AMERITAS LIFE INSURANCE CORP SEPARATE ACCOUNT LLVL
485APOS, 1996-03-01
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             As filed with the Securities and Exchange Commission on

                                February 29, 1996

                            Registration No. 33-86500

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         Post-Effective Amendment No. 1

                                       to

                                    Form S-6

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


              FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
               SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON
                                   FORM N-8B-2
                                ----------------

                          AMERITAS LIFE INSURANCE CORP.
                               SEPARATE ACCOUNT LLVL
                           (EXACT NAME OF REGISTRANT)
                                ----------------

                          AMERITAS LIFE INSURANCE CORP.
                                 5900 "O" Street
                             Lincoln, Nebraska 68510
                                ----------------

                               NORMAN M. KRIVOSHA
                                    Secretary
                    Ameritas Variable Life Insurance Company
                                 5900 "O" Street
                             Lincoln, Nebraska 68510
                                -----------------

             It is proposed that this filing will become effective: 
              [ ] immediate upon filing pursuant to paragraph b
              [x] on May 1, 1996 pursuant to paragraph a of Rule 485
              [ ] on ___________ pursuant to paragraph b of Rule 485

Pursuant to Rule 24f-2 under the Investment  Company Act of 1940, the Registrant
has registered an indefinite  amount  of  securities under the Securities Act of
1933.  Pursuant to paragraph (b)(2) of Rule 24f-2, the issuer is not required to
file a Rule 24f-2 notice, because  it  did  not  sell any securities pursuant to
such declaration during the fiscal year ending December 31, 1995.

<PAGE>
               RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2
                               AND THE PROSPECTUS

  ITEM NO. OF
  FORM N-8B-2          CAPTION IN PROSPECTUS
  -----------          ---------------------
        1              Cover Page
        2              Cover Page
        3              Ameritas Life Insurance Corp. - Separate Account LLVL; 
                       Voting Rights
        4              Distribution of the Policies
        5              Ameritas Life Insurance Corp. - Separate Account LLVL
        6              Ameritas Life Insurance Corp. - Separate Account LLVL
        7              Not Required
        8              Not Required
        9              Legal Proceedings
       10              Summary; Addition, Deletion or Substitution  of 
                       Investments; Policy  Benefits; Policy Rights; Payment and
                       Allocation of Premiums; General Provisions; Additional
                       Insurance Benefits (Riders); Voting Rights
       11              Summary; The Funds
       12              Summary; The Funds
       13              Summary; The Funds; Charges and Deductions
       14              Summary; Payment and Allocation of Premiums
       15              Summary; Payment and Allocation of Premiums
       16              Summary; The Funds
       17              Summary, Policy Rights
       18              Vanguard Variable Insurance Fund; Neuberger & Berman 
                       Advisers Management Trust; Fixed Account
       19              General Provisions; Voting Rights
       20              Not Applicable
       21              Summary; Policy Rights; General Provisions
       22              Not Applicable
       23              Safekeeping of the Account's Assets
       24              General Provisions
       25              Ameritas Life Insurance Corp.
       26              Not Applicable
       27              Ameritas Life Insurance Corp.
       28              Executive Officers and Directors of ALIC
       29              Not Applicable
       30              Not Applicable
       31              Not Applicable
       32              Not Applicable
       33              Not Applicable
       34              Not Applicable
       35              Not Applicable
       36              Not Required
       37              Not Applicable
       38              Distribution of the Policies
       39              Distribution of the Policies
       40              Not Applicable
       41              Distribution of Policies
       42              Not Applicable
       43              Not Applicable
       44              The Funds; Accumulation Value
<PAGE>
  ITEM NO. OF
  FORM N-8B-2          CAPTION IN PROSPECTUS
  -----------          ---------------------

       45              Not Applicable
       46              The Funds; Accumulation Value; Surrender Charge
       47              Not Applicable
       48              State Regulation of ALIC
       49              Not Applicable
       50              Ameritas Life Insurance Corp. Separate Account LLVL
       51              Cover Page; Summary; Policy Benefits; Charges and 
                       Deductions
       52              Addition, Deletion or Substitution of Investments
       53              Summary; Federal Tax Matters
       54              Not Applicable
       55              Not Applicable
       56              Not Required
       57              Not Required
       58              Not Required
       59              Financial Statements
<PAGE>
PROSPECTUS                                                        Company Logo
                                                  Ameritas Life Insurance Corp. 


FLEXIBLE PREMIUM                               One Ameritas Way/5900 "O" Street
VARIABLE UNIVERSAL LIFE                       P.O. Box 81889/Lincoln, NE  68501
- -------------------------------------------------------------------------------

This Prospectus  describes a flexible premium variable  universal life insurance
policy ("Policy")  offered by Ameritas Life Insurance Corp.  ("ALIC"),  a mutual
life insurance company.  The Policy is designed to provide insurance  protection
until the Policy  Anniversary  nearest the Insured's  100th  birthday and at the
same time  provide  flexibility  to vary the  frequency  and  amount of  premium
payments and to increase or decrease the level of death  benefits  payable under
the Policy.  This  flexibility  allows a  Policyowner  to provide  for  changing
insurance needs under a single insurance policy.

The Policy  guarantees the Death Benefit as long as the Policy remains in force.
The  Policyowner  may choose death benefit Option A (generally,  a level benefit
that equals the Specified  Amount of the Policy) or Option B (a variable benefit
that  generally  equals the  Specified  Amount  plus the  Policy's  Accumulation
Value).  The minimum  initial  Specified  Amount for a policy is  $100,000.  The
Policy provides for an Accumulation  Value that can be obtained  through Partial
Withdrawals,  surrender  of the Policy,  or through  policy  loans.  There is no
minimum guaranteed  Accumulation  Value. ALIC agrees to keep the Policy in force
during the first three years and provide a Guaranteed  Death Benefit during that
time, so long as the cumulative monthly minimum Guaranteed Death Benefit Premium
is paid.

The  Policyowner  has the right to examine the Policy and return it for a refund
for a limited time (see page 21). The initial  premium payment will be allocated
to the Money Market portfolio of the Vanguard Variable Insurance Fund, as of the
Issue Date, for 13 days,  after deducting  premium charges of no greater than 5%
(currently,  3.5%) to pay for premium taxes and the expense of deferring the tax
deduction of policy  acquisition  costs.  After the 13-day period (see page 23),
the  Accumulation  Value will be allocated to the  Subaccounts  of ALIC Separate
Account LLVL  ("Account")  or the Fixed Account as selected by the  Policyowner.
The  Accumulation  Value,  the duration of the death benefit and, if Option B is
selected,  the amount of the death benefit above the Specified Amount, will vary
with the investment experience of the selected Subaccounts or the Fixed Account.
The  Accumulation  Value will also be adjusted for other factors,  including the
amount of charges  imposed  and the  premium  payments  made.  The  Policy  will
continue in force so long as the Net Cash  Surrender  Value is sufficient to pay
certain monthly charges imposed in connection with the Policy.

The  assets  of each  Subaccount  are  invested  in  shares  of a  corresponding
portfolio  of the Vanguard  Variable  Insurance  Fund or the  Neuberger & Berman
Advisers  Management Trust  (collectively  the "Funds").  The Vanguard  Variable
Insurance Fund is a mutual fund with seven portfolios:  Money Market, High-Grade
Bond,  Balanced,  Equity Index,  Equity Income,  Growth and  International.  The
Neuberger  &  Berman  Advisers  Management  Trust is a mutual  fund  with  seven
portfolios of which: Limited Maturity Bond,  Balanced,  Growth, and Partners are
offered.  The  accompanying  prospectuses  for the various  funds  describe  the
investment  objectives  and policies and the risks of each of the  portfolios of
the Funds.  The  investment  gains or losses of the monies placed in the various
portfolio Subaccounts will be experienced by the Policyowner.

Replacing  existing insurance with a Policy or purchasing a Policy as a means to
obtain  additional  insurance  protection if the purchaser  already owns another
flexible premium variable life insurance policy may not be advantageous.

This Prospectus Must Be Accompanied or Preceded By Current  Prospectuses For The
Vanguard Variable Insurance Fund, and the Neuberger & Berman Advisers Management
Trust.
   
These  securities  are  not  deposits  with, or obligations of, or guaranteed or
endorsed by, any financial institution;  and  the  securities are not insured by
the Federal Deposit Insurance Corporation, the  Federal Reserve  Board,  or  any
other agency.  These securities involve investment risk, including the  possible
loss of principal.
    
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION,  OR BY ANY STATE SECURITIES REGULATORY  AUTHORITY,  NOR HAS
THE  COMMISSION,  OR  ANY  STATE  SECURITIES REGULATORY  AUTHORITY,  PASSED UPON
THE ACCURACY OR ADEQUACY  OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

Please Read This Prospectus Carefully And Retain It For Future Reference.
   
The Date of This Prospectus is May 1, 1996.
    
<PAGE>
<TABLE>
<CAPTION>

TABLE OF CONTENTS

<S>                                                                        <C>   
Definitions................................................................  3
Summary....................................................................  5
Ameritas Life Insurance Corp. and the Account..............................  9
      Ameritas Life Insurance Corp.........................................  9
      Ameritas Life Insurance Corp. Separate Account LLVL..................  9
      The Funds............................................................ 10
      Investment Objectives and Policies Of The Funds' Portfolios.......... 10
      Fund Management Fees ................................................ 12
      Addition, Deletion or Substitution of Investments.................... 13
      Fixed Account........................................................ 13
Policy Benefits............................................................ 14
      Purposes of the Policy............................................... 14
      Death Benefit Proceeds............................................... 14
      Death Benefit Options................................................ 15
      Methods of Affecting Insurance Protection............................ 17
      Duration of Policy................................................... 17
      Accumulation Value................................................... 17
      Benefits at Maturity................................................. 18
      Payment of Policy Benefits........................................... 18
Policy Rights.............................................................. 19
      Loan Benefits........................................................ 19
      Surrenders........................................................... 20
      Partial Withdrawals.................................................. 20
      Transfers............................................................ 20
   
      Systematic Programs.................................................. 21     
    
      Refund Privilege..................................................... 21
      Exchange Privilege................................................... 21
Payment and Allocation of Premiums......................................... 21
      Issuance of a Policy................................................. 21
      Premiums............................................................. 22
      Allocation of Premiums and Accumulation Value........................ 23
      Policy Lapse and Reinstatement....................................... 23
Charges and Deductions..................................................... 24
      Deductions From Premium Payment...................................... 24
      Charges Deducted from Accumulation Value............................. 24
      Surrender Charge..................................................... 25
      Transfer Charge...................................................... 25
      Partial Withdrawal Charge............................................ 26
      Daily Charges Against the Account.................................... 26
General Provisions......................................................... 26
Additional Insurance Benefits (Riders)..................................... 28
Distribution of the Policies............................................... 28
Federal Tax Matters........................................................ 29
Safekeeping of the Account's Assets........................................ 31
Voting Rights.............................................................. 31
   
Third Party Services....................................................... 31
    
State Regulation of ALIC................................................... 32
Executive Officers and Directors of ALIC................................... 32
Legal Matters.............................................................. 35
Legal Proceedings.......................................................... 35
Experts.................................................................... 35
Additional Information..................................................... 35
Financial Statements....................................................... 35
Ameritas Life Insurance Corp. Separate Account LLVL........................ 36
Ameritas Life Insurance Corp............................................... 37
Appendices................................................................. 53

The Policy,  certain  funds,  and/or  certain  riders are not  available  in all
States.

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER,  SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY  INFORMATION  OR MAKE ANY  REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
</TABLE>
<PAGE>
DEFINITIONS


ACCOUNT - Ameritas  Life  Insurance  Corp.  Separate  Account  LLVL,  a separate
investment  account  established  by ALIC to receive and invest the net premiums
paid under the Policy and allocated by the Policyowner to the Account.

ACCUMULATION  VALUE - The total amount that a Policy  provides for investment at
any  time.  It is  equal  to the  total of the  Accumulation  Value  held in the
Account,  the Fixed  Account,  and any  Accumulation  Value held in the  general
account which secures policy loans.

ALIC - Ameritas Life Insurance Corp., a mutual life insurance company.

ATTAINED AGE - The Issue Age of the Insured  plus the number of complete  Policy
Years that the policy has been in force.

BENEFICIARY - The person or persons designated in the application,  unless later
changed, to receive the Death Benefit (see page 26 and 27) for "Beneficiary" and
"Change of Beneficiary").

DECLARED RATES - The interest  rate declared by ALIC to be earned on amounts in
the Fixed Account, which ALIC guarantees to be no less than 3.5%.
   
DEATH BENEFITS - The amount of insurance  coverage  provided under the Policy.
    
DEATH BENEFIT PROCEEDS - The proceeds payable to the beneficiary upon receipt by
ALIC of Satisfactory Proof of Death of the Insured while the Policy is in force.
It is equal to:  (l) the  Death  Benefit;  plus (2)  additional  life  insurance
proceeds  provided by any riders;  minus (3) any outstanding  policy debt; minus
(4) any overdue  monthly  deduction,  including  the  deduction for the month of
death.

FIXED ACCOUNT - An account that is a part of ALIC's General Account to which all
or a portion of net premiums and transfers may be allocated for  accumulation at
fixed rates of interest.

GENERAL ACCOUNT - The General Account of ALIC includes all of ALIC assets except
those assets segregated into separate accounts.

GUARANTEED DEATH BENEFIT PREMIUM - A specified  optional premium amount for the
first  three  policy  years  which,  if paid in  advance  on a monthly or yearly
cumulative basis, after adjustment for policy loans or Partial Withdrawals, will
keep the Policy in force during the first three policy  years,  so long as other
policy  provisions are met, even if the Net Cash Surrender Value is insufficient
to cover  monthly  deductions.  This benefit is provided  without an  additional
policy charge.

INSURED - The person whose life is insured under the Policy.

ISSUE AGE - The age of the Insured at the Insured's  birthday nearest the Policy
Date.

ISSUE DATE - The  date  that  all  financial,  contractual  and  administrative
requirements have been met and processed for the Policy.

MATURITY DATE - The date ALIC pays any net cash surrender  value, if the Insured
is still living.

MONTHLY ACTIVITY DATE - The same date in each  succeeding  month as the Policy
Date  except  should  such  monthly  activity  date fall on a date  other than a
valuation date, the monthly activity date will be the next valuation date.

NET AMOUNT AT RISK - The amount by which the death benefit that would be payable
on a Monthly Activity Date exceeds the Accumulation Value on that date.
<PAGE>
NET CASH SURRENDER VALUE - The Accumulation  Value on the date of surrender less
any outstanding policy debt.

NET PREMIUM - Premium  paid less the premium  charges  (See  Premiums,  page 22
Charges and Deductions, page 24).

OUTSTANDING POLICY DEBT - The  sum of all  unpaid  policy  loans  and  accrued
interest on policy loans.

PARTIAL WITHDRAWAL  - A  Policyowner's  means of  accessing  a  portion  of the
Accumulation  Value without  terminating  coverage  under the Policy.  A Partial
Withdrawal  has  limitations,  is  irrevocable,  and has several policy cost and
coverage implications (See pages 20 and 26).

PLANNED PERIODIC PREMIUMS - A selected  schedule of equal premiums  payable at
fixed  intervals.  The Policyowner is not required to follow this schedule,  nor
does following this schedule  ensure that the Policy will remain in force unless
the payments meet the requirements of the Guaranteed Death Benefit Premium.

POLICY - The Flexible Premium  Variable Universal Life Insurance Policy offered
by ALIC and described in this Prospectus.

POLICYOWNER - The owner of the Policy,  as designated in the  application  or as
subsequently changed. If a Policy has been absolutely assigned,  the assignee is
the Policyowner. A collateral assignee is not the Policyowner.

POLICY ANNIVERSARY DATE - The same day as the  Policy  Date for each  year the
Policy remains in force.

POLICY DATE - As set forth in the Policy,  the  effective  date for all coverage
provided  in the  application.  The  Policy  Date is used  to  determine  policy
anniversary dates, policy years and monthly activity dates. Policy anniversaries
are measured  from the Policy  Date.  The Policy Date and the Issue Date will be
the same unless: 1) an earlier Policy Date is specifically  requested, or 2) the
Issue Date is later because  additional  premiums or application  amendments are
required at time of delivery. (See Issuance of a Policy, page 21.)

POLICY YEAR - The period from one Policy  Anniversary Date until the next Policy
Anniversary Date.

SATISFACTORY PROOF OF DEATH - Means all of the following must be submitted:  
(1)  A certified copy of the death certificate;  
(2)  A Claimant Statement;
(3)  The Policy; and 
(4)  Any other information that ALIC may reasonably require to establish the 
     validity of the claim.

SPECIFIED AMOUNT - The minimum death  benefit under the Policy,  as selected by
the Policyowner, which must be $100,000 or more at the Issue Date.

SUBACCOUNT - A subdivision of the Account.  Each Subaccount invests  exclusively
in the shares of a specified portfolio of the Funds.

SURRENDER - Occurs when the policy is terminated before the maturity date during
the Insured's life for its net cash surrender  value.  Coverage under the policy
will terminate as of the date of a surrender.

VALUATION DATE - Any day on  which  the New  York  Stock  Exchange  is open for
trading.

VALUATION PERIOD - The period between two successive Valuation Dates, commencing
at the close of the New York Stock  Exchange  ("NYSE") on one Valuation Date and
ending at the close of the NYSE on the next succeeding Valuation Date.
<PAGE>
SUMMARY

The following summary of Prospectus information and diagram of the Policy should
be read in conjunction with the detailed information appearing elsewhere in this
Prospectus.  Unless otherwise indicated, the description of the Policy contained
in this  Prospectus  assumes that the Policy is in force,  current  charges were
used, and there is no outstanding indebtedness.


                               DIAGRAM OF POLICY


                                PREMIUM PAYMENTS

                       You can vary amount and frequency.


                            DEDUCTIONS FROM PREMIUMS

                 Premium taxes and the expense of deferring the
                tax deduction of policy acquisition costs - 3.5%
                   This charge is guaranteed not to exceed 5%
       There is no premium load to cover sales and distribution expenses.

                                  NET PREMIUM

You direct the net premium to be invested  in the Fixed Account or  to  the
Separate Account  which  offers eleven  different  Subaccounts.  The eleven
Subaccounts invest in the corresponding portfolios  (Funds) of the Vanguard
Variable Insurance Fund or the Neuberger & Berman Advisers Management Trust.


                             DEDUCTIONS FROM ASSETS

Monthly charge for cost of insurance and cost of any riders.

Monthly charge for administrative  expenses ($9.00 per month the first policy
year and the 12-month period following an increase in specified amount, $4.50
per month  currently  thereafter).  This charge is  guaranteed  not to exceed
$9.00 per month.

Daily charge,  at an annual rate of 0.75%, from the Subaccounts for mortality
and expense risks.  This charge is guaranteed not to exceed .90%. This charge
is not deducted from Fixed Account assets.


     LIVING BENEFITS              RETIREMENT BENEFITS         DEATH BENEFITS

 Partial  Withdrawals  may    Loans  may  be  taken at a    Income tax free to
be made(subject to certain  net zero interest rate after   beneficiary.  
restrictions).   The death  ten years or when the policy-   Available as  lump 
benefit will be reduced by  holder reaches 55 (whichever   sum  or  under  the 
the amount of the Partial   occurs later).                 five payment methods 
Withdrawal.                   Should  the  policy  lapse   available as retire-
 Up to fifteen free trans-  while loans  are outstanding   ment benefits.
fers may be made each year  the portion of the loan att-
between   the   investment  ributable  to  earnings will
portfolios.                 become taxable distributions.
 Accelerated payment of up  (See page 19).
to   50%  of  the   lowest    Payments can be taken under
scheduled death benefit is  one or more of five different 
available   under  certain  payment options.
conditions  for   Insureds
suffering   from  terminal
illness.
 The policy may be surren-
dered at any time  for its 
Net Cash  Surrender Value.
The   policy  has  no sur- 
render   charge.  However, 
there  is a   charge   for
Partial Withdrawals.
<PAGE>
THE ISSUER

The Policy is issued by  Ameritas  Life  Insurance  Corp.  ("ALIC"),  a Nebraska
mutual life insurance company. A separate account of ALIC, Separate Account LLVL
("Account"),  has been established to hold the assets supporting the Policy. The
Account has eleven  Subaccounts  which  correspond  to, and are invested in, the
portfolios of the Funds discussed herein. (See Ameritas Life Insurance Corp. and
the Account,  page 9, and The Funds, page 10.) The financial statements for ALIC
can be found beginning on page 37.


THE POLICY
   
This flexible premium variable universal life insurance policy ("Policy") allows
the Policyowner,  within limitations, to choose: (a) the amount and frequency of
premium payments;  (b) the manner in which the Policyowners  Accumulation Values
are invested; and (c) a choice  of two death benefit options unless the Extended
Maturity Rider is in effect.
    
As long as the Policy remains in force,  it will provide for: (1) life insurance
coverage on the Insured up to age 100; (2) an Accumulation  Value; (3) surrender
rights  (including   Partial   Withdrawals  and  Surrender);   (4)  policy  loan
privileges;  and (5) a variety of optional benefits and riders that may be added
to the Policy for an  additional  charge or  without  charge if certain  minimum
premiums are paid.


PREMIUMS

This Policy differs in two important respects from a conventional life insurance
policy.  First, the failure to pay a Planned Periodic Premium will not in itself
cause the Policy to lapse.

Second,  a Policy  can lapse even if Planned  Periodic  Premiums  have been paid
unless the Guaranteed  Death Benefit  Premium  requirements  have been met. (See
Payment and Allocation of Premiums, page 21.)

AMOUNTS.  A minimum  initial  premium  of at least 25% of the total  first  year
monthly  deductions  including  charges for  riders,  and any  substandard  risk
adjustments  must be paid in order  to put the  Policy  in  force.  The  minimum
initial  premium is less than the Guaranteed  Death Benefit  Premium.  After the
minimum initial premium is paid,  unscheduled premiums may be paid in any amount
and at any frequency, subject only to the maximum and minimum limitations set by
ALIC and the maximum  limitations  set by Federal  Income Tax Law. A Policyowner
may also  choose a Planned  Periodic  Premium  which  may  include  the  minimum
cumulative  premiums  necessary to keep in force the  Guaranteed  Death  Benefit
Provision.

A Policy will lapse when the Net Cash Surrender Value is insufficient to pay the
monthly  deduction unless the Guaranteed Death Benefit Provision is in effect. A
period  of 61 days  from the date  written  notice  of  lapse is  mailed  to the
Policyowner's  last known  address will be allowed for the  Policyowner  to make
sufficient  payment  to keep the  Policy  in force  for the  Policyowner  (grace
period).


ALLOCATION OF NET PREMIUMS

The  Policyowner  may select the manner in which the new premiums are  allocated
between the Fixed Account (See Fixed Account, page 13) and to one or more of the
Subaccounts.

Net premiums,  which equal the premiums paid less the premium charges, are first
allocated  for 13 days, as of the Issue Date,  to the  Subaccount  for the Money
Market  Portfolio  of the Vanguard  Variable  Insurance  Fund.  After the 13-day
period the Accumulation  Value will be allocated as selected by the Policyowner.
The Policyowner may change the allocation instructions for premiums and may also
make a special designation for unscheduled premiums.  Subject to certain charges
and restrictions,  a Policyowner may also transfer amounts among the Subaccounts
and the Fixed Account.  (See Allocation of Premiums and Accumulation Value, page
23.)
<PAGE>
The various  Subaccounts  available  invest in a corresponding  portfolio of the
Funds.  The  Vanguard  Variable  Insurance  Fund is a  mutual  fund  with  seven
portfolios:  Money Market,  High-Grade  Bond,  Balanced,  Equity  Index,  Equity
Income,  Growth and  International.  The Neuberger & Berman Advisers  Management
Trust is a mutual  fund  with  seven  portfolios  of  which:  Limited  Maturity,
Balanced,  Growth,  and  Partners  are  offered.  A  summary  of the  investment
objectives for these portfolios is set forth at page 10 of this Prospectus,  and
detailed  objectives  of these  portfolios  are  described  in the  accompanying
prospectuses for the Funds.  There is no assurance that these objectives will be
met. The Policyowner  bears the entire  investment risk for amounts allocated to
the Subaccounts.


POLICY BENEFITS

DEATH BENEFIT  PROCEEDS AND DEATH BENEFIT  OPTIONS.  While the Policy remains in
force,  ALIC will pay the Death Benefit Proceeds to the Beneficiary upon receipt
of Satisfactory  Proof of Death of the Insured.  These proceeds may be paid in a
lump sum or in accordance with an optional payment plan.

   
The Policy provides for two death benefit  options unless the Extended  Maturity
Rider is in effect. Under either option, so long as the Policy remains in force,
the death  benefit  will not be less than the  current  Specified  Amount of the
Policy adjusted for any policy  indebtedness and any overdue monthly deductions.
The death benefit may, however, exceed the Specified Amount,  depending upon the
investment experience of the Policy. Death Benefit Option A provides for a level
benefit  equal  to the  current  Specified  Amount  of the  Policy,  unless  the
Accumulation  Value of the Policy on the date of the Insured's death  multiplied
by the applicable  percentage set forth in the Policy is greater,  in which case
the  death  benefit  is equal to that  larger  amount.  Death  Benefit  Option B
provides for a variable  benefit  equal to the current  Specified  Amount of the
Policy plus the Policy's  Accumulation Value on the date of the Insured's death,
or if greater, the Accumulation Value of the Policy on the date of the Insured's
death  multiplied by the  applicable  percentage  set forth in the Policy.  (See
Death Benefit Options, page 15)

If  the  Extended  Maturity  Rider  is  in effect, the Death Benefit will be the
Accumulation Value.
    
Optional insurance  benefits offered under the Policy include:  Guaranteed Death
Benefit provision;  Children's Protection Rider; Cost Recovery Rider; Guaranteed
Insurability   Rider;   Payor  Waiver  of  Monthly   Deductions  on  Disability;
Accelerated Benefit Rider for Terminal Illness,  Waiver of Monthly Deductions on
Disability.  These riders are not available in every state. The cost, if any, of
these  additional   insurance  benefits  will  be  deducted  from  the  Policy's
Accumulation  Value as a part of the monthly  deduction.  The  Guaranteed  Death
Benefit  provision is provided  without cost but requires the described  premium
payments.

BENEFITS AT MATURITY.  On the  Maturity  Date of the Policy,  if the Insured is
still living,  the Policyowner  will be paid the Net Cash Surrender Value of the
Policy.

ACCUMULATION VALUE BENEFITS. The Policy's Accumulation Value in the Account will
reflect the amount and frequency of premium payments,  the investment experience
of the chosen  Subaccounts  and the Fixed  Account,  policy  loans,  any Partial
Withdrawals,  and any charges imposed in connection with the Policy.  The entire
investment  risk of the  Account  is borne  by the  Policyowner.  ALIC  does not
guarantee a minimum Accumulation Value in the Account.  (See Accumulation Value,
page 17.) It does guarantee the Fixed Account.

The  Policyowner  may  surrender the Policy at any time and receive its Net Cash
Surrender Value. Subject to certain limitations, the Policyowner may also make a
Partial  Withdrawal  from the Policy  and  obtain a portion of the  Accumulation
Value at any time prior to the maturity date.  Partial  Withdrawals  will reduce
both the Accumulation Value and the Death Benefit payable under the Policy. (See
Partial  Withdrawals,  page 20) A charge will be  deducted  from the amount paid
upon Partial Withdrawal. (See Partial Withdrawal Charge, page 26.)

POLICY LOANS. Policy loans, secured by the Accumulation Value of the Policy, are
available. After the first policy anniversary, the Policyowner may obtain a loan
at "regular" loan interest rates, which shall not exceed 6% annually.
<PAGE>
After the later of age 55 or the tenth policy  anniversary,  the Policyowner can
borrow  against a limited  amount of the  Accumulation  Value of the Policy at a
"reduced"  interest  rate,  which  reduced rate is currently  3.5% and shall not
exceed 4% annually  ("reduced rate loan").  While the loan is  outstanding,  the
Policyowner  earns 3.5% interest on the Accumulation  Values securing the loans.
(For details concerning policy loan provisions, see page 19.)

Policy  loans may have tax  consequences  and will  affect  earnings  and Policy
Accumulation  Values.  Should the policy lapse while loans are  outstanding  the
portion of the loans attributable to earnings will become taxable distributions.
Should the Policy become a modified endowment  contract,  loans (including loans
to pay loan  interest)  will be  taxable  to the  extent  of any gain  under the
Policy.  Further,  a 10% penalty tax also applies to the taxable  portion of any
distribution  prior to the Insured's age 59 1/2. (See Federal Tax Matters,  page
29).

CHARGES

SALES CHARGE. There is no premium load to cover sales and distribution expenses.

PREMIUM CHARGES.  Generally,  a charge of no greater than 5% (currently 3.5%) of
each  premium  will be  deducted  to  compensate  ALIC for  premium  tax charges
(currently  2.5%) and the  expenses of  deferring  the tax  deduction  of policy
acquisition  costs (currently 1.0%) before placing any amount in a Subaccount or
the Fixed  Account.  ALIC does not  expect to derive a profit  from the  premium
charges. (See Deductions From Premium Payment, page 24).

MONTHLY CHARGES AGAINST THE ACCUMULATION VALUE.

a) A monthly maintenance charge of up to $9.00 [currently ALIC is charging $9.00
per month  ($108.00  per year)  during  the first  Policy  Year and  during  the
12-month  period  after an increase  in  specified  amount,  and $4.50 per month
($54.00  per  year)   thereafter]   to  compensate   ALIC  for  the   continuing
administrative costs of the Policy; plus

b) A monthly charge for the cost of insurance including the cost for any riders.
(See Charges Deducted from Accumulation Value, page 24.)

SURRENDER  CHARGE.  This policy has no  surrender  charge.  However,  there is a
charge for Partial Withdrawals. (See below).

TRANSFER CHARGE. Fifteen transfers of Accumulation Value per policy year will be
permitted free of charge. A $10  administrative  charge may be assessed for each
additional  transfer.  The  transfer  charge  will be  deducted  from the amount
transferred. (See Transfer Charge, page 25.)

PARTIAL  WITHDRAWAL CHARGE. A maximum charge, not to exceed the lesser of $50 or
2% of the  amount  withdrawn  may  be  deducted  for  each  Partial  Withdrawal.
(Currently,  the charge is the lesser of $25 or 2%.) The charge will be deducted
from the amount paid as a result of the Partial  Withdrawal and will  compensate
ALIC for the administrative costs of Partial  Withdrawals.  A Partial Withdrawal
charge is not assessed  when a Policy is  surrendered.  (See Partial  Withdrawal
Charge, page 26.)

DAILY  CHARGES  AGAINST  THE  ACCOUNT.  A daily  charge at an annual rate not to
exceed .90% (currently .75%) of the average daily net assets of each Subaccount,
but not the Fixed  Account.  This  charge  compensates  ALIC for  mortality  and
expense risks assumed in connection with the Policy.  (See Daily Charges Against
the Account, page 26.)

No additional charges are currently made against the Account for federal,  state
or local taxes.  If there is a material  change from the  expected  treatment of
ALIC  under  federal,  state or local  tax  laws,  ALIC  may  determine  to make
deductions from the Account to pay those taxes. (See Taxes, page 26.)

In addition, because the Account purchases shares of the Funds, the value of the
units in each  Subaccount  will  reflect  the net  asset  value of shares of the
various Funds held therein, and therefore, the investment advisory fee and other
expenses incurred by the Funds. (See The Funds, page 10.)
<PAGE>
TAX TREATMENT OF THE POLICY

Like death benefits payable under  conventional  life insurance  policies,  life
insurance  proceeds  payable  under the Policy are  excludable  from the taxable
income of the  Beneficiary.  Should the  Policy be deemed a  modified  endowment
contract (see Federal Tax Matters-Tax  Status of the Policy,  page 29),  Partial
Withdrawals  or Surrenders,  assignments,  policy  pledges,  and loans under the
Policy  will be taxable to the  Policyowner  to the extent of any gain under the
Policy.  Generally, a 10% penalty tax also applies to the taxable portion of any
distribution  prior to the Insured  reaching  age 59 1/2.  (For  further  detail
regarding taxation, see Federal Tax Matters, page 29.)

REFUND PRIVILEGE

The  Policyowner is granted a period of time (a "free look period") to examine a
Policy and return it for a refund.  The Policyowner may cancel the Policy within
45 days after  Part I of the  application  is  signed,  within 10 days after the
Policyowner  receives  the  Policy,  or 10 days  after  ALIC  delivers  a notice
concerning  cancellation,  whichever  is later.  The amount of the refund is the
greater of the premium paid or the premium paid adjusted by investment gains and
losses. (See Refund Privilege, page 21.)

EXCHANGE PRIVILEGE

During  the first 24 months  after the  policy  date of the  Policy,  subject to
certain  restrictions,  the  Policyowner  may exchange the Policy for a flexible
premium  adjustable life insurance policy issued and made available for exchange
by ALIC. The policy provisions and applicable charges for the new Policy will be
based on the same Policy Date and Issue Age as under the Policy.  (See  Exchange
Privilege, page 21.)


ALIC AND THE ACCOUNT

AMERITAS LIFE INSURANCE CORP.

Ameritas  Life  Insurance  Corp.  ("ALIC")  is a mutual life  insurance  company
domiciled  in  Nebraska  since  1887.  ALIC is  currently  licensed to sell life
insurance in 49 states, and the District of Columbia. The Home Office of ALIC is
at One Ameritas Way, 5900 "0" Street, Lincoln, Nebraska 68501.
   
ALIC and  subsidiaries  had  total  assets  at  December  31,  1995 of over $2.4
billion.  ALIC enjoys a long  standing A+ (Superior)  rating from A.M.  Best, an
independent firm that analyzes  insurance  carriers.  ALIC also has been rated A
("Excellent") by Weiss Research,  Inc., and has an AA ("Excellent")  rating from
Standard & Poor's for claims-paying ability.

Ameritas  Investment  Corp.,  the principal  underwriter  of the  policies,  may
publish in  advertisements  and reports to  Policyowners,  the ratings and other
information  assigned to ALIC by one or more  independent  rating  services  and
charts  and other  information  concerning   dollar  cost  averaging,  portfolio
rebalancing, earnings sweep, tax-deference,  diversification,  asset allocation,
and other investment  methods.  ALIC may also publish information about Veritas,
the  direct-to-the-consumer  Division  of ALIC. The purpose of the ratings is to
reflect the financial strength and/or claims-paying ability of ALIC. The ratings
do not relate to the performance of the separate account.
    

AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVL

Ameritas  Life  Insurance  Corp.  Separate  Account  LLVL  ("the  Account")  was
established under Nebraska law on August 24, 1994. The assets of the Account are
held by ALIC and are  segregated  from all of ALIC's other assets.  These assets
are not chargeable with liabilities arising out of any other business which ALIC
may conduct, including any income, gains, or losses of ALIC. Although the assets
maintained in the Account will not be charged with any  liabilities  arising out
of ALIC's  other  business,  all  obligations  arising  under the  Policies  are
liabilities  of ALIC who will  maintain  assets in the Account of a total market
value at least  equal to the  reserve  and  other  contract  liabilities  of the
Account.  Nevertheless,  to the  extent  assets  in the  Account  exceed  ALIC's
liabilities in the Account, the assets are available to cover the liabilities of
ALIC's General
<PAGE>
Account.  ALIC may, from time to time,  withdraw  assets  available to cover the
General Account  obligations.  The Account is registered with the Securities and
Exchange  Commission  ("SEC")  under the  Investment  Company Act of 1940 ("1940
Act") as a unit investment trust,  which is a type of investment  company.  This
does not involve any SEC supervision of the management or investment policies or
practices of the Account.  For  state law purposes, the  Account is treated as a
Division of ALIC.

THE FUNDS

There  are  currently  eleven   Subaccounts  within  the  Account  available  to
Policyowners  for new  allocations.  Each  Subaccount of the Account will invest
only  in the  shares  of a  corresponding  portfolio  of the  Vanguard  Variable
Insurance Fund or the Neuberger & Berman Advisers Management Trust (collectively
the  "Funds").  Each  fund is  registered  with the SEC under the 1940 Act as an
open-end diversified management investment company.

The assets of each  portfolio of the Funds are held  separate from the assets of
the other  portfolios.  Thus, each portfolio  operates as a separate  investment
portfolio, and the income or losses of one portfolio generally have no effect on
the investment performance of any other portfolio.

The investment  objectives and policies of each portfolio are summarized  below.
There is no  assurance  that any of the  portfolios  will  achieve  their stated
objectives.  More detailed  information,  including a description  of investment
objectives, policies,  restrictions,  expenses and risks, is in the prospectuses
for each of the Funds,  which must accompany or precede this  Prospectus.  These
Prospectuses  should  be  read  carefully  together  with  this  Prospectus  and
retained.
   
All underlying fund information, including  Fund prospectuses, has been provided
to  ALIC  by  the  underlying Funds.   ALIC  has not independently verified this
information.
     
Each  Policyowner  should   periodically   consider  the  allocation  among  the
Subaccounts  in light of current  market  conditions  and the  investment  risks
attendant to investing in the Funds' various portfolios.

The Account will  purchase and redeem  shares from the Funds at net asset value.
Shares will be redeemed to the extent necessary for ALIC to collect charges, pay
the surrender values, Partial Withdrawals,  and make policy loans or to transfer
assets from one Subaccount to another,  or to the Fixed Account, as requested by
Policyowners.  Any  dividend  or  capital  gain  distribution  received  from  a
portfolio of the Funds will be invested immediately at net asset value in shares
of that portfolio and retained as assets of the corresponding Subaccount.

Since the Vanguard  Variable  Insurance Fund and the Neuberger & Berman Advisers
Management Trust are each designed to provide  investment  vehicles for variable
annuity or variable life insurance  contracts of various insurance companies and
will be sold to separate  accounts of other  insurance  companies as  investment
vehicles  for various  types of  variable  life  insurance  policies or variable
annuity  contracts,  there is a possibility  that a material  conflict may arise
between the interests of the Account and one or more of the separate accounts of
another  participating  insurance company.  In the event of a material conflict,
the affected  insurance  companies agree to take any necessary steps,  including
removing its separate accounts from the Funds, to resolve the matter.  The risks
of such mixed and shared funding are described  further in the  prospectuses  of
the Funds.


INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS' PORTFOLIOS

VANGUARD VARIABLE
INSURANCE FUND

PORTFOLIO         INVESTMENT POLICY                  OBJECTIVES
- --------------    ------------------------------     ---------------------------
Money Market      Invests in high-quality money      Seeks  to  provide current
                  market obligations issued  by      income consistent with the
                  financial institutions,  non-      preservation  of   capital 
                  financial  corporations,  and      and liquidity.  Also seeks
                  the   U.S.  Government,   its      to  maintain  a stable net
                  agencies  and   instrumental-      asset  value  of $1.00 per 
                  ities.  This policy  includes      share.
                  possible investment in  seven
                  specific  classifications  of
                  securities.   This  portfolio
                  will only invest in securities
                  that  mature in 13  months or
<PAGE>
                  less,  and will  maintain  an 
                  average  weighted maturity of 
                  90 days or less.

High-Grade Bond   Will invest in a statistically     Seeks  to  duplicate  the 
                  selected   sample   of   fixed     total return of publicly-
                  income   and   mortgage-backed     traded  investment  grade
                  securities   included  in  the     fixed  income  securities
                  Lehman Brothers Aggregate Bond     in  the  aggregate by at-
                  Index (the "Lehman Bond Index").   tempting to duplicate the
                  The portfolio  will invest 80%     investment performance of
                  or   more  of  its   assets in     a broad  investment grade
                  securities   included  in  the     bond index.
                  Lehman  Bond  Index, including 
                  not  less   than   65%  of its 
                  assets  in  U.S. Government or 
                  corporate bonds.  

Balanced          It  is  expected  that  common     Seeks  to provide capital 
                  stocks will  represent  60% to     growth  and  a reasonable
                  70% of  the  portfolio's total     level of current income.
                  assets.  The  remaining 30% to 
                  40% of the  portfolio's assets
                  will  be  invested   in  high-
                  quality  fixed  income securi-
                  ties. The portfolio may invest
                  up  to  10%  of  its assets in 
                  foreign securities.  

Equity Index      Expects  to invest in  all 500     Seeks to parallel the in-
                  stocks in the Standard & Poor's    vestment results  of  the 
                  500   Composite   Stock  Index     Standard  &  Poor's   500 
                  ("S&P 500 Index") in  approxi-     Composite   Stock   Price 
                  mately the same proportions as     Index (the "S&P 500").
                  they  are  represented  in the 
                  Index.  

Equity Income     Under normal circumstances, at     Seeks  to  provide a high
                  least 80% of portfolio  assets     level of current income.
                  will  be  invested  in income-
                  producing  equity  securities,
                  including divided-paying  com- 
                  mon stocks.  The portfolio may
                  invest up to 20% of its assets
                  in  certain  cash  investments
                  and   investment  grade  fixed
                  income securities.  

Growth Portfolio  Invests  primarily  in  equity     Seeks  to  provide  long-
                  securities  of  seasoned  U.S.     term capital appreciation.
                  companies  with  above-average
                  prospects  for  growth.  

International     Invests  primarily in appreci-     Seeks  to  provide  long- 
                  ation-oriented  equity securi-     term capital appreciation. 
                  ties  of   seasoned  companies  
                  located  outside  the   United 
                  States.  The  portfolio  seeks 
                  to diversify  its assets among 
                  as  many  as  thirty   foreign 
                  stock markets.  May also enter 
                  into  forward foreign currency 
                  exchange  contracts to protect 
                  against  fluctuations  in  ex-
                  change rates. 


NEUBERGER &
BERMAN ADVISERS
MANAGEMENT 
TRUST


PORTFOLIO         INVESTMENT POLICY                  OBJECTIVES
- -------------     ------------------------------     ---------------------------
   
Limited           Will  invest  in a diversified     Seeks the highest current
Maturity Bond     portfolio of limited  maturity     income  consistent   with
                  debt  securities. Under normal     low risk to principal and
                  circumstances  at least 65% of     liquidity. As a secondary
                  total  assets  are invested in     objective,    seeks    to 
                  debt  securities.   Does   not     enhance its total  return 
                  intend to  concentrate  25% or     through  capital appreci-
                  more  of  its  total assets in     ation when market factors
                  debt securities  of issuers in     indicate   this  may   be 
                  any  single   industry.   Will     available   without  sig-
<PAGE>
                  invest  not  more  than 10% of     nificant risk to principal.
                  its  assets,  measured  at the 
                  time  of  investment,  in debt 
                  securities     rated     below 
                  investment    grade.   Average 
                  portfolio  maturity  may range 
                  up to five years.
    
Growth            Invests  in  common stocks the     Seeks to provide  capital 
                  investment  adviser   believes     growth.
                  will   have   above    average 
                  earnings  or otherwise provide
                  investors  with  above average 
                  potential for capital appreci-
                  ation. 

Partners          Invests  primarily  in  common     Seeks to provide  capital
                  stocks     of      established     growth.
                  companies   using the   value-
                  oriented investment  approach.
                  Its  investment  program seeks 
                  securities   believed  to   be 
                  undervalued  based   on strong 
                  fundamentals   such   as   low
                  price-to-earnings ratios, con-
                  sistent cash flow  and support 
                  from asset values.
   
Balanced          The investment  adviser  anti-     Seeks to provide long-term
                  cipates that  investments will     capital growth and reason-
                  normally  be  managed  so that     able current  income with-
                  approximately   60%  of    the     out    undue    risk    to 
                  portfolio's  total assets will     principal.
                  be invested  in common  stocks
                  and the remaining  assets will
                  be invested in debt securities.
                  Not  more  than   10%  of that 
                  portion   of   the portfolio's
                  assets   committed   to  fixed
                  income   securities   will  be 
                  invested   in  debt securities
                  rated  below investment grade.  
                  Depending upon  the investment
                  adviser's  views  on   current
                  market   trends,  the   common 
                  stock   portion  of  the port-
                  folio's  investments  may   be
                  adjusted  downward  as  low as 
                  50% or upward to as high as 70%.
                  At least 25% of assets will be 
                  invested in fixed income senior
                  securities. 
    
FUND MANAGEMENT FEES
   
Fee  information  relating  to  the underlying funds was provided to ALIC by the
underlying funds.  ALIC has not  independently veritied the information received
from the underlying funds.
    
Vanguard's Fixed Income Group provides advisory services to the Money Market and
High-Grade Bond portfolios.  Vanguard's Core Management Group provides  advisory
services to the Equity Index portfolio.  Wellington  Management Company,  Newell
Associates  and  Lincoln  Capital  Management  serve as  independent  investment
advisors to the Balanced,  Equity Income, and Growth  portfolios,  respectively.
The International  portfolio employs Schroder Capital Management  International,
Inc. as the adviser.  Vanguard  charges a fee to each  portfolio  for  providing
management, distribution and marketing services.

Neuberger & Berman Management  Incorporated is paid a fee to serve as investment
adviser to the  Neuberger  & Berman  Advisers  Management  Trust  (the  "Trust")
portfolios.

In addition to the advisory fee, the Trust incurs the following expenses: legal,
auditing  or  accounting  expenses,   trustee's  fees  and  expenses,  insurance
premiums,  brokers' commissions,  taxes and governmental fees, expenses of issue
or redemption of shares,  expenses of registering or qualifying shares for sale,
reports and notices to shareholders and variable  contract owners,  and fees and
disbursements of custodians, transfer agents, registrars,  shareholder servicing
agents and dividend  disbursing  agents,  and certain  expenses  with respect to
membership fees of industry associations. These expenses are paid by Neuberger &
Berman Management, Incorporated, which charges a fee for this service.
<PAGE>
The amount of expenses  borne by each  portfolio for the most recent fiscal year
was as follows:
<TABLE>
<CAPTION>

                  INVESTMENT ADVISORY
PORTFOLIO             & MANAGEMENT       OTHER EXPENSE         TOTAL
<S>                      <C>                <C>                <C>
VANGUARD* 

Money Market              .17%               .06%               .23%
High-Grade Bond           .21%               .08%               .29%
Balanced                  .32%               .04%               .36%
Equity Index              .24%               .04%               .28%
Equity Income             .32%               .07%               .39%
Growth                    .41%               .06%               .47%
International             .43%               .11%               .54%

</TABLE>
<TABLE>
<CAPTION>
   
NEUBERGER & BERMAN**
<S>                      <C>                <C>               <C>    
Limited Maturity          .65%               .10%               .75%
Growth                    .84%               .10%               .94%
Partners                  .85%               .30%              1.15%
Balanced                  .85%               .19%              1.04%


*    9/30/95 fiscal year end.

**   12/31/95 fiscal year end.   Some  expenses  have  been  adjusted to reflect 
     certain increases in operating expense expected in 1996.
</TABLE>


The Advisers  Management  Trust has agreed to reimburse  each Neuberger & Berman
Portfolio for its operating expenses and its pro rata share of its corresponding
series'  operating  expenses,  excluding the  compensation of Neuberger & Berman
Management, taxes, interest, extraordinary expenses,  brokerage commissions, and
transaction  costs that  exceed 1% of the  portfolio's  average  daily net asset
value. This agreement is expected to continue in future years. In the absence of
reimbursement, the portfolio's expenses may increase.
    

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

ALIC  reserves the right,  subject to applicable  law, and, if necessary,  after
notice to and prior approval from the SEC and/or state insurance  authorities to
make additions to, deletions from, or substitutions for the shares that are held
in the Account or that the Account may purchase.  The Account may, to the extent
permitted by law,  purchase  other  securities  for other  contracts or permit a
conversion between contracts upon request by the Policyowners.

ALIC may, in its sole discretion,  also establish additional  Subaccounts of the
Account,  each of which would invest in shares  corresponding to a new portfolio
of the Funds or in shares  of  another  investment  company  having a  specified
investment  objective.   ALIC  may,  in  its  sole  discretion,   establish  new
Subaccounts  or  eliminate  one or more  Subaccounts  if  marketing  needs,  tax
considerations or investment conditions warrant. Any new Subaccounts may be made
available to existing Policyowners on a basis to be determined by ALIC.

If any of these  substitutions  or  changes  are made,  ALIC may by  appropriate
endorsement  change the Policy to reflect the  substitution  or change.  If ALIC
deems  it to be in  the  best  interest  of  Policyowners,  and  subject  to any
approvals that may be required under applicable law, the Account may be operated
as a management  company under the 1940 Act, it may be  deregistered  under that
Act if registration is no longer required, or it may be combined with other ALIC
separate  accounts.  To the extent  permitted by  applicable  law, ALIC may also
transfer  the assets of the  Account  associated  with the  Policies  to another
separate  account.  In addition,  ALIC may, when  permitted by law,  restrict or
eliminate  any voting  rights of  Policyowners  or other persons who have voting
rights as to the Account.

The Policyowner will be notified of any material change in the investment policy
of any portfolio in which the policyowner has an interest.


FIXED ACCOUNT

Policyowners may elect to allocate all or a portion of their premium payments to
the Fixed Account,  and they may also transfer monies from the Separate  Account
to the Fixed  Account or from the Fixed  Account to the Separate  Account.  (See
Transfers, page 20.)

Payments  allocated  to the Fixed  Account  and  transferred  from the  Separate
Account to the Fixed  Account are placed in the General  Account of ALIC,  which
supports insurance and annuity obligations.  The General Account
<PAGE>

includes all of ALIC's  assets,  except those assets  segregated in the separate
accounts.  ALIC has the sole  discretion  to invest  the  assets of the  General
Account,  subject  to  applicable  law.  ALIC bears an  investment  risk for all
amounts  allocated or  transferred  to the Fixed  Account and interest  credited
thereto,  less any deduction for charges and expenses,  whereas the  Policyowner
bears the investment risk that the declared rate described  below, may fall to a
lower rate after the expiration of a declared rate period.  Because of exemptive
and  exclusionary  provisions,  interests  in the General  Account have not been
registered  under the Securities Act of 1933 (the "1933 Act") nor is the General
Account  registered as an investment company under the Investment Company Act of
1940 (the "1940" Act"). Accordingly neither the General Account nor any interest
therein is generally subject to the provisions of the 1933 or 1940 Act.

We understand that the staff of the SEC has not reviewed the disclosures in this
Prospectus  relating  to the Fixed  Account  portion of the  Contract;  however,
disclosures  regarding the Fixed Account  portion of the Contract may be subject
to generally applicable  provisions of the Federal Securities Laws regarding the
accuracy and completeness of statements made in prospectuses.

ALIC guarantees  that it will credit interest at an effective  annual rate of at
least 3.5%.  ALIC may, at its discretion,  declare higher  interest  rate(s) for
amounts  allocated or transferred to the General Account  ("Declared  Rate(s)").
Each month ALIC will  establish the declared rate for the monies  transferred or
allocated to the Fixed Account that month.  The  Policyowner  will earn interest
for a  12-month  period  on the  amount  transferred  or  allocated  at the rate
declared  effective  the month of  transfer  or  allocation.  During  subsequent
12-month periods,  the Policyowner will earn interest on the monies  transferred
and the  increase  thereon  at the rate  declared  for each  month for each such
12-month period.


POLICY BENEFITS

PURPOSES OF THE POLICY

The Policy is designed to provide the Policyowner  with both lifetime  insurance
protection to the policy  anniversary  nearest the Insured's  100th birthday and
flexibility in connection with the amount and frequency of premium  payments and
with the level of life insurance proceeds payable under the Policy.

The  Policyowner  is not required to pay scheduled  premiums to keep a Policy in
force, but may, subject to certain limitations, vary the frequency and amount of
premium payments.  Moreover, the Policy allows a Policyowner to adjust the level
of death  benefits  payable  under the Policy  without  having to purchase a new
Policy by increasing (with evidence of insurability) or decreasing the Specified
Amount.  An  increase  in  the  Specified  Amount  will  increase  the  optional
Guaranteed Death Benefit Premium required. Thus, as insurance needs or financial
conditions  change, the Policyowner has the flexibility to adjust life insurance
benefits and vary premium payments.

The Death Benefit may, and the Accumulation Value will, vary with the investment
experience  of the  chosen  Subaccounts  of the  Account.  Thus the  Policyowner
benefits from any appreciation in value of the underlying  assets, but bears the
investment  risk of any  depreciation  in value.  As a result,  whether or not a
Policy  continues in force may depend in part upon the investment  experience of
the chosen  Subaccounts.  The failure to pay a planned periodic premium will not
necessarily  cause the  Policy to lapse,  but the  Policy  could  lapse  even if
planned  periodic  premiums  have  been  paid,  depending  upon  the  investment
experience  of the  Account.  ALIC agrees to keep the Policy in force during the
first three years and provide a Guaranteed  Death Benefit  during that period so
long as the cumulative  monthly  Guaranteed  Death Benefit  Premium is paid even
though the Guaranteed  Death Benefit  Premium allowed by contract may not, after
the payment of monthly insurance and administrative  charges,  generate positive
Net Cash Surrender Values.


DEATH BENEFIT PROCEEDS

As long as the Policy remains in force,  ALIC will, upon  satisfactory  proof of
the Insured's  death,  pay the Death Benefit  Proceeds of a Policy in accordance
with the death benefit option in effect at the time of the Insured's  death. The
amount  of the  death  benefits  payable  will be  determined  at the end of the
Valuation  Period during which the Insured's death  occurred.  The Death Benefit
Proceeds  may be paid in a lump sum or under one or more of the payment  options
set forth in the Policy. (See Payment Options, page 18.)
<PAGE>
Death  Benefit   Proceeds  will  be  paid  to  the  surviving   beneficiary   or
beneficiaries  specified in the  application or as subsequently  changed.  If no
beneficiary is chosen, the proceeds will be paid to the Policyowner's estate.


DEATH BENEFIT OPTIONS
   
The Policy  provides two Death  Benefit  options,  unless the Extended  Maturity
Rider is in  effect,  and the  Policyowner  selects  one of the  options  in the
application.  The Death  Benefit under either option will never be less than the
current  Specified  Amount of the Policy as long as the Policy  remains in force
(see Policy Lapse and  Reinstatement,  page 23). The minimum  initial  Specified
Amount  is  currently  $100,000.   Defined  differences,   assisted  by  graphic
illustrations are as follows:
    

OPTION A.
[GRAPHIC OMITTED] (OMITTED GRAPH ILLUSTRATES PAYOUT UNDER DEATH BENEFIT OPTION
A, SPECIFICALLY BY SHOWING THE RELATIONSHIP, OVER TIME, BETWEEN THE SPECIFIED
AMOUNT AND THE ACCUMULATION VALUE.) 





Death  Benefit  Option  A.  Pays a Face  Amount  of Death  Benefit  equal to the
Specified Amount or the Accumulation Value multiplied by the Death Benefit Ratio
(as illustrated at Point A) whichever is greater.


Under Option A, the Death Benefit is the current  Specified Amount of the Policy
or, if greater,  the applicable  percentage of Accumulation Value on the date of
death. The applicable percentage is 250% for Insureds with an attained age 40 or
younger on the policy  anniversary prior to the date of death. For Insureds with
an attained age over 40 on that policy anniversary, the percentage declines. For
example, the percentage at age 40 is 250%, at age 50 is 185%, at age 60 is 130%,
at age 70 is 115%, at age 80 is 105%, and at age 95 is 100%. Accordingly,  under
Option A the Death Benefit will remain level at the Specified  Amount unless the
applicable  percentage  of  Accumulation  Value  exceeds the  current  Specified
Amount,  in  which  case  the  amount  of the  Death  Benefit  will  vary as the
Accumulation Value varies.  Policyowners who prefer to have favorable investment
performance,  if any,  reflected  in  higher  Accumulation  Value,  rather  than
increased insurance coverage, generally should select Option A.

OPTION B.
[GRAPHIC OMITTED] (OMITTED GRAPH ILLUSTRATES PAYOUT UNDER DEATH BENEFIT OPTION
B, SPECIFICALLY BY SHOWING THE RELATIONSHIP, OVER TIME, BETWEEN THE SPECIFIED 
AMOUNT AND THE ACCUMULATION VALUE.)






Death  Benefit  Option  B.  Pays a Face  Amount  of Death  Benefit  equal to the
Specified Amount plus the Policy's  Accumulation Value or the Accumulation Value
multiplied by the Death Benefit Ratio, whichever is greater.
<PAGE>
Under Option B, the death benefit is equal to the current  Specified Amount plus
the Accumulation Value of the Policy or, if greater,  the applicable  percentage
of the Accumulation Value on the date of death. The applicable percentage is the
same as under Option A: 250% for Insureds  with an attained age 40 or younger on
the policy  anniversary  prior to the date of death,  and for  Insureds  with an
attained  age  over 40 on  that  policy  anniversary  the  percentage  declines.
Accordingly,  under Option B the amount of the death benefit will always vary as
the  Accumulation  Value  varies  (but  will  never be less  than the  Specified
Amount).  Policyowners who prefer to have favorable investment  performance,  if
any, reflected in increased insurance coverage,  rather than higher Accumulation
Values, generally should select Option B.
   
EXTENDED MATURITY. If  the  Extended  Maturity  Rider  is  in  effect, the Death
Benefit will be the Accumulation Value.
    
CHANGE IN DEATH BENEFIT OPTION. The Death Benefit option may be changed once per
year  after  the first  policy  year by  sending  ALIC a  written  request.  The
effective  date  of  such a  change  will  be the  monthly  activity  date on or
following the date the change is approved by ALIC. A change may have Federal Tax
consequences.

If the Death  Benefit  option is  changed  from  Option A to Option B, the Death
Benefit after the change will equal the Specified  Amount before the change plus
the  Accumulation  Value on the  effective  date of the change and will  require
evidence of insurability  before the change is made. If the death benefit option
is changed from Option B to Option A, the Specified  Amount under Option A after
the change will equal the death benefit under Option B on the effective  date of
change.

No charges will be imposed upon a change in Death Benefit option,  nor will such
a change  in and of  itself  result in an  immediate  change in the  amount of a
Policy's  Accumulation Value.  However, a change in the Death Benefit option may
affect the monthly  cost of insurance  charge since this charge  varies with the
Net Amount at Risk, which is the amount by which the Death Benefit that would be
payable on a monthly activity date exceeds the Accumulation  Value on that date.
Changing from Option B to Option A will generally  decrease,  in the future, the
Net Amount at Risk, and therefore the cost of insurance  charges.  Changing from
Option A to Option B will  increase  the Net Amount at Risk.  Such a change will
result in an immediate  increase in the cost of insurance charges because of the
increased  coverage.  (See  Charges  and  Deductions,  page 24 and  Federal  Tax
Matters, page 29.)



CHANGE IN SPECIFIED  AMOUNT.  Subject to certain  limitations,  after the first
policy year, a Policyowner  may increase or decrease the  Specified  Amount of a
Policy.  A change in Specified  Amount may affect the cost of insurance rate and
the Net  Amount  at Risk,  both of which  may  affect  a  Policyowner's  cost of
insurance charge and have Federal Tax consequences. (See Charges and Deductions,
page 24 and Federal Tax Matters, page 29.)

Any increase or decrease in the  Specified  Amount will become  effective on the
Monthly  Activity  Date on or next  following  the  date a  written  request  is
approved by ALIC. The Specified  Amount of a Policy may be changed only once per
year and ALIC may  limit the size of a change in a policy  year.  The  Specified
Amount  remaining  in force after any  requested  decrease  may not be less than
$100,000 in the first three policy years and $75,000 thereafter. In addition, if
following the decrease in Specified Amount, the Policy would not comply with the
maximum premium limitations required by Federal Tax Law (See Premiums, page 22),
the  decrease  may be  limited  or  Accumulation  Value may be  returned  to the
Policyowner at the Policyowner's election, to the extent necessary to meet these
requirements.

Increases in the  Specified  Amount will be allowed after the first policy year.
For an increase in the Specified Amount, a written supplemental application must
be  submitted.  ALIC may  also  require  additional  evidence  of  insurability.
Although  an increase  need not  necessarily  be  accompanied  by an  additional
premium,  in certain cases an additional  premium will be required to effect the
requested increase.  (See Premiums upon Increases in Specified Amount, page 23).
The minimum amount of any increase is $25,000, and an increase cannot be made if
the Insured's  attained age is over 80. An increase in the Specified Amount will
result  in  certain  increased   charges,   which  will  be  deducted  from  the
Accumulation  Value of the Policy on each Monthly  Activity Date. An increase in
the Specified Amount during the time the Guaranteed  Death Benefit  provision is
in effect  will  increase  the premium  requirements  for that  provision.  (See
Charges and Deductions, page 24.)
<PAGE>
METHODS OF AFFECTING INSURANCE PROTECTION

A Policyowner may increase or decrease the pure insurance protection (Net Amount
at Risk) provided by a Policy - the difference between the Death Benefit and the
Accumulation  Value - in several  ways as  insurance  needs  change.  These ways
include increasing or decreasing the Specified Amount of insurance, changing the
level of premium  payments,  and  making a Partial  Withdrawal  of the  Policy's
Accumulation Value.  Certain of these changes may have Federal Tax consequences.
The  consequences  of each of these  methods  will  depend  upon the  individual
circumstances.


DURATION OF THE POLICY

The duration of the Policy generally  depends upon the  Accumulation  Value. The
Policy  will  remain  in  force  so long  as the Net  Cash  Surrender  Value  is
sufficient to pay the monthly deduction. (See Charges Deducted from Accumulation
Value, page 24.) Where, however, the Net Cash Surrender Value is insufficient to
pay the  monthly  deduction  and the grace  period  expires  without an adequate
payment by the Policyowner,  the Policy will lapse and terminate  without value.
(See Policy Lapse and Reinstatement, page 23.) ALIC agrees to keep the policy in
force  during the first three years and provide a  Guaranteed  Death  Benefit so
long as the cumulative Guaranteed Death Benefit premium is paid. (See Additional
Insurance Benefits, page 28)


ACCUMULATION VALUE

The Policy's Accumulation Value in the Account or the Fixed Account will reflect
the investment performance of the chosen Subaccounts of the Account or the Fixed
Account,  the net  premiums  paid,  any  Partial  Withdrawals,  and the  charges
assessed in connection with the Policy.  A Policyowner may at any time surrender
the Policy and receive the Policy's Net Cash Surrender  Value.  (See Surrenders,
page 20.) There is no guaranteed minimum Accumulation Value.

DETERMINATION OF ACCUMULATION VALUE.  Accumulation  Value is determined on each
Valuation Date. On the policy Issue Date, the Accumulation Value in a Subaccount
will equal the portion of any net premium  allocated to the Subaccount,  reduced
by the portion of the first  monthly  deductions  allocated to that  Subaccount.
(See Allocation of Premiums and Accumulation  Value,  page 23.)  Thereafter,  on
each Valuation Date, the Accumulation Value of a Policy will equal:

(a) The  aggregate  of the  values  attributable  to the  Policy  in each of the
    Subaccounts  on the  Valuation  Date,  determined  for  each  Subaccount  by
    multiplying the  Subaccount's  unit value by the number of Subaccount  units
    allocated to the Policy; plus

(b) The value of the Fixed Account; plus

(c) Any Accumulation Value impaired by policy debt held in the General Account; 
    plus

(d) Any net premiums received on that Valuation Date; less

(e) Any Partial Withdrawal, and its charge, made on that Valuation Date; less

(f) Any monthly deduction to be made on that Valuation Date; less

(g) Any federal or state income taxes charged against the Accumulation Value.

In computing the Policy's  Accumulation  Value,  the number of Subaccount  units
allocated to the Policy is determined after any transfers among Subaccounts,  or
the Fixed  Account,  (and  deduction  of transfer  charges) but before any other
Policy transactions, such as receipt of net premiums and Partial Withdrawals, on
the Valuation Date. Because the Accumulation Value is dependent upon a number of
variables, a Policy's Accumulation Value cannot be predetermined.
<PAGE>
THE UNIT VALUE.  The unit  value of each  Subaccount  reflects  the  investment
performance  of that  Subaccount.  The unit  value of each  Subaccount  shall be
calculated by (i) multiplying the per share net asset value of the corresponding
Fund  portfolio  on the  Valuation  Date times the number of shares  held by the
Subaccount,  before the purchase or redemption of any shares on that date; minus
(ii) a charge not  exceeding  an annual rate of .90% for  mortality  and expense
risk;  and (iii)  dividing  the result by the total  number of units held in the
Subaccount on the Valuation Date, before the purchase or redemption of any units
on that date. (See Daily Charges Against the Account, page 26.)


BENEFITS AT MATURITY
   
If the  Insured is  living,  ALIC will pay the Net Cash  Surrender  Value of the
Policy on the Maturity  Date to the  Policyowner.  The Policy will mature on the
policy anniversary nearest the Insured's 100th birthday, if living,  unless  the
maturity has been extended by election of the Extended Maturity Rider.
    

PAYMENT OF POLICY BENEFITS

Death Benefit  Proceeds  under the Policy will usually be paid within seven days
after ALIC receives  Satisfactory  Proof of Death.  Accumulation  Value benefits
will  ordinarily  be paid  within  seven days of  receipt of a written  request.
Payments  may be  postponed  in  certain  circumstances.  (See  Postponement  of
Payments,  page 27.) The  Policyowner  may decide the form in which the benefits
will be paid. During the Insured's lifetime, the Policyowner may arrange for the
Death  Benefit  Proceeds  to be paid in a lump sum or  under  one or more of the
optional methods of payment described below. Changes must be in writing and will
revoke all prior  elections.  These choices are also  available if the Policy is
surrendered or matures.  If no election is made, ALIC will pay the benefits in a
lump sum.  When death  benefits are payable in a lump sum and no election for an
optional  method  of  payment  is in force  at the  death  of the  Insured,  the
beneficiary may select one or more of the optional methods of payment.  Further,
if the Policy is assigned, any amounts due to the assignee will first be paid in
one sum. The  balance,  if any, may be applied  under any payment  option.  Once
payments have begun, the payment option may not be changed.

PAYMENT OPTIONS.  The minimum amount of each payment is $100. If a payment would
be less than $100 ALIC has the  right to make  payments  less  often so that the
amount of each payment is at least $100. Once a payment option is in effect, the
proceeds will be  transferred  to ALIC's  general  account.  ALIC may make other
payment options available in the future. For additional  information  concerning
these  options,  see the  Policy  itself.  The  following  payment  options  are
currently available:

OPTION AI--INTEREST PAYMENT OPTION. ALIC will hold any amount applied under this
option.  Interest on the unpaid balance will be paid or credited each month at a
rate determined by ALIC.

OPTION  AII--FIXED  AMOUNT  PAYABLE OPTION.  Each payment will be for an agreed
fixed amount. Payments continue until the amount ALIC holds runs out.

OPTION  B--FIXED  PERIOD  PAYMENT  OPTION.  Equal  payments will be made for any
period selected up to 20 years.

OPTION C--LIFETIME PAYMENT OPTION.  Equal monthly payments are based on the life
of a named  person.  Payments  will  continue  for the  lifetime of that person.
Variations provide for guaranteed payments for a period of time.

OPTION D--JOINT LIFETIME PAYMENT OPTION. Equal monthly payments are based on the
lives of two named persons. While both are living, one payment will be made each
month.  When one dies,  the same payment  will  continue for the lifetime of the
other.

As an alternative to the above payment options,  the proceeds may be paid in any
other manner approved by ALIC.
<PAGE>
POLICY RIGHTS

LOAN BENEFITS

LOAN PRIVILEGES.  After the first policy anniversary, the Policyowner may borrow
up to 100% of the Net Cash  Surrender  Value after  adjustment for loan interest
and  guaranteed  monthly  deductions  for the remainder of the policy year.  The
loans will be made at regular and, as  described  below,  reduced loan  interest
rates.  Loans  usually are funded  within seven days after  receipt of a written
request.  The loan may be repaid at any time while the Insured is living,  prior
to the  Maturity  Date.  Loans  may have a tax  consequence.  (See  Federal  Tax
Matters, page 29).

LOAN  INTEREST.  ALIC charges  interest to  Policyowners  at regular and reduced
rates. Regular loans will accrue interest on a daily basis at a rate of up to 6%
per year. ALIC is currently  charging 5.5% on regular loans. If unpaid when due,
interest  will be added to the amount of the loan and bear  interest at the same
rate. After the later of age 55 or the tenth policy anniversary, the Policyowner
may borrow each year a limited amount of the Accumulation Value of the Policy at
a reduced  interest rate.  Interest will accrue on a daily basis at a rate of up
to 4% per year. ALIC is currently  charging 3.5% interest on reduced rate loans.
The amount available at the reduced rate is 10% of the Accumulation  Value as of
the later of age 55 or the 10th  policy  anniversary  (the start date) times the
number of years since the start date,  increased by the accrued interest charges
on the reduced loan amount.

EFFECT OF POLICY LOANS.  When a loan is made,  Accumulation  Value equal to the
amount of the loan will be transferred from the Account and/or the Fixed Account
to the General Account of ALIC as security for the indebtedness. The Policyowner
earns  3.5%  interest  on  the  Accumulation  Values  securing  the  loans.  The
Accumulation  Value  transferred  out of the Account will be allocated among the
Subaccounts or the Fixed Account in accordance with the instructions  given when
the loan is  requested.  The minimum  amount which can remain in a Subaccount or
the Fixed  Account as a result of a loan is $100. If no  instructions  are given
the amounts will be withdrawn in proportion to the various  Accumulation  Values
in the  Subaccounts or the Fixed Account.  If loan interest is not paid when due
in any Policy Year,  on the Policy  Anniversary  thereafter,  ALIC will loan the
interest and allocate the amount  transferred to secure the excess  indebtedness
among the  Subaccounts  and the Fixed  Account as set out just above.  No charge
will be imposed for these transfers.  A policy loan will permanently  affect the
Accumulation  Value of a Policy,  and may  permanently  affect the amount of the
Death Benefits Proceeds, even if the loan is repaid.

Interest  earned on amounts held in the general account will be allocated to the
Subaccounts  and the  Fixed  Account  on each  policy  anniversary  in the  same
proportion  that net premiums are being  allocated to those  Subaccounts and the
Fixed Account at the time.  Upon repayment of  indebtedness,  the portion of the
repayment  allocated in accordance with the repayment of indebtedness  provision
(see  below) will be  transferred  to increase  the  Accumulation  Value in that
Subaccount or the Fixed Account.

OUTSTANDING  POLICY DEBT.  The  outstanding  policy debt equals the total of all
policy loans and accrued  interest on policy  loans.  If the policy debt exceeds
the Accumulation  Value, and any accrued expenses,  the Policyowner must pay the
excess.  ALIC  will  send a notice  of the  amount  which  must be paid.  If the
Policyowner  does not make the  required  payment  within the 61 days after ALIC
sends the notice,  the Policy will terminate  without  value.  Should the policy
lapse while policy loans are outstanding  the portion of the loans  attributable
to earnings will become  taxable.  A Policyowner  may lower the risk of a policy
lapsing  while loans are  outstanding  as a result of a reduction  in the market
value of  investments  in the various  Subaccounts by investing in a diversified
group of lower risk investment  portfolios and/or  transferring the funds to the
Fixed  Account and receiving a guaranteed  rate of return.  Should a substantial
reduction be experienced,  the Policyowner may need to lower anticipated Partial
Withdrawals and loans,  repay loans, make additional  premium payments,  or take
other action to avoid policy  lapse.  A lapsed  Policy may later be  reinstated.
(See Policy Lapse and Reinstatement, page 23.)

REPAYMENT  OF  INDEBTEDNESS.  Unscheduled  premiums  paid while a policy loan is
outstanding are treated as repayment of indebtedness  only if the Policyowner so
requests.  As  indebtedness  is repaid,  the  Accumulation  Value in the general
account securing the indebtedness repaid will be allocated among the Subaccounts
and the  Fixed  Account  in the same  proportion  that net  premiums  are  being
allocated at the time of repayment.
<PAGE>
SURRENDERS

At any time during the lifetime of the Insured and prior to the  Maturity  Date,
the  Policyowner  may Surrender the Policy by sending a written request to ALIC.
The amount available for Surrender is the Net Cash Surrender Value at the end of
the Valuation  Period  during which the Surrender  request is received at ALIC's
Home Office.  Surrenders  will generally be paid within seven days of receipt of
the written  request.  (See  Postponement of Payments,  page 27.) Surrenders may
have tax consequences. (See Tax Treatment of Policy Proceeds, page 30.)

If the Policy is being  surrendered,  the Policy itself must be returned to ALIC
along with the request.  ALIC will pay the Net Cash  Surrender  Value.  Coverage
under the Policy will terminate as of the date of a Surrender. A Policyowner may
elect to have the  amount  paid in a lump sum or under a  payment  option.  (See
Payment Options, page 18.)



PARTIAL WITHDRAWALS


Partial  withdrawals are  irrevocable.  The amount of a Partial Withdrawal may 
not exceed the Net Cash Surrender  Value on the date the  request is  received 
and may not be less than $500.  The Net Cash  Surrender Value after a  Partial
Withdrawal  must be the greater of $1,000 or an amount  sufficient  to maintain
the policy in force for the remainder of the policy year.


The amount  paid will be  deducted  from the  Subaccounts  or the Fixed  Account
according to the instructions of the Policyowner when the Partial  Withdrawal is
requested,  provided  that the minimum  amount  remaining in a  Subaccount  as a
result of the allocation is $100. If no instructions are given, the amounts will
be withdrawn in proportion to the various Accumulation Values in the Subaccounts
and/or Fixed Account.

The Death  Benefit will be reduced by the amount of any Partial  Withdrawal  and
may affect the way in which the cost of insurance  charge is calculated  and the
Net Amount at Risk under the Policy. (See Monthly Deduction - Cost of Insurance,
page 25; Death Benefit Options--Methods of Affecting Insurance Protection,  page
17.) If Option B is in effect,  the  Specified  Amount will not change,  but the
Accumulation Value will be reduced.

The Specified  Amount  remaining in force after a Partial  Withdrawal may not be
less than $100,000  during the first three policy years and $75,000  thereafter.
Any request for a Partial  Withdrawal  that would  reduce the  Specified  Amount
below this amount will not be implemented.  A Partial  Withdrawal  charge not to
exceed the lesser of $50 or 2% of the amount  withdrawn  is  deducted  from each
Partial Withdrawal amount paid. Currently, the charge is the lesser of $25 or 2%
of the amount withdrawn. (See Partial Withdrawal Charge, page 26.)



TRANSFERS

Accumulation  Value may be transferred  among the Subaccounts of the Account and
to the Fixed  Account  as often as  desired.  The  transfers  may be  ordered in
person, by mail or by telephone.  The total amount transferred each time must be
at least $250,  or the  balance of the  Subaccount,  if less.  During the 30-day
period  following the Policy  Anniversary  Date,  transfers may be made from the
Fixed  Account to various  Subaccounts.  The amount that may be  transferred  is
limited to the greater of: 25% of the  Accumulation  Value of the Fixed Account;
the amount of any  transfer  from the Fixed  Account  during the prior  thirteen
months;  or $1,000.  The minimum  amount that may remain in a Subaccount  or the
Fixed Account after a transfer is $100.

The privilege to initiate  transactions  by telephone  will be made available to
Policyowners  automatically.  ALIC will employ reasonable  procedures to confirm
that  instructions  communicated  by telephone are genuine,  and if it does not,
ALIC  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.   The  procedures  ALIC  follows  for  transactions  initiated  by
telephone  include requiring the Policyowner to provide the policy number at the
time of giving  transfer  instructions;  ALIC's tape  recording of all telephone
transfer  instructions;  and the provision,  by ALIC, of written confirmation of
telephone transactions.

The first fifteen  transfers  per policy year will be permitted  free of charge.
Thereafter, a transfer charge of $10 may be imposed each additional time amounts
are transferred and will be deducted from the amount transferred.  (See Transfer
Charge,  page 25.)  Transfers  resulting  from  policy  loans or exercise of the
exchange  privilege  will not be subject to a transfer  charge.  ALIC may at any
time revoke or modify the  transfer  privilege,  including  the  minimum  amount
transferable.
<PAGE>
The Policy's transfer privilege is not intended to afford  Policyowners a way to
speculate  on  short-term  movements  in the  market.  Accordingly,  in order to
prevent excessive use of the transfer privilege that may potentially disrupt the
management  of the  Account  and  increase  transaction  costs,  the Account has
established a policy of limiting excessive transfer activity.

You may make two  substantive  transfers  from each  Portfolio (at least 30 days
apart) during any calendar  year. A  substantive  transfer is a transfer  from a
Subaccount for the lesser of: i) 51% of the Accumulation  Value or ii) $100,000.
This restriction does not limit non-substantive  transfers and does not apply to
transfers  from the Money Market  portfolio.  All transfers must be for at least
$250, or, if less, the balance of the Subaccount.

Transfers may be subject to additional restrictions at the fund level.
   
SYSTEMATIC PROGRAMS

ALIC may offer systematic programs as discussed below. Transfers of Accumulation
Value made pursuant to these programs will not be counted in determining whether
the transfer fee applies. All other normal transfer  restrictions,  as described
above, apply.

PORTFOLIO  REBALANCING.  Under the Portfolio  Rebalancing program, the Owner can
instruct  ALIC to  allocate  Accumulation  Value  among the  Subaccounts  of the
Account  and the Fixed  Account,  on a  systematic  basis,  in  accordance  with
allocation instructions specified by the Owner.

DOLLAR COST AVERAGING.  Under the Dollar Cost Averaging  program,  the Owner can
instruct ALIC to automatically  transfer, on a systematic basis, a predetermined
amount or percentage specified by the Owner from any one Subaccount or the Fixed
Account to any Subaccount(s) of the Separate Account.

EARNING SWEEP.  Permits systematic redistribution of earnings among Subaccounts.

The Owner can request  participation  in the available  programs when purchasing
the Policy or at a later date. The Owner can change the allocation percentage or
discontinue  any program by sending  written  notice or calling the Home Office.
Other  scheduled  programs  may be made  available.  ALIC  reserves the right to
modify,  suspend or terminate such programs at any time.  There is no charge for
participation in these programs at this time.
    

REFUND PRIVILEGE

The  Policyowner  may  cancel the  Policy  within 10 days after the  Policyowner
receives it,  within 10 days after ALIC  delivers a notice of the  Policyowner's
right  of  cancellation,  or  within  45  days  of  completing  Part  I  of  the
application,  whichever  is later.  If a Policy is  cancelled  within  this time
period the refund will be the greater of the  premium  paid or the premium  paid
adjusted by investment gains or losses.

To cancel the Policy,  the  Policyowner  must mail or deliver the policy and the
notice of cancellation  to ALIC at the Home Office.  Delivery to an agent is not
sufficient.  A refund of premiums  paid by check may be delayed  until the check
has cleared the Policyowner's bank. (See Postponement of Payments, page 27.)


EXCHANGE PRIVILEGE

During the first 24 policy  months  after the  Policy  Date of the  Policy,  the
Policyowner  may  exchange  the Policy for a flexible  premium  adjustable  life
insurance  policy  approved for exchange and issued by ALIC.  No new evidence of
insurability will be required.

The Policy Date, Issue Age and risk  classification  for the Insured will be the
same under the new Policy as under the old. In addition,  the policy  provisions
and  applicable  charges  for the new Policy and its riders will be based on the
same Policy Date and Issue Age as under the Policy.  Accumulation Values for the
exchange  and  payments  will  be  established  after  making   adjustments  for
investment  gains or losses  and after  recognizing  variance,  if any,  between
payment or charges, dividends or Accumulation Values under the flexible contract
and under the new Policy.  The  Policyowner  may elect either the same Specified
Amount or the same net amount at risk for the new Policy as under the old.

To make the change,  the Policy,  a completed  application  for exchange and any
required payment must be received by ALIC. The exchange will be effective on the
Valuation  Date when all  financial  and  contractual  arrangements  for the new
Policy have been completed.


PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must complete an application and submit
it to ALIC. A Policy will  generally be issued only to  individuals  80 years of
age or less on their  nearest  birthday  who  supply  satisfactory  
<PAGE>
evidence of  insurability  to ALIC.  ALIC may, at its sole  discretion,  issue a
Policy to an  individual  above the age of 80.  Acceptance  is subject to ALIC's
underwriting rules, and ALIC reserves the right to reject an application for any
reason.

The Policy Date is the effective  date of coverage for all coverage  applied for
in the  original  application.  The  Policy  Date is used  to  determine  policy
anniversary dates, policy years and policy months. The Policy Date and the Issue
Date  will be the  same  unless:  1) an  earlier  Policy  Date  is  specifically
requested,  or 2) the  Issue  Date  is  later  because  additional  premiums  or
application  amendments  were  needed.  When there are  additional  requirements
before  issue  (see  below)  the  Policy  Date  will be the  date it is sent for
delivery and the Issue Date will be the date the requirements are met. The Issue
Date is the date that all financial, contractual and administrative requirements
have been met and  processed  for the Policy.  When all  required  premiums  and
application  amendments have been received by ALIC in its Home Office, the Issue
Date will be the date the  Policy is  mailed to the  Policyowner  or sent to the
agent for delivery to the Policyowner. When application amendments or additional
premiums need to be obtained upon delivery of the Policy, the Issue Date will be
when the policy  receipt and Federal  Funds are  received;  and the  application
amendments are received and reviewed in ALIC's Home Office.  The initial premium
payment will be allocated to the Money Market Portfolio of the Vanguard Variable
Insurance  Fund as of the issue date,  for 13 days.  After the expiration of the
refund period,  the  Accumulation  Value will be allocated to the Subaccounts or
the Fixed Account as selected by the Policyowner.

Interim  conditional  insurance coverage may be issued prior to the policy date,
provided that certain  conditions are met. Upon the completion of an application
and the  payment  of the  required  amount at the time of the  application,  the
amount of the  interim  coverage is limited to the smaller of: (a) the amount of
insurance  applied for, (b) $100,000,  or (c) $25,000 if the proposed Insured is
under age 10 or over age 60 at nearest birthday.


PREMIUMS

No  insurance  will take effect  before an amount  equal to or greater  than the
minimum  initial  premium is  received  by ALIC in Federal  Funds.  The  minimum
initial premium is 25% of the total first year charges and deductions  including
charges for riders and any  substandard  risk  adjustments.  The minimum initial
premium is less than the Guaranteed Death Benefit Premium.  Subsequent  premiums
are payable at ALIC's Home Office.

Subject to certain limitations, a Policyowner has flexibility in determining the
frequency  and amount of  premiums.  However,  unless the  Policyowner  has paid
sufficient  premiums to pay the cost of insurance,  the monthly  maintenance and
mortality  and  expense  risk  charges,  the  Policy  may  have a zero  Net Cash
Surrender  Value and lapse.  ALIC agrees to keep the Policy in force  during the
first  three  years  and  provide  a  Guaranteed  Death  Benefit  so long as the
cumulative  monthly  Guaranteed  Death Benefit  Premium is paid even though,  in
certain  instances,  these  premiums  may not,  after  the  payment  of  monthly
insurance  and  administrative  charges,  generate  positive Net Cash  Surrender
Values. (See Additional Insurance Benefits (Riders), page 28.)

PLANNED PERIODIC PREMIUMS. At the time the Policy is issued each Policyowner may
determine a Planned  Periodic  Premium schedule that provides for the payment of
level premiums at selected intervals.  The Planned Periodic Premium schedule may
include the Guaranteed Death Benefit Premium. The Policyowner is not required to
pay premiums in accordance with this schedule.  The Policyowner has considerable
flexibility  to alter the amount  and  frequency  of  premiums  paid.  ALIC does
reserve the right to limit the number and amount of  additional  or  unscheduled
premium payments.

Policyowners  can also  change the  frequency  and  amount of  Planned  Periodic
Premiums by sending a written request to the Home Office, although ALIC reserves
the right to limit any increase.  Premium payment notices will be sent annually,
semi-annually or quarterly, depending upon the frequency of the Planned Periodic
Premiums.  Payment of the Planned Periodic  Premiums does not guarantee that the
Policy  remains in force unless the  Guaranteed  Death  Benefit  provision is in
effect.  Instead,  the duration of the Policy depends upon the Policy's Net Cash
Surrender  Value.  (See Duration of the Policy,  page 17.) Unless the Guaranteed
Death Benefit provision is in effect, even if Planned Periodic Premiums are paid
by the Policyowner,  the Policy will lapse any time the Net Cash Surrender Value
is  insufficient  to pay certain  monthly  charges,  and a grace period  expires
without a sufficient payment. (See Policy Lapse and Reinstatement, page 23.)

PREMIUM  LIMITATIONS.  In no event  may the  total of all  premiums  paid,  both
planned  and  unscheduled,   exceed  the  current  maximum  premium  limitations
established by federal tax laws.
<PAGE>
If at any time a premium is paid which would result in total premiums  exceeding
the current  maximum premium  limitation,  ALIC will only accept that portion of
the premium which will make total  premiums  equal the maximum.  Any part of the
premium in excess of that amount will be returned or applied as otherwise agreed
and no further  premiums will be accepted  until allowed by the current  maximum
premium  limitations  prescribed by law. ALIC may require additional evidence of
insurability  if any premium payment would result in an increase in the Policy's
net amount at risk on the date the premium is received.


PREMIUMS UPON INCREASES IN SPECIFIED  AMOUNT.  Depending  upon the  Accumulation
Value of the Policy at the time of an  increase in the  Specified  Amount of the
Policy and the amount of the increase  requested by  Policyowner,  an additional
premium payment may be required. ALIC will notify the Policyowner of any premium
required to fund the increase.  This  required  premium must be made as a single
payment.  The Accumulation  Value of the Policy will immediately be increased by
the amount of the payment, less the applicable premium charge.


ALLOCATION OF PREMIUMS AND ACCUMULATION VALUE

ALLOCATION OF NET PREMIUMS.  In the  application  for a Policy,  the Policyowner
allocates net premiums to one or more Subaccounts of the Account or to the Fixed
Account.  The minimum  percentage that may be allocated to any one Subaccount or
to the Fixed Account is 10% of the net premium,  and fractional  percentages may
not be used.  The  allocations  must total 100%.  The  allocation for future net
premiums may be changed without charge by providing  proper  notification to the
Home Office.  If there is any outstanding  policy debt at the time of a payment,
ALIC will treat the payment as a premium payment unless otherwise  instructed in
proper written notice.

The initial premium  payment will be allocated to the Money Market  portfolio of
the  Vanguard  Variable  Insurance  Fund  as of the  Issue  Date,  for 13  days.
Thereafter,  the Accumulation  Value will be allocated to the Subaccounts or the
Fixed Account as selected by the Policyowner.  Premium payments received by ALIC
prior to the Issue Date are held in the general account until the Issue Date and
are credited with interest at a rate  determined by ALIC for the period from the
date the payment has been  converted  into Federal Funds (monies of member banks
within the Federal Reserve System which are held on deposit at a Federal Reserve
Bank) that are available to ALIC. In no event will interest be credited prior to
the Policy Date.

ACCUMULATION  VALUE.  The value of the Subaccounts of the Separate  Account will
vary with the investment  performance of these  Subaccounts  and the Policyowner
bears the entire  investment  risk.  This will affect the Policy's  Accumulation
Value,  and  may  affect  the  Death  Benefit  as  well.   Policyowners   should
periodically  review their allocations of premiums and values in light of market
conditions and overall financial planning requirements.


POLICY LAPSE AND REINSTATEMENT

LAPSE.  Unlike  conventional  life  insurance  policies,  the  failure to make a
Planned  Periodic  Premium  payment  will not itself  cause the Policy to lapse.
Lapse will occur when the Net Cash Surrender  Value is insufficient to cover the
monthly deduction and a grace period expires without a sufficient payment unless
the Guaranteed Death Benefit provision is in effect. The grace period is 61 days
from the date ALIC mails a notice  that the grace  period  has begun.  ALIC will
notify the Policyowner at the beginning of the grace period by mail addressed to
the last known  address on file with ALIC.  The notice will  specify the premium
required to keep the Policy in force.  Failure to pay the required amount within
the grace period will result in lapse of the Policy.  If the Insured dies during
the grace period,  any overdue monthly  deductions and  outstanding  policy debt
will be deducted from the proceeds.

If the Net Cash Surrender Value is insufficient to cover the monthly  deduction,
the Policyowner  must pay a premium during the grace period  sufficient to cover
the monthly  deductions  and premium  charges for the three policy  months after
commencement  of the grace period to avoid lapse.  (See Charges and  Deductions,
page 24).
<PAGE>
REINSTATEMENT.  A lapsed  Policy may be  reinstated  any time within three years
(five years in Missouri) from the beginning of the grace period,  but before the
Maturity   Date.   Reinstatement   will  be  effected  based  on  the  Insured's
underwriting classification at the time of the reinstatement.

Reinstatement is subject to the following:

a. Evidence of insurability of the Insured satisfactory to ALIC (including 
   evidence of insurability of any person covered by a rider to reinstate the 
   rider);

b. Any policy debt will be reinstated with interest due and accrued;

c. The Policy cannot be reinstated if it has been surrendered for its full 
   surrender value;

d. The  payment of  a  premium  sufficient  to  pay  monthly  and  other policy 
   deductions  for the three months following reinstatement and to  pay premium 
   charges on the premiums paid; and

e. If the reinstatement  occurs during the first three Policy Years, you may pay
   premiums in the amount necessary to meet the cumulative monthly  requirements
   of the Guaranteed Death Benefit Premium as of the date of reinstatement.

The amount of Accumulation  Value on the date of reinstatement  will be equal to
the amount of the Net Cash  Surrender  Value on the date of lapse,  increased by
the premium  paid at  reinstatement,  less the  premium  charges and the amounts
stated  above.  If any  policy  debt was  reinstated,  that debt will be held in
ALIC's General Account.  Accumulation  Value  calculations  will then proceed as
described under "Accumulation Value" on page 17.

The effective date of  reinstatement  will be the first Monthly Activity Date on
or  next  following  the  date  of  approval  by  ALIC  of the  application  for
reinstatement.

CHARGES AND DEDUCTIONS

Charges will be deducted in connection  with the Policy to compensate  ALIC for:
(1) providing  the  insurance  benefits set forth in the Policy and any optional
insurance  benefits added by rider; (2) administering  the Policy;  (3) assuming
certain  risks in  connection  with the Policy;  and (4)  incurring  expenses in
distributing the Policy. The nature and amount of these charges are described 
more fully below.


DEDUCTIONS FROM PREMIUM PAYMENT

SALES CHARGE. There is no premium load to cover sales and distribution expenses.

PREMIUM CHARGES. A deduction of up to 5% (currently 3.5%) of the premium will be
made from each premium payment to pay state premium taxes  (currently  2.5%) and
the  expense  of  deferring  the  tax  deduction  of  policy  acquisition  costs
(currently 1.0%). The deduction represents an amount ALIC considers necessary to
pay all premium taxes imposed by the states and their subdivisions and to defray
the cost of  capitalizing  certain  policy  acquisition  expenses as required by
Internal  Revenue Code Section 848. ALIC does not expect to derive a profit from
the premium charges.

As to state premium  taxes,  these vary from state to state and currently  range
from .75 percent to 3.5 percent.  Therefore,  the deduction ALIC makes from each
premium  payment may be higher or lower than the actual premium tax imposed by a
particular  jurisdiction.  The rate of tax  imposed  is  subject  to  change  by
governmental entity.


CHARGES DEDUCTED FROM ACCUMULATION VALUE

MONTHLY DEDUCTION.  Charges  will be deducted as of the Policy Date and on each
Monthly  Activity Date thereafter from the  Accumulation  Value of the Policy to
compensate  ALIC for  administrative  expenses  and  insurance  provided.  These
charges will be allocated among the Subaccounts,  and the Fixed Account on a pro
rata basis. Each of these charges is described in more detail below.
<PAGE>
MAINTENANCE CHARGE. To compensate ALIC for the ordinary  administrative expenses
expected to be  incurred  in  connection  with a Policy,  the monthly  deduction
includes a $9.00 per policy  charge  (currently  $9.00 the first policy year and
the first 12 months  following an increase in Specified  Amount and $4.50 during
all other months).  This maintenance charge is levied throughout the life of the
Policy and is guaranteed  not to increase  above $9.00 per month.  ALIC does not
expect to make any profit from the monthly maintenance charge.

COST OF INSURANCE. Because the cost of insurance depends upon several variables,
the cost for each policy month can vary from month to month. ALIC will determine
the monthly cost of insurance  charges by  multiplying  the  applicable  cost of
insurance  rate by the Net Amount at Risk for each policy month.  The Net Amount
at Risk on any Monthly  Activity  Date is the amount by which the Death  Benefit
which  would  have been  payable  on that  Monthly  Activity  Date  exceeds  the
Accumulation Value on that date.

COST OF INSURANCE  RATE.  The  annual  cost of  insurance  rate is based on the
Insured's sex, attained age, policy duration,  Specified Amount, and risk class.
The  rate  will  vary  if the  Insured  is a  smoker,  non-smoker,  a  preferred
non-smoker or is  considered a  substandard  risk and rated with a tabular extra
rating.  For the initial Specified  Amount,  the cost of insurance rate will not
exceed those shown in the Table of Policy Charges shown in the schedule pages of
the  Policy.  These  guaranteed  rates are based on the  Insured's  age  nearest
birthday and are equal to the 1980  Commissioners  Standard  Ordinary Smoker and
Non-Smoker,  Male and Female Mortality  Tables.  The current rates range between
40% and 100% of the  rates  based on the 1980  Commissioners  Standard  Ordinary
Tables,  based on ALIC's own mortality  experience.  Policies issued on a unisex
basis are based upon the 1980  Commissioners  Standard Ordinary Table B assuming
80% male and 20% female lives.  The cost of insurance rates, and payment options
for policies  issued in Montana and certain  other  states are on a  sex-neutral
(unisex)  basis.  Any  change in the cost of  insurance  rates will apply to all
persons of the same age, sex, Specified Amount and risk class and whose policies
have been in effect for the same length of time.

If the  underwriting  class for any increase in the Specified  Amount or for any
increase in Death Benefit resulting from a change in Death Benefit option from A
to B is not the same as the  underwriting  class at issue, the cost of insurance
rate for the increase will reflect the underwriting  class which would apply for
such increase. Decreases will also be reflected in the cost of insurance rate as
discussed earlier.

The actual  charges  made  during  the  policy  year will be shown in the annual
report delivered to Policyowners.

RATE CLASS.  The rate class of an Insured may affect the cost of insurance rate.
ALIC currently  places  Insureds into both standard rate classes and substandard
classes that involve a higher mortality risk. In an otherwise  identical policy,
an Insured in the standard  rate class will have a lower cost of insurance  than
an Insured in a rate class with higher  mortality risks. If a Policy is rated at
issue with a tabular  extra  rating,  the  guaranteed  rate is a multiple of the
guaranteed  rate for a  standard  issue.  This  multiple  factor is shown in the
Schedule  of  Benefits  in the  Policy,  and  may be from  1.37  to 4 times  the
guaranteed rate for a standard issue.

Insureds may also be assigned a flat extra rating to reflect certain  additional
risks. The cost of insurance rate will be increased by the flat extra rating.


SURRENDER CHARGE

The policy has no surrender charge and may be surrendered at any time during the
Insured's lifetime for the policy's Net Cash Surrender Value. There is a charge,
however, for Partial Withdrawals. (See Partial Withdrawal Charge, page 26).

TRANSFER CHARGE

A transfer charge of $10.00 (guaranteed not to increase) may be imposed for each
additional  transfer  among the  Subaccounts  after  fifteen  per policy year to
compensate  ALIC for the costs of  effecting  the  transfer.  Since  the  charge
reimburses  ALIC for the cost of  effecting  the  transfer  only,  ALIC does not
expect to make any profit from the transfer charge. This charge will be deducted
from  the  amount  transferred.  The  transfer  charge  will not be  imposed  on
transfers  that occur as a result of policy  loans or the  exercise  of exchange
rights.
<PAGE>
PARTIAL WITHDRAWAL CHARGE

A charge  currently  not  greater  than the  lesser  of $25 or 2% of the  amount
withdrawn  (guaranteed  not to be  greater  than the  lesser of $50 or 2% of the
amount withdrawn) will be imposed for each Partial Withdrawal to compensate ALIC
for the  administrative  costs in effecting the requested  payment and in making
necessary  calculations  for any  reductions  in  Specified  Amount which may be
required by reason of the Partial Withdrawal. A Partial Withdrawal charge is not
assessed when a Policy is surrendered.


DAILY CHARGES AGAINST THE ACCOUNT

A daily charge will be deducted  from the value of the net assets of the Account
to compensate  ALIC for  mortality and expense risks assumed in connection  with
the  Policy.  This daily  charge from the  Account is  currently  at the rate of
0.002049%  (equivalent to an annual rate of 0.75%) and will not exceed 0.002459%
(equivalent  to an annual rate of .90%) of the  average  daily net assets of the
Account.  The daily  charge  will be  deducted  from the net asset  value of the
Account,  and therefore  the  Subaccounts,  on each  Valuation  Date.  Where the
previous day or days was not a Valuation  Date,  the  deduction on the Valuation
Date will be 0.002049% (or 0.002459%, if applicable) multiplied by the number of
days since the last  Valuation  Date. No mortality  and expense  charges will be
deducted from the amounts in the Fixed Account.

ALIC believes that this level of charge is within the range of industry practice
for comparable flexible premium variable universal life policies.

The mortality  risk assumed by ALIC is that Insureds may live for a shorter time
than assumed,  and that an aggregate  amount of death benefits greater than that
assumed  accordingly  will be paid.  The expense risk  assumed is that  expenses
incurred   in  issuing  and   administering   the   policies   will  exceed  the
administrative charges provided in the policies.

In addition to the charges against the account described just above,  management
fees and expenses will be assessed by the Vanguard  Variable  Insurance Fund and
Neuberger & Berman Advisers Management Trust against the amounts invested in the
various portfolios. No portfolio fees will be assessed against amounts placed in
the Fixed Account.

TAXES.  Currently,  no  additional  charges  are made  against  the  Account for
federal,  state or local income taxes. ALIC may, however,  make such a charge in
the future if income or gains within the Account will incur any federal,  or any
significant  state or local income tax  liability,  or if the federal,  state or
local tax treatment of ALIC changes.  Charges for such taxes,  if any,  would be
deducted  from  the Account and/or the Fixed Account.  (See Federal Tax Matters,
page 29.)

GENERAL PROVISIONS

THE CONTRACT. The Policy, the application,  any supplemental  applications,  and
any riders,  amendments or endorsements  make up the entire  contract.  Only the
President,  Vice  President,  Secretary  or Assistant  Secretary  can modify the
Policy. Any changes must be made in writing,  and approved by ALIC. No agent has
the  authority to alter or modify any of the terms,  conditions or agreements of
the Policy or to waive any of its provisions.

CONTROL OF POLICY.  The Policyowner is as shown in the application or subsequent
written  endorsement.  Subject to the rights of any irrevocable  beneficiary and
any  assignee  of record,  all rights,  options,  and  privileges  belong to the
Policyowner,  if living;  otherwise to any successor-owner or owners, if living;
otherwise to the estate of the last owner to die.

BENEFICIARY.  The Policyowner may name both primary and contingent beneficiaries
in the application.  Payments will be shared equally among  beneficiaries of the
same class unless  otherwise  stated.  If a beneficiary dies before the Insured,
payments  will  be  made  to any  surviving  beneficiaries  of the  same  class;
otherwise  to any  beneficiary(ies)  of the next class;  otherwise to the owner;
otherwise to the estate of the owner.
<PAGE>
CHANGE OF BENEFICIARY.  The  Policyowner  may change the beneficiary by written
request at any time during the Insured's  lifetime unless otherwise  provided in
the previous  designation of beneficiary.  The change will take effect as of the
date the change is recorded at the Home Office.  ALIC will not be liable for any
payment made or action taken before the change is recorded.

CHANGE OF OWNER OR  ASSIGNMENT.  In order to change  the owner of the  Policy or
assign  Policy  rights,  an assignment of the Policy must be made in writing and
filed with ALIC at its Home  Office.  The change will take effect as of the date
the change is recorded at the Home  Office,  and ALIC will not be liable for any
payment made or action taken before the change is recorded.  Payment of proceeds
is subject to the rights of any assignee of record.  A collateral  assignment is
not a change of ownership.

PAYMENT OF PROCEEDS.  The proceeds are subject first to any indebtedness to ALIC
and then to the  interest of any  assignee  of record.  The balance of any Death
Benefit Proceeds shall be paid in one sum to the designated  beneficiary  unless
an  Optional  Method of Payment is  selected.  If no  beneficiary  survives  the
Insured,  the proceeds shall be paid in one sum to the  Policyowner,  if living;
otherwise to any  successor-owner,  if living;  otherwise  to the  Policyowner's
estate.  Any proceeds  payable on the Maturity Date or upon full surrender shall
be paid in one sum unless an Optional Method of Payment is elected.

INCONTESTABILITY.  The Policy or reinstated Policy is incontestable after it has
been in force for two years from the  policy  date (or  reinstatement  effective
date) during the lifetime of the Insured. An increase in the Specified Amount or
addition  of a rider  after the Policy  Date shall be  incontestable  after such
increase or  addition  has been in force for two years from its  effective  date
during the lifetime of the Insured.  However,  this two year provision shall not
apply to riders that provide disability or accidental death benefits.

MISSTATEMENT  OF AGE OR SEX.  If the  age or sex of the  Insured  or any  person
insured by rider has been  misstated,  the amount of the death  benefit  will be
adjusted.  The Death  Benefit  will be  adjusted  to the  amount  that  would be
purchased by the most recent cost of insurance deductions using the correct cost
of insurance rate.

SUICIDE.  Suicide  within  two years of the  Policy  Date is not  covered by the
Policy unless  otherwise  provided by a state's  Insurance  law. If the Insured,
while sane or insane,  commits  suicide  within two years after the policy date,
ALIC will pay only the premiums received less any Partial Withdrawals,  the cost
for  riders and any  outstanding  policy  debt.  If the  Insured,  while sane or
insane,  commits  suicide  within  two  years  after the  effective  date of any
increase in the Specified Amount, ALIC's liability with respect to such increase
will only be its total cost of insurance  applied to the  increase.  The laws of
Missouri provide that death by suicide at any time is covered by the Policy, and
further that suicide by an insane person may be considered an accidental death.

POSTPONEMENT  OF  PAYMENTS.  Payment  of  any  amount  upon  Surrender,  Partial
Withdrawals,  policy loans, benefits payable at death or maturity, and transfers
may be postponed whenever:  (i) the New York Stock Exchange is closed other than
customary  weekend  and  holiday  closings,  or  trading  on the New York  Stock
Exchange is restricted as determined by the Securities and Exchange  Commission;
(ii)  the  Commission  by  order  permits  postponement  for the  protection  of
Policyowners;  (iii) an emergency exists, as determined by the Commission,  as a
result of which  disposal of securities is not  reasonably  practicable or it is
not  reasonably  practicable to determine the value of the Account's net assets;
or (iv) Surrender,  loans or Partial  Withdrawals  from the Fixed Account may be
deferred for up to 6 months from the date of written request. Payments under the
Policy of any amounts  derived from  premiums paid by check may be delayed until
such time as the check has cleared the Policyowner's bank.

REPORTS AND RECORDS.  ALIC will maintain all records relating to the Account and
will mail to the  Policyowner,  at the last known  address of record,  within 30
days after each Policy  Anniversary,  an annual  report  which shows the current
Accumulation  Value,  Net Cash Surrender  Value,  Death Benefit,  premiums paid,
outstanding policy debt and other information. The Policyowner will also be sent
a periodic  report for the Funds and a list of the portfolio  securities held in
each portfolio of the Funds.
<PAGE>
ADDITIONAL INSURANCE BENEFITS (RIDERS)

Subject  to  certain  requirements,  one or  more  of the  following  additional
insurance  benefits  may be added to a  Policy  by  rider.  All  riders  are not
available in all states. The cost, if any, of additional insurance benefits will
be  deducted  as part of the  monthly  deduction.  (See  Charges  Deducted  From
Accumulation Value-Monthly Deduction, page 24.)

ACCELERATED  BENEFIT RIDER FOR TERMINAL  ILLNESS (LIVING  BENEFIT  RIDER).  Upon
satisfactory proof of terminal illness after the two-year contestable period (no
waiting period in certain  states) ALIC will accelerate the payment of up to 50%
of the lowest scheduled Death Benefit as provided by eligible coverages, less an
amount up to two guideline level premiums.

Future premium allocations after the payment of the benefit must be allocated to
the Fixed Account. Payment will not be made for amounts less than $4,000 or more
than $250,000 on all policies issued by ALIC or its affiliates.  ALIC may charge
the lesser of 2% of the benefit or $50 as a Partial  Withdrawal  charge to cover
the costs of administration.

Satisfactory  proof of terminal illness must include a written  statement from a
licensed physician who is not related to the Insured or the Policyowner  stating
that the Insured has a non-correctable medical condition that, with a reasonable
degree of medical  certainty,  will  result in the death of the  Insured in less
than 12 months (6 months in  certain  states)  from the  physician's  statement.
Further, the condition must first be diagnosed while the Policy was in force.

The accelerated benefit first will be used to repay any outstanding policy loans
and  unpaid  loan  interest,   and  will  also  affect  future  loans,   Partial
Withdrawals,  and Surrender.  The accelerated  benefit will be treated as a lien
against the policy Death  Benefit and will thus reduce the  proceeds  payable on
the death of the Insured.  There is no extra premium for this rider.

CHILDREN'S  PROTECTION  RIDER.  Provides  for term  insurance  on the  Insured's
children,  as  defined in the  rider.  Under the terms of the  rider,  the Death
Benefit will be payable to the named  beneficiary  upon the death of any insured
child. Upon receipt of proof of the Insured's death before the rider terminates,
the rider will be considered paid up for the term of the rider.

GUARANTEED  INSURABILITY  RIDER.  Provides  that the  Policyowner  can  purchase
additional  insurance for the Insured by increasing the Specified  Amount of the
Policy at certain future dates without evidence of insurability.

WAIVER OF MONTHLY  DEDUCTIONS  ON DISABILITY.  Provides,  while the  Insured is
disabled,  for the waiver of monthly  deduction for expense charges and the cost
of insurance  charges including table ratings and flat extras for the policy and
all riders.

PAYOR WAIVER OF MONTHLY  DEDUCTIONS ON DISABILITY.  Provides,  while the covered
person is disabled, for the waiver of monthly deductions for expense charges and
the cost of insurance  charges  including  table ratings and flat extras for the
policy and all riders. This rider is available for Insureds ages 0 to 14.

COST RECOVERY  RIDER.  This rider allows a one time special  Partial  Withdrawal
without reducing the Specified Amount. There is no charge for this rider.
   
EXTENDED  MATURITY  RIDER.  This rider may be elected  by  submitting  a written
request to ALIC during the 90 days prior to Maturity  Date. If elected,  as long
as the Surrender Value is greater than zero, the policy will remain in force for
purposes of providing a benefit at the time of the  Insured's  death.  Once this
rider becomes  effective,  no further premium payments will be accepted,  and no
monthly charges will be made for cost of insurance, riders or flat extra rating.
All other policy provisions not specifically  noted herein will remain in effect
while the policy  continues in force.  Interest on policy loans will continue to
accrue  and  become  part of the  policy  debt.  This  rider does not extend the
Maturity Date for purposes of determining benefits under any other riders. Death
Benefit Proceeds are payable to the beneficiary.

There is no extra  premium for this rider.  This rider is not  available  in all
states.

The  Internal  Revenue  Service  has  not  issued  a  ruling  regarding  the tax
consequences  of this rider.  There may be tax  consequences  to the election of
this rider.
    
DISTRIBUTION OF THE POLICIES

Ameritas  Investment Corp.  ("Investment  Corp."), a wholly-owned  subsidiary of
ALIC will act as the  principal  underwriter  of the  Policies,  pursuant  to an
Underwriting  Agreement between itself and ALIC.  Investment Corp. was organized
under the laws of the State of Nebraska on December 29, 1983 and is a registered
broker/dealer  pursuant to the  Securities  Exchange Act of 1934 and a member of
the National Association of Securities Dealers.
<PAGE>
There is no premium load to cover sales and distribution expenses. To the extent
that sales and  distribution  expenses are paid,  if at all,  ALIC will pay them
from its other assets or surplus in its general  account,  which include amounts
derived from mortality and expense risk charges and other charges made under the
Policy.  Policies  can be  purchased  directly  from  ALIC  through  Veritas,  a
direct-to-consumer  Division of ALIC, with salaried employees who are Registered
Representatives  of  Investment  Corp.  and who  will not  receive  compensation
related to the purchase.

Policies  can  be  purchased  from  field  representatives  who  are  Registered
Representatives of Investment Corp., or from Registered Representatives of other
registered  broker-dealers authorized to sell the policies subject to applicable
law.  In these  situations,  Investment  Corp.  or the other  broker-dealer  may
receive  compensation  in an amount no greater  than 9% of the target first year
premium paid plus the first year cost of any riders, and 2% of excess first year
premium.  In years thereafter,  Investment Corp. or the other  broker-dealer may
receive asset based compensation at an annualized rate of .1% per policy year of
the Net Cash Surrender Value.  Investment Corp. or the other  broker-dealer  may
pass a portion of this  compensation on to the Registered  Representative or the
manager of the Registered Representative.

Upon any subsequent  increase in Specified Amount or any subsequent  increase in
riders,  marketing  allowances  will  also be paid  based on the  amount  of the
increase in Specified Amount or increase in rider.


FEDERAL TAX MATTERS
   
The following  discussion  provides a general  description of the federal income
tax  considerations  associated  with the  Policy,  and does not  purport  to be
complete or cover all situations. This discussion is not intended as tax advice.
No attempt has been made to consider in detail any applicable state or other tax
(except  premium taxes,  see discussion  "Premium  Charges," page 24) laws. This
discussion is based upon ALIC's  understanding  of the relevant laws at the time
of filing.  Counsel and other competent  advisors should be consulted for more
complete information before a Policy is purchased.

(a) TAXATION OF ALIC. ALIC is taxed as a life insurance company under Part I of
    Subchapter L of the Internal  Revenue Code of 1986,  (the "Code").  At this
    time,  since the  Account  is not an entity  separate  from  ALIC,  and its
    operations  form a part of  ALIC,  it will  not be  taxed  separately  as a
    "regulated  investment  company"  under  Subchapter  M  of  the  Code.  Net
    investment  income  and  realized  net  capital  gains on the assets of the
    Account are reinvested and automatically retained as a part of the reserves
    of the Policy and are taken into account in  determining  the Death Benefit
    and  Accumulation  Value of the  Policy.  ALIC  believes  that  Account net
    investment income and realized net capital gains will not be taxable to the
    extent that such income and gains are retained as reserves under Policy.
    
    ALIC does not currently  expect to incur any  additional  federal income tax
    liability  attributable  to the  Account  with  respect  to the  sale of the
    Policies.  Accordingly, no charge is being made currently to the Account for
    federal income taxes.  If,  however,  ALIC determines that it may incur such
    taxes  attributable  to the  Account,  it may assess a charge for such taxes
    against the Account.

    ALIC may also incur state and local taxes (in addition to premium  taxes for
    which a deduction from premiums is currently made). At present, they are not
    charges against the Account. If there is a material change in state or local
    tax laws, charges for such taxes attributable to the Account, if any, may be
    assessed against the Account.
   
(b) TAX STATUS OF THE POLICY.  The Code (section 7702) includes a definition of
    a  life  insurance   contract  for  federal  tax  purposes,   which  places
    limitations  on the amount of premiums  that may be paid for the Policy and
    the  relationship  of the  Accumulation  Value to the Death  Benefit.  ALIC
    believes that the Policy meets the statutory definition of a life insurance
    contract.  If the Death  Benefit  of a Policy is  changed,  the  applicable
    definitional limitations may change. In the case of a decrease in the death
    benefit, a Partial  Withdrawal,  a change from Option B to Option A, or any
    other such change that reduces future  benefits under the Policy during the
    first 15  years  after a  Policy  is  issued  and  that  results  in a cash
    distribution  to the  Policyowners  in order  for the  Policy  to  continue
    complying  with the section 7702  definitional  limitations on premiums and
    Accumulation  Values, such distributions will be taxable as ordinary income
    to the  Policyowner (to the extent of any gain in the Policy) as prescribed
    in section 7702.
    
<PAGE>
    The Code (section  7702A) also defines a "modified  endowment  contract" for
    federal tax  purposes  which  causes  distributions  to be taxed as ordinary
    income to the  extent of any  gain.  This  Policy  will  become a  "modified
    endowment  contract"  if the  premiums  paid into the Policy  fail to meet a
    7-pay premium test as outlined in Section 7702A of the Code.

    Certain  benefits  the  Insured  may elect under this Policy may be material
    changes  affecting the 7-pay premium  test.  These include  changes in Death
    Benefits and changes in the  Specified  Amount.  Should the Policy  become a
    "modified   endowment   contract",   Partial   Withdrawal   or   Surrenders,
    assignments, pledges, and loans (including loans to pay loan interest) under
    the Policy will be taxable to the extent of any gain under the Policy. A 10%
    penalty tax also applies to the taxable portion of any distribution prior to
    the Insured's age 59 1/2 . The 10% penalty tax does not apply if the Insured
    is disabled as defined under the Code or if the  distribution is paid out in
    the form of a life  annuity on the life of the Insured or the joint lives of
    the  Insured  and  beneficiary.  One may avoid a Policy  becoming a modified
    endowment  contract by, among other things, not making excessive payments or
    reducing  benefits.  Should one deposit  excessive  premiums during a policy
    year,  that portion that is returned by ALIC within 60 days after the Policy
    Anniversary  will reduce the  premiums  paid to avoid the Policy  becoming a
    modified endowment contract.

    The Code (Section 817(h)) also authorizes the Secretary of the Treasury (the
    "Treasury") to set standards by regulation or otherwise for the  investments
    of the Account to be "adequately  diversified" in order for the Policy to be
    treated as a life insurance contract for federal tax purposes.  The Account,
    through the Funds,  intends to comply with the diversification  requirements
    prescribed by the Treasury in temporary regulations published in the Federal
    Register on September  15, 1986,  which affect how the Fund's  assets may be
    invested.

    However,  ALIC  believes  that  the  Funds  will  meet  the  diversification
    requirements and ALIC will monitor  compliance with this requirement.  Thus,
    ALIC believes that the Policy will be treated as a life  insurance  contract
    for federal tax purposes.
   
    In  connection  with the issuance of temporary  regulations  relating to the
    diversification  requirements,  the Treasury announced that such regulations
    do not provide  guidance  concerning  the extent to which  owners may direct
    their investments to particular divisions of a separate account. Regulations
    in this regard may be issued in the future.   It  is  not  clear  what these
    regulations  will provide nor whether they will be  prospective  only. It is
    possible  that  when  regulations  are  issued,  the  Policy  may need to be
    modified to comply with such  regulations.  For these  reasons,  the Company
    reserves  the right to  modify  the  Policy  as  necessary  to  prevent  the
    Policyowner  from being  considered  the owner of the assets of the Separate
    Account.
    
    The  following  discussion  assumes  that the Policy will  qualify as a life
    insurance contract for federal tax purposes.

(c) TAX  TREATMENT OF POLICY  PROCEEDS.  ALIC  believes  that the Policy will be
    treated in a manner  consistent  with a fixed benefit life insurance  policy
    for federal income tax purposes.  Thus, ALIC believes that the death benefit
    payable will be excludable  from the gross income of the  beneficiary  under
    Section  101(a)(1) of the Code and the Policyowner  will not be deemed to be
    in constructive receipt of the Accumulation Value under the Policy until its
    actual Surrender.  However, in the event of certain cash distributions under
    the Policy resulting from any change which reduces future benefits under the
    Policy,  the  distribution  will be taxed  in  whole or in part as  ordinary
    income (to the extent of gain in the Policy).  See  discussion  above,  "Tax
    Status of the Policy."

    ALIC also  believes  that loans  received  under a Policy will be treated as
    indebtedness  of the Policyowner and that no part of any loan under a Policy
    will  constitute  income to the Policyowner so long as the Policy remains in
    force, unless the Policy becomes a Modified Endowment  Contract.  Should the
    policy lapse while policy  loans are  outstanding,  the portion of the loans
    attributable  to earnings will become taxable.  Generally,  interest paid on
    any loan under a Policy owned by an individual will not be tax-deductible.

    In  addition,  interest on any loan under a Policy  owned by a taxpayer  and
    covering  the life of any  individual  who is an officer  or is  financially
    interested in the business carried on by that taxpayer will not be tax
<PAGE>
    deductible to the extent the aggregate  amount of such loans with respect to
    Policies  covering such  individual  exceeds  $50,000.  Further,  even as to
    interest on loans up to $50,000 per such individual, such interest would not
    be  deductible  if the Policy were  deemed for federal tax  purposes to be a
    single  premium  life  insurance  contract.  Policyowners  should  consult a
    competent tax advisor as to whether the Policy would be so deemed.

    The right to  exchange  the Policy for a flexible  premium  adjustable  life
    insurance  policy (See  Exchange  Privilege,  page 21),  the right to change
    owners (See  General  Provisions,  page 26), and the  provision  for Partial
    Withdrawals (See Surrenders, page 20) may have tax consequences depending on
    the  circumstances of such exchange,  change,  or Partial  Withdrawal.  Upon
    Surrender or when maturity  benefits are paid,  if the amount  received plus
    any outstanding  policy debt exceeds the total premiums paid, (the "basis"),
    that are not treated as previously withdrawn by the Policyowner,  the excess
    generally will be taxed as ordinary income.

    Federal  estate  and  state  and local  estate,  inheritance,  and other tax
    consequences of ownership or receipt of Policy proceeds depend on applicable
    law and the  circumstances of each Policyowner or beneficiary.  In addition,
    if the Policy is used in connection  with  tax-qualified  retirement  plans,
    certain limitations prescribed by the Internal Revenue Service on, and rules
    with respect to the taxation of, life insurance  protection provided through
    such plans may apply.



SAFEKEEPING OF THE ACCOUNT'S ASSETS

ALIC holds the assets of the Account. The assets are kept physically  segregated
and held  separate  and apart from the General  Account  assets,  except for the
Fixed Account.  ALIC maintains records of all purchases and redemptions of Funds
shares by each of the Subaccounts.
   
THIRD PARTY SERVICES

ALIC is aware that  certain  third  parties  are  offering  investment  advisory
services in connection  with the  contracts.  ALIC does not endorse,  approve or
recommend such services in any way and contract owners should be aware that fees
paid for such  services  are  separate  and in  addition  to fees paid under the
contracts.
    
VOTING RIGHTS

ALIC is the legal  holder of the shares held in the  Subaccounts  of the Account
and as such has the right to vote the shares;  to elect  Directors of the Funds,
to vote on matters  that are  required by the 1940 Act and upon any other matter
that may be voted upon at a  shareholders's  meeting.  To the extent required by
law,  ALIC will vote all shares of the Funds held in the  Account at regular and
special  shareholder  meetings  of the  Funds in  accordance  with  instructions
received from  Policyowners  based on the number of shares held as of the record
date declared by the Fund's Board of Directors.

The number of Fund shares in a Subaccount for which instructions may be given by
a Policyowner is determined by dividing the Policy's  Accumulation Value held in
that  Subaccount  by the net  asset  value  of one  share  in the  corresponding
portfolio of the Fund.  Fractional  shares will be counted.  Fund shares held in
each Subaccount for which no timely  instructions from Policyowners are received
and  Fund  shares  held in each  Subaccount  which  do not  support  Policyowner
interests  will be voted by ALIC in the same  proportion as those shares in that
Subaccount for which timely  instructions are received.  Voting  instructions to
abstain  on any item to be voted  will be  applied on a pro rata basis to reduce
the votes eligible to be cast.  Should  applicable  federal  securities  laws or
regulations permit, ALIC may elect to vote shares of the Fund in its own right.

DISREGARD  OF VOTING  INSTRUCTION.  ALIC may,  if  required  by state  insurance
officials,  disregard voting  instructions if those  instructions  would require
shares  to be voted to cause a change  in the  subclassification  or  investment
objectives or policies of one or more of the Funds' Portfolios, or to approve or
disapprove  an investment  adviser or principal  underwriter  for the Funds.  In
addition,  ALIC itself may  disregard  voting  instructions  that would  require
changes in the  investment  objectives  or  policies of any  portfolio  or in an
investment  adviser or principal  underwriter  for the Funds, if ALIC reasonably
disapproves those changes in accordance with applicable federal regulations.  If
ALIC does disregard  voting  instructions,  it will advise  Policyowners of that
action  and its  reasons  for the  action  in the next  annual  report  or proxy
statement to Policyowners.
<PAGE>
STATE REGULATION OF ALIC

ALIC, a mutual life insurance company  organized under the laws of Nebraska,  is
subject to  regulation by the Nebraska  Department  of  Insurance.  On or before
March 1 of each  year an NAIC  convention  blank  covering  the  operations  and
reporting on the  financial  condition of ALIC and the Account as of December 31
of the preceding  year must be filed with the Nebraska  Department of Insurance.
Periodically,  the Nebraska Department of Insurance examines the liabilities and
reserves of ALIC and the Account and certifies their adequacy.

In addition,  ALIC is subject to the  insurance  laws and  regulations  of other
states  within  which it is  licensed or may become  licensed  to  operate.  The
policies  offered by the  Prospectus  are  available  in the  various  states as
approved.  Generally,  the  Insurance  Department of any other state applies the
laws of the state of domicile in determining permissible investments.



EXECUTIVE OFFICERS AND DIRECTORS OF ALIC

Shows name and position(s) with ALIC followed by the principal occupations for 
the last five years.***

LAWRENCE J. ARTH,  DIRECTOR,  CHAIRMAN OF THE BOARD, & CHEIF EXECUTIVE OFFICER*
Director,  Chairman of the Board, President,  Chief Executive Officer:  Pathmark
Assurance Company,  Bankers Life Nebraska Company, BLN Financial Services, Inc.;
Director,  Chairman of the Board: Veritas Corp.,  Ameritas Investment Corp., FMA
Realty Inc.,  Ameritas  Investment  Advisors,  Inc.;  Director,  Chairman of the
Board,  Chief  Executive  Officer:  Ameritas  Variable Life  Insurance  Company;
Chairman,  President,  Chief Executive Officer: Lincoln Gateway Shopping Center,
Inc.; Director,  Chairman of the Board, Chief Executive Officer:  First Ameritas
Life Insurance Corp. of New York; Director:  Ameritas Bankers Assurance Company,
Ameritas Managed Dental Plan, Inc.

KENNETH C. LOUIS,  PRESIDENT AND CHIEF OPERATING OFFICER*  
Director,  President, Chief Operating Officer: Ameritas Variable Life Insurance 
Company;  Director: First Ameritas  Life  Insurance Corp. of New York, Ameritas
Investment  Advisors,  Inc., Ameritas Investment Corp., Veritas Corp., Ameritas 
Bankers  Assurance  Company,  Bankers  Life  Nebraska  Company,  BLN Financial
Services,  Inc.,  FMA  Realty, Inc.,  Lincoln  Gateway  Shopping  Center, Inc., 
Pathmark Assurance Company, Ameritas Managed Dental Plan, Inc.

NORMAN M. KRIVOSHA,  EXECUTIVE VICE PRESIDENT,  SECRETARY AND CORPORATE 
GENERAL COUNSEL*  
Director, Secretary: Ameritas  Investment  Advisors  Inc.,  Ameritas Investment 
Corp.,  BLN Financial  Services  Inc.,  Ameritas   Bankers  Assurance  Company, 
Veritas  Corp.,  Pathmark  Assurance  Company,  Bankers Life  Nebraska Company;
FMA Realty,  Inc., Ameritas Variable Life Insurance Company,  Ameritas  Managed 
Dental Plan, Inc.;  Vice President,  Secretary  and  General   Counsel:   First
Ameritas Life Insurance Corp. of New York;  Secretary: Lincoln Gateway Shopping
Center, Inc.
   
JON C. HEADRICK,  EXECUTIVE VICE  PRESIDENT-INVESTMENTS AND TREASURER* 
Treasurer to: Veritas Corp.,  Ameritas Bankers Assurance  Company,  Bankers Life
Nebraska Company,  Pathmark Assurance Company,  Ameritas Variable Life Insurance
Company,  First  Ameritas Life  Insurance  Corp. of New York,  Ameritas  Managed
Dental Plan,  Inc.;  Director,  Vice  President  and Treasurer to: BLN Financial
Services Inc.; Director,  President and Treasurer: FMA Realty Inc.; Director and
Treasurer:  Ameritas  Investment  Corp.;  Director,  President,  Chief Executive
Officer: Ameritas Investment Advisors Inc. 
    

JAMES P. ABEL, DIRECTOR**
President: NEBCO, Inc.

DUANE W. ACKLIE, DIRECTOR**
Chairman: Crete Carrier Corporation

ROBERT C. BARTH, SECOND VICE PRESIDENT AND ASSISTANT CONTROLLER*
<PAGE>
ROXANN BRENNFOERDER, VICE PRESIDENT-PENSIONS*

WAYNE E.  BREWSTER, VICE PRESIDENT-VARIABLE SALES*
Vice President-Variable Sales: Ameritas Variable Life Insurance Company.

ROBERT W. BUSH, EXECUTIVE VICE PRESIDENT-INDIVIDUAL INSURANCE*
Chairman,  President,  CEO: CUNA Mutual  Financial  Services  Corporation;  CUNA
Brokerage Services,  Inc.; Century Financial Services Corp.; CUNA Mutual General
Agency of Texas,  Inc.; CM Field  Services,  Inc.; Plan America  Program,  Inc.;
Director:  CU Financial  and Insurance  Services,  Inc.;  CUNA Mutual  Insurance
Agency of Alabama,  Inc.; CUNA Mutual Insurance Agency of  Massachusetts,  Inc.;
CUNA Mutual Life Insurance  Agency of  Mississippi,  Ltd.;  CUNA Mutual Casualty
Insurance  Agency of  Mississippi,  Inc.;  CUNA Mutual  Insurance  Agency of New
Mexico,  Inc; CUNA Mutual Insurance  Agency of Ohio, Inc.; Vice President:  CUNA
Mutual Funds  Management  Company,  L.L.C.;  Senior Vice President:  CUNA Mutual
Insurance Society; CUNA Mutual Investment Corporation;  CUMIS Insurance Society,
Inc.; League General Insurance  Company;  Members Life Insurance  Company;  CUNA
Mutual Insurance Agency,  Inc.; Century Life of America;  Century Life Insurance
Co.

JAN M. CONNOLLY, VICE PRESIDENT-CORPORATE OPERATIONS, PLANNING AND QUALITY*

WILLIAM W. COOK, JR., DIRECTOR** 
Chairman,  President,  Chief Executive Officer: The Beatrice National Bank and 
Trust Co.

GERALD B. DIMON, VICE PRESIDENT-HUMAN RESOURCES*

BERT A. GETZ,  DIRECTOR**  
President, Director: Globe Corporation; Director: Security Pacific Bank Arizona,
Security  Pacific Bancorp  Southwest, Bancwest Mortgage Corp., Security Pacific
Corporation,  Security Pacific National Bank, Ellsworth  Financial Corp., Iliff,
Thorn & Co., CalMat Co., Dean Foods Company, Continental Bank, Continental Bank
Corp.; Advisory Director: Myers Craig Vallone Co.; Trustee: Mayo Foundation

JAMES R. HAIRE,  SENIOR VICE PRESIDENT-CORPORATE  ACTUARY AND STRATEGIC
DEVELOPMENT*  
Director:  Pathmark  Assurance  Co.;  Director  and  Vice  President:  Ameritas 
Variable Life Insurance Company, First Ameritas Life Insurance Corp.of New York

THOMAS D. HIGLEY, VICE PRESIDENT - INDIVIDUAL FINANCIAL OPERATIONS AND ACTUARY*
Vice President and Actuary:  Ameritas  Variable Life Insurance  Company,  First
Ameritas Life Insurance Corp. of New York; Director, Vice President and Actuary:
Ameritas Bankers Assurance Company

LESLIE D. INMAN,  VICE  PRESIDENT - GROUP  STRATEGIC  ALLIANCES* 
National Sales Director, VP and  National  Marketing  Manager: American Bankers 
Insurance

STEVEN K. ISAACS, VICE PRESIDENT-GROUP FIELD SALES*
District Director-Sales; Regional Vice President-Sales: Fortis Benefits

MIKE JASKOLKA, SECOND VICE PRESIDENT - INFORMATION SERVICES*

MARTY L. JOHNSON,  SECOND VICE PRESIDENT - INDIVIDUAL UNDERWRITING*
Reinsurance Underwriting  Consultant:  TransAmerica Occidental Life; Senior
Underwriter: Amaco Life Insurance Company 

KENNETH R. JONES, VICE PRESIDENT, CORPORATE COMPLIANCE AND ASSISTANT
SECRETARY* 
Assistant Vice President and Assistant Secretary: Bankers Life Nebraska Company,
Pathmark  Assurance  Company; Vice President-Corporate Compliance and Assistant
Secretary:  Ameritas  Investment  Advisors,  Inc.,  Ameritas  Investment Corp., 
Ameritas Variable Life Insurance Company,  First Ameritas  Life Insurance Corp. 
of New York

JAMES R. KNAPP, DIRECTOR**
President: The Brookhollow Group; General Partner: Windsor Associates

ROBERT F. KROHN, DIRECTOR** 
President: Krohn Corporation; Chairman of the Board: Commercial Federal Corpor-
ation
   
WILLIAM W. LESTER, VICE PRESIDENT-SECURITIES*
Vice President-Securities: Ameritas Investment Advisors, Inc.
    
WILFRED J. MADDUX, DIRECTOR**
President, Manager: Maddux Cattle Company
   
JOANN M. MARTIN, SENIOR VICE PRESIDENT-CONTROLLER AND CHIEF FINANCIAL OFFICER* 
Controller to: Veritas Corp., Bankers Life Nebraska Company,  Pathmark Assurance
Company; Director,  Controller:  Lincoln Gateway Shopping Center Inc.; Director,
Controller:  Ameritas Variable Life Insurance  Company;  Director,  Comptroller,
Assistant  Secretary:   Ameritas  Bankers  Assurance  Company;  Vice  President,
Comptroller: First Ameritas Life Insurance Corp. of New York; Director: Ameritas
Investment  Advisors,  Inc.,  Ameritas Investment Corp., BLN Financial Services,
Inc., FMA Realty, Inc.; Director,  Chief  Financial  Officer:  Ameritas  Managed
Dental  Plan, Inc.
    
<PAGE>
   
ANTHONY MAZZARELLI, JR., VICE PRESIDENT - INDIVIDUAL FIELD SALES*
Manager   Training   Services\Management   Development   MidAmerica   Territory,
Metropolitan Life Insurance Co.
    
BRUCE R. MCMULLEN, M.D., VICE PRESIDENT AND MEDICAL DIRECTOR*

DAVID C. MOORE,  EXECUTIVE VICE PRESIDENT-GROUP AND PENSIONS*
Director: Bankers Life Nebraska Company, Pathmark Assurance Company; Director, 
Chairman of the Board: Ameritas Bankers Assurance Company; Director,  Chairman 
of  the  Board:  Ameritas  Managed  Dental Plan, Inc.;  Vice President-Product 
Manager: Central Life

WILLIAM W. NELSON, VICE PRESIDENT-GROUP ADMINISTRATION*  
Director: Ameritas  Bankers  Assurance  Company;  Vice President:  Ameritas 
Managed Dental Plan, Inc.

DALE NIEBUHR, SECOND VICE PRESIDENT - INTERNAL AUDIT*

JOHN E. OLSSON, DIRECTOR**
Chairman Emeritus; Formerly Chairman of the Board and Treasurer: Olsson 
Associates

GARY R. RAYMOND, VICE PRESIDENT - GROUP ACTUARY*
Director: Ameritas Bankers Assurance Company

BARRY C. RITTER, SENIOR VICE PRESIDENT - INFORMATION SERVICES*

PAUL C. SCHORR, III, DIRECTOR**
President and CEO: ComCor Holding, Inc.; Chairman: Ebco/Commonwealth, Inc.;  
President, Chief Executive Officer: Fishbach Corp., Commonwealth Companies, Inc.

WILLIAM C. SMITH, DIRECTOR**
President: William C. Smith & Co.; President, Chairman, Chief Executive Officer:
FirsTier Bank, N.A.; President, Chief Operating Officer, Chairman, Chief 
Executive Officer: FirsTier Financial, Inc.

DONALD R. STADING, VICE PRESIDENT AND GENERAL COUNSEL - INSURANCE AND
ASSISTANT SECRETARY* 
Director,  Assistant Secretary:  Ameritas Bankers Assurance Company;  Director,
Assistant  Secretary:  Ameritas  Managed Dental Plan, Inc.; Corporate Counsel/
Lending Group: National Bank of Commerce

NEAL E. TYNER, DIRECTOR, CHAIRMAN EMERITUS**
NET Consultants, Formerly Chairman of the Board and CEO of ALIC;

KENNETH L. VANCLEAVE,  VICE PRESIDENT - GROUP MARKETING AND MANAGED CARE*
Director,  Vice President:  Ameritas Managed Dental Plan,  Inc.;  Assistant Vice
President-Group Operation: Amerisure Companies
   
RICHARD W. VAUTRAVERS, VICE PRESIDENT - AMERITAS LOW-LOAD*
Director: Veritas Corp., First Ameritas Life Insurance Corp. of New York
    

WINSTON J. WADE, DIRECTOR**
Vice President-Network Infrastructure: U.S. West Communications; Vice President-
Technical Services: U.S. West Communication, Inc.
   
STEVEN L. WELTON, VICE PRESIDENT-INDIVIDUAL MARKETING*
Assistant Vice President-Marketing Services: Northwestern National Life 
Insurance Co.
    
*   Principal business address:  Ameritas Life Insurance Corp, One Ameritas Way,
    5900 "O" Street, P.O. Box 81889, Lincoln, Nebraska 68501.

**  Principal  address for:  James P. Abel,  NEBCO,  Inc.,  P.O. Box 80268,
    Lincoln,  Nebraska 68501; Duane W. Acklie, Crete Carrier Corporation,  P.O.
    Box 81228,  Lincoln,  Nebraska  68501;  William W. Cook,  Jr., The Beatrice
    National Bank and Trust Company,  P.O. Box 100,  Beatrice,  Nebraska 68310;
    Bert A. Getz,  Globe  Corporation,  3634 Civic  Center  Blvd.,  Scottsdale,
    Arizona 85251;  James R. Knapp,  Brookhollow  Group, One Brookhollow Drive,
    Santa Ana,  California 92705; Robert F. Krohn, Krohn Corporation 1427 South
    85th Ave., Omaha,  Nebraska 68124;  Wilfred Maddux,  Maddux Cattle Company,
    P.O. Box 217, Wauneta,  Nebraska 69045; John E. Olsson,  Olsson Associates,
    1111 Lincoln Mall, P.O. Box 84608, Lincoln, Nebraska 68501; Paul C. Schorr,
    III,  ComCor  Holding,  Inc.,  6940 "O" Street,  Suite 336, P.O. Box 57310,
    Lincoln,  Nebraska  68505;  William  C.  Smith,  William  C.  Smith  & Co.,
    Cornhusker Plaza, Suite 401, 301 So. 13th Street, Lincoln,  Nebraska 68508;
    Neal E. Tyner, NET Consultants, 6940 O Street, Suite 324, Lincoln, Nebraska
    68510; Winston J. Wade, US West Communications,  700 W Mineral Avenue, Room
    SD, A15.02, Littleton, Colorado 80120

*** Where  an  individual  has  held  more  than  one  position  with an
    organization  during the last 5-year period,  the last position held
    has been given.
<PAGE>
LEGAL MATTERS
   
All matters of Nebraska law pertaining to the Policy,  including the validity of
the Policy and ALIC's right to issue the Policy under  Nebraska  Insurance  Law,
have been passed upon by Norman M. Krivosha, Executive Vice President, Secretary
and Corporate General Counsel.
    

LEGAL PROCEEDINGS

There are no legal  proceedings  to which the Account is a party or to which the
assets of the Account are subject.  ALIC is not involved in any litigation  that
is of material importance in relation to its total assets or that relates to its
total assets or that related to the Account.

   
EXPERTS

Financial  statements   for  the   Account  are  not  being  provided  for  the
period   ended    December 31, 1995,   because  the  Policies   underlying  the
Separate  Account  were   not  offered  for  sale  until     December 19, 1995,
and   the   Account   had   no   business  activities,  no   assets,   and   no
liabilities   prior   to   December 31, 1995.    The  financial  statements  of
ALIC  as  of  December  31, 1995   and   1994  and  for each of the three years
in  the  period   ended   December 31,  1995,  included  in  this    Prospectus
have  been   audited   by   Deloitte & Touche LLP,  independent   auditors,  as
stated   in   their   report   appearing  herein,  and are included in reliance
upon   the   report   of   such  firm given upon their  authority as experts in
accounting and auditing.
    
Actuarial  matters  included in this  Prospectus have been examined by Thomas P.
McArdle,  Assistant Vice President- Associate Actuary of Ameritas Life Insurance
Corp.,  as  stated  in the  opinion  filed  as an  exhibit  to the  registration
statement.

ADDITIONAL INFORMATION

A  registration  statement  has been  filed  with the  Securities  and  Exchange
Commission,  under the Securities  Act of 1933, as amended,  with respect to the
Policy offered hereby.  This Prospectus does not contain all the information set
forth in the  registration  statement  and the  amendments  and  exhibits to the
registration   statement,  to  all  of  which  reference  is  made  for  further
information  concerning  the  Account,  ALIC  and  the  Policy  offered  hereby.
Statements  contained  in this  Prospectus  as to the contents of the Policy and
other legal  instruments  are summaries.  For a complete  statement of the terms
thereof reference is made to such instruments as filed.


FINANCIAL STATEMENTS

The financial statements of ALIC which are included in this Prospectus should be
considered only as bearing on the ability of ALIC to meet its obligations  under
the  Policies.  They  should not be  considered  as  bearing  on the  investment
performance of the assets held in the Account.
<PAGE>
AMERITAS LIFE INSURANCE CORP.
SEPARATE ACCOUNT LLVL


Ameritas  Life  Insurance  Corp.  Separate  Account  LLVL  ("the  Account")  was
established  on August 24, 1994 under  Nebraska Law by Ameritas  Life  Insurance
Corp.  ("ALIC") a mutual life  insurance  company to receive and invest  premium
payment and variable life  insurance  policies  invested by ALIC. The account is
registered  under the  Investment  Company Act of 1940,  as  amended,  as a unit
investment trust.

There are eleven  subaccounts in the separate account each of which invests only
in the corresponding  portfolio of the Vanguard  Variable  Insurance Fund or the
Neuberger  & Berman  Advisers  Management  Trust.  The assets of the account are
segregated from the assets and liabilities of ALIC.
   
Prior  to  December 31, 1995 the  account has had no business activities, has no
assets or liabilities and has no financial statement.
    
<PAGE>
                          Independent Auditors' Report


Board of Directors
Ameritas Life Insurance Corp.
Lincoln, Nebraska


   We  have audited the accompanying  parent  company  only  balance  sheets  of
Ameritas Life Insurance Corp., a mutual life insurance  company,  as of December
31, 1995 and 1994, and the related parent company only statements of  operations
and policyowners' contingency reserves, and cash flows for  each  of  the  three
years in the period ended December 31, 1995. These financial statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

   In our opinion,  such financial  statements  present fairly,  in all material
respects, the financial position of Ameritas Life Insurance Corp. as of December
31, 1995 and 1994, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1995,  in  conformity  with
statutory   accounting   practices  which  are  considered   generally  accepted
accounting principles for mutual life insurance companies.



DELOITTE & TOUCHE LLP


Lincoln, Nebraska
February 1, 1996
<PAGE>
<TABLE>
<CAPTION>

                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                                 BALANCE SHEETS
                                 (in thousands)



                                                                                    December 31,
                                                                        -----------------------------------
ASSETS                                                                       1995                  1994
                                                                        -------------         -------------
Investments:
    <S>                                                                <C>                   <C>
     Bonds                                                              $   1,087,011         $   1,063,297
     Short-term investments                                                    81,902                35,999
     Mortgage loans                                                           199,788               196,070
     Real estate                                                               41,480                43,129
     Stock - other than affiliates                                             60,764                46,717
            - affiliates                                                       30,932                28,559
     Partnerships - real estate                                                22,950                23,603
                    - joint venture                                            20,755                19,929
     Other investments                                                          1,626                 2,084
                                                                        -------------          ------------
                                                                            1,547,208             1,459,387
     Loans on life insurance policies                                          66,529                67,883
                                                                         ------------          ------------
                    Total investments                                       1,613,737             1,527,270

Cash                                                                              361                 3,142
Accrued investment income                                                      23,077                24,192
Other current accounts receivable                                               2,576                 1,154
Deferred and uncollected premiums                                               8,880                 8,724
Data processing and other admitted assets                                       1,219                 1,412
Separate Accounts                                                              50,674                30,887
                                                                        -------------          -------------
                                                                        $   1,700,524         $   1,596,781
                                                                         ============          =============



LIABILITIES AND POLICYOWNERS' CONTINGENCY RESERVES
Policy reserves                                                         $     669,610         $     642,512
Funds left on deposit                                                         633,715               626,877
Reserves for unpaid claims                                                     17,107                17,451
Dividends payable to policyowners in following year                            10,557                10,452    
Interest maintenance reserve                                                   12,549                12,059
Postretirement benefit obligation                                               2,542                 2,769
Accrued taxes
     Federal income - current                                                  15,896                14,280
                    - deferred                                                 21,673                18,260
     Other                                                                        474                   469
Other liabilities                                                              23,949                19,666
Asset valuation reserve                                                        37,111                30,178
Separate Accounts                                                              50,674                30,887
                                                                         ------------          ------------
                                                                            1,495,857             1,425,860
                                                                         ------------          ------------

Policyowners' contingency reserves                                            204,667               170,921
                                                                         ------------          ------------

                                                                        $   1,700,524         $   1,596,781
                                                                         ============          ============



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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                            STATEMENTS OF OPERATIONS
                     AND POLICYOWNERS' CONTINGENCY RESERVES
                                 (in thousands)




                                                                                 Years Ended December 31,
                                                                     -------------------------------------------- 
                                                                         1995            1994           1993
                                                                     -------------   -------------  -------------
<S>                                                                 <C>             <C>            <C>    
INCOME:
Premiums from policyowners for life insurance, health
     insurance and annuities                                         $     229,561   $    216,269   $    198,585
Deposit administration funds, dividend accumulations
     and other funds left on deposit                                       101,089         46,244         50,160
Other income                                                                 8,056          7,008          6,312
Net investment income                                                      121,679        116,581        119,639
                                                                      -------------   -----------    ------------
            Total income                                                   460,385        386,102        374,696
                                                                      -------------   -----------    ------------


DEDUCTIONS:
Benefits to policyowners and beneficiaries                                 287,240       264,364         241,890
Additions to policy reserves and deposit funds                              52,008        16,168          37,728
Commissions                                                                 14,660        11,549           7,622
Cost of insurance operations                                                44,678        43,479          38,616
Taxes, licenses and fees                                                     6,668         6,754           6,676
                                                                      -------------  ------------    ------------
            Total deductions                                               405,254       342,314         332,532
                                                                      -------------  ------------    ------------

Income before dividends, income taxes, and realized gains                   55,131        43,788          42,164

Dividends appropriated for policyowners                                     10,676        10,337          11,009
                                                                      -------------  ------------    ------------
Income before income taxes and realized gains                               44,455        33,451          31,155

Provision for federal income taxes                                          16,100        20,500          11,360
                                                                       ------------  ------------    ------------
Net income from operations                                                  28,355        12,951          19,795

Realized gains on investments, net of tax of $1,573, $1,001 and $10,070
     and transfers to the interest maintenance reserve of $2,068,
     $985 and $6,628 in 1995, 1994 and 1993, respectively                      853         1,872          12,077
                                                                       ------------  ------------    ------------

Net income transferred to policyowners' contingency reserves                29,208        14,823          31,872

Change in net unrealized gains on investments                               10,465        (8,184)         (4,561)
Transfers (to)/from asset valuation reserve                                 (6,933)        3,053          (2,673)
Other - net                                                                  1,006          (500)         (4,566)
                                                                      -------------   -----------    ------------
     Net change in Policyowners' contingency reserves                       33,746         9,192          20,072

Policyowners' contingency reserves at beginning                            170,921       161,729         141,657
                                                                      -------------   -----------    ------------

Policyowners' contingency reserves at end                            $     204,667   $   170,921    $    161,729
                                                                      =============   ===========    ============







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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)




                                                                                 Years Ended December 31,
                                                                       -------------------------------------------
                                                                           1995           1994           1993
                                                                       ------------  --------------  -------------
<S>                                                                  <C>           <C>             <C>
OPERATING ACTIVITIES
Premium and deposit income                                            $    330,450  $    253,795    $    247,156
Investment income received, net                                            122,032       114,686          15,440
Benefits to policyowners and beneficiaries                                (181,174)     (178,101)       (170,788)
Transfer to Separate Accounts                                              (11,738)       (4,416)             --
Withdrawals of deposit administration funds                               (108,621)      (78,394)        (68,597)
Expenses and taxes, other than federal income tax                          (65,306)      (60,705)        (52,489)
Dividends paid to policyowners                                             (10,548)      (10,976)        (12,229)
Federal income tax paid                                                    (13,619)      (17,569)         (6,388)
Net decrease in loans on life insurance policies                             1,350         3,093           1,462
Other operating income and disbursements, net                                6,738         6,276           6,719
                                                                       -------------  ------------    ------------

            Net cash flow from operating activities                         69,564        27,689          60,286
                                                                       -------------  ------------    ------------

INVESTING ACTIVITIES
Proceeds from long-term investments sold, matured or repaid                166,594       174,903         342,266
Cost of long-term investments acquired                                    (193,036)     (264,648)       (384,347)
                                                                        ------------  ------------    ------------

      Net cash flow used in investing activities                           (26,442)      (89,745)        (42,081)
                                                                        ------------  ------------    ------------


Net cash flow                                                               43,122       (62,056)         18,205

Cash and short-term investments at beginning period                         39,141       101,197          82,992
                                                                        ------------  ------------    ------------

Cash and short-term investments at end of period                      $     82,263   $    39,141     $   101,197
                                                                        ============  ============    ============




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

</TABLE>
<PAGE>
                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
   -------------------------------------------

ORGANIZATION
  Ameritas Life Insurance Corp. is a mutual life insurance company  chartered by
the State of Nebraska.  Its operations  consist of life and health insurance and
annuity and  pension  contracts.  Wholly-owned  insurance  subsidiaries  include
Ameritas Variable Life Insurance Company, First Ameritas Life Insurance Corp. of
New York,  Pathmark  Assurance  Company,  and Bankers Life Nebraska  Company,  a
holding  company,  which owns 100% of Ameritas  Bankers  Assurance  Company.  In
addition to the insurance  subsidiaries the Company  conducts other  diversified
financial   service-related   operations  through  the  following   wholly-owned
subsidiaries:  Veritas Corp. (a marketing  organization  for low-load  insurance
products);  BLN Financial Services, Inc., which owns 100% of Ameritas Investment
Corp.  (a  broker/dealer),   Ameritas  Investment  Advisors,  Inc.  (an  advisor
providing  investment  management  services to the  Company and other  insurance
companies);  FMA Realty Inc.  (a real  estate  management  firm);  and  Ameritas
Managed Dental Plan, Inc. (a prepaid dental organization).

BASIS OF PRESENTATION
  The  accompanying  financial  statements have been prepared in accordance with
life  insurance  accounting  practices  prescribed or permitted by the Insurance
Department of the State of Nebraska. While appropriate for mutual life insurance
companies,  such accounting  practices differ in certain respects from generally
accepted  accounting  principles  followed by other  business  enterprises.  The
Financial  Accounting  Standards  Board (FASB) has undertaken  consideration  of
changing those methods  constituting  generally accepted  accounting  principles
applicable to mutual life insurance companies. In accordance with pronouncements
issued by the FASB in 1993 and1994,  financial  statements prepared on the basis
of  statutory  accounting  practices  can no longer be  described as prepared in
conformity  with  generally  accepted  accounting  principles  for fiscal  years
beginning after December 15, 1995.

  The Company is permitted by the Insurance  Department of the State of Nebraska
to  establish  a deferred  income tax  liability  to  account  for future  taxes
expected to be paid  although  such a  liability  is not  required  (see Note 5,
Federal Income Taxes).

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

  The principal prescribed accounting and reporting practices followed are:

INVESTMENTS
  Investments are reported according to valuation  procedures  prescribed by the
National Association of Insurance Commissioners (NAIC), and generally: bonds and
mortgage  loans  are  valued  at  amortized  cost;  real  estate  at  cost  less
accumulated depreciation when an operating investment, on the equity method when
operated as a partnership, or at amortized cost when a purchase lease; preferred
stock at cost;  common  stock of  unaffiliated  companies at market  value;  and
investments in subsidiaries  and investments in limited  partnerships are valued
on the equity basis.

  Realized capital gains and losses,  including valuation allowances on specific
investments,  are recorded in the Statements of Operations and unrealized  gains
and losses are credited or charged to policyowners' contingency reserves.

AFFILIATES
  Investments  in  subsidiaries  are reported in the balance sheets at equity in
net assets. Dividends from these subsidiaries are included in investment income.
The equity in  undistributed  net  earnings  or loss is  credited  or charged to
policyowners' contingency reserves.
<PAGE>
                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
   -------------------------------------------------------

  The following  amounts report totals for  subsidiaries  at December 31 and for
the years then ended:
<TABLE>
<CAPTION>

                                                  1995            1994
                                              -------------   -------------
                                                     (000's omitted)
   <S>                                      <C>             <C>
   Total assets                              $    749,917    $   526,280
   Equity in net assets                            30,932         28,559
   Dividends received                                 150            500
   Equity in undistributed net income/(loss)          464         (3,055)

</TABLE>

  Services  are  provided  and  received  by and  between  the  Company  and its
subsidiaries  under  administrative  service  agreements.  The  costs/recoveries
associated with these agreements are reflected in operations.

  The  Company  has  entered  into  guarantee  agreements  with  two of its life
insurance  subsidiaries,  Ameritas  Variable Life Insurance and Ameritas Bankers
Assurance  Company.  Under  the  agreements  the  Company  guarantees  the full,
complete  and  absolute  performance  of all  duties  and  obligations  of these
affiliates.   Most  of  the  affiliate  amounts  shown  above  relate  to  these
subsidiaries.

  The Company  has  entered  into a  guarantee  agreement  with its  subsidiary,
Ameritas Managed Dental Plan, Inc. Under the agreement,  the Company  guarantees
to maintain surplus of the affiliate at the required minimum level.

NON-ADMITTED ASSETS
  Certain assets (primarily furniture and equipment and software) are designated
as "non- admitted" under Insurance  Department  accounting  requirements.  These
assets are excluded  from the balance  sheets by  adjustments  to  policyowners'
contingency  reserves.  Total  "non-admitted  assets" were $11.7 million in both
1995 and 1994.

SEPARATE ACCOUNT BUSINESS
  Separate account assets and liabilities are segregated and are exclusively for
the benefit of certain pension contract holders. Assets in separate accounts are
held at market value.

RESERVES
  Policy  reserves for life and annuity  policies are established and maintained
on the basis of published  mortality  tables using  assumed  interest  rates and
valuation  methods  established  by the  Insurance  Department  of the  State of
Nebraska.
  The  liability  for funds left on deposit  with the Company  includes  deposit
administration  funds deposited on behalf of employer-employee or trustee groups
to provide immediate and future retirement benefits. These funds are part of the
general funds of the Company. The Company is not responsible for the adequacy of
these funds to meet specified fund benefits.
   Reserves for unpaid claims include claims  reported and unpaid and claims not
yet reported,  the latter  estimated on the basis of historical  experience.  As
such amounts are necessarily estimates,  the ultimate liability will differ from
the  amount  recorded  and  will be  reflected  in  operations  when  additional
information becomes known.
  The interest  maintenance reserve is calculated based on the prescribed method
developed by the NAIC.  Realized  gains and losses,  net of tax,  resulting from
interest rate changes on fixed income  investments  are deferred and credited to
this reserve.  These gains and losses are then amortized into investment  income
over what would have been the  remaining  years to  maturity  of the  underlying
investment.  Amortization  included in investment income, was $1.6 million, $1.2
million and $.6 million for 1995, 1994 and 1993.
  The asset valuation reserve is a required  appropriation of surplus to provide
for possible losses that may occur on certain  investments  held by the Company.
The reserve is computed  based on holdings  of bonds,  stocks,  mortgages,  real
estate and short-term  investments and realized and unrealized gains and losses,
other than those  resulting  from interest rate changes.  Changes in the reserve
are charged or credited to policyowners' contingency reserves.
<PAGE>
                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
   -------------------------------------------------------

RECOGNITION OF PREMIUM INCOME AND RELATED EXPENSES
  Premiums  are  credited  to revenue  over the  premium  paying  periods of the
related policy.  Annuity and pension fund deposits are recognized as income when
received.  Policy acquisition costs, such as commissions and other marketing and
issuance  expenses  incurred in connection  with  acquiring  new  business,  are
charged to operations as incurred.

  Premium income for the years ended December 31 consists of the following:
<TABLE>
<CAPTION>
                                                1995           1994          1993
                                             -----------   ------------  ------------
                                                        (000's omitted)
     <S>                                   <C>           <C>           <C> 
      Individual life and annuity           $    72,090   $    64,716   $    61,582
      Group life and health                     154,167       150,301       136,761
      Group annuity                               3,304         1,252           242
                                             -----------   ------------  ------------
         Total                              $   229,561   $   216,269   $   198,585
                                             ===========   ============  ============

</TABLE>

DIVIDENDS TO POLICYOWNERS
  A portion of the Company's business has been issued on a participating  basis.
The amount of  policyowners  dividends to be paid is determined  annually by the
Board of Directors.

INCOME TAXES
   The Company files a consolidated  life/non-life return with its subsidiaries.
An  agreement  among  the  members  of  the  consolidated   group  provides  for
distribution of consolidated tax results as if filed on a separate return basis.
The current  income tax expense or benefit  (including  effects of capital gains
and losses and net  operating  losses) is  apportioned  generally on a sub-group
(life/non-life) basis.


2. FINANCIAL INSTRUMENTS:
   ----------------------
  The following  methods and assumptions were used to estimate the fair value of
each class of financial  instrument  for which it is  practicable  to estimate a
value:

Bonds
  For publicly traded securities,  fair value is determined using an independent
pricing source. For securities  without a readily  ascertainable fair value, the
value has been  determined  using an  interest  rate  spread  matrix  based upon
quality, weighted average maturity and Treasury yields.

Short-term investments
  The carrying amount  approximates  fair value because of the short maturity of
these instruments.

Mortgage loans
  Mortgage  loans in good  standing are valued on the basis of  discounted  cash
flow. The interest rate that is assumed is based upon the weighted  average term
of the  mortgage  and  appropriate  spread over  Treasuries.  Mortgage  loans in
default totaling $1.0 million and $3.9 million at December 31, 1995 and 1994 are
not included in the fair value calculation or carrying amount.

Real estate
  Because  real estate  purchase  leases  include  renewal  options and residual
interests in real estate,  a fair value was not  practicably  determinable.  All
other real estate is excluded from the fair value calculation.

Stocks
  For publicly traded securities, fair value is determined using prices provided
by the NAIC. Stocks in affiliates are carried on the equity method and therefore
not included as part of the fair value disclosure.
<PAGE>
                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


2. FINANCIAL INSTRUMENTS (continued):
   ----------------------------------
Partnerships
  Fair values for venture capital  partnerships are estimated based on values as
last reported by the partnership and discounted for their lack of marketability.
Real estate  partnerships are carried on the equity method and are excluded from
the fair value disclosure.

Other assets
  The fair value of these assets approximates book value.

Loans on life insurance policies
    Fair values for policy  loans are  estimated  using a  discounted  cash flow
analysis at interest rates  currently  offered for similar  loans.  Policy loans
with similar characteristics are aggregated for purposes of the calculations.

Cash
  The carrying amounts reported in the balance sheet equals fair value.

Accrued investment income
  Fair value of accrued investment income equals stated value.

Funds left on deposit
  Funds left on deposit with a fixed  maturity are valued at discounted  present
value using  market  interest  rates.  Funds on deposit  which do not have fixed
maturities are carried at the amount payable on demand at the reporting date.

  Estimated fair values  presented  below, as of December 31, do not necessarily
represent the value for which the financial instrument could have been sold:
<TABLE>
<CAPTION>
                                                                   1995                           1994
                                                        ----------------------------  ----------------------------
                                                          Carrying          Fair         Carrying        Fair
                                                           Amount           Value         Amount         Value
                                                        -------------   ------------  -------------  -------------
                                                                              (000's omitted)
               <S>                                     <C>           <C>              <C>           <C>    
                Financial Assets:
                   Bonds                                $ 1,087,011   $  1,158,742   $   1,063,297   $  1,023,489
                   Short-term investments                    81,902         81,902          35,999         35,999
                   Mortgage loans                           198,788        215,806         192,179        192,294
                   Stocks - other than affiliates            60,764         60,761          46,717         46,462
                   Partnerships - joint ventures             20,755         26,523          19,929         26,971
                   Other assets                               1,626          1,626           2,084          2,084
                   Loans on life insurance policies          66,529         59,027          67,883         51,035
                   Cash                                         361            361           3,142          3,142
                   Accrued investment income                 23,077         23,077          24,192         24,192

                Financial Liabilities:
                   Funds left on deposit                    633,715        636,681         626,877        599,413

</TABLE>
<PAGE>
                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


3. INVESTMENTS IN BONDS AND STOCKS-OTHER THAN AFFILIATES:
   ------------------------------------------------------

  The  table  below  provides  additional  information  relating  to  bonds  and
stocks-other than affiliates held by the general account at December 31, 1995:


<TABLE>
<CAPTION>
                                                                        Gross            Gross
                                       Amortized          Fair        Unrealized      Unrealized       Carrying
                                         Cost             Value         Gains           Losses           Value
                                     -------------   --------------  ------------   --------------   ------------
                                                               (000's omitted)
<S>                                <C>              <C>            <C>            <C>             <C>
Bonds:
    U.S. Corporate                  $     684,376    $     732,622  $     50,202   $       1,956    $    684,376
    Mortgage-backed                       244,042          254,727        10,920             235         244,042
    U.S. Treasury securities and
    obligations of U.S. government
    corporations and agencies             142,014          153,608        11,685              91         142,014
    Foreign                                16,579           17,785         1,206              --          16,579
                                     -------------    -------------  ------------   --------------   ------------
         Total Bonds                $   1,087,011    $   1,158,742  $     74,013   $       2,282    $  1,087,011
                                     =============    =============  ============   ==============   ============
Stocks-other than affiliates        $      30,580    $      60,761  $     30,633   $         452    $     60,764
                                     =============    =============  ============   ==============   ============

</TABLE>


  The comparative data as of December 31, 1994 was as follows:


<TABLE>
<CAPTION>
                                                                        Gross            Gross
                                       Amortized          Fair        Unrealized      Unrealized       Carrying
                                         Cost             Value         Gains           Losses           Value
                                     -------------   --------------  ------------   --------------   ------------
                                                               (000's omitted)
<S>                                <C>             <C>             <C>            <C>              <C>
Bonds:   
    U.S.  Corporate                 $     605,096    $     584,873    $   9,827    $      30,050    $    605,096 
    Mortgage-backed                       249,851          235,935        3,029           16,945         249,851
    U.S. Treasury securities and
    obligations of U.S. government
    corporations and agencies             146,610          144,592        4,979            6,997         146,610
    States and political subdivisions          80               79           --                1              80
    Foreign                                61,660           58,010          302            3,952          61,660
                                     -------------    -------------   -----------    --------------   ------------
         Total Bonds                $   1,063,297    $   1,023,489   $   18,137   $       57,945     $ 1,063,297
                                     =============    =============   ===========    ==============   ============
Stocks-other than affiliates        $      29,599    $      46,462   $   18,924   $        2,061     $    46,717
                                     =============    =============   ===========    ==============   ============

</TABLE>


  The carrying value and fair value of bonds at December 31, 1995 by contractual
maturity are shown below.  Maturity is  determined  based on call date,  if any.
Expected maturities may differ from contractual maturities because borrowers may
have the right to call or prepay  obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>


                                                                         Fair              Carrying
                                                                         Value               Value
                                                                    --------------       ------------- 
                                                                             (000's omitted)
         <S>                                                      <C>                  <C> 
          Due in one year or less                                  $       72,906       $      71,107
          Due after one year through five years                           260,469             244,025
          Due after five years through ten years                          492,052             460,048
          Due after ten years                                              78,588              67,789
          Mortgage-backed securities                                      254,727             244,042
                                                                    --------------        -------------
                           Total Bonds                             $    1,158,742       $   1,087,011
                                                                    ==============        =============

</TABLE>
<PAGE>
                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


3. INVESTMENTS IN BONDS AND STOCKS-OTHER THAN AFFILIATES(continued):
   -----------------------------------------------------------------

  Bonds not due at a single  maturity date have been included in the above table
in the year of final maturity.

  Sales of bond  investments  in 1995  and 1993  resulted  in  proceeds  of $2.9
million and $7.4 million.  There were no sales of  investments in bonds in 1994.
Gross  gains/(losses)  of ($.1)  million and $.6 million were  realized on those
sales in 1995 and 1993.

4. RESERVE FOR UNPAID CLAIMS:
   --------------------------

    Activity in the  accident  and health  reserve  for unpaid  claims and claim
adjustment expense is summarized as follows:

<TABLE>
<CAPTION>

                                                                                Years Ended December 31,
                                                                       ------------------------------------------     
                                                                          1995            1994           1993
                                                                       ------------   ------------   ------------
                                                                                   (000's omitted)
           <S>                                                       <C>            <C>            <C>

            Balance January 1,                                        $     14,250   $    14,510    $     13,128
            Reinsurance reserves (net)                                         (86)          (10)             10
            Incurred related to:
                     Current year                                          113,896       114,292         109,888
                     Prior year                                             (1,725)         (805)         (1,213)
                                                                       ------------   -----------    ------------
                        Total incurred                                     112,171       113,487         108,675
                                                                       ------------   -----------    ------------

            Paid related to:
                     Current year                                          100,378       100,474          95,822
                     Prior year                                             12,017        13,349          11,491
                                                                       ------------   -----------    ------------
                        Total paid                                         112,395       113,823         107,313
                                                                       ------------   -----------    ------------

            Balance December 31,                                            13,940        14,164          14,500
            Reinsurance reserves (net)                                         (40)           86              10
            Life and Annuity reserves                                        3,207         3,201           2,822 
                                                                       ------------   -----------    ------------
            Total Reserves for Unpaid Claims                          $     17,107   $    17,451    $     17,332
                                                                       ============   ===========    ============


</TABLE>

5. FEDERAL INCOME TAXES:
   ---------------------

  The  provision  for  federal  income  taxes is based on the  current law which
requires companies to defer policy acquisition costs and amortize those costs in
future periods. A second requirement  effectively taxes surplus as defined under
the law.  As a result  of the  deferred  acquisition  costs  and  "surplus  tax"
requirements  the  provision  for federal  income  taxes  exceeds the  statutory
corporate rate.

  The tax returns for the years through 1990 have been examined and settled.

  The Company provides deferred taxes for temporary  differences  resulting from
certain  transactions,  including  those related to  investments  in tax benefit
leases, unrealized gains and losses and other investment transactions.

6. REINSURANCE:
   ------------

  In the ordinary course of business,  the Company assumes and cedes reinsurance
with  other  insurers  and  reinsurers.   These  arrangements   provide  greater
diversification  of business  and limit the maximum net loss  potential on large
risks.
<PAGE>
                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


6. REINSURANCE(continued):
   -----------------------

  Following is a summary of the transactions through reinsurance operations:
<TABLE>
<CAPTION>


                                                                            1995           1994             1993
                                                                       -------------  --------------   --------------
                                                                                      (000's omitted)
                       <S>                                           <C>            <C>              <C> 
                        Premiums:
                          Assumed                                     $       7,514  $      2,790     $     1,823
                          Ceded                                               8,804         5,834           5,157
                        Claims:
                          Assumed                                             3,279         2,174             784
                          Ceded                                               9,890         2,516          15,859
                        Reserves:
                          Assumed                                             1,455         1,028             698
                          Ceded                                               6,461         7,345           6,609
</TABLE>


  The  Company  remains  contingently  liable in the event that a  reinsurer  is
unable to meet the  obligations  ceded  under  the  reinsurance  agreement.  The
amounts related to reinsurance assumed are primarily with a related party.

7. EMPLOYEE AND AGENT BENEFIT PLANS:
   ---------------------------------

  The   Company's   non-contributory   defined   benefit   pension  plan  covers
substantially  all full-time  employees.  Pension costs include  current service
costs,  which are accrued and funded on a current basis, and past service costs,
which are amortized over the average  remaining service life of all employees on
the adoption date. The assets of this plan are not segregated.

  Following is a summary of plan benefit and asset  information using a December
31st valuation date:
<TABLE>
<CAPTION>

                                                                            1995         1994
                                                                         ----------   -----------
                                                                             (000's omitted) 
                       <S>                                             <C>          <C>    
                        Actuarial present value of  
                          accumulated plan benefits:
                                Vested                                  $    18,371  $     18,208
                                Non-Vested                                      320           366
                                                                         ----------   -----------
                                                                        $    18,691  $     18,574
                                                                          =========    ==========
                        Net assets available for benefits               $    25,462  $     23,173
                                                                          =========    ==========

</TABLE>

  The Company has  generally  funded  annually  the  maximum  allowed  under IRS
regulations.  The Company made contributions totaling $ 1.5 million in both 1995
and 1994 and $1.6 million in 1993.

  The Company's  employees and agents also  participate in defined  contribution
plans that cover substantially all full-time employees and agents. Total Company
contributions were $.8 million in 1995, 1994 and 1993.

In  addition  to pension  benefits  the  Company  provides  certain  health care
benefits ("postretirement  benefits") to retired employees. These benefits are a
specified  percentage  of  premium  until  age  65  and  a  flat  dollar  amount
thereafter.  Employees become eligible for these benefits upon the attainment of
age 55, 15 years of service and  participation  in the Company  medical plan for
the immediately preceding 5 years.

The Company accounts for the costs of its postretirement benefits as required by
the National  Association  of Insurance  Commissioners  (NAIC).  The Company has
adopted a 401(h) plan to fund its postretirement benefit obligation.  Funding of
$.3 million, $.4 million and $.1 million was made in 1995, 1994 and 1993.
<PAGE>
                          AMERITAS LIFE INSURANCE CORP.
                               PARENT COMPANY ONLY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


7. EMPLOYEE AND AGENT BENEFIT PLANS (continued):
   ---------------------------------------------

The status of the plan is as follows:

Accumulated postretirement benefit obligation:
<TABLE>
<CAPTION>

                                                                            1995          1994
                                                                         -----------  ------------
                                                                            (000's omitted)
                       <S>                                             <C>          <C> 
                        Retirees                                        $     2,634  $     3,012
                        Fully eligible active plan participants                 312          259
                        Unrecognized net gain/(loss)                            351          (60)
                                                                         -----------  ------------
                                                                              3,297         3,211
                        Fair value of plan assets                               755           442
                                                                         -----------  ------------
                                                                        $     2,542  $      2,769
                                                                          ==========  ============
</TABLE>

The estimated  accumulated  postretirement  benefit for non-eligible active plan
participants are $1.7 million,  $1.6 million and $1.5 million as of December 31,
1995, 1994 and 1993, respectively.

Postretirement  benefit cost for the year ended  December  31,  consisted of the
following components:
<TABLE>
<CAPTION>


                                                                     1995         1994         1993
                                                                  ----------  ------------  ----------
                                                                           (000's omitted)
                  <S>                                           <C>         <C>          <C>
                   Service costs                                 $       33  $        62  $        66
                   Interest cost on accumulated postretirement
                       benefit obligation                               202          220          253
                   Expected return on assets                            (38)          (3)          --
                                                                  ----------  ------------  ----------
                                                                 $      197  $       279   $      319
                                                                  ==========  ============  ==========

</TABLE>

The assumed  health care cost trend line rate used in measuring the  accumulated
postretirement  benefit  obligation,  for  pre-65  employees,  was  9.5% in 1995
decreasing  linearly each successive  year until it reaches 5.5% in 1999,  after
which it remains constant. A one-percentage point increase in the assumed health
care cost trend rate for each year would increase the accumulated postretirement
health  care cost by  approximately  0.6%.  The  assumed  discount  rate used in
determing the accumulated postretirement benefit obligation was 7.5%.

8. COMMITMENTS:
   ------------

  Investment:  As  of  December  31,  1995,  commitments  were  outstanding  for
investments to be made in 1996 and after,  totaling  approximately  $11 million.
Securities commitments represented $1 million, and mortgage loan and real estate
commitments  approximated $10 million.  These  commitments have been made in the
normal course of investment operations.
  State life and health guaranty  funds:  As a condition of doing business,  all
states and  jurisdictions  have adopted laws  requiring  membership  in life and
health  insurance  guaranty funds.  Member  companies are subject to assessments
each year based on life,  health or annuity premiums  collected in the state. In
some states these  assessments may be applied against premium taxes. The Company
has estimated its costs related to past  insolvencies and has provided a reserve
included in other  liabilities  of $2.0  million and $1.6 million as of December
31, 1995 and 1994, respectively.
<PAGE>
APPENDIX A

ILLUSTRATIONS OF DEATH BENEFITS AND NET CASH SURRENDER VALUES

The following  tables  illustrate  how the Net Cash  Surrender  Values and Death
Benefits of a Policy may change with the investment  experience of the Fund. The
tables  show how the Net Cash  Surrender  Values and Death  Benefits of a Policy
issued  to  an  Insured  of  a  given  age  and  specified   underwriting   risk
classification  who pays the given  premium at issue would vary over time if the
investment  return on the  assets  held in each  portfolio  of the Funds  were a
uniform,  gross, after-tax annual rate of 0%, 6%, or 12%. The tables on pages 54
through 57 illustrate a Policy issued to a male,  age 45, under a Preferred rate
non-smoker underwriting risk classification. This policy provides for a standard
smoker and non-smoker,  and preferred  non-smoker  classification  and different
rates for certain  Specified  Amounts.  The Net Cash Surrender  Values and Death
Benefits  would be  different  from those shown if the gross  annual  investment
rates of return averaged 0%, 6%, and 12% over a period of years,  but fluctuated
above and below those  averages for individual  policy years,  or if the Insured
were assigned to a different underwriting risk classification.

The second column of the tables shows the accumulated value of the premiums paid
at 5%. The following  columns show the Net Cash  Surrender  Values and the Death
Benefits for uniform  hypothetical  rates of return shown in these  tables.  The
tables  on pages 54 and 56 are based on the  current  cost of  insurance  rates,
current  expense  deductions  and the current  percent of premium  loads.  These
reflect the basis on which ALIC currently  sells its Policies.  The maximum cost
of  insurance  rates  allowable  under  the  Policy  are  based  upon  the  1980
Commissioner's  Standard  Ordinary  Smoker  and  Non-Smoker,   Male  and  Female
Mortality  Tables.  ALIC anticipates  reflecting  future  improvements in actual
mortality  experience through adjustments in the current cost of insurance rates
actually applied.  ALIC also anticipates  reflecting any future  improvements in
expenses  incurred  by  applying  lower  percent of  premiums of loads and other
expense  deductions.  The death  benefits and cash values shown in the tables on
pages 55 and 57 are based on the assumption  that the maximum  allowable cost of
insurance rates as described  above  ("guaranteed  cost") and maximum  allowable
expense deductions are made throughout the life of the Policy.
   
The  amounts  shown for the Net Cash Surrender Values and Death Benefits reflect
the fact that  the  net  investment  return of the Subaccounts is lower than the
gross, after-tax return  of the assets held in the Funds as a result of expenses
paid by the Fund and charges  levied  against the Subaccounts.  The values shown
take into account an average of the daily  investment  advisory fee paid by each
portfolio  available for  investment   (the equivalent to an annual rate of .46%
of the aggregate average  daily net assets of the Fund),  the expenses  incurred
by the Fund  (.13%),  and the  daily  charge  by  ALIC  to each  Subaccount  for
assuming  mortality  and  expense  risks  (which is equivalent to a charge at an
annual  rate  of  0.75% on pages 54 and 56 and at an annual rate of .90% on page
55 and 57  of  the  average  net  assets  of  the   Subaccounts).   The Advisers
Management Trust has agreed to reimburse each Neuberger & Berman  Portfolio for
its operating  expenses and its  pro rata share of its   corresponding   series'
operating expenses, excluding the compensation of Neuberger & Berman Management,
taxes, interest, extraordinary  expenses, brokerage commissions, and transaction
costs that exceed 1%  of  the   portfolio's  average daily net asset value. This
agreement  is expected to continue  in  future  years.   The  illustrated  gross
annual  investment  rates of  return  of 0%,  6%,  and  12%  were computed after
deducting  these  amounts  and  correspond  to  approximate  net annual rates of
- -1.34%,  4.66%  and 10.66%  on  pages 54 and 56  and -1.49%, 4.51%  and   10.51%
respectively, on pages 55 and 57.
    

The  hypothetical  values  shown in the  tables do not  reflect  any  additional
charges for Federal Income tax burden attributable to the Account, since ALIC is
not  currently  making such  charges.  However,  such charges may be made in the
future and, in that event, the gross annual investment rate of return would have
to exceed 0 percent,  6 percent,  or 12 percent by an amount sufficient to cover
the tax charges in order to produce the Death  Benefits and values  illustrated.
(See Federal Tax Matters, page 30).

The  tables  illustrate  the policy  values  that  would  result  based upon the
hypothetical  investment  rates of return if premiums are paid as indicated,  if
all net premiums are allocated to the Account,  and if no policy loans have been
made. The tables are also based on the assumptions  that the policyowner has not
requested  an increase or decrease  in the  initial  Specified  Amount,  that no
Partial Withdrawals have been made, and that no more than fifteen transfers have
been made in any policy year so that no  transfer  charges  have been  incurred.
Illustrated  values would be different  if the proposed  Insured were female,  a
smoker, in substandard risk classification,  or were another age, or if a higher
or lower premium was illustrated.
   
Upon request, ALIC will provide comparable  illustration based upon the proposed
Insured's age, sex and underwriting  classification,  the Specified Amount,  the
Death Benefit option, and Planned Periodic Premium schedule  requested,  and any
available riders requested. In addition,  upon client request, illustrations may
be furnished  reflecting  allocation  of premums to specified Subaccounts.  Such
illustrations will reflect the expenses of the portfolio in which the Subaccount
invests.
    
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP.

                                                         ENDOWMENT AT AGE 100


Male Issue  Age: 45                                            Non-Smoker                            Preferred Underwriting Class



                                                PLANNED PERIODIC ANNUAL PREMIUM: $4,800
                                                     INITIAL SPECIFIED AMOUNT: $250,000
                                                         DEATH BENEFIT OPTION: A

                                           USING CURRENT SCHEDULE OF COST OF INSURANCE RATES 


                                   0% Hypothetical Gross              6% Hypothetical Gross             12% Hypothetical Gross
                                 Annual Investment Return           Annual Investment Return           Annual Investment Return
                                       (-1.34% net)                        (4.66% net)                       (10.66% net)
                              -----------------------------      ------------------------------      ---------------------------
              Accumulated
 End Of       Premiums At       Net Cash                          Net Cash                            Net Cash 
 Policy       5% Interest       Surrender          Death          Surrender            Death          Surrender        Death  
  Year         Per Year           Value            Benefit          Value              Benefit          Value         Benefit 
- --------     -------------    ------------        ---------      -----------          ---------      -----------      ---------
 <S>           <C>              <C>               <C>             <C>                  <C>           <C>             <C>  
   1              5040            4161             250000            4426               250000           4691         250000
   2             10332            8230             250000            9021               250000           9844         250000
   3             15888           12152             250000           13736               250000          15452         250000
   4             21723           15948             250000           18599               250000          21586         250000
   5             27849           19625             250000           23621               250000          28310         250000
   6             34281           23193             250000           28822               250000          35701         250000
   7             41035           26654             250000           34211               250000          43834         250000
   8             48127           30062             250000           39853               250000          52848         250000
   9             55573           33424             250000           45766               250000          62846         250000
  10             63392           36740             250000           59163               250000          73937         250000
  15            108755           52230             250000           87397               250000         150291         250000
  20            166652           63862             250000          130212               250000         277645         338727 

 Ages

  70            240544           69934             250000          183009               250000         486329         564141
  75            334851           67603             250000          251793               269418         828389         886377
  80            455214           50799             250000          339346               356314        1392828        1462469
  85            608830            1754             250000          445438               467710        2305818        2421109


1) Assumes  an  annual $4800 premium  is  paid at the beginning of each policy year.  Values  would be
different if premiums with a different frequency or in different amounts.

2) Assumes  that no  policy  loan has been  made.  Excessive  loans or Partial Withdrawals may cause this
policy to lapse because of insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE
DEEMED A  REPRESENTATION  OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE  SHOWN
AND WILL DEPEND ON A NUMBER OF  FACTORS,  INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES AND RATES
OF INFLATION.  THE DEATH  BENEFIT  AND CASH VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL  RATES OF RETURN
AVERAGED 0%, 6%, AND 12% OVER A PERIOD  OF  YEARS,  BUT  ALSO  FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR INDIVIDUAL CONTRACT
YEARS. NO  REPRESENTATIONS  CAN BE MADE BY ALIC OR THE FUND THAT  THESE HYPOTHETICAL  RATES OF RETURN CAN BE  ACHIEVED  FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP.

                                                         ENDOWMENT AT AGE 100


Male Issue  Age: 45                                            Non-Smoker                            Preferred Underwriting Class


                                                PLANNED PERIODIC ANNUAL PREMIUM: $4,800
                                                     INITIAL SPECIFIED AMOUNT: $250,000
                                                         DEATH BENEFIT OPTION: A

                                      USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES 


                                   0% Hypothetical Gross              6% Hypothetical Gross             12% Hypothetical Gross
                                 Annual Investment Return           Annual Investment Return           Annual Investment Return
                                       (-1.49% net)                        (4.51% net)                       (10.51% net)
                              -----------------------------      ------------------------------      ----------------------------
              Accumulated
 End Of       Premiums At       Net Cash                          Net Cash                            Net Cash
 Policy       5% Interest       Surrender          Death          Surrender            Death          Surrender        Death
  Year         Per Year           Value            Benefit          Value              Benefit          Value          Benefit 
- --------     -------------    ------------        ---------      -----------          ---------      -----------       ---------
 <S>           <C>              <C>               <C>             <C>                  <C>           <C>             <C>
   1              5040            4161             250000            4426               250000           4691         250000
   2             10332            7626             250000            8396               250000           9199         250000
   3             15888           10982             250000           12490               250000          14127         250000
   4             21723           14230             250000           16711               250000          19518         250000
   5             27849           17362             250000           21059               250000          25417         250000
   6             34281           20377             250000           25538               250000          31881         250000
   7             41035           23264             250000           30144               250000          38961         250000
   8             48127           26010             250000           34871               250000          46716         250000
   9             55573           28606             250000           39717               250000          55218         250000
  10             63392           31038             250000           44676               250000          64543         250000
  15            108755           40358             250000           71134               250000         127335         250000
  20            166652           43311             250000          100193               250000         232613         283787
 
 Ages
  70            240544           35468             250000          131456               250000         404539         469265
  75            334851            7463             250000          165899               250000         681720         729440
  80            455214               0*                 0*         208112               250000        1133713        1190398
  85            608830               0*                 0*         273333               286999        1846509        1938834

* In the absence of an additional premium, the Policy would lapse.

1) Assumes an annual $4800 premium  is  paid at  the  beginning of each policy year. Values  would  be different if premiums with a
   different frequency or in different amounts.

2) Assumes  that no  policy  loan has been  made.  Excessive  loans or Partial Withdrawals may cause this policy to lapse because of
   insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE
DEEMED A  REPRESENTATION  OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE  SHOWN
AND WILL  DEPEND ON A NUMBER OF  FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES AND RATES
OF INFLATION.  THE DEATH  BENEFIT AND CASH VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL  RATES OF  RETURN
AVERAGED 0%, 6%, AND 12% OVER A PERIOD  OF  YEARS,  BUT  ALSO  FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR INDIVIDUAL CONTRACT
YEARS. NO  REPRESENTATIONS  CAN BE MADE BY ALIC OR THE FUND THAT  THESE HYPOTHETICAL  RATES OF RETURN CAN BE  ACHIEVED  FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP.

                                                         ENDOWMENT AT AGE 100


Male Issue  Age: 45                                            Non-Smoker                            Preferred Underwriting Class



                                                PLANNED PERIODIC ANNUAL PREMIUM: $14,500
                                                     INITIAL SPECIFIED AMOUNT: $250,000
                                                         DEATH BENEFIT OPTION: B

                                           USING CURRENT SCHEDULE OF COST OF INSURANCE RATES 


                                   0% Hypothetical Gross              6% Hypothetical Gross             12%Hypothetical Gross
                                 Annual Investment Return           Annual Investment Return           Annual Investment Return
                                       (-1.34% net)                        (4.66% net)                       (10.66% net)
                              -----------------------------      ------------------------------      ----------------------------
              Accumulated
 End Of       Premiums At       Net Cash                          Net Cash                            Net Cash
 Policy       5% Interest       Surrender          Death          Surrender            Death          Surrender       Death
  Year         Per Year           Value            Benefit          Value              Benefit          Value         Benefit 
- --------     -------------    ------------        ---------      -----------          ---------      -----------      ---------
 <S>           <C>              <C>               <C>             <C>                  <C>           <C>             <C>
   1             15225           13391             263391           14217               264217          15043         265043
   2             31211           26557             276557           29050               279050          31642         281642
   3             47996           39443             289443           44467               294467          49900         299900
   4             65621           52070             302070           60513               310513          70012         320012
   5             84127           64444             314444           77220               327220          92178         342178
   6            103559           76575             326575           94626               344626         116626         366626
   7            123962           88465             338465          112762               362762         143597         393597
   8            145385          100175             350175          131723               381723         173421         423421
   9            167879          111714             361714          151553               401553         206410         456410
  10            191498          123084             373084          172291               422291         242899         492899
  15            328533          176938             426938          290599               540599         491800         741800
  20            503429          223138             473138          434458               684458         899502        1149502

 Ages
 
  70            726645          259220             509220          606964               856964        1566791        1817478
  75           1011531          281559             531559          810573              1060573        2659367        2909367
  80           1375126          284361             534361         1045674              1295674        4450102        4700102
  85           1839176          255711             505711         1305555              1555555        7362023        7730124

1) Assumes an annual  $14,500  premium is paid at the  beginning  of each policy year.  Values would be different if premiums with a
   different  frequency or in different amounts.

2) Assumes  that no  policy  loan has been  made.  Excessive  loans or Partial Withdrawals may cause this policy to lapse because of
   insufficient cash value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE  ILLUSTRATIVE  ONLY  AND  SHOULD NOT BE
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN  THOSE  SHOWN
AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT  ALLOCATIONS MADE BY AN  OWNER, PREVAILING INTEREST RATES AND RATES
OF INFLATION.   THE DEATH BENEFIT AND CASH  VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE  SHOWN IF THE ACTUAL RATES OF RETURN
AVERAGED 0%, 6%, AND 12%  OVER  A  PERIOD  OF  YEARS, BUT ALSO FLUCTUATED  ABOVE OR  BELOW  THOSE  AVERAGES FOR INDIVIDUAL  CONTRACT
YEARS.  NO REPRESENTATIONS  CAN BE  MADE BY ALIC  OR  THE FUND THAT THESE HYPOTHETICAL  RATES OF  RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION OF POLICY VALUES
AMERITAS LIFE INSURANCE CORP.

                                                         ENDOWMENT AT AGE 100


Male Issue  Age: 45                                            Non-Smoker                            Preferred Underwriting Class



                                                PLANNED PERIODIC ANNUAL PREMIUM: $14,500
                                                     INITIAL SPECIFIED AMOUNT: $250,000
                                                         DEATH BENEFIT OPTION: B

                                         USING MAXIMUM ALLOWABLE SCHEDULE OF COST OF INSURANCE RATES 


                                   0% Hypothetical Gross              6% Hypothetical Gross             12% Hypothetical Gross
                                 Annual Investment Return           Annual Investment Return           Annual Investment Return
                                       (-1.49% net)                        (4.51% net)                       (10.51% net)
                              -----------------------------      ------------------------------      ----------------------------
              Accumulated
 End Of       Premiums At       Net Cash                          Net Cash                            Net Cash
 Policy       5% Interest       Surrender          Death          Surrender            Death          Surrender       Death
  Year         Per Year           Value            Benefit          Value              Benefit          Value         Benefit 
- --------     -------------    ------------        ---------      -----------          ---------      -----------      ---------
 <S>           <C>              <C>               <C>             <C>                  <C>           <C>             <C>
   1             15225           13391             263391           14217               264217          15043         265043
   2             31211           25767             275767           28228               278228          30788         280788
   3             47996           37886             287886           42796               292796          48112         298112
   4             65621           49749             299749           57943               207943          67175         317175
   5             84127           61349             311349           73683               323683          88150         338150
   6            103559           72684             322684           90040               340040         111232         361232
   7            123962           83742             333742          107022               357022         136625         386625
   8            145385           94510             344510          124640               374640         164553         414553
   9            167879          104976             354976          142908               392908         195267         445267
  10            191498          115124             365124          161831               411831         229036         479036
  15            328533          160643             410643          266717               516717         455498         705498
  20            503429          195595             445595          389152               639152         819250        1069250
 Ages

  70            726645          215507             465507          527462               777462        1402505        1652505
  75           1011531          213421             463421          676461               926461        2337600        2587600
  80           1375126          176957             426957          822755              1072755        3835336        4085336
  85           1839176           92870             342870          948005              1198005        6229246        6540708

1) Assumes an annual  $14,500  premium is paid at the  beginning  of each policy year.  Values would be different if premiums with a
   different  frequency or in different amounts.

2) Assumes  that no  policy  loan has been  made.  Excessive  loans or Partial Withdrawals may cause this policy to lapse because of
   insufficient cash value.

THE  HYPOTHETICAL  INVESTMENT  RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE
DEEMED A  REPRESENTATION  OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE  SHOWN
AND WILL DEPEND ON A NUMBER OF  FACTORS,  INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES AND RATES
OF INFLATION.  THE DEATH  BENEFIT AND CASH VALUE FOR A CONTRACT  WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL  RATES  OF RETURN
AVERAGED 0%, 6%, AND 12% OVER A PERIOD  OF  YEARS,  BUT  ALSO  FLUCTUATED  ABOVE OR BELOW  THOSE  AVERAGES  FOR INDIVIDUAL CONTRACT
YEARS. NO  REPRESENTATIONS  CAN BE MADE BY ALIC OR THE FUND THAT  THESE HYPOTHETICAL  RATES OF  RETURN CAN BE  ACHIEVED  FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
</TABLE>
<PAGE>
APPENDIX B

LONG TERM MARKET TRENDS
   
The information  below covering the period of 1926-1995 is an examination of the
basic  relationship  between risk and return among the different  asset classes,
and between nominal and real (inflation  adjusted)  returns.  The information is
provided because the Policyowners  have varied investment  portfolios  available
which have different  investment  objectives and policies.  The chart  generally
demonstrates  how different  classes of investments  have  performed  during the
period. The study of asset returns provides a period long enough to include most
of the major types of events that investors have experienced in the past.   This
is  a  historical  record  and  is  not intended  as   a  projection  of  future
performance.

The graph  depicts  the  growth of a dollar  invested  in common  stocks,  small
company stocks,  long-term government bonds,  Treasury bills, and a hypothetical
asset  returning the inflation  rate over the period from the end of 1925 to the
end of 1995. All results assume  reinvestment  of dividends on stocks or coupons
on bonds and no taxes.  Transaction costs are not included,  except in the small
stock  index  starting in 1982.  Charges  associated  with a variable  insurance
policy are not reflected in the chart.

Each of the cumulative  index values is initiated at $1.00 at year-end 1925. The
graph  illustrates  that common stocks and small stocks gained the most over the
entire 70-year period: investments of one dollar would  have  grown to $1,113.92
and $3,822.40 respectively, by year-end 1995. This  growth,  however, was earned
by taking substantial risk.  In contrast,  long-term  government  bonds (with an
approximate  20-year  maturity),  which exposed the holder to less risk, grew to
only $34.04.  Note  that  the  return  and  principal  value of an investment in
stocks will fluctuate  with  changes  in  market  conditions.    Prices of small
company stocks are generally more volatile  than  those of large company stocks.
Government bonds and Treasury Bills  are  guaranteed by the U.S. Government and,
if held to maturity, offer a fixed rate of return and a fixed principal value.

The lowest risk strategy over the past 70 years was to buy U.S.  Treasury bills.
Since   Treasury   bills  tended  to  track   inflation,   the  resulting   real
(inflation-adjusted) returns were near zero for the entire 1926-1995 period.
    

Omitted graph illustrates long term market trends as described in the narrative
above.



















                      Year End 1925 = $1.00
                      Source: Stocks, Bonds, Bills, and Inflation 1996 Yearbook
                     (C)Ibbotson Associates, Chicago. All Rights Reserved.
<PAGE>
APPENDIX C

STANDARD & POOR'S 500

The  Standard  and  Poor's (S & P 500) is a weighted  index of 500  widely  held
stocks: 400 Industrials,  40 Financial Company Stocks, 40 Public Utilities,  and
20  Transportation  stocks,  most of which  are  traded  on the New  York  Stock
Exchange.  This  information is provided  because the  Policyowners  have varied
investment options available.  The investment options,  except the Fixed Account
and the Money Market Account, involve investments in the stock market. The S & P
500 is generally regarded as an accurate composite of the overall stock market.

<TABLE>
<CAPTION>
   
PERCENT CHANGE OF TOTAL RETURN
STANDARD & POOR'S 500 INDEX

                           %
             Year        Change
- ----------------------------------
<S>         <C>         <C>
 1           1971        14.56              Omitted graph depicts the activity      
 2           1972        18.90              of the S&P 500 Index for the years 
 3           1973       -14.77              1970-1995.  
 4           1974       -26.39
 5           1975        37.16
 6           1976        23.57
 7           1977        -7.42
 8           1978         6.38
 9           1979        18.20
10           1980        32.27
11           1981        -5.01
12           1982        21.44
13           1983        22.38
14           1984         6.10
15           1985        31.57
16           1986        18.56
17           1987         5.10
18           1988        16.61
19           1989        31.69
20           1990        -3.14
21           1991        30.45
22           1992         7.61
23           1993        10.08
24           1994         1.32
25           1995        37.58 
    
</TABLE>

THE CHART ASSUMES THE RETURN  EXPERIENCED BY THE STANDARD & POOR'S 500 INDEX FOR
THE LAST 25 YEARS.  FUTURE  RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT ALLOCATIONS
MADE BY AN OWNER. THE INFORMATION IN THE CHART IS NOT NECESSARILY  INDICATIVE OF
FUTURE PERFORMANCE.
   
INDEX  PERFORMANCE  IS  NOT  ILLUSTRATIVE  OF POLICY SUBACCOUNT PERFORMANCE, AND
INVESTMENTS ARE NOT MADE IN THE INDEX.
    
<PAGE>
                           INCORPORATION BY REFERENCE


The Registrant,  ALIC Separate Account LLVL,  Registration 33-86500 purchases or
will  purchase  units from the  portfolios  of two funds at the direction of its
policyholders.  The  prospectuses  of these funds will be distributed  with this
prospectus  and  are  hereby   incorporated  by  reference.   The   prospectuses
incorporated by reference are as follows:


                      The Vanguard Variable Insurance Fund
                            Registration No. 33-32216

                  Neuberger & Berman Advisers Management Trust
                            Registration No. 2-88566

<PAGE>
                          UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission heretofore, or hereafter duly adopted pursuant to authority conferred
in that section.


                              RULE 484 UNDERTAKING

ALIC's By-laws provide as follows:

The Company shall  indemnify any person who was, or is a party, or is threatened
to be made a party,  to any  threatened,  pending or completed  action,  suit or
proceeding,  whether civil, criminal,  administrative or investigative by reason
of the fact that such  person is or was a  director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  or  employee  or  agent of  another  corporation,  partnership,  joint
venture, trust, or other enterprise, against expenses including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding to the full extent authorized
by the laws of Nebraska.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to directors,  officers,  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
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
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant 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.


                    REPRESENTATIONS PURSUANT TO RULE 6e-3(T)

This  filing is made  pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment
Company Act of 1940.

Registrant  elects  to  be  governed  by  Rule  6e-3(T)(b)(13)(i)(A)  under  the
Investment  Company  Act of 1940 with  respect to the policy  described  in this
Prospectus.

Registrant makes the following representations:

1. Section 6e(T)(b)(13)(iii)(F) has been relied upon.

2. The level of the mortality and expense risk charges is reasonable in relation
   to the risk assumed by the life insurer under the contract.  The  methodology
   used to support this  representation is based on an analysis of the mortality
   and expense risks  inherent in the  contracts,  including a new  distribution
   method,  use of outside funds, use of a simplified  application with modified
   underwriting approach,  flexibility or premiums and insurance features, and a
   variety of other  possible  scenarios  which may cause actual  mortality  and
   expense experience to be greater than anticipated.  Registrant  undertakes to
   keep and make available to the  Commission on request the memorandum  used to
   support this representation.

3. Registrant  has  concluded  that there is a  reasonable  likelihood  that the
   distribution  financing  arrangement  of the Account will benefit the Account
   and  policyowners  and will  keep and make  available  to the  Commission  on
   request a memorandum setting forth the basis for the representation.

4. The Account will invest only in management  investment  companies  which have
   undertaken  to  have a  board  of  directors,  a  majority  of  whom  are not
   interested persons of the company,  formulate and approve any plan under Rule
   12b-1 to finance distribution expenses.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Ameritas Life Insurance Corp. Separate Account LLVL, certifies that it meets all
the requirements for effectiveness of this Post-Effective Amendment No. 1 to the
Registration  Statement  pursuant to Rule 485(a) under the Securties Act of 1933
and has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned  thereunto duly authorized in the City of Lincoln,
County of Lancaster, State of Nebraska on this 28th day of February, 1996.


                                                   AMERITAS LIFE INSURANCE CORP.
                                              SEPARATE ACCOUNT LLVL, Registrant

                                       AMERITAS  LIFE INSURANCE CORP., Depositor



Attest:     Norman M. Krivosha                  By:   Lawrence J. Arth
          --------------------                     -----------------------  
                Secretary                           Chairman of the Board


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been  signed by the  Directors  and  Officers  of  Ameritas  Life
Insurance Corp. of Nebraska on the dates indicated.

       SIGNATURE                     TITLE                         DATE


/s/ Lawrence J. Arth       Director, Chairman of the Board    February 28, 1996
   ---------------------     and Chief Executive Officer
    Lawrence J. Arth

/s/ Kenneth C. Louis               President and              February 28, 1996
   ---------------------      Chief Operating Officer
    Kenneth C. Louis

/s/ Norman M. Krivosha        Executive Vice President,       February 28, 1996
   ---------------------      Secretary and Corporate 
    Norman M. Krivosha            General Counsel

/s/ Jon C. Headrick           Executive Vice President-       February 28, 1996
   ---------------------      Investments and Treasurer
    Jon C. Headrick

/s/ James P. Abel                    Director                 February 28, 1996
   -------------------
    James P. Abel

/s/ Duane W. Acklie                  Director                 February 28, 1996
   -------------------
    Duane W. Acklie

/s/ Robert C. Barth           Second Vice President and       February 28, 1996
   -------------------           Assistant Controller
    Robert C. Barth

/s/ Roxann Brennfoerder       Vice President - Pensions       February 28, 1996
   ---------------------
    Roxann Brennfoerder

/s/ Wayne E. Brewster       Vice President - Varible Sales    February 28, 1996
   ---------------------
    Wayne E. Brewster

/s/ Robert W. Bush            Executive Vice President -      February 28, 1996 
   ---------------------         Individual Insurance           
    Robert W. Bush
<PAGE>
        SIGNATURE                    TITLE                         DATE



/s/ Jan M. Connolly           Vice President - Corporate      February 28, 1996
   ---------------------  Operations, Planning and Quality
    Jan M. Connolly

/s/ William W. Cook, Jr.             Director                 February 28, 1996
   ---------------------
    William W. Cook, Jr.

/s/ Gerald B. Dimon        Vice President - Human Resources   February 28, 1996
   ---------------------
    Gerald B. Dimon

/s/ Bert A. Getz                     Director                 February 28, 1996
   ---------------------
    Bert A. Getz

/s/ James R. Haire        Senior Vice President - Corporate   February 28, 1996 
   ---------------------  Actuary and Strategic Development
    James R. Haire
 
/s/ Thomas D. Higley        Vice President and Individual     February 28, 1996
   ---------------------   Financial Operations and Actuary
     Thomas D. Higley                           

/s/ Leslie D. Inman        Vice President - Group Strategic   February 28, 1996
   ---------------------             Alliances
    Leslie D. Inman

/s/ Steven K. Isaacs           Vice President - Group         February 28, 1996
   ---------------------             Field Sales
    Steven K. Isaacs

/s/ Michael Jaskolka           Second Vice President -        February 28, 1996
   ---------------------        Information Services
    Michael Jaskolka  

/s/ Marty L. Johnson           Second Vice President -        February 28, 1996
   ---------------------       Individual Underwriting
    Marty L. Johnson
 
/s/ Kenneth R. Jones          Vice President - Corporate      February 28, 1996
   ---------------------  Compliance and Assistant Secretary
    Kenneth R. Jones

/s/ James R. Knapp                   Director                 February 28, 1996
   ---------------------
    James R. Knapp

/s/ Robert F. Krohn                  Director                 February 28, 1996
   ---------------------
    Robert F. Krohn

/s/ William W. Lester         Vice President - Securities     February 28, 1996
   ---------------------                     
    William W. Lester

/s/ Wilfred J. Maddux                Director                 February 28, 1996
   --------------------- 
    Wilfred J. Maddux

/s/ JoAnn M. Martin       Senior Vice President - Controller  February 28, 1996
  ---------------------       and Chief Financial Officer
    JoAnn M. Martin
<PAGE>
        SIGNATURE                    TITLE                         DATE

/s/ Anthony Mazzarelli, Jr.       Vice President -            February 28, 1996
   ------------------------       Individual Sales
    Anthony Mazzarelli, Jr.

/s/ Bruce R. McMullen, M.D.       Vice President -            February 28, 1996
   ------------------------       Medical Director
    Bruce R. McMullen, M.D.

/s/ David C. Moore            Executive Vice President -      February 28, 1996
   ---------------------          Group and Pensions
    David C. Moore

/s/ William W. Nelson          Vice President - Group         February 28, 1996
   ---------------------            Administration
    William W. Nelson

/s/ Dale Niebuhr               Second Vice President -        February 28, 1996
   ---------------------           Internal Audit
    Dale Niebuhr

/s/ John E. Olsson                   Director                 February 28, 1996
   ---------------------
    John E. Olsson

/s/ Gary R. Raymond        Vice President - Group Actuary     February 28, 1996
   ---------------------
    Gary R. Raymond

/s/ Barry C. Ritter            Senior Vice President -        February 28, 1996
   ---------------------         Information Services
    Barry C. Ritter

/s/ Paul C. Schorr, III              Director                 February 28, 1996
   ---------------------
    Paul C. Schorr, III

/s/ William C. Smith                 Director                 February 28, 1996
   ---------------------   
    William C. Smith

/s/ Donald R. Stading          Vice President and General     February 28, 1996
   ---------------------   Counsel - Insurance and Assistant
    Donald R. Stading                 Secretary

/s/ Neal E. Tyner                    Director                 February 28, 1996
   ---------------------
    Neal E. Tyner

/s/ Kenneth L. VanCleave    Vice President - Group Marketing  February 28, 1996
   ---------------------           and Managed Care
    Kenneth L. VanCleave 

/s/ Richard W. Vautravers      Vice President - Ameritas      February 28, 1996
   ----------------------            Low-Load
    Richard W. Vautravers

/s/ Winton J. Wade                   Director                 February 28, 1996
   ---------------------    
    Winston J. Wade

/s/ Steven L. Welton         Vice President - Individual      February 28, 1996
   ---------------------             Marketing
    Steven L. Welton
<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following Papers and Documents:

   The facing sheet.
   The prospectus consisting of 59 pages.
   The undertaking to file reports.
   The undertaking pursuant to Rule 484.
   Representations pursuant to Rule 6e-3(T).
   The signatures.
   Written consents of the following:
     (a) Thomas P. McArdle
     (b) Norman M. Krivosha
     (c) Deloitte & Touche LLP Independent Auditors

The following exhibits:

1.  The following exhibits correspond to those required by paragraph A of the 
    instructions as to exhibits in Form N-8B-2.
    (1)   Resolution of the Board of Directors of ALIC authorizing establishment
          of the Account.*
    (2)   Not applicable.
    (3)   (a) Proposed form of Principal Underwriting Agreement.*
          (b) Proposed form of Selling Agreement.*
          (c) Commission schedule.*
    (4)   Not applicable.
    (5)   (a) Proposed form of Policy.***
          (b) Proposed form of Policy rider.*
    (6)   (a) Articles of Incorporation of ALIC.*
          (b) Bylaws of ALIC.*
    (7)   Not applicable.
    (8)   (a) Participation Agreement in the Vanguard Variable Insurance Fund.**
          (b) Participation Agreement in the Neuberger & Berman Advisers 
              Management Trust.**
    (9)   Not applicable.
    (10)  Application for Policy.***
    (11)  Memorandum describing ALIC's exchange procedure.*
    (12)  Memorandum describing ALIC's issuance, transfer, and redemption 
          procedures for the Policy.***
 2.    See Exhibit 1(5)
 3.    (a)(b) Opinion and Consent of Norman M. Krivosha, Executive Vice 
              President, Secretary and Corporate General Counsel of Ameritas
              Life Insurance Corp.
 4.    No financial statements are omitted from the Prospectus pursuant to 
       Instruction 1(b) or (c) of Part I.
 5.    Not applicable.
 6.    (a)(b) Opinion and Consent of Thomas P. McArdle.
 7.    Not applicable.
 8.    Consent of Deloitte & Touche LLP.
 9.    Form of Notice of Withdrawal Right and Refund pursuant to 
       Rule 6e-3(T)(b)(13)(viii) under the Investment Company Act of 1940.*
10.    Actuary Opinion in Support of Exemptive Application*


*      Incorporated  by  reference  to  the  initial  Registration Statement for
       Ameritas   Life Insurance Corp. Separate Account LLVL, File No. 33-86500,
       filed on November 14, 1994.

**     Incorporated  by  reference  to  the  Pre-Effective  Amendment No. 1  for
       Ameritas  Life  Insurance Corp. Separate Account LLVL, File No. 33-86500,
       filed on March 21, 1995.

***    Incorporated  by  reference  to  the  Pre-Effective  Amendment  No. 2 for
       Ameritas Life Insurance Corp.  Separate  Account LLVL, File No. 33-86500,
       filed September 12, 1995.
<PAGE>
                                  Exhibit Index


 Exhibit                                                                Page

99.3(a)(b)     Opinion and Consent of Norman M. Krivosha, Executive 
               Vice President, Secretary and Corporate General 
               Counsel of Ameritas Life Insurance Corp.

99.6(a)(b)     Opinion and Consent of Thomas P. McArdle.

99.8           Consent of Deloitte & Touche LLP.


                                Exhibit 99.3(a)(b)


      Opinion and Consent of Norman M. Krivosha, Executive Vice President,
    Secretary and Corporate General Counsel of Ameritas Life Insurance Corp.
<PAGE>
                                              Ameritas Life Insurance Corp. Logo
                                       5900 "O" Street, Lincoln, Nebraska  68510

February 29, 1996




Ameritas Life Insurance Corp.
5900 "O" Street
P.O. Box 81998
Lincoln, Nebraska  68501

Gentlemen:

With reference to the Post-Effective  Amendment No. 1 to Registration  Statement
No.  33-86500 on Form S-6 filed by Ameritas Life  Insurance  Corp.  and Ameritas
Life  Insurance  Corp.  Separate  Account  LLVL with the  Securities  & Exchange
Commission  covering flexible premium life insurance  policies,  I have examined
such documents and such laws as I considered  necessary and appropriate,  and on
the basis of such examination, it is my opinion that:

   1.    Ameritas  Life  Insurance Corp.  is duly organized and validly existing
         under the laws of the State of Nebraska and has been duly authorized to
         issue  individual  flexible  premium  variable  life  policies  by  the
         Insurance Department of the State of Nebraska.

   2.    Ameritas   Life   Insurance   Corp.    Separate  Account LLVL is a duly
         authorized and existing separate account   established  pursuant to the
         provisions  of   Section 44-402.01  of  the   Statutes  of the State of
         Nebraska.

   3.    The  flexible   premium   variable  life   policies,   when  issued  as
         contemplated by said Form S-6 Registration  Statement,  will constitute
         legal,   validly  issued  and  binding  obligations  of  Ameritas  Life
         Insurance Corp.

I hereby  consent to the  filing of this  opinion as an exhibit to said Form S-6
Registration  Statement  and to the  use of my name  under  the  caption  "Legal
Matters" in the Prospectus contained in the Registration Statement.

Sincerely,


/s/ Norman Krivosha

Norman Krivosha
Executive Vice President,
Secretary and Corporate General Counsel


                                Exhibit 99.6(a)(b)


                    Opinion and Consent of Thomas P. McArdle.
<PAGE>
                                              Ameritas Life Insurance Corp. Logo
                                       5900 "O" Street, Lincoln, Nebraska  68510

February 29, 1996



Ameritas Life Insurance Corp.
5900 "O" Street
P.O. Box 81889
Lincoln, Nebraska  68501


Gentlemen:


This opinion is furnished in connection  with the  registration by Ameritas Life
Insurance   Corp.,  of  a  flexible   premium  variable  life  insurance  policy
("Contract") under the Securities Act of 1933. With reference to Post- Effective
Amendment No. 1 to Registration Statement No. 33-86500 on Form S-6 describes the
Contract. The form of Contract was prepared under my direction and I am familiar
with  the  Registration  Statement  and  Exhibits  thereto.  This  contract  was
developed and filed under  Securities and Exchange  Commission Rule 6E- 3(T), as
interpreted at this time by the SEC staff. In my opinion:


The  illustrations  of death  benefits  and cash values  included in the section
entitled  "Illustrations of Death Benefits and Cash Values" in the Appendices of
the  prospectus,  based on the  assumptions  stated  in the  illustrations,  are
consistent  with the  provisions  of the  Contract.  The rate  structure  of the
Contract has not been designed so as to make the  relationship  between premiums
and  benefits,  as  shown  in  the  illustrations,   appear  more  favorable  to
prospective  purchasers  of the  Contract  for male age 45, than to  prospective
purchasers of the Contract for other ages or for females.


I hereby  consent to the use of this  opinion as an exhibit to the  Registration
Statement  and to the  reference  to my name under the heading  "Experts" in the
prospectus.

Very truly yours,



/s/ Thomas P. McArdle

Thomas P. McArdle, F.A.A., M.A.A.A.
Assistant Vice President and Associate Actuary


                                    Exhibit 99.8


                        Consent of Deloitte & Touche LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT


We consent to the use in this  Post-Effective  Amendment  No. 1 to  Registration
Statement No. 33-86500 of Ameritas Life Insurance Corp. Separate Account LLVL of
our report dated February 1, 1996 on the financial statements  (parent  company
only) of Ameritas Life Insurance Corp.  appearing in the Prospectus,  which is a
part of such  Registration  Statement,  and to the  reference  to us  under  the
heading "Experts" in such Prospectus.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP


Lincoln, Nebraska
February 27, 1996


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