615,730      $27,304,968
                                                    ===========      ===========
<PAGE>


4.   Investments (continued)

     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  to reflect actual  payments to date and anticipated
     future payments.

     Fixed  maturities  with a carrying  value of $6.7  million and $6.6 million
     were on deposit with regulatory  authorities at December 31, 1998 and 1997,
     respectively,  as required by law in various  states in which the insurance
     operations conduct business.

     Mortgage Loans
     Mortgage  loans,  net of  allowance  for loan  losses,  are as follows  (in
thousands):

                                                          December 31,
                                                    1998                 1997
                                                 ----------           ----------
Single Family ........................           $       87           $    1,596
Commercial ...........................            2,465,720            1,595,627
                                                 ==========           ==========
     Total ...........................           $2,465,807           $1,597,223
                                                 ==========           ==========

     At December 31, 1998,  mortgage  loans were  collateralized  by  properties
     located  in 36  states  and  Canada.  Approximately  17% 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 $10.2 million, $38.9 million and $3.3 million
     in 1998, 1997 and 1996, respectively. At December 31, 1998, the Company has
     unfunded  commitments  related to its  investments in limited  partnerships
     totaling $270.6 million.

     Derivatives
     The fair value of  derivatives  reflects  the  estimated  amounts  that the
     Company  would receive or pay upon  termination  of the  contracts,  net of
     payment  accruals,  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.

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

                                                                 December 31,
                                              1998                                           1997
                           -----------------------------------------   ------------------------------------------
                            Contractual/                               Contractual/
                             Notional        Fair          Gain/         Notional       Fair           Gain/
                              Amount        Value         (Loss)          Amount        Value          (Loss)
                           -----------   ------------   ------------   -----------   -----------    -------------
<S>                        <C>           <C>            <C>            <C>           <C>            <C>         
     Interest rate swaps   $ 3,300,000   $   (57,337)   $   (57,337)   $ 3,138,000   $    (9,257)   $    (9,257)
     Index swaps .......       650,000          --            3,630      1,000,000          --           11,196
     Put-swaptions .....    34,500,000         2,987        (16,013)    37,000,000         3,531        (16,273)
     Futures ...........        48,844          --            3,020         32,435          --              282
     Call options ......       811,691       298,851        169,020        385,797       114,161         42,415
</TABLE>
<PAGE>


4.    Investments (continued)

     In 1998, the Company recorded a loss of $20.2 million in investment  income
     related to derivative  instruments.  Income on derivatives of $35.8 million
     and $24.3 million was recorded in 1997 and 1996, respectively.  Included in
     these  amounts  was a loss of $6.1  million  in 1998,  and  income of $36.3
     million,  and $12.6  million,  in 1997 and 1996,  respectively,  related to
     investment activity. During 1998, the Company also incurred a realized loss
     of $10.1 million on the  termination  of emerging  market bond index swaps.
     The average notional amount of swaps  outstanding was $4.3 billion and $3.3
     billion in 1998 and 1997, respectively. Included in the average outstanding
     amount  were high yield and  emerging  market  bond index  swaps and equity
     index  swaps of  $231.1  million  and  $461.7  million  in 1998  and  1997,
     respectively.  The average outstanding contractual amount of equity futures
     held for investment purposes was $57.6 million during 1998.

     Securities Lending
     The Company has entered into a securities  lending  agreement with an agent
     bank whereby blocks of securities  are loaned to third  parties,  primarily
     major brokerage firms. As of December 31, 1998 and 1997, the estimated fair
     value  of  loaned   securities  was  $440.2  million  and  $674.4  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.  Cash
     collateral  received in the amount of $425.0  million and $607.0 million at
     December  31, 1998 and 1997,  respectively,  was  invested in a pooled fund
     managed by the agent bank and  included in  short-term  investments  of the
     Company.  A related  payable  recognized  for cash  collateral  received is
     included in liabilities.


5.   Investment Income and Realized Gains and Losses

     The sources of net  investment  income by major category are as follows (in
thousands):

                                                Years ended December 31,
                                          1998           1997           1996
                                      -----------    -----------    -----------
     Fixed maturities .............   $ 2,160,543    $ 2,003,256    $ 1,872,820
     Other investment income ......       360,846        359,948        140,717
                                      -----------    -----------    -----------
       Total investment income ....     2,521,389      2,363,204      2,013,537
     Less investment expenses .....       (43,112)       (29,695)       (16,505)
                                      -----------    -----------    -----------
       Net investment income ......   $ 2,478,277    $ 2,333,509    $ 1,997,032
                                      ===========    ===========    ===========

     Net realized investment gains and losses are as follows (in thousands):

                                                Years ended December 31,
                                          1998           1997           1996
                                      -----------    -----------    -----------
Sales of fixed maturities
  Gross gains .....................     $ 120,325      $ 121,916      $  78,099
  Gross losses ....................       (29,121)       (46,009)       (36,624)
Sales of equity securities
  Gross gains .....................        25,682         50,643         20,886
  Gross losses ....................          (100)          (783)        (5,329)
Impairment losses .................       (31,532)       (39,415)       (29,500)
Other invested assets, net ........       (15,808)        (6,017)        (8,959)
                                        ---------      ---------      ---------
  Total ...........................     $  69,446      $  80,335      $  18,573
                                        =========      =========      =========
<PAGE>


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  as  follows  (in
thousands):

                                                      Years ended December 31,
                                                      1998              1997
                                                    ---------         ----------
Balance, beginning of year .................        $ 169,245         $ 183,284
Amortization, net of interest ..............          (14,843)          (14,039)
                                                    ---------         ---------
Balance, end of year .......................        $ 154,402         $ 169,245
                                                    =========         =========

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

                         1999                             $  16,000
                         2000                                17,000
                         2001                                18,000
                         2002                                19,000
                         Thereafter                          84,402
                                                    -----------------
                              Total                               $
                                                            154,402
                                                    =================

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 $20.8 million and $16.3 million in
     1998 and 1997, respectively.

     Reverse Repurchase and Dollar Roll Repurchase Agreements
     During 1998 and 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 during 1998 and 1997, at weighted average
     interest rates of 5.49% and 5.39%,  respectively.  Interest expense on such
     agreements  was  $100.2  million  and  $91.4  million  in  1998  and  1997,
     respectively.  The highest level of short-term  borrowings at any month end
     was $2.4 billion in 1998 and $3.8 billion in 1997.
<PAGE>


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  retains the liability.  The maximum amount of life insurance risk
     retained by the 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 is as follows (in thousands):

                                              Years ended December 31,
                                        1998             1997            1996
                                      ---------       ---------       ----------
Direct premiums ................      $ 356,368       $ 352,256       $ 358,533
Assumed premiums ...............          5,162           5,354          10,961
Less reinsurance ceded .........        (97,844)        (81,759)        (77,046)
                                      =========       =========       =========
  Total net premiums ...........      $ 263,686       $ 275,851       $ 292,448
                                      =========       =========       =========

     Components  of  the  reinsurance  recoverable  asset  are  as  follows  (in
thousands):

                                                            December 31,
                                                       1998               1997
                                                     --------           --------
Ceded reserves ...........................           $237,971           $202,385
Ceded claims liability ...................              9,132             11,369
Ceded - other ............................              9,086             12,465
                                                     ========           ========
  Total ..................................           $256,189           $226,219
                                                     ========           ========

     Reserves reinsured through Brooke Life were $79.1 million and $83.4 million
     at December 31, 1998 and 1997, respectively.

9.   Federal Income Taxes

     The components of the provision for federal income taxes are as follows (in
     thousands):

                                                    Years ended December 31,
                                                1998         1997         1996
                                              --------     --------     --------
Current tax expense .....................     $196,900     $181,800     $119,500
Deferred tax expense ....................       42,100       34,500       44,600
                                              --------     --------     --------
Provision for federal income taxes ......     $239,000     $216,300     $164,100
                                              ========     ========     ========

     The federal  income tax  provisions  differ from the amounts  determined by
     multiplying  pretax income by the statutory  federal income tax rate of 35%
     for 1998, 1997 and 1996 as follows (in thousands):

                                                   Years ended December 31,
                                               1998         1997         1996
                                             --------     --------     --------
Income taxes at statutory rate ..........    $238,959     $216,263     $164,069
Other ...................................          41           37           31
                                             --------     --------     --------
Provision for federal income taxes ......    $239,000     $216,300     $164,100
                                             ========     ========     ========

Effective tax rate ......................        35.0%        35.0%        35.0%
                                             ========     ========     ========

<PAGE>

9.   Federal Income Taxes (continued)

     Federal  income taxes paid were $161.9  million,  $178.9  million and $81.2
     million, in 1998, 1997 and 1996, respectively.

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

                                                                     December 31,
                                                                  1998         1997
                                                               ---------    ---------
<S>                                                            <C>          <C>      
Gross deferred tax asset
Policy reserves and other insurance items ..................   $ 611,094    $ 615,877
Difference between financial reporting and the tax basis of:
     Assets acquired .......................................      14,035        9,309
     Insolvency fund assessments ...........................      28,553       30,020
     Other, net ............................................      10,288       29,959
                                                               ---------    ---------
Total deferred tax asset ...................................     663,970      685,165
                                                               ---------    ---------

Gross deferred tax liability
Deferred acquisition costs .................................    (334,851)    (278,049)
Difference between financial reporting and the tax basis of
   value of the insurance in-force .........................     (54,041)     (59,236)
Difference between financial reporting and the tax basis of
   other assets ............................................      (1,696)      (3,555)
Net unrealized gains on available for sale securities ......    (261,013)    (371,466)
Other, net .................................................     (35,491)     (15,945)
                                                               ---------    ---------
Total deferred tax liability ...............................    (687,092)    (728,251)
                                                               ---------    ---------

Net deferred tax liability .................................   $ (23,122)   $ (43,086)
                                                               =========    =========
</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  1998,  the  Company's  reserve  for  future  state  guaranty  fund
     assessments was $66.8 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 $892 million and $675 million at
     December 31, 1998 and 1997, 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, 1999 the maximum
     amount of dividends that can be paid by the Company  without prior approval
     of the Commissioner under this limitation approximated $321.8 million.

     The  Company  received  capital  contributions  from its  parent  of $528.0
     million,  $184.0  million,  and  $45.0  million  in 1998,  1997,  and 1996,
     respectively.  Dividend  payments were $589.6  million in 1998 and received
     the required approval from the Michigan  Insurance Bureau prior to payment.
     The dividend  payments  were $244.5  million and $19.5  million in 1997 and
     1996, respectively.

     Statutory  capital  and surplus of the  Company  was  $2,127.4  million and
     $1,942.1 million at December 31, 1998 and 1997, respectively. Statutory net
     income of the  Company  was  $321.8  million,  $237.4  million,  and $272.2
     million in 1998, 1997 and 1996, 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 $28.9 million, $20.1 million and $8.7 million
     to PPM for  investment  advisory  services  during  1998,  1997  and  1996,
     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, 1998, the aggregate amount  outstanding on the Brooke Life notes was as
     follows (in thousands):

               Principal                               $    633,000
               Accrued interest                               4,106
                                                ---------------------
                    Total                              $    637,106
                                                =====================

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  eligible  compensation  paid to
     participating  employees during the year. The Company's  expense related to
     this plan was $3.8 million in 1998,  $4.3 million in 1997, and $2.4 million
     in 1996.
<PAGE>
PART C.  OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

         (a) Financial Statements:
                  (1)      Financial  statements and schedules  included in Part
                           A:

                           Condensed Financial Information

                  (2)      Financial  statements and schedules  included in Part
                           B:

                           Jackson National Separate Account - I:
                                    Report of Independent Accountants
                                    Statement of Assets and Liabilities as of
                                        December 31, 1998
                                    Statement of Operations for the Year Ended
                                        December 31, 1998
                                    Statement of  Changes  in Net Assets for the
                                       Years  Ended  December  31, 1998 and
                                       December 31, 1997
                                    Schedule of Investments at December 31, 1998
                                    Notes to Financial Statements

                           Jackson National Life Insurance Company:
                                    Report of Independent Accountants
                                    Consolidated Balance Sheet at December 31,
                                        1998 and 1997
                                    Consolidated Statement of Operations for the
                                        years ended December 31, 1998, 1997 and
                                        1996
                                    Consolidated Statement of Stockholder's
                                        Equity for the years ended December 31,
                                        1998, 1997 and 1996
                                    Consolidated Statement of Cash flows for the
                                        years ended December 31, 1998, 1997 and
                                        1996
                                    Notes to Consolidated Financial Statements

Item 24.(b)  Exhibits

         Exhibit
         No.               Description
         -------           -----------

         1.                Resolution   of   Depositor's   Board  of   Directors
                           authorizing  the  establishment  of  the  Registrant,
                           attached hereto.

         2.                Not Applicable

         3.                Distribution    Agreement   dated   May   24,   1995,
                           incorporated   by  reference   to  the   Registrant's
                           Post-Effective Amendment Number 3, filed on April
                           30, 1996.

         4.                Form of the  Perspective  Fixed and Variable  Annuity
                           Contract,    incorporated   by   reference   to   the
                           Registrant's Post-Effective Amendment Number 3, filed
                           on April 30, 1996.

         5.a.              Form of the  Perspective  Fixed and Variable  Annuity
                           Application,   incorporated   by   reference  to  the
                           Registrant's Post-Effective Amendment Number 5, filed
                           on April 15, 1997.

           b.              Form  of the  Perspective  Plus  Fixed  and  Variable
                           Annuity Application, incorporated by reference to the
                           Registrant's Post-Effective Amendment Number 5, filed
                           on April 15, 1997.

         6.a.              Articles of Incorporation of Depositor,  incorporated
                           by  reference  to  the  Registrant's   Post-Effective
                           Amendment Number 3, filed on April
                           30, 1996.

           b.              Bylaws of Depositor, incorporated by reference to the
                           Registrant's Post-Effective Amendment Number 3, filed
                           on April 30, 1996.

         7.                Not Applicable

         8.                Not Applicable

         9.                Opinion and Consent of Counsel, attached hereto.

         10.               Consent of Independent Accountants, attached hereto.

         11.               Not Applicable

         12.               Not Applicable

         13.               Schedule of Computation of Performance,  incorporated
                           by  reference  to  the  Registrant's   Post-Effective
                           Amendment Number 3, filed on April
                           30, 1996.

         14.               Not Applicable

Item 25.  Directors and Officers of the Depositor

         Name and Principal                 Positions and Offices
         Business Address                   with Depositor             
         ----------------                   ----------------------

         John B. Banez                      Vice President -
         5901 Executive Drive               Systems and Programming
         Lansing, Michigan  48911

         Barry L. Bulakites                 Vice President - Resource
         5901 Executive Drive               Development
         Lansing, Michigan 48911

         Charles R. Copley, Jr.             Vice President - Corporate
         5901 Executive Drive               Communications
         Lansing, Michigan 48911

         Peter Davis                        Chairman and Director
         142 Holborn Bars
         London, England  EC1N 2NH

         Gerald W. Decius                   Vice President -
         5901 Executive Drive               Systems Model Office
         Lansing, Michigan 48911

         Lisa C. Drake                      Vice President & Actuary
         5901 Executive Drive
         Lansing, Michigan 48911

         Jay A. Elliott                     Senior Vice President -
         5901 Executive Drive               Divisional Director
         Lansing, Michigan  48911           Northeast

         Joseph D. Emanuel                  Vice President & Associate
         5901 Executive Drive               General Counsel
         Lansing, Michigan 48911

         Robert A. Fritts                   Vice President &
         5901 Executive Drive               Controller - Financial
         Lansing, Michigan 48911            Operations

         William A. Gray                    Senior Vice President -
         5901 Executive Drive               Product Development &
         Lansing, Michigan 48911            Special Markets

         Alan C. Hahn                       Senior Vice President -
         5901 Executive Drive               Marketing
         Lansing, Michigan  48911

         Andrew B. Hopping                  Executive Vice President,
         5901 Executive Drive               Chief Financial Officer and
         Lansing, Michigan 48911            Director

         Victor Gallo                       Vice President -
         5901 Executive Drive               Group Pension
         Lansing, Michigan 48911

         Rhonda K. Grant                    Vice President - Government
         5901 Executive Drive               Relations
         Lansing, Michigan 48911

         Wyvetter A. Holcomb                Vice President - Telephone
         5901 Executive Drive               Service Center
         Lansing, Michigan 48911

         Brion S. Johnson                   Vice President -
         5901 Executive Drive               Financial Operations
         Lansing, Michigan 48911            and Treasurer

         Timo P. Kokko                      Vice President - Support
         5901 Executive Drive               Services
         Lansing, Michigan 48911

         Everett W. Kunzelman               Vice President - Underwriting
         5901 Executive Drive
         Lansing, Michigan 48911

         David B. LeRoux                    Senior Vice President -
         5901 Executive Drive               Group Pension
         Lansing, Michigan 48911

         Lynn W. Lopes                      Vice President - Group
         5901 Executive Drive               Pension
         Lansing, Michigan 48911

         Clark P. Manning                   Chief Operating Officer
         5901 Executive Drive
         Lansing, Michigan 48911

         Thomas J. Meyer                    Senior Vice President,
         5901 Executive Drive               General Counsel and
         Lansing, Michigan 48911            Secretary

         Keith R. Moore                     Vice President - Technology
         5901 Executive Drive
         Lansing, Michigan 48911

         P. Chad Myers                      Vice President - Asset
         5901 Executive Drive               Liability Management
         Lansing, Michigan 48911

         J. George Napoles                  Senior Vice President and
         5901 Executive Drive               Chief Information Officer
         Lansing, Michigan 48911

         John O. Norton                     Vice President - Actuary
         5901 Executive Drive
         Lansing, Michigan 48911

         Bradley J. Powell                  Vice President - Institutional
         5901 Executive Drive               Marketing Group
         Lansing, Michigan 48911

         James B. Quinn                     Vice President - Broker
         5901 Executive Drive               Management
         Lansing, Michigan 48911

         Robert P. Saltzman                 President, Chief Executive
         5901 Executive Drive               Officer and Director
         Lansing, Michigan 48911

         Barbra L. Snyder                   Senior Vice President &
         5901 Executive Drive               Chief Actuary
         Lansing, Michigan 48911

         Scott L. Stolz                     Senior Vice President -
         5901 Executive Drive               Administration
         Lansing, Michigan 48911

         Robert M. Tucker                   Vice President - Technical
         5901 Executive Drive               Support
         Lansing, Michigan 48911

         Connie J. Van Doorn                Vice President -
         5901 Executive Drive               Variable Annuity
         Lansing, Michigan 48911            Administration

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

                  State of          Control/
Company           Organization      Ownership              Principal Business
- -------           ------------      ---------              ------------------

Anoka Realty      Delaware          100% Jackson           Realty
                                    National Life
                                    Insurance
                                    Company

Brooke            Delaware          100%                   Holding Company
Holdings, Inc.                      Holborn                Activities
                                    Delaware
                                    Partnership

Brooke            Delaware          100% Brooke            Holding Company
Finance                             Holdings, Inc.         Activities
Corporation

Brooke Life       Michigan          100% Brooke            Life Insurance
Insurance                           Holdings, Inc.
Company

Carolina          North             96.65% Jackson         Manufacturing
Steel             Carolina          National Life          Company
                                    Insurance
                                    Company

Cherrydale        Delaware          96.4% Jackson          Candy
Farms, Inc.                         National Life
                                    Insurance
                                    Company

Cherrydale        Delaware          72.5% Jackson          Holding Company
Holdings, Inc.                      National Life          Activities
                                    Insurance
                                    Company

Chrissy           Delaware          100% Jackson           Advertising Agency
Corporation                         National Life
                                    Insurance
                                    Company

Holborn           Delaware          80% Prudential         Holding Company
Delaware                            One Limited,           Activities
Partnership                         10% Prudential
                                    Two Limited,
                                    10% Prudential
                                    Three Limited

First Federal     California        100% Jackson           Marketing
Service                             Federal                Agency
Corporation                         Savings Bank

IPM Products      Delaware          93% Jackson            Auto Parts
Group                               National Life
                                    Insurance Company

Jackson           USA               100% JNL               Savings & Loan
Federal                             Thrift
Savings Bank                        Holdings, Inc.

Jackson           Michigan          100% Jackson           Investment Adviser,
National                            National Life          and Transfer Agent
Financial                           Insurance
Services, LLC                       Company

Jackson           Delaware          100% Jackson           Advertising/
National                            National Life          Marketing
Life                                Insurance              Corporation and
Distributors,                       Company                Broker/Dealer
Inc.

Jackson           New York          100%                   Life Insurance
National                            Jackson
Life Insurance                      National Life
Company of                          Insurance
New York                            Company

JNL Series        Massachusetts     Common Law             Investment Company
Trust                               Trust with
                                    contractual
                                    association
                                    with Jackson
                                    National Life
                                    Insurance
                                    Company of 
                                    New York

JNL Thrift        Michigan          100% Jackson           Holding Company
Holdings, Inc.                      National Life
                                    Insurance
                                    Company

JNL Variable      Delaware          100% Jackson           Investment Company
Fund LLC                            National
                                    Separate
                                    Account - I

JNL Variable      Delaware          100% Jackson           Investment Company
Fund III LLC                        National
                                    Separate
                                    Account III

JNL Variable      Delaware          100% Jackson           Investment Company
Fund V LLC                          National
                                    Separate
                                    Account V

JNLNY Variable    Delaware          100% JNLNY             Investment Company
Fund I LLC                          Separate
                                    Account I

JNLNY Variable    Delaware          100% JNLNY             Investment Company
Fund II LLC                         Separate
                                    Account II

LePages,          Delaware          100% Jackson           Adhesives
Inc.                                National Life
                                    Insurance
                                    Company

LePages           Delaware          100% Jackson           Adhesives
Management                          National Life
Co., LLC                            Insurance
                                    Company

National          Delaware          100% National          Broker/Dealer
Planning                            Planning               and Investment
Corporation                         Holdings, Inc.         Adviser

National          Delaware          100% Brooke            Holding Company
Planning                            Holdings, Inc.         Activities
Holdings, Inc.

PPM Special                         80% Jackson
Investment                          National Life
Fund                                Insurance Company

Prudential        United            100%                   Holding Company
Corporation       Kingdom           Prudential
Holdings                            Corporation
Limited                             PLC

Prudential        United            Publicly               Financial
Corporation       Kingdom           Traded                 Institution
PLC

Prudential        England and       100%                   Holding
One Limited       Wales             Prudential             Company
                                    Corporation            Activities
                                    Holdings
                                    Limited

Prudential        England and       100%                   Holding
Two Limited       Wales             Prudential             Company
                                    Corporation            Activities
                                    Holdings
                                    Limited

Prudential        England and       100%                   Holding
Three Limited     Wales             Prudential             Company
                                    Corporation            Activities
                                    Holdings
                                    Limited

SII               Wisconsin         100%                   Broker/Dealer
Investments,                        National
Inc.                                Planning
                                    Holdings, Inc.

Item 27. Number of Contract Owners as of April 19, 1999.

                  Non-Qualified - 23,365
                  Qualified - 20,627

Item 28.  Indemnification

         Provision is made in the Company's Amended By-Laws for  indemnification
by the Company of any person who was or is a party or is threatened to be made a
party to a civil, criminal,  administrative or investigative action by reason of
the fact that such  person is or was a  director,  officer  or  employee  of the
Company,  against  expenses,  including  attorneys' fees,  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or  proceedings,  to the extent and under the
circumstances permitted by the General Corporation Law of the State of Michigan.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933  ("Act") may be  permitted to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  liabilities (other than the payment by the Company of expenses incurred
or paid by a  director,  officer  or  controlling  person of the  Company in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 29.  Principal Underwriter

         (a)  Jackson   National  Life   Distributors,   Inc.  acts  as  general
distributor for the Jackson National Separate Account - I. Jackson National Life
Distributors,  Inc. also acts as general  distributor  for the Jackson  National
Separate Account III and the JNLNY Separate Account I.

         (b) Directors and Officers of Jackson National Life Distributors, Inc.:

         Name and                           Positions and Offices
         Business Address                   with Underwriter
         ----------------                   ---------------------

         Robert P. Saltzman                 Director
         5901 Executive Dr.
         Lansing, MI  48911

         Andrew B. Hopping                  Director, Vice President and
         5901 Executive Dr.                 Chief Financial Officer
         Lansing, MI  48911

         Michael A. Wells                   Director, President and
         10877 Wilshire Blvd.               Chief Executive Officer
         Suite 1550
         Los Angeles, CA 90024

         Mark D. Nerud                      Chief Operating Officer
         225 West Wacker Drive
         Suite 1200
         Chicago, IL 60606

         Willard Barrett                    Senior Vice President
         3500 S. Blvd., Ste. 18B
         Edmond, OK 73013

         Jay A. Elliott                     Senior Vice President
         10710 Midlothian Turnpike
         Suite 301
         Richmond, VA 23235

         Douglas K. Kinder                  Senior Vice President
         1018 W. St. Maartens Dr.
         St. Joseph, MO 64506

         Scott W. Richardson                Senior Vice President
         900 Circle 75 Parkway
         Suite 1750
         Atlanta, GA 30339

         Gregory B. Salsbury                Senior Vice President
         10877 Wilshire Blvd.
         Suite 1550
         Los Angeles, CA 90024

         Sean P. Blowers                    Vice President
         401 Wilshire Boulevard
         Suite 1060
         Santa Monica, California 90401

         Barry L. Bulakites                 Vice President
         10877 Wilshire Blvd.
         Suite 1550
         Los Angeles, CA 90024

         Michael A. Hamilton                Vice President
         10877 Wilshire Blvd.
         Suite 1550
         Los Angeles, CA 90024

         Christine A. Pierce-Tucker         Vice President
         401 Wilshire Boulevard
         Suite 1010
         Santa Monica, California 90401

         Stephen J. Pilger                  Vice President
         10877 Wilshire Blvd.
         Suite 1550
         Los Angeles, CA 90024

         Kelli J. Stiles                    Vice President
         401 Wilshire Boulevard
         Suite 1010
         Santa Monica, California 90401

         (c)

                      Net Under      Compensation                   
                      -writing       on                             
                      Discounts      Redemption                     
Name of Principal     and            or Annuiti       Brokerage     
Underwriter           Commissions    -zation          Commissions   Compensation
- -----------           -----------    -------          -----------   ------------
                                       

Jackson
National Life          Not            Not             Not            Not
Distributors, Inc.     Applicable     Applicable      Applicable     Applicable

Item 30. Location of Accounts and Records

                  Jackson National Life Insurance Company
                  5901 Executive Drive
                  Lansing, Michigan 48911

                  Jackson National Life Insurance Company
                  8055 East Tufts Ave., Second Floor
                  Denver, Colorado 80237

                  Jackson National Life Insurance Company
                  225 West Wacker Drive, Suite 1200
                  Chicago, IL  60606

Item 31. Management Services

                  Not Applicable

Item 32. Undertakings

                  (a)      Not Applicable

                  (b)      Not Applicable

                  (c)      Not Applicable

                  (d) Jackson  National Life Insurance  Company  represents that
                  the fees and  charges  deducted  under  the  contract,  in the
                  aggregate,   are   reasonable  in  relation  to  the  services
                  rendered,  the expenses to be incurred,  and the risks assumed
                  by Jackson National Life Insurance
                  Company.

                  (e) The Registrant hereby represents that any contract offered
                  by the prospectus and which is issued pursuant  Section 403(b)
                  if the Internal Revenue Code of 1986 as amended,  is issued by
                  the Registrant in reliance  upon, and in compliance  with, the
                  Securities and Exchange Commission's  industry-wide  no-action
                  letter to the  American  Council of Life  Insurance  (publicly
                  available   November  28,  1988)  which   permits   withdrawal
                  restrictions  to the  extent  necessary  to  comply  with  IRC
                  Section 403(b)(11).
<PAGE>
                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(b) for  effectiveness of this  Post-Effective  Amendment
and has caused this Post-Effective  Amendment to be signed on its behalf, in the
City of Lansing, and State of Michigan, on this 21st day of April, 1999.

                           Jackson National Separate Account - I
                           -------------------------------------
                           (Registrant)

                           By:  Jackson National Life Insurance Company
                                ---------------------------------------

                           By:  /s/ Andrew B. Hopping by Thomas J. Meyer*
                                ----------------------------------------
                                Andrew B. Hopping
                                Executive Vice President -
                                Chief Financial Officer and Director

                           Jackson National Life Insurance Company
                           ---------------------------------------
                                    (Depositor)

                           By:  /s/ Andrew B. Hopping by Thomas J. Meyer*
                                ----------------------------------------
                                Andrew B. Hopping
                                Executive Vice President -
                                Chief Financial Officer and Director

         As  required  by  the  Securities  Act  of  1933,  this  Post-Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

/s/ Peter Davis by Thomas J. Meyer*                          April 21, 1999
- ------------------------------------------                   --------------
Peter Davis, Chairman and Director

/s/ Robert P. Saltzman by Thomas J. Meyer*                   April 21, 1999
- ------------------------------------------                   --------------
Robert P. Saltzman, President, Chief
Executive Officer and Director

/s/ Clark P. Manning by Thomas J. Meyer*                     April 21, 1999
- ------------------------------------------                   --------------
Clark P. Manning, Chief Operating
Officer and Director

/s/ Andrew B. Hopping by Thomas J. Meyer*                    April 21, 1999
- ------------------------------------------                   --------------
Andrew B. Hopping, Executive Vice President -
Chief Financial Officer and Director

/s/ Thomas J. Meyer                                          April 21, 1999
- ------------------------------------------                   --------------
* Thomas J. Meyer, Attorney-in-Fact
<PAGE>
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors and/or
officers of JACKSON  NATIONAL LIFE INSURANCE  COMPANY,  a Michigan  corporation,
which has filed or will file with the Securities and Exchange  Commission  under
the provisions of the Securities Act of 1933 and Investment Company Act of 1940,
as amended,  various  Registration  Statements  and  amendments  thereto for the
registration  under  said  Acts of the sale of  Individual  Deferred  Fixed  and
Variable  Annuity  Contracts in connection  with the Jackson  National  Separate
Account I and  other  separate  accounts  of  Jackson  National  Life  Insurance
Company,  hereby  constitute and appoint Andrew B. Hopping,  Thomas J. Meyer and
Robert  P.  Saltzman,  his  attorney,   with  full  power  of  substitution  and
resubstitution,  for and in his name, place and stead, in any and all capacities
to approve  and sign such  Registration  Statements  and any and all  amendments
thereto,  with  power  where  appropriate  to affix the  corporate  seal of said
corporation  thereto  and to attest  with  seal and to file the  same,  with all
exhibits  thereto and other  granting unto said  attorneys,  each of them,  full
power and  authority to do and perform all and every act and thing  requisite to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming that which said  attorneys,  or any of them, may lawfully do or cause
to be done by virtue  hereof.  This  instrument  may be  executed in one or more
counterparts.

IN WITNESS  WHEREOF,  the  undersigned  have  herewith set their names as of the
dates set forth below.


/s/      Peter Davis                                          10/19/98 
- ---------------------------------------                       -------------- 
Peter Davis, Director                                         Date

/s/      Robert P. Saltzman                                   10/13/98 
- ---------------------------------------                       -------------- 
Robert P. Saltzman, President, Chief                          Date
Executive Officer and Director

/s/      Clark P. Manning                                     10/12/98 
- ---------------------------------------                       -------------- 
Clark P. Manning, Chief Operating Officer                     Date
and Director

/s/      Andrew B. Hopping                                    10/12/98 
- ---------------------------------------                       -------------- 
Andrew B. Hopping, Executive Vice President,                  Date
Chief Financial Officer and Director
<PAGE>
                                  EXHIBIT LIST


Exhibit
Number            Description
     1.           Resolution of Depositor's Board of Directors
                  authorizing the establishment of the Registrant,
                  attached hereto as EX-99.B1

     9.           Opinion and Consent of Counsel, attached hereto as 
                  EX-99.B9

     10.          Consent of Independent Accountants, attached
                  hereto as EX-99.B10

                                                                        EX-99.B1

                            CERTIFICATE OF SECRETARY
                     JACKSON NATIONAL LIFE INSURANCE COMPANY

The  undersigned,  being the duly  elected,  qualified  and acting  Secretary of
Jackson National Life Insurance Company, a Michigan corporation ("JNL"),  hereby
certifies that the attached is a full, true and correct copy of resolutions duly
adopted by the Board of  Directors  of JNL at a meeting  held on the 14th day of
June,  1993 at which a quorum was present;  and that such  resolutions  have not
been  altered  or  repealed  and  remain in full force and effect as of the date
hereof.

         WHEREAS:  Section  500.925  of  the  Michigan  Insurance  Laws
         permits a domestic life insurance  company to establish one or
         more separate accounts;

         WHEREAS: It is desired that the Company create such a separate
         account to house certain of its variable annuity products;

         NOW,  THEREFORE,  BE IT  RESOLVED:  That  a  separate  account
         referred  to  herein  as   "Separate   Account  I"  is  hereby
         established:

         FURTHER RESOLVED:  That the assets of Separate Account I shall
         be derived solely from (a) sale of variable annuity  products,
         (b) funds corresponding to dividend  accumulation with respect
         to  investment  of such assets,  and (c) advances  made by the
         Company in connection with operation of Separate Account I;

         FURTHER RESOLVED: That this Company shall maintain in Separate
         Account I assets  with a fair  market  value at least equal to
         the  statutory  valuation  reserves for the  variable  annuity
         policies;

         FURTHER  RESOLVED:  That  any  two  of  the  President,   Vice
         Presidents   and/or  the   Treasurer   of  the  Company   (the
         "Officers")  be, and each of them hereby is  authorized in his
         or her  discretion,  as it may deem  appropriate  from time to
         time, in accordance  with  applicable laws and regulations (a)
         to divide Separate Account I into divisions and  sub-divisions
         with each  division  or  sub-division  investing  in shares of
         designated classes of designated investment companies or other
         appropriate  securities,  (b) to modify or eliminate  any such
         divisions  or  sub-divisions,  (c) to  designate  further  any
         division  or  sub-division  thereof  and  (d)  to  change  the
         designation of Separate Account I to another designation;

         FURTHER  RESOLVED:  That the  Officers  of the Company be, and
         each of them  hereby is,  authorized  to invest  cash from the
         Company's  general  account  in  Separate  Account I or in any
         division  thereof as may be deemed necessary or appropriate to
         facilitate  the  commencement  of the  operations  of Separate
         Account I or to meet any minimum  capital  requirements  under
         the  Investment  Company Act of 1940 and to  transfer  cash or
         securities  from time to time  between the  Company's  general
         account  and  Separate   Account  I  as  deemed  necessary  or
         appropriate so long as such transfer are not prohibited by law
         and are  consistent  with the  terms of the  variable  annuity
         policies  issued by the Company  providing for  allocations to
         Separate Account I;

         FURTHER RESOLVED:  That the income,  gains and losses (whether
         or not realized) from assets  allocated to Separate  Account I
         shall, in accordance with any variable annuity policies issued
         by the Company  providing for allocations to Separate  Account
         I, be  credited  to or  charged  against  Separate  Account  I
         without  regard  to the other  income,  gains or losses of the
         Company;

         FURTHER  RESOLVED:  That the authority is hereby  delegated to
         the  President  of the Company to adopt  procedures  providing
         for,  among other things,  criteria by which the Company shall
         provide for a  pass-through  of voting rights to the owners of
         variable annuity policies issued by the Company, providing for
         allocation to Separate Account I with respect to the shares of
         any investment companies which are held in Separate Account I;

         FURTHER  RESOLVED:  That the  Officers  of the Company be, and
         each of them hereby is, authorized and directed to prepare and
         execute any necessary  agreements to enable Separate Account I
         to invest or  reinvest  the  assets of  Separate  Account I in
         securities issued by investment companies registered under the
         Investment Company Act of 1940 or other appropriate securities
         as the Officers of the Company may  designate  pursuant to the
         provisions  of the  variable  annuity  policies  issued by the
         Company providing for allocations to Separate Account I;

         FURTHER  RESOLVED:  That the fiscal year of Separate Account I
         shall end on the 31st day of December each year;

         FURTHER  RESOLVED:  That the  Company may  register  under the
         Securities Act of 1933 variable annuity policies,  or units of
         interest thereunder,  under which amounts will be allocated by
         the Company to Separate Account I to support reserves for such
         policies  and, in  connection  therewith,  the Officers of the
         Company be, and each of them hereby is, authorized to prepare,
         execute and file with the Securities and Exchange  Commission,
         in  the  name  and on  behalf  of  the  Company,  registration
         statements  under  the  Securities  Act  of  1933,   including
         prospectuses,   supplements,   exhibits  and  other  documents
         relating  thereto,  and amendments to the  foregoing,  in such
         form as the Officer  executing the same may deem  necessary or
         appropriate;

         FURTHER  RESOLVED:  That the  Officers  of the Company be, and
         each  of them  hereby  is,  authorized  to  take  all  actions
         necessary to register  Separate Account I as a unit investment
         trust  under the  Investment  Company  Act of 1940 and to take
         such related actions as they deem necessary and appropriate to
         carry out the foregoing;

         FURTHER  RESOLVED:  That the  Officers  of the Company be, and
         each of them hereby is,  authorized  to  prepare,  execute and
         file with the Securities and Exchange Commission, applications
         and  amendments  thereto  for such  exemptions  from or orders
         under the  Investment  Company Act of 1940 and the  Securities
         Act of 1933,  and to request from the  Securities and Exchange
         Commission  no action and  interpretative  letters as they may
         from time to time deem necessary or desirable;

         FURTHER  RESOLVED:  That the  Officers  of the Company be, and
         each of them hereby is,  authorized  to  prepare,  execute and
         file  all  periodic  reports  required  under  the  Investment
         Company Act of 1940 and the Securities Exchange Act of 1934;

         FURTHER RESOLVED:  That the President of the Company,  or such
         person as is designated  by him, is hereby  appointed as agent
         for service under any such registration  statement and is duly
         authorized  to receive  communications  and  notices  from the
         Securities and Exchange  Commission with respect thereto,  and
         to exercise  powers given to such agent by the  Securities Act
         of 1933 and the Rules thereunder and any other necessary Acts;

         FURTHER  RESOLVED:  That the  Officers  of the Company be, and
         each of them hereby is,  authorized  to effect in the name and
         on behalf of the Company, all such registrations,  filings and
         qualifications  under blue sky or other applicable  securities
         laws and regulations  and under insurance  securities laws and
         insurance  laws  and  regulations  of such  states  and  other
         jurisdictions as they may deem necessary or appropriate,  with
         respect  to the  Company,  and with  respect  to any  variable
         annuity  policies under which amounts will be allocated by the
         Company to  Separate  Account I to support  reserves  for such
         policies,   such  authorization  shall  include  registration,
         filing and  qualification of the Company and of said policies,
         as well as registration, filing and qualification of officers,
         employees  and  agents of the  Company  as  brokers,  dealers,
         agents,  salesmen or otherwise;  and such authorization  shall
         also include, in connection  therewith,  authority to prepare,
         execute,   acknowledge   and  file   all  such   applications,
         applications   for   exemptions,   certificates,   affidavits,
         covenants,   consents   to  service   of  process   and  other
         instruments,  and to  take  all  such  action  as the  Officer
         executing the same or taking such action may deem necessary or
         desirable;

         FURTHER  RESOLVED:  That the  Officers  of the Company be, and
         each of them hereby is,  authorized to execute and deliver all
         such  documents  and  papers and to do or cause to be done all
         such acts and things as they may deem  necessary  or desirable
         to carry out the  foregoing  resolutions  and the  intent  and
         purpose thereof.



Dated:   April 6, 1999                      /s/  Thomas J. Meyer                
                                            ------------------------------------
                                            Thomas J. Meyer, Secretary

                                                                        EX-99.B9

                        BLAZZARD, GRODD & HASENAUER, P.C.
                       943 Post Road East * P.O. Box 5108
                        Westport, Connecticut 06881-5108
                                 (203) 226-7866
                                 (203) 454-4028


April 14, 1999


Board of Directors
Jackson National Life Insurance Company
5901 Executive Drive
Lansing, Michigan 48911

         Re:  Opinion of Counsel - Jackson National Separate Account-I

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with the
Securities  and  Exchange  Commission  of  Post-Effective  Amendment  No. 9 to a
Registration  Statement  on Form  N-4  for the  Individual  Deferred  Fixed  and
Variable  Annuity  Contracts (the  "Contracts") to be issued by Jackson National
Life  Insurance  Company and its separate  account,  Jackson  National  Separate
Account-I.

We have made such  examination  of the law and have  examined  such  records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.

We are of the following opinions:

1.   Jackson National Separate Account-I is a Unit Investment Trust as that term
     is defined  in  Section  4(2) of the  Investment  Company  Act of 1940 (the
     "Act"),  and is  currently  registered  with the  Securities  and  Exchange
     Commission, pursuant to Section 8(a) of the Act.

2.   Upon the  acceptance of purchase  payments  made by an Owner  pursuant to a
     Contract  issued  in  accordance   with  the  Prospectus   containedin  the
     Registration  Statement and upon  compliance  with  applicable law, such an
     Owner will have a legally-issued,  fully paid,  non-assessable  contractual
     interest under such Contract.



<PAGE>


Board of Directors
Jackson National Life Insurance Company
April 14, 1999
Page 2

We consent to the reference to our Firm under the caption  "Services"  contained
in  the  Statement  of  Additional   Information  which  forms  a  part  of  the
Registration Statement.

You  may  use  this  opinion  letter,  or a  copy  thereof,  as  an  exhibit  to
Post-Effective Amendment No. 9 to the Registration Statement.

                                            Sincerely,

                                            BLAZZARD, GRODD & HASENAUER, P.C.

                                            By:  /s/ Lynn Korman Stone
                                                 -------------------------------
                                                     Lynn Korman Stone


                                                                       EX-99.B10

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  use  in the  Statement  of  Additional  Information
constituting  part of this  Post-Effective  Amendment No. 9 to the  registration
statement  on Form  N-4  (the  "Registration  Statement")  of our  report  dated
February 5, 1999, relating to the financial  statements of Jackson National Life
Insurance  Company,  and of our report dated February 17, 1999,  relating to the
financial  statements of Jackson National  Separate Account - I, which appear in
such Statement of Additional Information,  and to the incorporation by reference
of our report into the Prospectus which  constitutes  part of this  Registration
Statement.  We also consent to the reference to us under the heading  "Services"
in such  Statement of Additional  Information  and the reference to us under the
heading "Condensed Financial Information" in such Prospectus.


/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Chicago, Illinois
April 15, 1999


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