AMERITAS LIFE INSURANCE CORP SEPARATE ACCOUNT LLVL
485APOS, 1997-02-28
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             As filed with the Securities and Exchange Commission on
   
                                February 28, 1997
    
                            Registration No. 33-86500

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------
   
                         Post-Effective Amendment No. 3
    
                                       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, 1997 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.  A notice pursuant to Rule 24f-2 for the fiscal  year ending  December 31,
1996 was filed on February 12, 1997.
    
<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>
- --------------------------------------------------------------------------------
                                              Ameritas Life Insurance Corp. Logo
PROSPECTUS


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 generally $100,000,
lower  specified   amounts  may  be  requested.   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 20). 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 22),
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 Vanguard Variable Insurance Fund  ("Vanguard"),  Neuberger & Berman
Advisers  Management  Trust  ("Neuberger & Berman AMT") or Berger  Institutional
Products  Trust  ("Berger  IPT")  (collectively  the "Funds").  In this Separate
Account, Vanguard offers nine  portfolios:  Money Market,  High-Grade Bond, High
Yield Bond, Balanced,  Equity Income, Equity Index, Growth, Small Company Growth
and  International;  Neuberger  & Berman AMT  offers  four  portfolios:  Limited
Maturity Bond, Growth, Partners, and Balanced; Berger IPT offers two portfolios:
Berger IPT-100 Fund and Berger IPT - Small Company Growth Fund. 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
Vanguard, Neuberger & Berman AMT and Berger IPT.
    

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, 1997.
    

- --------------------------------------------------------------------------------
                                                                     LLVL     1

<PAGE>
- --------------------------------------------------------------------------------


TABLE OF CONTENTS
   
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 .............................................. 14
         Addition, Deletion or Substitution of Investments.................. 15
         Fixed Account...................................................... 16
Policy Benefits............................................................. 16
         Purposes of the Policy............................................. 16
         Death Benefit Proceeds............................................. 17
         Death Benefit Options.............................................. 17
         Methods of Affecting Insurance Protection.......................... 18
         Duration of Policy................................................. 19
         Accumulation Value................................................. 19
         Benefits at Maturity............................................... 19
         Payment of Policy Benefits......................................... 20
Policy Rights............................................................... 20
         Loan Benefits...................................................... 20
         Surrenders......................................................... 21
         Partial Withdrawals................................................ 21
         Transfers.......................................................... 22
         Systematic Programs................................................ 22
         Refund Privilege................................................... 23
         Exchange Privilege................................................. 23
Payment and Allocation of Premiums.......................................... 23
         Issuance of a Policy............................................... 23
         Premiums........................................................... 24
         Allocation of Premiums and Accumulation Value...................... 25
         Policy Lapse and Reinstatement..................................... 25
Charges and Deductions...................................................... 26
         Deductions From Premium Payment.................................... 26
         Charges Deducted from Accumulation Value........................... 26
         Surrender Charge................................................... 27
         Transfer Charge.................................................... 27
         Partial Withdrawal Charge.......................................... 27
         Daily Charges Against the Account.................................. 27
General Provisions.......................................................... 28
Additional Insurance Benefits (Riders)...................................... 29
Distribution of the Policies................................................ 30
Federal Tax Matters......................................................... 30
Safekeeping of the Account's Assets......................................... 32
Third Party Services........................................................ 33
Voting Rights............................................................... 33
State Regulation of ALIC.................................................... 33
Executive Officers and Directors of ALIC.................................... 33
Legal Matters............................................................... 37
Legal Proceedings........................................................... 37
Experts..................................................................... 37
Additional Information...................................................... 37
Financial Statements........................................................ 38
Ameritas Life Insurance Corp. Separate Account LLVL......................... 40
Ameritas Life Insurance Corp................................................ 46
Appendices.................................................................. 66
    

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.

- --------------------------------------------------------------------------------
2     LLVL
<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 25) 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.

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 21;
Charges and Deductions, page 23).

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

- --------------------------------------------------------------------------------
                                                                     LLVL     3
<PAGE>
- --------------------------------------------------------------------------------
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 19 and 24).

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.

- --------------------------------------------------------------------------------
4     LLVL
<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  fifteen  different  Subaccounts.  The  fifteen
Subaccounts  invest in the  corresponding  portfolios  (Funds)  of the  Vanguard
Variable  Insurance Fund  the  Neuberger & Berman  Advisers  Management Trust or
the Berger Institutional Products 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 18).
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.

- --------------------------------------------------------------------------------
                                                                     LLVL     5
<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 fifteen  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 9). The financial  statements for ALIC
can be found beginning on page 39.
    

THE POLICY
   
The  policy  is  available  for  individuals  and  for  corporations  and  other
institutions who wish to provide coverage and benefits for key employees.
    

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 Vanguard.  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 22).

The various  Subaccounts  available  invest in a corresponding  portfolio of the
Funds. 

- --------------------------------------------------------------------------------
6    LLVL
<PAGE>
- --------------------------------------------------------------------------------
In this  Separate  Account,  Vanguard  offers  nine  portfolios:  Money  Market,
High-Grade Bond, High Yield Bond, Balanced, Equity Income, Equity Index, Growth,
Small  Company  Growth and  International;  Neuberger  & Berman AMT offers  four
portfolios:  Limited Maturity Bond, Growth,  Partners,  and Balanced; and Berger
IPT offers two  portfolios:  Berger  IPT-100 Fund and Berger  IPT-Small  Company
Growth Fund. 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 14).

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 16). 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 19). A charge will be deducted  from the amount paid
upon Partial Withdrawal. (See Partial Withdrawal Charge, page 24).

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.

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 18).
- --------------------------------------------------------------------------------
                                                                     LLVL     7
<PAGE>
- --------------------------------------------------------------------------------
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
28).

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 23).

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 23). 

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 24).

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 24).

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 25).

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 25).

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 9).


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 28),  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 28).

- --------------------------------------------------------------------------------
8     LLVL
<PAGE>
- --------------------------------------------------------------------------------
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 20).

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 20).

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 "O" Street, Lincoln, Nebraska 68501.

   
ALIC and  subsidiaries  had  total  assets  at  December  31,  1996 of over $2.9
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,
ALIC's wholly-owned, direct-to-consumer subsidiary.   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 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.

- --------------------------------------------------------------------------------
                                                                    LLVL     9
<PAGE>
- --------------------------------------------------------------------------------
THE FUNDS
   
There are  currently  fifteen   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  Vanguard,  Neuberger &
Berman AMT, or Berger IPT (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  Vanguard,  Neuberger  & Berman AMT and Berger  IPT 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
       
- --------------------------------------------------------------------------------
10  LLVL
<PAGE>
- --------------------------------------------------------------------------------
       
- --------------------------------------------------------------------------------

                                                                     LLVL     11
<PAGE>
- --------------------------------------------------------------------------------
   
MONEY MARKET  PORTFOLIO seeks to provide a current income and a stable net asset
value of $1.00 per share. The Portfolio invests primarily in high-quality  money
market instruments issued by financial institutions,  nonfinancial corporations,
and the U.S. Government,  state and municipal  governments and their agencies or
instrumentalities,  as  well as  repurchase  agreements  collateralized  by such
securities.

HIGH-GRADE BOND PORTFOLIO seeks to parallel the investment  results (income plus
capital change) of publicly-traded  investment graded fixed-income securities in
the aggregate by attempting to duplicate the  investment  performance of a broad
investment  grade bond index. The Portfolio  invests  primarily in a diversified
portfolio of U.S. Government, corporate and foreign dollar-denominated bonds and
mortgage-backed securities.

HIGH YIELD  BOND  PORTFOLIO  seeks to provide a high level of current  income by
investing in a diversified portfolio of lower quality,  high-yielding  corporate
debt securities (commonly referred to as "junk bonds").

BALANCED  PORTFOLIO  seeks to provide  capital growth and a reasonable  level of
current  income by investing  in a  diversified  portfolio of common  stocks and
bonds.

EQUITY  INCOME  PORTFOLIO  seeks to provide a high  level of  current  income by
investing principally in dividend-paying equity securities.

EQUITY INDEX PORTFOLIO seeks to parallel the investment  results of the Standard
& Poor's  500  Composite  Stock  Price  Index (the "S & P 500").  The  Portfolio
invests primarily in common stocks included in the S & P 500.

GROWTH PORTFOLIO seeks to provide  long-term  capital  appreciation by investing
primarily in equity  securities of seasoned U.S.  companies  with  above-average
prospects for growth.

SMALL COMPANY GROWTH  PORTFOLIO seeks to provide  long-term growth in capital by
investing  primarily  in equity  securities  of small  companies  deemed to have
favorable prospects for growth.

INTERNATIONAL  PORTFOLIO  seeks to provide  long-term  capital  appreciation  by
investing  primarily in equity securities of seasoned  companies located outside
the United States.
    
       
- --------------------------------------------------------------------------------
12   LLVL     
<PAGE>
- --------------------------------------------------------------------------------
       
   
NEUBERGER & BERMAN AMT

LIMITED MATURITY BOND PORTFOLIO seeks the highest current income consistent with
low risk to principal and liquidity;  and secondarily,  total return.  Principal
series  investments are  short-to-intermediate  term debt securities,  primarily
investment grade.

GROWTH PORTFOLIO seeks capital appreciation, without regard to income. Principal
series investments are common stocks.

PARTNERS PORTFOLIO seeks capital growth. Principal series investments are common
stocks and other equity securities of established companies.

BALANCED  PORTFOLIO seeks long-term capital growth and reasonable current income
without undue risk to principal.  Principal series investments are common stocks
and short-to-intermediate term debt securities, primarily investment grade.



BERGER IPT

BERGER IPT-100 FUND seeks long-term capital appreciation.  Current income is not
an  investment  objective.  The Fund  places  primary  emphasis  on  established
companies which it believes to have favorable  growth  prospects,  regardless of
the company's size.  Common stock usually  constitutes all or most of the Fund's
investment  portfolio,  but the Fund remains free to invest in securities  other
than common stocks.

BERGER  IPT-SMALL  COMPANY  GROWTH FUND seeks capital  appreciation.  It invests
principally  in a  diversified  group  of  equity  securities  of  small  growth
companies  with  market  capitalization  of less than $1  billion at the time of
initial purchase.
    
- --------------------------------------------------------------------------------
                                                                      LLVL    13
<PAGE>
- --------------------------------------------------------------------------------
FUND MANAGEMENT FEES

Fee  information  relating to the  underlying  funds was provided to ALIC by the
underlying funds. ALIC has not independently  verified 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.  Newell  Associates,  Lincoln  Capital
Management,  and  Granahan  Investment  Management,  Inc.  serve as  independent
investment  advisors to the Equity  Income,  Growth,  and Small  Company  Growth
portfolios,  respectively.  Wellington  Management  Company serves as investment
advisor  to the  Balanced  and High  Yield Bond  portfolios.  The  International
portfolio  employs  Schroder  Capital  Management  International,  Inc.  as  the
adviser.  Vanguard  charges  a fee to each  portfolio  for  providing  corporate
management, administrative, distribution and shareholder accounting services.

   
Neuberger & Berman  Advisers  Management  Trust (the  "Trust")  is divided  into
portfolios  ("Portfolios"),  each of  which  invests  all of its net  investable
assets in a corresponding  series  ("Series") of Advisers  Managers  Trust.  The
figures reported under "Investment  Management and Administration  Fees" include
the  aggregate  of the  administration  fees  paid  by  the  Portfolio  and  the
management fees paid by its corresponding  Series.  Similarly,  "Other Expenses"
includes all other expenses of the Portfolio and its corresponding Series.
    

NBMI provides investment management services to each Series that include,  among
other  things,  making  and  implementing  investment  decisions  and  providing
facilities  and  personnel  necessary  to  operate  the  Series.  NBMI  provides
administrative  services  to each  Portfolio  that  include  furnishing  similar
facilities and personnel to the Portfolio. With the Portfolio's consent, NBMI is
authorized to subcontract some of its responsibilities  under its administration
agreement with the Portfolio to third parties.

Each Portfolio  bears all expenses of its  operations  other than those borne by
NBMI as  administrator  of the Portfolio and as distributor of its shares.  Each
Series  bears all expenses of its  operations  other than those borne by NBMI as
investment  manager of the Series.  These expenses include,  but are not limited
to,  for  the  Portfolios  and  the  Series,   legal  and  accounting  fees  and
compensation  for trustees who are not affiliated with NBMI; for the Portfolios,
transfer  agent fees and the cost of  printing  and  sending  reports  and proxy
materials to  shareholders;  and for the Series,  custodial fees for securities.
Any  expenses  which are not  directly  attributable  to a  specific  Series are
allocated on the basis of the net assets of the respective Series.

   
NBMI has  voluntarily  undertaken  to limit the listed  Portfolio's  expenses by
reimbursing each Portfolio for its operating  expenses and its pro rata share of
its  corresponding  Series'  operating  expenses,  excluding the compensation of
NBMI,  taxes,  interest,   extraordinary  expenses,  brokerage  commissions  and
transaction  costs,  that  exceed,  in  the  aggregate,  1%  per  annum  of  the
Portfolio's  average  daily net asset  value.  This  undertaking  is  subject to
termination on 60 days' prior written notice to the Portfolio.

Berger Associates  provides investment advisory services to the Berger IPT Funds
available in the Separate  Account.  Berger  Associates  has agreed to waive its
advisory  fee to the extent that normal  operating  expenses in any fiscal year,
including the  management  fee but excluding  brokerage  commissions,  interest,
taxes and extraordinary  expenses,  of Berger IPT-100 Fund exceed 1.00%, and the
normal  operating  expenses in any fiscal year of the Berger  IPT-Small  Company
Growth Fund exceed 1.15%, of the respective Fund's average daily net assets.
    

EXPENSES
   
<TABLE>
<CAPTION>
                         INVESTMENT ADVISORY
PORTFOLIO                  & MANAGEMENT                  OTHER EXPENSE                         TOTAL

VANGUARD(1)
<S>                            <C>                            <C>                              <C>   
Money Market                    .14%                           .05%                             .19%
High-Grade Bond                 .19%                           .06%                             .25%
High Yield Bond(2)              .26%                           .06%                             .32%
Balanced                        .28%                           .03%                             .31%
</TABLE>
- --------------------------------------------------------------------------------
14   LLVL     
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                            <C>                            <C>                              <C>           
Equity Income                   .30%                           .05%                             .35%
Equity Index                    .19%                           .03%                             .22%
Growth                          .35%                           .04%                             .39%
Small Company Growth(2)         .39%                           .06%                             .45%
International                   .38%                           .11%                             .49%
</TABLE>
<TABLE>
<CAPTION>
NEUBERGER & BERMAN(3)
                         INVESTMENT MANAGEMENT
PORTFOLIO                & ADMINISTRATION FEES           OTHER EXPENSES                        TOTAL
<S>                            <C>                            <C>                             <C> 
Limited Maturity                .65%                           .13%                             .78%
Balanced                        .85%                           .24%                            1.09%
Partners                        .84%                           .11%                             .95%
Growth                          .83%                           .09%                             .92%


BERGER IPT
                         INVESTMENT MANAGEMENT
PORTFOLIO                & ADMINISTRATION FEES           OTHER EXPENSES                        TOTAL
                                                    (reflect reimbursement)          (reflect reimbursement)

100 Fund                        .00%                          1.00%(4)                         1.00%(4)
Small Company Growth            .00%                          1.15%(5)                         1.15%(5)
</TABLE>


(1)      9/30/96 fiscal year end.
(2)      Annualized
(3)      12/31/96 fiscal year end.
(4)      Expenses  reflect  fee waiver and  expense  reimbursement.  Absent such
         waiver and  reimbursement,  "Other" Expenses would have been 6.94%; and
         "Total" Expenses would have been 7.69%.
(5)      Expenses  reflect  fee waiver and  expense  reimbursement.  Absent such
         waiver and  reimbursement,  "Other" Expenses would have been 7.67%; and
         "Total" Expenses would have been 8.57%.
    

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.
- --------------------------------------------------------------------------------
                                                                      LLVL    15
<PAGE>
- --------------------------------------------------------------------------------

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 19). 

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 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.

- --------------------------------------------------------------------------------
16     LLVL
<PAGE>
- --------------------------------------------------------------------------------
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 17).

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 22). The minimum  initial  Specified
Amount is generally $100,000, lower Specified Amounts may be requested.  Defined
differences, assisted by graphic illustrations are as follows:
    


OPTION A.


(Omitted graph illustrates  payout under Death Benefit Option A, specifically by
showing  the  relationships  over  time,  between  the  Specified  Amunt 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.


(Omitted graph illustrates  payout under Death Benefit Option B, specifically by
showing  the  relationships  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.

- --------------------------------------------------------------------------------
                                                                     LLVL     17
<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 23 and  Federal  Tax
Matters, page 28).

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 23 and Federal Tax Matters, page 28).

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 21),
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 22).
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 23).


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.

- --------------------------------------------------------------------------------
18    LLVL
<PAGE>
- --------------------------------------------------------------------------------
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 23). 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 22). 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 26).


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 19). 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  22).  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.

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 25).

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.

- --------------------------------------------------------------------------------
                                                                      LLVL    19
<PAGE>
- -------------------------------------------------------------------------------
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,  page26).  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.


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 28).

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.

- --------------------------------------------------------------------------------
20   LLVL     
<PAGE>
- --------------------------------------------------------------------------------
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 Benefit 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 22).

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.

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 26).  Surrenders may
have tax consequences. (See Tax Treatment of Policy Proceeds, page 29).

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 17).


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.

- --------------------------------------------------------------------------------
                                                                     LLVL     21
<PAGE>
- -------------------------------------------------------------------------------
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 23-24; Death Benefit  Options--Methods of Affecting  Insurance  Protection,
page 16). 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 24).


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.  This charge will be  deducted  pro rata from each  Subaccount
(and, if applicable,  the Fixed  Account) in which the  Policyowner is invested.
(See  Transfer  Charge,  page 24).  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.
    

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 which exceeds 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 be counted in determining whether the
transfer fee applies.  There is no separate  charge for  participation  in these
programs at this time.  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,  on a systematic  basis,  in accordance  with  allocation  instructions
specified by the Owner. The Fixed Account can not be used in this program.

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 

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22    LLVL    
<PAGE>
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the Fixed  Account or the Money Market  Subaccount  to any other  Subaccount(s).
When dollar cost  averaging is permitted  from the Fixed  Account,  no more than
1/36th of the value of the Fixed  Account at the time dollar cost  averaging  is
established may be transferred each month.

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.  Use of Systematic
Programs may not be advantageous, and does not guarantee success.
    

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 canceled 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 26).


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
   
The  policy  is  available  for  individuals  and  for  corporations  and  other
institutions who wish to provide coverage and benefits for key employees.
    

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  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

- --------------------------------------------------------------------------------
                                                                      LLVL    23
<PAGE>
- --------------------------------------------------------------------------------
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.

   
Subject to approval,  a Policy may be backdated,  but the Policy Date may not be
more than six months  prior to the date of the  application.  Backdating  can be
advantageous if the Insured's lower Issue Age results in lower cost of insurance
rates.  If a Policy is  backdated,  the minimum  initial  premium  required will
include sufficient  premium to cover the backdating  period.  Monthly deductions
will be made for the period the Policy Date is backdated.
    

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 26).

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 16). 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, below).

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.

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.

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24   LLVL    
<PAGE>
- --------------------------------------------------------------------------------
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.  Allocations must be whole number  percentages and 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,
below).

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

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                                                                      LLVL    25
<PAGE>
- --------------------------------------------------------------------------------
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 16.

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.

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 
- --------------------------------------------------------------------------------
26     LLVL    
<PAGE>
- --------------------------------------------------------------------------------
   
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,  or issued in
connection with certain  employer  sponsored  arrangements  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, below).

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
pro rata from each Subaccount  (and, if applicable,  the Fixed Account) in which
the  Policyowner  is  invested.  The  transfer  charge  will not be  imposed  on
transfers  that occur as a result of policy  loans or the  exercise  of exchange
rights.
    

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.

- --------------------------------------------------------------------------------
                                                                      LLVL    27
<PAGE>
- --------------------------------------------------------------------------------
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,
Neuberger & Berman Advisers Management Trust, and Berger Institutional  Products
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 28).


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.

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.

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28      LLVL    
<PAGE>
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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.


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 23).

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.

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                                                                      LLVL    29
<PAGE>
- --------------------------------------------------------------------------------
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.  
    

DISTRIBUTION OF THE POLICIES

Ameritas  Investment Corp.  ("Investment  Corp."), a wholly-owned  subsidiary of
AMAL Corporation 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.

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,   ALIC's
wholly-owned,  direct-to-consumer  subsidiary,  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
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30     LLVL    
<PAGE>
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been  made to  consider  in detail  any  applicable  state or other tax  (except
premium taxes, see discussion  "Premium Charges," page 23) 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. ALIC makes no representation as to the
likelihood of the  continuation  of present  federal  income tax laws nor of the
interpretations by the Internal Revenue Service. Federal tax laws are subject to
change and thus tax consequences to the Insured, Policyowner or Beneficiary  may
be altered.
    

(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  in  Death Benfit option, 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.
    
     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. A
     Policyowner  should  contact  a  competent tax  professional  before paying
     additional  premiums  or  making  other  changes to the Policy to determine
     whether  such  payments  or  changes  would  cause  the  Policy to become 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  March 2, 1989,  which affect how the Fund's
     assets may be invested.
    
- --------------------------------------------------------------------------------
                                                                      LLVL    31
<PAGE>
- --------------------------------------------------------------------------------
   
     ALIC does not have control  over  the  Funds or their investments. However,
     ALIC  believes  that  the  Funds  will  be  operated in compliance with the
     diversification requirements  of  the  Internal  Revenue Code.  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 or otherwise to qualify the Policy for favorable tax treatment.
    
     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 prior to the original maturity  date  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.

     Except for Policies  with respect to a limited  number of key persons of an
     employer  (both as defined in the Internal  Revenue  Code),  and subject to
     applicable  interest  rate  caps,  the  Health  Insurance  Portability  and
     Accountability  Act of 1996 (the "Health  Insurance Act") generally repeals
     the  deduction for interest paid or accrued after October 13, 1995 on loans
     from corporate owned life insurance  Policies.  Certain  transitional rules
     for existing  indebtedness  are included in the Health  Insurance  Act. The
     transitional  rules include a phase-out of the  deduction for  indebtedness
     incurred (1) before  January 1, 1996,  (or) (2) before January 1, 1997, for
     Policies  entered  into in 1994 or  1995.  The  phase-out  of the  interest
     expense  deduction occurs over a transition period between October 13, 1995
     and January 1, 1999.  There is also a special  rule for  pre-June  21, 1986
     Policies.  Policyowners  should consult a competent tax advisor  concerning
     the tax implications of these changes for their Policies.

     The right to exchange  the Policy for a flexible  premium  adjustable  life
     insurance  policy (See  Exchange  Privilege,  page 20), the right to change
     owners (See General  Provisions,  page 25), and the  provision  for Partial
     Withdrawals (See Surrenders,  page 19) 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.

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32    LLVL     
<PAGE>
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THIRD PARTY SERVICES
   
ALIC is aware that  certain  third  parties  are  offering  investment  advisory
services in connection  with the contracts.  ALIC does not engage any such third
parties to offer such  services  of any type as part of the  contract.  Firms or
persons offering such services do so independently from any agency  relationship
they may have with ALIC for the sale of contracts.  ALIC takes no responsibility
for the investment  allocations and transfers  transacted on a contract  owner's
behalf by such third parties or any investment  allocation  recommendations made
by such  parties.  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.

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, & CHIEF EXECUTIVE OFFICER*
Director,  Chairman of the Board, President,  Chief Executive Officer:  Ameritas
Variable Life Insurance Company; 
- --------------------------------------------------------------------------------
                                                                     LLVL     33
<PAGE>
- --------------------------------------------------------------------------------
also serves as officer and/or director of other subsidiaries and/or affiliates 
of Ameritas Life Insurance Corp.

KENNETH C. LOUIS, DIRECTOR, PRESIDENT AND CHIEF OPERATING OFFICER*
Director,  Executive Vice President:  Ameritas Variable Life Insurance  Company;
also serves as officer and/or director of other subsidiaries  and/or  affiliates
of Ameritas Life Insurance Corp.

NORMAN M. KRIVOSHA, EXECUTIVE VICE PRESIDENT, SECRETARY AND CORPORATE GENERAL 
COUNSEL*
Secretary and General Counsel:  Ameritas Variable Life Insurance  Company;  also
serves as officer and/or  director of other  subsidiaries  and/or  affiliates of
Ameritas Life Insurance Corp.

JON C. HEADRICK, EXECUTIVE VICE PRESIDENT-INVESTMENTS AND TREASURER*
Treasurer:  Ameritas  Variable Life  Insurance  Company;  also serves as officer
and/or  director  of other  subsidiaries  and/or  affiliates  of  Ameritas  Life
Insurance Corp.

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

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

ROBERT C. BARTH, SECOND VICE PRESIDENT AND ASSISTANT CONTROLLER*

ROXANN BRENNFOERDER, VICE PRESIDENT-PENSIONS*

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

ROBERT W. BUSH, EXECUTIVE VICE PRESIDENT-INDIVIDUAL INSURANCE*
Director, Senior Vice President Variable Operations and Administration: Ameritas
Variable Life Insurance  Company;also serves as officer and/or director of other
subsidiaries  and/or  affiliates of Ameritas Life Insurance  Corp.;  Senior Vice
President,  CUNA Mutual Insurance Group;  also served as officer and/or director
of other subsidiaries and/or affiliates of CUNA.

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34      LLVL     
<PAGE>
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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

WILLIAM R. GIOVANNI, SENIOR VICE PRESIDENT AND CHIEF EXECUTIVE OFFICER-AIC*
Also serves as officer and director of an affiliate of Ameritas  Life  Insurance
Corp.; President: FirsTier Securities

JAMES R. HAIRE, VICE PRESIDENT-CORPORATE ACTUARY*
Vice  President and Actuary:  Ameritas  Variable Life  Insurance  Company;  also
serves as officer and/or  director of other  subsidiaries  and/or  affiliates of
Ameritas Life Insurance Corp.

THOMAS D. HIGLEY, VICE PRESIDENT - INDIVIDUAL FINANCIAL OPERATIONS AND ACTUARY*
Also  serves  as an officer of a subsidiary of Ameritas Life Insurance Corp.

LESLIE D. INMAN, VICE PRESIDENT - GROUP  MARKETING AND PLANNING*
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, VICE PRESIDENT - INFORMATION SERVICES*

MARTY L. JOHNSON, SECOND VICE PRESIDENT - INDIVIDUAL UNDERWRITING*

KENNETH R. JONES, VICE PRESIDENT, CORPORATE COMPLIANCE AND ASSISTANT SECRETARY*
Vice President-Corporate  Compliance and Assistant Secretary:  Ameritas Variable
Life  Insurance  Company,  also  serves  as  officer of other subsidiaries  and/
or affiliates of Ameritas Life Insurance Corp.

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

ROBERT F. KROHN, DIRECTOR**
Vice Chairman and Chief Executive  Officer:  PSI Group,  Inc.  President:  Krohn
Corporation; Chairman of the Board: Commercial Federal Corporation

WILLIAM W. LESTER, VICE PRESIDENT-SECURITIES*
Also serves as an officer of a subsidiary of Ameritas Life Insurance Corp.

WILFRED J. MADDUX, DIRECTOR**
President, Manager: Maddux Cattle Company

- --------------------------------------------------------------------------------
                                                                      LLVL    35
<PAGE>
- --------------------------------------------------------------------------------

JOANN M. MARTIN, SENIOR VICE PRESIDENT - CONTROLLER AND CHIEF FINANCIAL OFFICER*
Controller:  Ameritas Variable Life Insurance Company; also serves as an officer
and/or  director  of other  subsidiaries  and/or  affiliates  of  Ameritas  Life
Insurance Corp.

ANTHONY MAZZARELLI, JR., VICE PRESIDENT - INDIVIDUAL FIELD SALES*

BRUCE R. MCMULLEN, M.D., VICE PRESIDENT AND MEDICAL DIRECTOR*

DAVID C. MOORE, EXECUTIVE VICE PRESIDENT - GROUP AND PENSIONS*
Also serves as officer and/or director of other  subsidiaries  and/or affiliates
of Ameritas Life Insurance Corp.

WILLIAM W. NELSON, VICE PRESIDENT - GROUP CLAIMS AND ADMINISTRATION*
Also serves as an officer of a subsidiary of Ameritas Life Insurance Corp.

DALE NIEBUHR, SECOND VICE PRESIDENT - AUDIT SERVICES*

GARY R. RAYMOND, VICE PRESIDENT - GROUP ACTUARY*

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**
Director:  AMAL  Corporation;  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*
Also serves as officer and director of an affiliate of Ameritas  Life  Insurance
Corp.

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

KENNETH L. VANCLEAVE, VICE PRESIDENT - GROUP  MANAGED CARE AND PARTNERING*
Also serves as officer and director of an affiliate of Ameritas  Life  Insurance
Corp.

WINSTON J. WADE, DIRECTOR**
Vice   President-Network   Infrastructure:   U.S.  West   Communications;   Vice
President-Technical Services: U.S. West Communication, Inc.

JON B. WEINBERG, VICE PRESIDENT-MORTGAGE LOANS AND REAL ESTATE*
Also serves as an officer of a subsidiary of Ameritas Life Insurance Corp.

STEVEN L. WELTON, VICE PRESIDENT-INDIVIDUAL MARKETING*
Assistant  Vice   President-Marketing   Services:   Northwestern  National  Life
Insurance Co.

- --------------------------------------------------------------------------------
36     LLVL
<PAGE>
- --------------------------------------------------------------------------------

*   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, PSI  Group  Inc., 10011 J Street,  Omaha
    Nebraska  68127;   Wilfred Maddux,   Maddux  Cattle  Company,  P.O. Box 217,
    Wauneta, Nebraska 69045; 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, c/o PMI Jockey
    Hollow Professional Park, P.O. Box 311, Mendham, New Jersey 07945-0311.

*** 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.
    

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
   
The consolidated  financial  statements of ALIC as of December 31, 1996 and 1995
and for each of the three  years in the period  ended  December  31, 1996 (which
report  expresses an unqualified  opinion and includes an explanatory  paragraph
referring to a change in method of accounting for securities  effective  January
1, 1994),  and the financial  statements of the Account as of December 31, 1996,
included  in this  Prospectus  have  been  audited  by  Deloitte  & Touche  LLP,
independent  auditors,  as  stated in their  reports appearing  herein,  and are
included in reliance upon the reports 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.

- --------------------------------------------------------------------------------
                                                                     LLVL     37
<PAGE>
- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
38     LLVL     
<PAGE>
- --------------------------------------------------------------------------------
       

- --------------------------------------------------------------------------------
                                                                     LLVL     39

                          Independent Auditors' Report



Board of Directors
Ameritas Life Insurance Corp.
Lincoln, Nebraska

    We have audited the  accompanying  statement of net assets of Ameritas  Life
Insurance Corp.  Separate  Account LLVL as of December 31, 1996, and the related
statement of operations and changes in net assets for the year then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

    We  conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  securities  owned at December 31, 1996. 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 audit provides 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.  Separate
Account  LLVL as of December  31, 1996,  and the results of its  operations  and
changes in its net assets for the year then ended,  in conformity with generally
accepted accounting principles.




/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
February 1, 1997

- --------------------------------------------------------------------------------
40    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                          AMERITAS LIFE INSURANCE CORP.
                              SEPARATE ACCOUNT LLVL
                             STATEMENT OF NET ASSETS
                                December 31, 1996

<S>                                                                                <C>    
ASSETS 

INVESTMENTS AT NET ASSET VALUE:
     Vanguard Variable Insurance Fund:
         Money Market Portfolio -  1,274,985.810 shares at                  
           $1.00 per share (cost $1,274,986)                                        $              1,274,986
         Equity Index Portfolio -  68,977.369 shares at
           $19.55 per share (cost $1,276,121)                                                      1,348,508
         Equity Income -  21,723.303 shares at
           $14.60 per share (cost $295,821)                                                          317,160
         Growth Portfolio -  39,921.198 shares at
           $17.69 per share (cost $683,887)                                                          706,206
         Balanced Portfolio -  26,356.946 shares at
           $15.01 per share (cost $386,976)                                                          395,618
         High-Grade Bond Portfolio - 10,402.808 shares at
           $10.43 per share (cost $107,459)                                                          108,501
         International Portfolio - 45,478.330 shares at                                
           $12.74 per share (cost $566,690)                                                          579,394
     Advisers Management Trust:                                                        
         AMT Balanced Portfolio - 5,554.279 shares at                                                 88,424
           $15.92 per share (cost $85,112)                                             
         AMT Growth Portfolio - 12,586.203 shares at                                                 324,472
           $25.78 per share (cost $303,975)                                            
         AMT Partners Portfolio - 34,240.606 shares at                                               564,285
           $16.48 per share (cost $497,964)                                            
         AMT Limited Maturity Bond Portfolio - 1,843.518 shares at                                    25,902
           $14.05 per share (cost $25,454)
                                                                                      -----------------------
                                                                                       

                NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                      $              5,733,456
                                                                                      =======================

The accompanying notes are an integral part of these financial statements.
</TABLE>
- --------------------------------------------------------------------------------
                                                                    LLVL     41
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                              SEPARATE ACCOUNT LLVL
                        STATEMENT OF NET ASSETS (cont'd.)
                                December 31, 1996





                                          Number of Units             Unit Value
                                        ---------------------   ---------------------
<S>                                     <C>                           <C>                   <C>
Vanguard Variable Insurance Fund:
     Money Market Portfolio              1,219,733.672                  1.045298             $  1,274,986
     Equity Index Portfolio                 68,007.591                 19.828780                1,348,508
     Equity Income Portfolio                21,018.098                 15.089863                  317,160
     Growth Portfolio                       38,200.151                 18.486994                  706,206
     Balanced Portfolio                     24,764.749                 15.975036                  395,618
     High-Grade Bond Portfolio               9,884.731                 10.976654                  108,501
     International Portfolio                44,126.357                 13.130336                  579,394
Advisers Management Trust:
     Balanced Portfolio                      4,754.585                 18.597649                   88,424
     Growth Portfolio                       11,580.323                 28.019282                  324,472
     Partners Portfolio                     33,138.465                 17.028102                  564,285
     Limited Maturity Bond Portfolio         1,699.501                 15.240601                   25,902
                                                                                        -------------------
                                                                                       $        5,733,456
                                                                                        ===================
 
The accompanying notes are an integral part of these financial statements.      

</TABLE>
- --------------------------------------------------------------------------------
42    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                              SEPARATE ACCOUNT LLVL
                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
                      FOR THE YEAR ENDED DECEMBER 31, 1996






<S>                                                                     <C>    
INVESTMENT INCOME                                        
     Dividend distributions received                                     $                 34,810
EXPENSE
     Charges to policyowners for assuming
     mortality and expense risk                                                            14,813
                                                                           -----------------------
          INVESTMENT INCOME - NET                                                          19,997
                                                                           -----------------------

REALIZED AND UNREALIZED GAIN
ON INVESTMENTS - NET
     Capital gain distributions received                                                   73,977
     Unrealized increase                                                                  229,011
                                                                           -----------------------
          NET GAIN ON INVESTMENTS                                                         302,988
                                                                           -----------------------

          NET INCREASE IN NET
          ASSETS RESULTING FROM OPERATIONS                                                322,985

NET INCREASE IN NET ASSETS RESULTING
     FROM PREMIUM PAYMENTS AND OTHER
     OPERATING TRANSFERS                                                                5,410,471
                                                                           -----------------------
          TOTAL INCREASE IN NET ASSETS                                                  5,733,456

NET ASSETS
     Beginning of period                                                                      ---
                                                                           -----------------------
     End of period                                                       $              5,733,456
                                                                           =======================


The accompanying notes are an integral part of these financial statements.
</TABLE>
- --------------------------------------------------------------------------------
                                                                     LLVL     43
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                              SEPARATE ACCOUNT LLVL
                          NOTES TO FINANCIAL STATEMENTS





A.     BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
       ---------------------------------------------------------------------

       Ameritas Life  Insurance  Corp.  Separate  Account LLVL (the Account) was
       established   under  Nebraska  law  on  August  24,  1994  with  business
       commencing  in 1996.  The assets of the Account are held by Ameritas Life
       Insurance Corp. (ALIC) and are segregated from all of ALIC's other assets
       and are used to support variable life products issued by ALIC.

       The Account is registered  under the  Investment  Company Act of 1940, as
       amended,  as a unit  investment  trust.  At December 31, 1996,  there are
       eleven  subaccounts  within the Account.  Seven of the subaccounts invest
       only in a corresponding Portfolio of the Vanguard Variable Insurance Fund
       which is a diversified open-end management  investment company managed by
       The  Vanguard  Group.   Four  of  the   subaccounts   invest  only  in  a
       corresponding Portfolio of the Neuberger&Berman Advisers Management Trust
       which is a diversifed open-end  management  investment company managed by
       Neuberger&Berman Management Incorporated. Both funds are registered under
       the Investment  Company Act of 1940, as amended.  Each Portfolio pays the
       manager a monthly fee for managing its investments and business  affairs.
       The  assets of the  Account  are  carried  at the net asset  value of the
       underlying  Portfolios of the Funds. The value of the policyowners' units
       corresponds to the Account's  investment in the  underlying  subaccounts.
       The availability of investment  portfolio and subaccount options may vary
       between  products.  Share  transactions  and  security  transactions  are
       accounted for on a trade date basis.

       ALIC  currently does not expect to incur any federal income tax liability
       attributable to the Account with respect to the sale of the variable life
       insurance policies.  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.


B.     POLICYHOLDER CHARGES:
       ---------------------
 
       ALIC charges the Account for mortality and expense risks assumed. A daily
       charge is made on the average daily value of the net assets  representing
       equity of policyowners held in each subaccount per each product's current
       policy  provisions.  Additional  charges  are  made at  intervals  and in
       amounts per each product's current policy  provisions.  These charges are
       prorated   against  the  balance  in  each   investment   option  of  the
       policyholder,  including the Fixed Account  option which is not reflected
       in this separate account. The withdrawal of these charges are included as
       other operating transfers.

- --------------------------------------------------------------------------------
44    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                              SEPARATE ACCOUNT LLVL
                          NOTES TO FINANCIAL STATEMENTS



C:   INFORMATION BY FUND:

                                                            Vanguard Variable Insurance Fund
                                           --------------------------------------------------------------
                                              Money          Equity         Equity           Growth
                                            Market (1)      Index (2)     Income (3)           (4)
                                           ------------  --------------  ------------  ------------------
<S>                                     <C>           <C>             <C>           <C>               
 Balance 01-01-96                        $         --- $           --- $         --- $               ---
 Distributed earnings                           32,053          12,616         6,453              22,375
 Mortality risk charge                          (4,536)         (2,639)         (867)             (1,524)
 Unrealized increase/(decrease)                    ---          72,387        21,339              22,319
 Net premium transferred                     1,247,469       1,266,144       290,235             663,036
                                           ------------  --------------  ------------  ------------------
 Balance 12-31-96                        $   1,274,986 $     1,348,508 $     317,160 $           706,206
                                           ============  ==============  ============  ==================

</TABLE>
<TABLE>
<CAPTION>

                                                Vanguard Variable Insurance Fund
                                           ------------------------------------------
                                            Balanced      High Grade     International
                                               (5)         Bond (6)          (7)
                                           ------------  --------------  ------------
<S>                                     <C>           <C>             <C>    
 Balance 01-01-96                        $         --- $           --- $         ---
 Distributed earnings                           17,899           2,757        14,166
 Mortality risk charge                            (964)           (316)       (1,479)
 Unrealized increase/(decrease)                  8,642           1,042        12,704
 Net premium transferred                       370,041         105,018       554,003
                                           ------------  --------------  ------------
 Balance 12-31-96                        $     395,618 $       108,501 $     579,394
                                           ============  ==============  ============

</TABLE>
<TABLE>
<CAPTION>

                                                                       Advisers Management Trust
                                           --------------------------------------------------------------
                                            Balanced        Growth        Partners     Limited Maturity
                                               (8)            (9)           (10)           Bond (11)                  TOTAL
                                           ------------  --------------  ------------  ------------------        ----------------
<S>                                     <C>           <C>             <C>           <C>                       <C>    
 Balance 01-01-96                        $         --- $           --- $         --- $               ---       $             ---
 Distributed earnings                               92             253           115                   8                 108,787
 Mortality risk charge                            (294)           (814)       (1,338)                (42)                (14,813)
 Unrealized increase/(decrease)                  3,312          20,498        66,320                 448                 229,011
 Net premium transferred                        85,314         304,535       499,188              25,488               5,410,471
                                           ------------  --------------  ------------  ------------------        ----------------
 Balance 12-31-96                        $      88,424 $       324,472 $     564,285 $            25,902       $       5,733,456
                                           ============  ==============  ============  ==================        ================



 (1) Commenced business 01/09/96           (7) Commenced business 01/22/96
 (2) Commenced business 01/31/96           (8) Commenced business 01/31/96
 (3) Commenced business 02/06/96           (9) Commenced business 01/22/96
 (4) Commenced business 01/22/96          (10) Commenced business 02/06/96
 (5) Commenced business 02/12/96          (11) Commenced business 01/31/96
 (6) Commenced business 02/12/96
</TABLE>
- --------------------------------------------------------------------------------
                                                                     LLVL     45
<PAGE>
- --------------------------------------------------------------------------------
                          Independent Auditors' Report



Board of Directors
Ameritas Life Insurance Corp.
Lincoln, Nebraska

     We have audited the  accompanying  consolidated  balance sheets of Ameritas
Life Insurance Corp. and  subsidiaries as of December 31, 1996 and 1995, and the
related statements of operations,  policyowners'  contingency reserves, and cash
flows for each of the three years in the period ended  December 31, 1996.  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 consolidated  financial statements present fairly, in
all material  respects,  the financial position of Ameritas Life Insurance Corp.
and  subsidiaries  as of December  31,  1996 and 1995,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

     As discussed in Note 1 to the financial  statements,  effective  January 1,
1994, the Company changed its method of accounting for securities.



/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
February 1, 1997

- --------------------------------------------------------------------------------
46    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         AMERITAS LIFE INSURANCE CORP.
                         -----------------------------
                           CONSOLIDATED BALANCE SHEETS
                           --------------------------- 
                                 (in thousands)
                        
                                                                                                        DECEMBER 31,
                                                                                           -----------------------------------
                                     ASSETS                                                      1996               1995
                                                                                           ----------------   ----------------
<S>                                                                                     <C>                <C> 
Investments:
     Fixed maturity securities held to maturity (fair value $798,991 - 1996,             $         775,875  $         724,851
       $777,068 - 1995)
     Fixed maturity securities available for sale (amortized cost $408,467 -
       1996, $406,955 - 1995)                                                                      415,705            428,387
     Equity securities available for sale (cost $43,079 - 1996, $30,580 - 1995)                     75,215             60,761
     Mortgage loans on real estate                                                                 226,776            205,131
     Real estate, less accumulated depreciation ($11,589 - 1996, $10,198 -                          33,636             34,599
       1995)
     Other investments                                                                              45,499             45,331
     Short-term investments                                                                          2,337             12,917
                                                                                           ----------------   ----------------
                                                                                                 1,575,043          1,511,977
     Loans on insurance policies                                                                    68,017             69,268
                                                                                           ----------------   ----------------
                      Total investments                                                          1,643,060          1,581,245
Cash and cash equivalents                                                                           77,142             81,764
Accrued investment income                                                                           25,176             24,105
Deferred policy acquisition costs                                                                  146,405            130,420
Other current accounts receivable                                                                    2,772              3,260
Property and equipment, less accumulated depreciation ($29,910  - 1996,
     $28,287 - 1995)                                                                                17,532             16,300
Other assets                                                                                        10,681              8,952
Separate Accounts                                                                                1,037,359            733,156
                                                                                           ----------------   ----------------
                                                                                         $       2,960,127  $       2,579,202
                                                                                           ================   ================

               LIABILITIES AND POLICYOWNERS' CONTINGENCY RESERVES

Policy and contract reserves                                                             $         367,614  $         365,348
Policy and contract claims                                                                          21,420             18,882
Accumulated contract values                                                                      1,007,734            989,426
Unearned policy charges                                                                             13,492             15,633
Unearned reinsurance ceded allowance                                                                 1,252                879
Federal income taxes--
     Current                                                                                         9,351              7,625
     Deferred                                                                                       36,083             41,717
Dividends payable                                                                                   10,317             10,428
Other                                                                                               35,532             27,650
Separate Accounts                                                                                1,037,359            733,156
                                                                                           ----------------   ----------------
                                                                                                 2,540,154          2,210,744
                                                                                           ----------------   ----------------

Commitments and contingencies

Minority interest in subsidiary                                                                     20,809                  -

Policyowners' contingency reserves                                                                 373,923            336,798
Net unrealized investment gain                                                                      25,241             31,660
                                                                                           ----------------   ----------------
                                                                                                   399,164            368,458
                                                                                           ----------------   ----------------
                                                                                         $       2,960,127  $       2,579,202
                                                                                           ================   ================

The accompanying notes to consolidated financial statements are an integral part
of these statements.
</TABLE>

- --------------------------------------------------------------------------------
                                                                     LLVL     47
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         AMERITAS LIFE INSURANCE CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)

                                                                                                     DECEMBER 31,
                                                                     ------------------------------------------------------
                                                                          1996               1995               1994
                                                                     ---------------    ----------------   ----------------
<S>                                                               <C>                <C>                <C>
INCOME:
Insurance revenues:
     Premiums:
       Life insurance                                              $         26,855   $          30,857  $          27,900
       Accident and health insurance                                        163,557             163,659            158,855
     Contract charges                                                        49,667              38,629             34,220
     Reinsurance, net                                                        (6,205)             (5,559)            (3,829)
     Reinsurance ceded allowance                                              1,746               1,446              1,283
Investment revenues:
     Investment income, net                                                 126,862             124,549            119,687
     Realized gains, net                                                     13,103               4,471              3,877
Other                                                                         8,961               6,936              4,975
                                                                     ---------------    ----------------   ----------------
                                                                            384,546             364,988            346,968
                                                                     ---------------    ----------------   ----------------
BENEFITS AND EXPENSES:
Policy benefits:
     Death benefits                                                          18,402              17,072             16,536
     Surrender benefits                                                      10,708               9,401             10,999
     Accident and health benefits                                           112,005             112,935            113,988
     Interest credited                                                       65,494              64,598             65,547
     Increase (decrease) in policy and contract reserves                     (5,060)                959             (1,815)
     Other                                                                   12,849              13,265             13,050
Sales and operating expenses                                                 77,086              70,414             67,345
Amortization of deferred policy acquisition costs                            16,790               9,405             11,755
                                                                     ---------------    ----------------   ----------------
                                                                            308,274             298,049            297,405
                                                                     ---------------    ----------------   ----------------
INCOME BEFORE DIVIDENDS, FEDERAL INCOME TAXES AND MINORITY
     INTEREST IN EARNINGS OF SUBSIDIARY                                      76,272              66,939             49,563

Dividends appropriated for policyowners                                      10,367              10,543             10,215
                                                                     ---------------    ----------------   ----------------

INCOME BEFORE FEDERAL INCOME TAXES AND MINORITY INTEREST IN
     EARNINGS OF SUBSIDIARY                                                  65,905              56,396             39,348

Income taxes - current                                                       29,081              16,954             21,497
Income taxes - deferred                                                      (1,560)                694              1,668
                                                                     ---------------    ----------------   ----------------
     Total federal income taxes                                              27,521              17,648             23,165
                                                                     ---------------    ----------------   ----------------

INCOME BEFORE MINORITY INTEREST IN EARNINGS OF SUBSIDIARY                    38,384              38,748             16,183

Minority interest in earnings of subsidiary                                  (1,259)                  -                  -
                                                                     ---------------    ----------------   ----------------

NET INCOME                                                         $         37,125   $          38,748  $          16,183
                                                                     ===============    ================   ================







The accompanying notes to consolidated financial statements are an integral part
of these statements.
</TABLE>
- --------------------------------------------------------------------------------
48     LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         AMERITAS LIFE INSURANCE CORP.
          CONSOLIDATED STATEMENTS OF POLICYOWNERS' CONTINGENCY RESERVES
                                 (IN THOUSANDS)



                                                                                                              TOTAL
                                                            POLICYOWNERS'          NET UNREALIZED          POLICYOWNERS'
                                                             CONTINGENCY             INVESTMENT             CONTINGENCY
                                                               RESERVES             GAIN/(LOSS)              RESERVES
                                                          -------------------    -------------------   --------------------
<S>                                                   <C>                    <C>                   <C>   
BALANCE, January 1, 1994                               $             281,867  $              15,180 $              297,047

Cumulative effect of adoption of SFAS No. 115                              -                 10,831                 10,831

Net unrealized investment losses, net                                      -                (25,034)               (25,034)

Net income                                                            16,183                      -                 16,183
                                                          -------------------    -------------------   --------------------

BALANCE, December 31, 1994                                           298,050                    977                299,027

Net unrealized investment gains, net                                       -                 30,683                 30,683

Net income                                                            38,748                      -                 38,748
                                                          -------------------    -------------------   --------------------

BALANCE, December 31, 1995                                           336,798                 31,660                368,458

Net unrealized investment losses, net                                      -                 (6,446)                (6,446)

Minority interest in net unrealized investment
  losses, net                                                                                    27                     27

Net income                                                            37,125                      -                 37,125
                                                          -------------------    -------------------   --------------------

BALANCE, December 31, 1996                             $             373,923  $              25,241 $              399,164
                                                          ===================    ===================   ====================








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

</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL    49
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                         AMERITAS LIFE INSURANCE CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)


                                                                                                       DECEMBER 31,
                                                                                        -------------------------------------------
                                                                                            1996           1995            1994
                                                                                        ------------   -------------   ------------
<S>                                                                                 <C>            <C>             <C>    
OPERATING ACTIVITIES
Net Income                                                                           $       37,124 $        38,748 $       16,183
Adjustments to reconcile net income to net cash
  from operating activities:
                 Depreciation and amortization                                                4,232           4,346          3,670
                 Amortization of deferred policy acquisition costs                           16,790           9,405         11,755
                 Policy acquisition costs deferred                                          (30,611)        (20,954)       (22,852)
                 Interest credited to contract values                                        65,494          64,598         65,547
                 Amortization of discounts or premiums                                       (1,513)         (1,630)        (2,522)
                 Net realized gains on investment transactions                              (13,103)         (4,471)        (3,877)
                 Deferred income taxes                                                       (1,560)            694          1,668
                 Minority interest in earnings of subs                                        1,259               -              -
                 Other                                                                            -               4            (63)
                 Change in assets and liabilities:
                   Accrued investment income                                                 (1,071)          1,088         (1,020)
                   Other current accounts receivable                                            488          (1,493)           566
                   Other assets                                                              (1,860)            (94)        (1,068)
                   Policy and contract reserves                                               2,266           1,001         (1,652)
                   Policy and contract claims                                                 2,538            (506)          (173)
                   Unearned policy charges                                                   (2,141)           (657)        (1,563)
                   Unearned reinsurance ceded allowance                                         373             103            121
                   Federal income taxes payable - current                                     1,300          (1,698)         2,989
                   Dividends payable                                                           (111)            100           (620)
                   Other liabilities                                                          5,445            (911)        (1,085)
                                                                                        ------------   -------------   ------------
Net cash from operating activities                                                           85,339          87,673         66,004
                                                                                        ------------   -------------   ------------

INVESTING ACTIVITIES
Purchase of investments:
                 Fixed maturity securities held to maturity                                (122,182)       (105,019)      (148,413)
                 Fixed maturity securities available for sale                               (40,572)        (40,468)       (54,762)
                 Equity securities                                                          (19,925)        (13,017)       (14,055)
                 Mortgage loans                                                             (57,248)        (28,841)       (37,135)
                 Real estate                                                                   (642)           (589)        (8,543)
                 Short-term investments                                                      (5,844)        (14,884)        (4,789)
                 Other investments                                                          (23,073)        (12,569)       (12,281)
Proceeds from sale of investments:
                 Fixed maturity securities available for sale                                 4,774           2,919              -
                 Equity securities - unaffiliated                                            18,676          13,167         13,488
                 Equity securites - affiliated                                                  190               -              -
                 Real estate                                                                    951             737            500
                 Other investments                                                            7,949           7,828          4,942







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

</TABLE>
- --------------------------------------------------------------------------------
50    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         AMERITAS LIFE INSURANCE CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)
                                                                                                        December 31,
                                                                                     ----------------------------------------------
                                                                                          1996            1995             1994    
                                                                                     --------------   -------------  --------------
<S>                                                                                 <C>            <C>             <C>    
INVESTING ACTIVITIES (CONTINUED)
Proceeds from maturities or repayment of investments:
                 Fixed maturity securities held to maturity                          $       71,317 $       102,794 $      111,649
                 Fixed maturity securities available for sale                                36,519          15,868         17,541
                 Mortgage loans                                                              34,594          25,120         28,863
                 Real estate                                                                      -             219            209
                 Other investments                                                           15,106           4,955          4,806
                 Short-term investments                                                      16,571           4,022          5,834
Distributions from limited partnerships                                                           -               -             11
Purchase of furniture and equipment                                                          (3,711)         (1,803)        (2,053)
Proceeds from sale of furniture and equipment                                                    78              99            528
Net change in loans on insurance policies                                                     1,252             310          2,516
                                                                                        ------------   -------------   ------------
Net cash from investing activities                                                          (65,220)        (39,152)       (91,144)
                                                                                        ------------   -------------   ------------

FINANCING ACTIVITIES
Contribution for minority interest in subsidiary                                             22,445               -              -
Net change in accumulated contract values                                                   (47,186)        (17,286)       (48,285)
                                                                                        ------------   -------------   ------------
Net cash from financing activities                                                          (24,741)        (17,286)       (48,285)
                                                                                        ------------   -------------   ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                             (4,622)         31,235        (73,425)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                             81,764          50,529        123,954

                                                                                        ============   =============   ============
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                           $       77,142 $        81,764 $       50,529
                                                                                        ============   =============   ============

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes                                                           $       27,748 $        18,652 $       19,250







The accompanying notes to consolidated financial statements are an integral part
of these financial statements.
</TABLE>
- --------------------------------------------------------------------------------
                                                                     LLVL     51
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)

1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    --------------------------------------------------------------------

NATURE OF OPERATIONS
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.  The Company  operates in the United States and,
including  its  subsidiaries,  is authorized to do business in all 50 states and
the District of Columbia.  Wholly-owned  insurance  subsidiaries  include  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.  The  Company  is also a 66%  owner  of AMAL  Corp.
(incorporated  March  8,  1996),  which  owns  100% of  Ameritas  Variable  Life
Insurance  Company and Ameritas  Investment  Corp.  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);  Ameritas  Investment
Advisors,  Inc.  (an advisor  providing  investment  management  services to the
Company and other insurance  companies);  and Ameritas Managed Dental Plan, Inc.
(a prepaid dental organization).

PRINCIPLES OF CONSOLIDATION
The  consolidated  financial  statements  include the accounts of Ameritas  Life
Insurance Corp.  (Ameritas or the Company) and its majority owned  subsidiaries.
References  to the  Company  relate  to  Ameritas  and all  subsidiaries.  These
consolidated   financial   statements   exclude  the  effects  of  all  material
intercompany transactions.

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 accounting and reporting practices followed are:

INVESTMENTS
The Company  classifies its securities into categories  based upon the Company's
intent  relative  to the  eventual  disposition  of the  securities.  The  first
category, held to maturity securities, is comprised of fixed maturity securities
which the Company has the positive intent and ability to hold to maturity. These
securities  are carried at amortized  cost. The second  category,  available for
sale  securities,  may be sold to address the  liquidity  and other needs of the
Company.  Securities  classified as available for sale are carried at fair value
on the balance sheet with  unrealized  gains and losses excluded from income and
reported as a separate  component of policyowners'  contingency  reserves net of
related deferred  acquisition costs and income tax effects.  The third category,
trading  securities,  is for debt and equity securities acquired for the purpose
of selling  them in the near term.  The  Company has not  classified  any of its
securities as trading securities.

The cumulative impact of adopting  Statement of Financial  Accounting  Standards
(SFAS)  No.  115  "Accounting  for  Certain   Investments  in  Debt  and  Equity
Securities" and designating certain securities as available for sale resulted in
an increase to policyowners'  contingency reserves at January 1, 1994 of $10,831
(comprised  of an  increase  in the  carrying  value of  securities  of $24,592,
reduced by $7,929 of  related  adjustments  to  deferred  acquisition  costs and
$5,832 in deferred income taxes).

Equity securities  (common stock and nonredeemable  preferred stocks) are valued
at fair value.

- --------------------------------------------------------------------------------
52     LLVL
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)


1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    --------------------------------------------------------------------
    (CONTINUED)
    -----------

Mortgage  loans on real estate are carried at  amortized  cost less an allowance
for estimated  uncollectible amounts. SFAS No. 114, "Accounting by Creditors for
Impairment  of a Loan,"  which  was  amended  by SFAS No.  118,  "Accounting  by
Creditors for Impairment of a Loan-Income Recognition and Disclosures," requires
that an impaired loan be measured at the present  value of expected  future cash
flows, or  alternatively,  the observable  market price or the fair value of the
collateral.  The Company  adopted these standards as of January 1, 1995, with no
material impact on its financial position or results of operations.

Investment  real  estate  owned  directly by the Company is carried at cost less
accumulated  depreciation  and  allowances  for  estimated  losses.  Real estate
acquired through foreclosure is carried at the lower of cost or fair value minus
estimated costs to sell.

Other investments  includes  investments in real estate joint ventures accounted
for using the equity method.

Short-term  investments are carried at amortized cost, which  approximates  fair
value.

Realized  investment  gains and losses on sales of securities  are determined on
the specific  identification  method.  Write-offs of investments that decline in
value  below  cost  on  other  than a  temporary  basis  and the  change  in the
allowances  for mortgage  loans and wholly  owned real estate are included  with
realized  investment  gains  and  losses  in  the  consolidated   statements  of
operations.

The Company records  write-offs or allowances for its  investments  based upon a
evaluation of specific problem investments.  The Company reviews, on a continual
basis,  all invested assets to identify  investments  where the Company may have
credit concerns.  Investments with credit concerns include those the Company has
identified as experiencing a deterioration in financial condition.

CASH EQUIVALENTS
The Company considers all highly liquid debt securities purchased with remaining
maturity of less than three months to be cash equivalents.

PROPERTY AND EQUIPMENT
Property and equipment are carried at cost less  accumulated  depreciation.  The
Company provides for depreciation of property and equipment using  straight-line
and accelerated methods over the estimated useful lives of the assets.

SEPARATE ACCOUNTS
The Company  operates  separate  accounts on which the earnings or losses accrue
exclusively  to  contractholders.   The  assets  (principally  investments)  and
liabilities of each account are clearly  identifiable and  distinguishable  from
other  assets and  liabilities  of the  Company.  The  separate  accounts are an
investment  option for pension,  variable  life, and variable  annuity  products
which the Company markets. Amounts are reported at fair value.

PREMIUM REVENUE AND BENEFITS TO POLICYOWNERS
RECOGNITION  OF  PARTICIPATING  AND  TERM LIFE, ACCIDENT  AND HEALTH AND ANNUITY
PREMIUM REVENUE AND BENEFITS TO POLICYOWNERS
Participating  life  insurance  products  include those  products with fixed and
guaranteed  premiums  and benefits on which  dividends  are paid by the Company.
Premiums on participating and term life products and certain annuities with life
contingencies  (immediate annuities) are recognized as premium revenue when due.
Accident and health  insurance  premiums are recognized as premium  revenue over
the time  period  to which  the  premiums  relate.  Benefits  and  expenses  are
associated  with earned  premiums so as to result in recognition of profits over
the premium paying period of the contracts.  This association is accomplished by
means of the  provision  for  liabilities  for future  policy  benefits  and the
amortization of deferred policy acquisition costs.

- --------------------------------------------------------------------------------
                                                                     LLVL     53
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                   (continued)


1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
    --------------------------------------------------------------------
    (CONTINUED)
    -----------

RECOGNITION  OF  UNIVERSAL  LIFE-TYPE   CONTRACTS   REVENUE   AND   BENEFITS TO 
POLICYOWNERS
Universal  life-type  policies are  insurance  contracts with terms that are not
fixed and guaranteed. The terms that may be changed could include one or more of
the amounts  assessed  the  policyowner,  premiums  paid by the  policyowner  or
interest accrued to policyowners balances. Amounts received as payments for such
contracts are reflected as deposits and are not reported as premium revenues.

Revenues for universal  life-type  policies  consist of charges assessed against
policy account values for deferred policy loading,  mortality risk expense,  the
cost of insurance and policy administration. Policy benefits and claims that are
charged to expense  include  interest  credited to contracts and benefit  claims
incurred in the period in excess of related policy account balances.

RECOGNITION OF INVESTMENT CONTRACT REVENUE AND BENEFITS TO POLICYOWNERS
Contracts  that do not  subject the Company to risks  arising  from  policyowner
mortality  or  morbidity  are  referred  to  as  investment  contracts.  Deposit
administration  plans and certain deferred  annuities are considered  investment
contracts.  Amounts  received as payments for such  contracts  are  reflected as
deposits and are not reported as premium revenues.

Revenues  for  investment  products  consist  of  investment  income  and policy
administration  charges.  Contract  benefits that are charged to expense include
benefit claims  incurred in the period in excess of related  contract  balances,
and interest credited to contract balances.

POLICY ACQUISITION COSTS
Those costs of acquiring new business,  which vary with and are directly related
to the  production of new  business,  have been deferred to the extent that such
costs  are  deemed   recoverable  from  future  premiums.   Such  costs  include
commissions,  certain  costs of policy  issuance and  underwriting,  and certain
agency expenses.

Costs  deferred  related to term life  insurance are amortized  over the premium
paying  period of the related  policies,  in  proportion  to the ratio of annual
premium revenues to total anticipated premium revenues. Such anticipated premium
revenues are estimated using the same assumptions used for computing liabilities
for future policy benefits.

Costs deferred related to participating  life,  universal life-type policies and
investment-type  contracts  are  amortized  generally  over  the  lives  of  the
policies,  in relation to the present  value of  estimated  gross  profits  from
mortality,  investment  and expense  margins.  The  estimated  gross profits are
reviewed periodically based on actual experience and changes in assumptions.

A roll-forward of the amounts  reflected in the  consolidated  balance sheets as
deferred acquisition costs is as follows:

<TABLE>
<CAPTION>
                                                                                                December 31
                                                                       ---------------------------------------------------------- 
                                                                              1996                 1995                1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                  <C>                  <C>    
Beginning balance                                                     $            130,420 $            126,619 $        110,316
Acquisition costs deferred                                                          30,611               20,954           22,852
Amortization of deferred policy acquisition costs                                 (16,790)              (9,405)         (11,755)

Adjustment for unrealized investment (gain)/loss                                     2,164              (7,748)            5,206
- ---------------------------------------------------------------------------------------------------------------------------------
Ending balance                                                        $            146,405 $            130,420 $        126,619
- ---------------------------------------------------------------------------------------------------------------------------------- 
</TABLE>

To the extent that  unrealized  gains or losses on available for sale securities
would result in an adjustment  of deferred  policy  acquisition  costs had those
gains or losses actually been realized,  the related unamortized deferred policy
acquisition  costs are recorded as an  adjustment of the  unrealized  investment
gains or losses included in policyowners' contingency reserves.

- --------------------------------------------------------------------------------
54     LLVL
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                   (continued)

1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
    --------------------------------------------------------------------
   (CONTINUED)
   -----------
 
FUTURE POLICY AND CONTRACT BENEFITS
Liabilities for future policy benefits for participating and term life contracts
and additional  coverages  offered under policy riders are calculated  using the
net level premium  method and  assumptions as to investment  yields,  mortality,
withdrawals  and  dividends.  The  assumptions  are based on projections of past
experience and include  provisions  for possible  unfavorable  deviation.  These
assumptions are made at the time the contract is issued.  These  liabilities are
shown as policy and contract reserves.

Liabilities for future policy and contract  benefits on universal  life-type and
investment-type contracts are based on the policy account balance, and are shown
as accumulated contract values.

The liabilities for future policy and contract  benefits for group disabled life
reserves  and  long-term  disability  reserves  are  based  upon  interest  rate
assumptions and morbidity and termination rates from published tables,  modified
for Company experience.

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,  with  the  exception  of  AMAL  and  its  subsidiaries,  files  a
consolidated  life/non-life  tax return.  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  provision  for income  taxes  includes
amounts   currently  payable  and  deferred  income  taxes  resulting  from  the
cumulative  differences in assets and liabilities determined on a tax return and
financial statement basis at the current enacted tax rates.

RECLASSIFICATIONS
Certain  items on the prior year  financial  statements  have been  restated  to
conform to current year presentation.

2.  INVESTMENTS
- ---------------

Investment income summarized by type of investment was as follows:
<TABLE>
<CAPTION>
                                                                                             Years Ended December 31
                                                                               -----------------------------------------------------

                                                                                     1996             1995              1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>             <C>  
Fixed maturity securities                                                    $          89,405  $        89,097 $         87,187
Equity securities                                                                        1,571            1,508            1,554
Mortgage loans on real estate                                                           19,376           17,948           18,327
Real estate                                                                              9,699            9,644            8,177
Policy loans                                                                             4,265            4,290            4,315
Other invested assets                                                                    8,424            6,826            5,220
Short-term investments and cash and cash equivalents                                     5,217            5,163            3,887
- ------------------------------------------------------------------------------------------------------------------------------------
   Gross investment income                                                             137,957          134,476          128,667
Investment expenses                                                                     11,095            9,927            8,980
- ------------------------------------------------------------------------------------------------------------------------------------
   Net investment income                                                     $         126,862  $       124,549 $        119,687
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
                                                                     LLVL     55
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                   (continued)

2.  INVESTMENTS (CONTINUED)
- --------------------------

Net pretax realized investment gains (losses) were as follows:
<TABLE>
<CAPTION>

                                                                                             Years Ended December 31
                                                                               -----------------------------------------------------

                                                                                     1996             1995              1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>             <C>
Net gains (losses) on disposals, including calls, of investments
   Fixed maturity securities                                                 $           1,039  $         3,119 $          1,519
   Equity securities                                                                    11,439            1,131            2,920
   Mortgage loans                                                                           66              138            (361)
   Real estate                                                                             136              224            (103)
   Other                                                                                   503             (91)             (98)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                        13,183            4,521            3,877
- ------------------------------------------------------------------------------------------------------------------------------------
Provisions for losses on investments
   Mortgage loans                                                                         (80)             (50)               --
- ------------------------------------------------------------------------------------------------------------------------------------
Net pretax realized investment gains                                         $          13,103  $         4,471 $          3,877
- ------------------------------------------------------------------------------------------------------------------------------------

Proceeds from sales of securities  and gross gains and losses  realized on those
sales were as follows:


                                                                                        Year Ended December 31, 1996
                                                                             -------------------------------------------------------
                                                                                    Proceeds          Gains            Losses
- ------------------------------------------------------------------------------------------------------------------------------------
Fixed maturity securities                                                    $           4,774  $            30 $            247
Equity securities                                                                       18,676           11,796              357
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                             $          23,450  $        11,826 $            604
- ------------------------------------------------------------------------------------------------------------------------------------



                                                                                        Year Ended December 31, 1995
                                                                             -------------------------------------------------------
                                                                                    Proceeds          Gains            Losses
                                                                             -------------------------------------------------------
Fixed maturity securities                                                    $           2,919  $            -- $             66
Equity securities                                                                       13,167            2,601            1,470
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                             $          16,086  $         2,601 $          1,536
- ------------------------------------------------------------------------------------------------------------------------------------



                                                                                        Year Ended December 31, 1994
                                                                             -------------------------------------------------------
                                                                                       Proceeds          Gains            Losses
- ------------------------------------------------------------------------------------------------------------------------------------
Equity securities                                                            $          13,488  $         3,588 $            668



There were no sales of fixed maturity securities during 1994.

</TABLE>
- --------------------------------------------------------------------------------
56     LLVL
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                   (continued)

 2.  INVESTMENTS (CONTINUED)
- ----------------------------

The  amortized  cost and fair  value of  investments  in  securities  by type of
investment were as follows:
<TABLE>
<CAPTION>


                                                                                      December 31, 1996
                                                             -----------------------------------------------------------------------
                                                                 Amortized             Gross Unrealized               Fair
                                                                                ---------------------------     
                                                                    Cost             Gains          Losses            Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                <C>              <C>            <C>    
Fixed maturity securities held to maturity
   U. S. Corporate                                           $          457,030 $         17,953 $       3,001  $         471,982
   Mortgage-backed                                                      165,847            5,087           847            170,087
   U.S. Treasury securities and obligations of
      U.S. government agencies                                           84,418            3,611           249             87,780

   Foreign                                                               68,580            1,380           818             69,142
- ------------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturity securities held to maturity                  775,875           28,031         4,915            798,991
- ------------------------------------------------------------------------------------------------------------------------------------
Fixed maturity securities available for sale
   U.S. Corporate                                                       241,022            7,944         2,780            246,186
   Mortgage-backed                                                       77,964              969           875             78,058
   U.S. Treasury securities and obligations of
      U.S. government agencies                                           70,627            2,765         1,023             72,369
   Foreign                                                               18,854              410           172             19,092
- ------------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturity securities available for sale                408,467           12,088         4,850            415,705
- ------------------------------------------------------------------------------------------------------------------------------------
   Equity securities                                                     43,079           33,236         1,100             75,215
   Short-term investment                                                  2,337               --            --              2,337
- ------------------------------------------------------------------------------------------------------------------------------------
      Total available for sale securities                               453,883           45,324         5,950            493,257
- ------------------------------------------------------------------------------------------------------------------------------------
         Total                                               $        1,229,758 $         73,355 $      10,865  $       1,292,248
- ------------------------------------------------------------------------------------------------------------------------------------

The  December  31,  1996  balance  of  policyowners'  contingency  reserves  was
decreased  by $6,446  (comprised  of a  decrease  in the  carrying  value of the
securities of $12,246,  increased by $2,164 of related  adjustments  to deferred
acquisition  costs and $3,636 in deferred  income taxes) to reflect the net 1996
unrealized  gain on  securities  classified  as  available  for sale  previously
carried at amortized cost.
</TABLE>

- --------------------------------------------------------------------------------
57     LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                   (continued)
2.  INVESTMENTS (CONTINUED)
- ---------------------------
                                                                                      December 31, 1995
                                                          --------------------------------------------------------------------------
                                                                Amortized             Gross Unrealized               Fair
                                                                                -----------------------------
                                                                    Cost             Gains          Losses            Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                <C>              <C>            <C>   
Fixed maturity securities held to maturity
   U. S. Corporate                                           $          406,202 $         32,621 $         290  $         438,533
   Mortgage-backed                                                      175,512            9,088            23            184,577
   U.S. Treasury securities and obligations of
      U.S. government agencies                                           90,753            7,834            --             98,587

   Foreign                                                               52,384            3,022            35             55,371
- ------------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturity securities held to maturity                  724,851           52,565           348            777,068
- ------------------------------------------------------------------------------------------------------------------------------------
Fixed maturity securities available for sale
   U.S. Corporate                                                       235,243           15,323         1,446            249,120
   Mortgage-backed                                                       72,158            1,946           212             73,892
   U.S. Treasury securities and obligations of
      U.S. government agencies                                           77,704            4,798           100             82,402
   Foreign                                                               21,850            1,123            --             22,973
- ------------------------------------------------------------------------------------------------------------------------------------
      Total fixed maturity securities available for sale                406,955           23,190         1,758            428,387
- ------------------------------------------------------------------------------------------------------------------------------------
   Equity securities                                                     30,580           30,633           452             60,761
   Short-term investment                                                 12,917               --            --             12,917
- ------------------------------------------------------------------------------------------------------------------------------------
      Total available for sale securities                               450,452           53,823         2,210            502,065
- ------------------------------------------------------------------------------------------------------------------------------------
         Total                                               $        1,175,303 $        106,388 $       2,558         $1,279,133
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  December  31,  1995  balance  of  policyowners'  contingency  reserves  was
increased  by $30,683  (comprised  of an increase in the  carrying  value of the
securities  of  $55,283,  reduced by $7,750 of related  adjustments  to deferred
acquisition  costs and $16,850 in deferred income taxes) to reflect the net 1995
unrealized  gain on  securities  classified  as  available  for sale  previously
carried at amortized cost.

The amortized  cost and fair value of fixed  maturity  securities by contractual
maturity at December 31, 1996 are shown below.  Expected  maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>


                                                 Available for Sale              Held to Maturity                     Total
                                          ------------------------------------------------------------------------------------------
                                             Amortized          Fair         Amortized         Fair          Amortized       Fair
                                               Cost            Value           Cost           Value            Cost          Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>           <C>            <C>             <C>              <C>    
Due in one year or less                     $   16,002   $     16,203  $      17,077  $       17,297  $        33,079  $    33,500
Due after one year through five years          109,115        111,763         77,972          80,454          187,087      192,217
Due after five years through ten years         168,694        169,702        356,025         365,229          524,719      534,931
Due after ten years                             36,692         39,979        158,954         165,924          195,646      205,903
Mortgage-backed securities                      77,964         78,058        165,847         170,087          243,811      248,145
- ------------------------------------------------------------------------------------------------------------------------------------
   Total                                    $  408,467   $    415,705  $     775,875  $      798,991  $     1,184,342  $ 1,214,696
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
58     LLVL
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                   (continued)

2. INVESTMENTS (CONTINUED)
- --------------------------

Invested  assets which were nonincome  producing (no income  received for the 12
months preceding the balance sheet date) were as follows:
<TABLE>
<CAPTION>


                                                                                                        December 31
                                                                                             ---------------------------------  
                                                                                                   1996             1995
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                <C> 
Mortgage loans on real estate                                                               $               -- $         1,000
Real estate                                                                                                791             791
- ------------------------------------------------------------------------------------------------------------------------------
   Total                                                                                    $              791 $         1,791
- ------------------------------------------------------------------------------------------  ------------------ ---------------
</TABLE>

Allowances for losses on investments are reflected in the  consolidated  balance
sheets as a reduction of the related assets and were as follows:

<TABLE>
<CAPTION>

                                                                                                 December 31
                                                                            ----------------------------------------------------- 
                                                                                   1996              1995             1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>             <C>    
Mortgage loans on real estate                                                $             680  $           600 $            550
Real estate                                                                                600              600              600
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Changes in the allowance for losses relate entirely to additional provisions for
losses.

3.  INCOME TAXES
- ----------------

The items that give rise to deferred  tax assets and  liabilities  relate to the
following:
<TABLE>
<CAPTION>


                                                                                                   Years Ended December 31
                                                                                            -------------------------------------  
                                                                                                   1996             1995
- --------------------------------------------------------------------------------------------------------------------------------- 
<S>                                                                                        <C>                <C>   
Net unrealized investment gains                                                             $           20,116 $        24,715
Equity in subsidiaries                                                                                   7,905           7,078
Deferred policy acquisition costs                                                                       43,247          38,992
Prepaid expenses                                                                                         2,373           1,701
Other                                                                                                    2,234           2,522
- ---------------------------------------------------------------------------------------------------------------------------------
Gross deferred tax liability                                                                            75,875          75,008
- ---------------------------------------------------------------------------------------------------------------------------------
Future policy and contract benefits                                                                     24,386          15,799
Deferred future revenues                                                                                 6,126           6,997
Policyowner dividends                                                                                    3,610           3,640
Pension and postretirement benefits                                                                      2,643           2,499
Other                                                                                                    3,027           4,356
- ---------------------------------------------------------------------------------------------------------------------------------
Gross deferred tax asset                                                                                39,792          33,291
- ---------------------------------------------------------------------------------------------------------------------------------
   Net deferred tax liability                                                               $           36,083 $        41,717
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
                                                                     LLVL     59
<PAGE>
- --------------------------------------------------------------------------------

                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                   (continued)

3.  INCOME  TAXES (CONTINUED)
- -----------------------------
 
The difference between the U.S. federal income tax rate and the consolidated tax
provision rate is summarized as follows:
<TABLE>
<CAPTION>


                                                                                            Years Ended December 31
                                                                                ------------------------------------------------- 
                                                                                       1996            1995            1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>             <C>            <C>    
Federal statutory tax rate                                                                35.0 %          35.0 %         35.0  %
Equity in subsidiaries                                                                     1.2             1.0            3.6
Surplus tax                                                                                7.1            (5.2)          21.1
Other                                                                                     (1.5)            0.5           (0.8)
- ---------------------------------------------------------------------------------------------------------------------------------
   Effective tax rate                                                                     41.8 %          31.3 %         58.9  %
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The "surplus  tax," IRC Section 809, is an  imputation  of income to mutual life
insurance  companies according to a formula based on a comparison of the returns
of equity of the mutual and stock segments of the life insurance  industry.  The
Company's  provision for its surplus tax is based on the Company's best estimate
of what its final surplus tax will be.


4.  EMPLOYEE AND AGENT BENEFIT PLANS
- ------------------------------------

PENSION PLANS
The Company has a  noncontributory  defined  benefit  retirement  plan  covering
substantially  all  employees.  Plan  benefits  are  based on years of  credited
service  and  the  employee's   compensation  during  the  last  five  years  of
employment.  The Company's funding policy is to make  contributions each year at
least equal to the minimum funding  requirements  for  tax-qualified  retirement
plans. Pension costs include current service costs, which are accrued and funded
on a current year 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.

Periodic pension expense for the Company included the following components:
<TABLE>
<CAPTION>
                                                                                              Years Ended December 31
                                                                           ------------------------------------------------------- 
                                                                                   1996               1995             1994
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>             <C>                  
Service cost - benefits earned during the year                               $           1,223  $         1,349 $          1,212
Interest cost on projected benefit obligation                                            1,866            1,894            1,745
Actual return on plan assets                                                           (2,817)          (2,844)            (892)
Net amortization and deferral                                                              932            1,148            (777)
- ----------------------------------------------------------------------------------------------------------------------------------
   Net periodic pension expense                                              $           1,204  $         1,547 $          1,288
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
60     LLVL
<PAGE>
- --------------------------------------------------------------------------------

                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                   (continued)


4.  EMPLOYEE AND AGENT BENEFIT PLANS (CONTINUED)
- ------------------------------------------------

The following table sets forth the funded status of the Company's plans:
<TABLE>
<CAPTION>
                                                                                                       December 31
                                                                                            ----------------------------------------
                                                                                                   1996               1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                <C>    
Accumulated benefit obligation
   Vested                                                                                   $           13,173 $        18,371
   Nonvested                                                                                               323             320
Effect of projected future compensation increases                                                        5,761           8,057
- ------------------------------------------------------------------------------------------------------------------------------------
Projected benefit obligation                                                                            19,257          26,748
Plan assets at fair value                                                                               20,153          25,462
- ------------------------------------------------------------------------------------------------------------------------------------
Plan assets in excess of (less than) projected benefit obligation                                          896         (1,286)
Unrecognized net loss                                                                                  (1,159)             456
Unrecognized transition obligation                                                                       1,331           1,414
- ------------------------------------------------------------------------------------------------------------------------------------
   Net pension asset                                                                        $            1,068 $           584
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The projected  benefit  obligation was determined using an assumed discount rate
of 7.5% and a weighted-average  assumed long-term rate of compensation  increase
of 4.5% for 1996 and 1995.  The assumed  long-term rate of return on plan assets
was 8.0% for 1996 and 1995.

The  Company  has  generally  funded  annually  the  maximum  allowed  under IRS
regulations.  The Company made contributions  totaling $1,600 in 1996 and $1,500
in both 1995 and 1994.

The Company's  employees  and agents also  participate  in defined  contribution
plans that cover  substantially  all  full-time  employees  and agents.  Company
contributions were $800 in 1996, 1995 and 1994.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Company provides certain health care and life insurance  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 five years.

The  Company  has  adopted  a  401(h)  plan to fund its  postretirement  benefit
obligation.  Funding  of $440,  $300 and $400 was made in 1996,  1995 and  1994,
respectively.  The accumulated postretirement benefit obligation and the accrued
postretirement benefit liability were as follows:
<TABLE>
<CAPTION>


                                                                                                          December 31
                                                                                           -----------------------------------------
                                                                                                   1996             1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                <C>    
Retirees                                                                                    $            2,451 $         2,634
Fully eligible active plan participants                                                                    396             312
Other active plan participants                                                                           1,899           1,740
- ------------------------------------------------------------------------------------------------------------------------------------
   Accumulated postretirement benefit obligation                                                         4,746           4,686
Plan assets                                                                                            (1,252)           (755)
Unrecognized gain                                                                                        1,040             757
- ------------------------------------------------------------------------------------------------------------------------------------
   Accrued postretirement benefit liability                                                 $            4,534 $         4,688
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
                                                                     LLVL     61
<PAGE>
- --------------------------------------------------------------------------------


                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)


4.  EMPLOYEE AND AGENT BENEFIT PLANS (CONTINUED)
- ------------------------------------------------

Net periodic postretirement benefit costs consisted of the following components:
<TABLE>
<CAPTION>


                                                                                           Years Ended December 31
                                                                            --------------------------------------------------------
                                                                                   1996               1995             1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>             <C>    
Service costs                                                                $             177  $           200 $            184
Interest cost on accumulated postretirement benefit plan                                   315              310              321
Net amortization and deferral                                                              (35)             (10)               4
Expected return on assets                                                                  (57)             (34)              (7)
- ------------------------------------------------------------------------------------------------------------------------------------
   Net periodic postretirement benefit costs                                 $             400  $           466 $            502
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The assumed  health care cost trend line rate used in measuring the  accumulated
postretirement  benefit  obligation,  for  pre-65  employees,  was 10.5% in 1994
decreasing linearly each successive year until it reaches 5.5% after 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  .5%.  The  assumed  discount  rate used in
determining the accumulated postretirement benefit obligation was 7.5%.

5.  POLICYOWNERS' CONTINGENCY RESERVES
- --------------------------------------

STATUTORY SURPLUS AND NET INCOME
Net  income  of  Ameritas  and its  insurance  subsidiaries,  as  determined  in
accordance with statutory accounting practices, was $44,100, $29,700 and $11,400
for 1996,  1995 and 1994,  respectively.  The  Company's  statutory  surplus was
$257,300,   $204,700  and  $170,900  at  December  31,  1996,   1995  and  1994,
respectively.

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.

The effect of reinsurance on premiums earned is as follows:
<TABLE>
<CAPTION>


                                                                                             Years Ended December 31
                                                                            --------------------------------------------------------
                                                                                   1996              1995             1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                 <C>             <C>         
Assumed                                                                      $           6,344   $        2,725  $         1,877
Ceded                                                                                  (12,549)          (8,284)          (5,706)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                             $          (6,205)  $       (5,559) $        (3,829)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The Company remains  contingently liable in the event that a reinsurer is unable
to meet the obligations ceded under the reinsurance agreement.

- --------------------------------------------------------------------------------
62    LLVL     
<PAGE>
- --------------------------------------------------------------------------------

                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                  (continued)

7.  RESERVE FOR UNPAID CLAIMS
- -----------------------------

The change in the  liability  for unpaid  accident  and health  claims and claim
adjustment expenses is summarized as follows:
<TABLE>
<CAPTION>

                                                                                   1996               1995             1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>             <C>    
Balance at January 1                                                         $          14,925  $        15,383 $         15,775
Reinsurance reserves (net)                                                                 121              (86)             (10)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                        15,046           15,297           15,765
- ------------------------------------------------------------------------------------------------------------------------------------
Incurred related to:
   Current year                                                                        117,610          119,116          119,703
   Prior year                                                                           (2,051)          (2,030)            (848)
- ------------------------------------------------------------------------------------------------------------------------------------
      Total incurred                                                                   115,559          117,086          118,855
- ------------------------------------------------------------------------------------------------------------------------------------
Paid related to:
   Current year                                                                         99,742          104,492          104,785
   Prior year                                                                           12,995           12,845           14,538
- ------------------------------------------------------------------------------------------------------------------------------------
      Total paid                                                                       112,737          117,337          119,323
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                        17,868           15,046           15,297
Reinsurance reserves (net)                                                                  89             (121)              86
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31                                                       $          17,957  $        14,925 $         15,383
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  liability  for  unpaid  accident  and health  claims  and claim  adjustment
expenses is included in policy and contract claims on the  consolidated  balance
sheets.

8.  COMMITMENTS AND CONTINGENCIES
- ---------------------------------

INVESTMENTS
Commitments were outstanding for investments to be purchased in subsequent years
totaling  $31,182 and $11,000 as of  December  31, 1996 and 1995,  respectively.
Securities  commitments  represented  $16,935 and $1,000,  and mortgage loan and
real estate commitments  represented $14,247 and $10,000. These commitments have
been made in the normal course of investment operations and are not reflected in
the accompanying financial statements.  The Company's exposure to credit loss is
represented by the contractual notional amount of those instruments. The Company
uses the same credit policies and collateral  requirements in making commitments
and conditional obligations as it does for on-balance sheet instruments.

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 $2,250
as of December 31, 1996 and 1995.


9.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The  following  disclosures  are made  regarding  fair value  information  about
certain  financial  instruments  for which it is  practicable  to estimate  that
value.  In cases where quoted market prices are not  available,  fair values are
based on estimates  using present  value or other  valuation  techniques.  Those
techniques are  significantly  affected by the assumptions  used,  including the
discount  rate and estimates of future cash flows.  In that regard,  the derived
fair  value  estimates,  in many  cases,  could  not be  realized  in  immediate
settlement of the  instrument.  All  nonfinancial  instruments are excluded from
disclosure requirements. Accordingly, the aggregate fair value amounts presented
do not represent the underlying value of the Company.
- --------------------------------------------------------------------------------
                                                                     LLVL     63
<PAGE>
- --------------------------------------------------------------------------------

                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                   (continued)


9.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
- ---------------------------------------------------

The fair value  estimates  presented  herein are based on pertinent  information
available to management as of December 31, 1996 and 1995. Although management is
not aware of any factors  that would  significantly  affect the  estimated  fair
value amounts, such amounts have not been comprehensively  revalued for purposes
of these financial statements since that date;  therefore,  current estimates of
fair value may differ significantly from the amounts presented herein.

The following methods and assumptions were used by the Company in estimating its
fair value  disclosures  for each class of financial  instrument for which it is
practicable to estimate a value:

         FIXED MATURITY SECURITIES -- 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.

         EQUITY  SECURITIES  -- For publicly  traded  securities,  fair value is
         determined using prices from an independent pricing source.

         MORTGAGE  LOANS ON REAL ESTATE -- 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
         $1,000  at  December  31,  1995  are not  included  in the  fair  value
         calculation or carrying  amount as it is not  practicable to reasonably
         assess the credit  adjustment  that would be applied in the marketplace
         for such loans.  There were no mortgage loans in default as of December
         31, 1996.

         OTHER  INVESTMENTS -- 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.

         SHORT-TERM  INVESTMENTS -- The carrying amount  approximates fair value
         because of the short maturity of these instruments.

         LOANS ON  INSURANCE  POLICIES  -- Fair  values  for loans on  insurance
         policies  are  estimated  using a  discounted  cash  flow  analysis  at
         interest rates currently offered for similar loans.  Loans on insurance
         policies with similar  characteristics  are  aggregated for purposes of
         the calculations.

         CASH AND CASH EQUIVALENTS -- The carrying amounts equal fair value.

         ACCRUED INVESTMENT INCOME AND OTHER CURRENT ACCOUNTS RECEIVABLE -- Fair
         value equals book value.

         ACCUMULATED  CONTRACT  VALUES -- Funds 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, which approximates fair
         value.

         COMMITMENTS  -- The  estimated  fair value of  commitments  approximate
         carrying   value   because  the  fees   currently   charged  for  these
         arrangements and the underlying interest rates approximate market.

- --------------------------------------------------------------------------------
64    LLVL     
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
                                  (continued)


 9.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
 ---------------------------------------------------


Estimated fair values are as follows:
<TABLE>
<CAPTION>
                                                                                       December 31
                                                             -----------------------------------------------------------------------
                                                                          1996                                   1995
                                                             -------------------------------         -------------------------------
                                                                 Carrying          Fair               Carrying           Fair
                                                                  Amount           Value               Amount            Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>                  <C>      
Financial assets:
   Fixed maturity securities
      Held to maturity                                       $        775,875 $      798,991       $       724,851 $        777,068
      Available for sale                                              415,705        415,705               428,387          428,387
   Equity securities                                                   75,215         75,215                60,761           60,761
   Mortgage loans on real estate                                      226,776        234,750               204,131          221,813
   Other investments                                                   23,347         32,505                22,381           28,149 
   Short-term investments                                               2,337          2,337                12,917           12,917
   Loans on insurance policies                                         68,017         60,743                69,268           61,373
   Cash and cash equivalents                                           77,142         77,142                81,764           81,764
   Accrued investment income                                           25,176         25,176                24,105           24,105
   Other current accounts receivable                                    2,772          2,772                 3,260            3,260


Financial liabilities:
   Accumulated contract values excluding amounts
     held under insurance contracts                                   756,029        756,194               757,417          760,487

</TABLE>
- --------------------------------------------------------------------------------
                                                                     LLVL     65
<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
57 through 60  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 57 and 59 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 58 and 60 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 and management fee
paid by each  portfolio  available for investment  (the  equivalent to an annual
rate of .49% of the  aggregate  average daily net assets of the Fund), the other
expenses  incurred  by the Fund ( .10%),  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 57 and 59 and at an annual  rate of
 .90% on page 58 and 60 of the  average  net assets of the  Subaccounts).  Berger
Associates  has  agreed to waive its  advisory  fee to the  extent  that  normal
operating expenses in any fiscal year, including the mangement fee but excluding
brokerage commissions,  interest,  taxes, and extraordinary  expenses, of Berger
IPT-100 Fund exceed 1.00%, and the normal operating  expenses in any fiscal year
of the Berger  IPT-Small  Company  Growth Fund exceed 1.15%,  of the  respective
Fund's  average daily net assets.  NMBI 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 NBMI,
taxes, interest,  extraordinary expenses, brokerage commissions, and transaction
costs that exceed 1% of the  portfolio's  average  daily net asset value.  These
agreements are expected to continue in future years but may be terminated at any
time. 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 57 and 59 and -1.49%,  4.51%
and 10.51% respectively, on pages 58 and 60.
    
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 28).

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 premiums to specified  Subaccounts.  Such
illustrations will reflect the expenses of the portfolio in which the Subaccount
invests.
- --------------------------------------------------------------------------------
66     LLVL   
<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
</TABLE>

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.

- --------------------------------------------------------------------------------
                                                                     67     LLVL
<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
</TABLE>


* 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.
- --------------------------------------------------------------------------------
68     LLVL
<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
</TABLE>

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.

- --------------------------------------------------------------------------------
                                                                     69     LLVL
<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
</TABLE>

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.

- --------------------------------------------------------------------------------
70     LLVL
<PAGE>
- --------------------------------------------------------------------------------
APPENDIX B
   
LONG TERM MARKET TRENDS

The information  below covering the period of 1926-1996 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 1996. 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 71-year period: investments of one dollar would  have  grown to $1,370.95
and $4,495.99 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 $33.73.  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 71 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 1997 Yearbook
                     (C)Ibbotson Associates, Chicago. All Rights Reserved.
    
- --------------------------------------------------------------------------------

                                                                     LLVL     71
<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           1972        18.90                Omitted graph depicts the activity
 2           1973       -14.77                of the S&P 500 Index for the years
 3           1974       -26.39                1970-1996).                       
 4           1975        37.16                
 5           1976        23.57
 6           1977        -7.42
 7           1978         6.38
 8           1979        18.20
 9           1980        32.27
10           1981        -5.01
11           1982        21.44
12           1983        22.38
13           1984         6.10
14           1985        31.57
15           1986        18.56
16           1987         5.10
17           1988        16.61
18           1989        31.69
19           1990        -3.14
20           1991        30.45
21           1992         7.61
22           1993        10.08
23           1994         1.32
24           1995        37.58 
25           1996        22.96

</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.  THE POLICY IS NOT SPONSORED,  ENDORSED,
SOLD OR PROMOTED BY STANDARD & POOR'S.
    
- --------------------------------------------------------------------------------
72     LLVL
<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

                      Berger Institutional Products Trust
                           Registration NO. 33-63493

    
<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.

Registrant  makes  the  following   representation   pursuant  to  the  National
Securities Markets Improvements Act of 1996:

Ameritas Life  Insurance  Corp.  represents  that the fees and charges  deducted
under the contract, in the aggregate, are reasonable in relation to the services
rendered,  the expenses  expected to be incurred,  and the risks  assumed by the
insurance company.



                              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) AND THE NATIONAL
                   SECURITIES MARKETS IMPROVEMENTS ACT OF 1996


This  filing is made  pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment
Company Act of 1940.
<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. 3 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 21st day of February, 1997.


                                                   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 Principal  Officers of Ameritas
Life Insurance Corp. on the dates indicated.


       SIGNATURE                     TITLE                         DATE


/s/ Lawrence J. Arth       Director, Chairman of the Board    February 21, 1997
   ---------------------     and Chief Executive Officer
    Lawrence J. Arth

/s/ Kenneth C. Louis           Director, President and        February 21, 1997
   ---------------------       Chief Operating Officer
    Kenneth C. Louis

/s/ Norman M. Krivosha        Executive Vice President,       February 21, 1997
   ---------------------      Secretary and Corporate 
    Norman M. Krivosha            General Counsel

/s/ Jon C. Headrick           Executive Vice President-       February 21, 1997
   ---------------------      Investments and Treasurer
    Jon C. Headrick

/s/ JoAnn M. Martin       Senior Vice President - Controller  February 21, 1997
  ---------------------       and Chief Financial Officer
    JoAnn M. Martin

/s/ James P. Abel                    Director                 February 21, 1997
   -------------------
    James P. Abel

/s/ Duane W. Acklie                  Director                 February 21, 1997
   -------------------
    Duane W. Acklie

/s/ William W. Cook, Jr.             Director                 February 21, 1997
   ---------------------
    William W. Cook, Jr.
<PAGE>
/s/ Bert A. Getz                     Director                 February 21, 1997
   ---------------------
    Bert A. Getz

/s/ James R. Knapp                   Director                 February 21, 1997
   ---------------------
    James R. Knapp

/s/ Robert F. Krohn                  Director                 February 21, 1997
   ---------------------
    Robert F. Krohn

/s/ Wilfred J. Maddux                Director                 February 21, 1997
   --------------------- 
    Wilfred J. Maddux

/s/ Paul C. Schorr, III              Director                 February 21, 1997
   ---------------------
    Paul C. Schorr, III

/s/ William C. Smith                 Director                 February 21, 1997
   ---------------------   
    William C. Smith

/s/ Neal E. Tyner                    Director                 February 21, 1997
   ---------------------
    Neal E. Tyner

/s/ Winton J. Wade                   Director                 February 21, 1997
   ---------------------    
    Winston J. Wade
<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following Papers and Documents:

   The facing sheet.
   
   The prospectus consisting of 72 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.****
          (c) Participation Agreement (Berger IPT)***** 
    (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. 2 for
       Ameritas Life Insurance Corp.  Separate  Account LLVL, File No. 33-86500,
       filed September 12, 1995.

****   Incorporated  by  reference  to  the  initial  registration statement for
       Ameritas  Life  Insurance Corp. Separate Account LLVA (File No. 333-5529,
       filed on June 7, 1996.

*****  Incorporated by reference to the Pre-Effective Amendment No. 1 for the
       Ameritas Life Insurance Corp. Separate Account LLVA (File No. 333-5529),
       filed on October 3, 1996.
    
<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 24, 1997




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

Gentlemen:

With reference to the Post-Effective  Amendment No. 3 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 24, 1997



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. 3 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. 3 to  Registration
Statement No. 33-86500 of Ameritas Life Insurance Corp. Separate Account LLVL of
our reports dated February 1, 1997, on the consolidated  financial statements of
Ameritas  Life  Insurance  Corp.  (which  expresses an  unqualified  opinion and
includes an explanatory  paragraph  relating to a change in method of accounting
for  securities  effective  January 1,  1994) and the  financial  statements  of
Ameritas Life Insurance Corp. Separate Account LLVL 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, 1997


<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> LLVL VANGUARD MONEY MARKET
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        1,274,986
<INVESTMENTS-AT-VALUE>                       1,274,986
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        1,274,986
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 1,274,986
<DIVIDEND-INCOME>                               32,053
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   4,536
<NET-INVESTMENT-INCOME>                         27,517
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                           27,517
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      6,549,300
<NUMBER-OF-SHARES-REDEEMED>                  5,274,314
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,274,986
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> LLVL VANGUARD EQUITY INDEX
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        1,276,121
<INVESTMENTS-AT-VALUE>                       1,348,508
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           68,977
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        72,387
<NET-ASSETS>                                 1,348,508      
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,639
<NET-INVESTMENT-INCOME>                         (2,639)
<REALIZED-GAINS-CURRENT>                        12,616
<APPREC-INCREASE-CURRENT>                       72,387
<NET-CHANGE-FROM-OPS>                           82,364
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         81,128
<NUMBER-OF-SHARES-REDEEMED>                     12,150
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          68,977
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 3
   <NAME> LLVL VANGUARD EQUITY INCOME
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          295,820
<INVESTMENTS-AT-VALUE>                         317,160
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           21,723
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        21,340
<NET-ASSETS>                                   317,160
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     867
<NET-INVESTMENT-INCOME>                           (867)
<REALIZED-GAINS-CURRENT>                         9,453
<APPREC-INCREASE-CURRENT>                       21,340
<NET-CHANGE-FROM-OPS>                           29,925
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         25,594
<NUMBER-OF-SHARES-REDEEMED>                      3,870
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          21,723
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> LLVL - VANGUARD GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          683,887
<INVESTMENTS-AT-VALUE>                         706,206
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           39,921
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        22,319
<NET-ASSETS>                                   706,206
<DIVIDEND-INCOME>                                    0  
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,524   
<NET-INVESTMENT-INCOME>                         (1,524)
<REALIZED-GAINS-CURRENT>                        22,375
<APPREC-INCREASE-CURRENT>                       22,319
<NET-CHANGE-FROM-OPS>                           43,170
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         43,456 
<NUMBER-OF-SHARES-REDEEMED>                      3,535
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          39,921
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 5
   <NAME> LLVL - VANGUARD BALANCED
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          386,976
<INVESTMENTS-AT-VALUE>                         395,618
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           26,357
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         8,642
<NET-ASSETS>                                   395,618
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     964
<NET-INVESTMENT-INCOME>                           (964)
<REALIZED-GAINS-CURRENT>                        17,899
<APPREC-INCREASE-CURRENT>                        8,642
<NET-CHANGE-FROM-OPS>                           25,577
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         27,156
<NUMBER-OF-SHARES-REDEEMED>                        799
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          26,357
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 6
   <NAME> LLVL - VANGUARD HIGH GRADE BOND
       
<S>                             <C>
<PERIOD-TYPE>                    YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          107,460      
<INVESTMENTS-AT-VALUE>                         108,501
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           10,403
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         1,042
<NET-ASSETS>                                   108,501
<DIVIDEND-INCOME>                                2,757
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     316
<NET-INVESTMENT-INCOME>                          2,441
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                        1,042
<NET-CHANGE-FROM-OPS>                            3,483
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         16,080
<NUMBER-OF-SHARES-REDEEMED>                      5,676
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          10,403
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 7
   <NAME> LLVL - VANGUARD INTERNATIONAL
       
<S>                             <C>
<PERIOD-TYPE>                    YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          566,689         
<INVESTMENTS-AT-VALUE>                         579,394
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           45,478
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        12,705
<NET-ASSETS>                                   579,394
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,479
<NET-INVESTMENT-INCOME>                         (1,479)
<REALIZED-GAINS-CURRENT>                        14,166
<APPREC-INCREASE-CURRENT>                       12,705
<NET-CHANGE-FROM-OPS>                           25,391
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         54,689
<NUMBER-OF-SHARES-REDEEMED>                      9,210
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          45,478
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 10
   <NAME> LLVL - NEUBERGER & BERMAN BALANCED
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                           85,113
<INVESTMENTS-AT-VALUE>                          88,424
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                            5,554
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         3,312
<NET-ASSETS>                                    88,424
<DIVIDEND-INCOME>                                    0      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     294
<NET-INVESTMENT-INCOME>                           (294)
<REALIZED-GAINS-CURRENT>                            92
<APPREC-INCREASE-CURRENT>                        3,312
<NET-CHANGE-FROM-OPS>                            3,110
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          5,783
<NUMBER-OF-SHARES-REDEEMED>                        229
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           5,554
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 11
   <NAME> LLVL - NEUBERGER & BERMAN GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          303,975
<INVESTMENTS-AT-VALUE>                         324,472
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           12,586
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        20,498
<NET-ASSETS>                                   324,472
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     814
<NET-INVESTMENT-INCOME>                           (814)
<REALIZED-GAINS-CURRENT>                           253
<APPREC-INCREASE-CURRENT>                       20,498
<NET-CHANGE-FROM-OPS>                           19,937
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         13,584
<NUMBER-OF-SHARES-REDEEMED>                        998
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          12,586
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 12
   <NAME> LLVL - NEUBERGER & BERMAN PARTNERS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                          497,965
<INVESTMENTS-AT-VALUE>                         564,285
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           34,241
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        66,320
<NET-ASSETS>                                   564,285
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,338
<NET-INVESTMENT-INCOME>                         (1,338)
<REALIZED-GAINS-CURRENT>                           115
<APPREC-INCREASE-CURRENT>                       66,320
<NET-CHANGE-FROM-OPS>                           65,097
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         40,373
<NUMBER-OF-SHARES-REDEEMED>                      6,132
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          34,241
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 13
   <NAME> LLVL - NEUBERGER & BERMAN LIMITED MATURITY BOND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                           25,454
<INVESTMENTS-AT-VALUE>                          25,901
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       0
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                            1,844
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           447
<NET-ASSETS>                                    25,901
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      42
<NET-INVESTMENT-INCOME>                            (42)
<REALIZED-GAINS-CURRENT>                             8
<APPREC-INCREASE-CURRENT>                          447
<NET-CHANGE-FROM-OPS>                              414
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          2,211
<NUMBER-OF-SHARES-REDEEMED>                        367
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           1,844
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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