AMERITAS LIFE INSURANCE CORP SEPARATE ACCOUNT LLVL
485BPOS, 1998-04-06
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             As filed with the Securities and Exchange Commission on
   

                                  April 3, 1998

    
                            Registration No. 33-86500

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         Post-Effective Amendment No. 4

    
                                       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.
   
                                   (Depositor)
    
                                 5900 "O" Street
                             Lincoln, Nebraska 68510

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

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

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

Title of Securities Being Registered: Securities of Unit Investment Trust
                                     ------------------------------------

Approximate  Date of Proposed  Public  Offering:  As soon as  practicable  after
effective date.

               It is proposed that this filing will become effective:
               []immediate upon filing pursuant to paragraph b
               [ ]on             pursuant to paragraph a of Rule 485
                     -----------
               [x]on May 1, 1998 pursuant to paragraph b of Rule 485
                     -----------
    
<PAGE>
<TABLE>
<CAPTION>
               RECONCILIATION AND TIE BETWEEN ITEMS IN FORM N-8B-2
                               AND THE PROSPECTUS

<S>                       <C>
ITEM NO. OF
FORM N-8B-2                CAPTION IN PROSPECTUS
- -----------                ---------------------

       1                   Cover Page
       2                   Cover Page
   
       3                   Not Applicable
    
       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; Berger Institutional Products Trust; Fixed Account
    
       19                  General Provisions; Voting Rights
       20                  Not Applicable
       21                  Summary; Policy Rights; General Provisions
       22                  Not Applicable
       23                  Safekeeping of the Separate 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; Ameritas Life Insurance Corp.
   
       29                  Ameritas Life Insurance Corp.
    
       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                  Distribution of the Policies
   
       41                  Distribution of the Policies
    
       42                  Not Applicable
       43                  Not Applicable
       44                  The Funds; Accumulation Value
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                       <C>
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
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
PROSPECTUS                                    Ameritas Life Insurance Corp. Logo

   
FLEXIBLE PREMIUM                                                 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 stock
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. During the first three years, ALIC agrees to keep the Policy
in force 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  ("Separate  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.

   
The Securities and Exchange Commission maintains a web site (http://www.sec.gov)
that contains other information  regarding  registrants that file electronically
with the Securities and Exchange Commission.
    

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, 1998.
    
- --------------------------------------------------------------------------------
                                                                      LLVL     1
<PAGE>
- --------------------------------------------------------------------------------
   
TABLE OF CONTENTS                                                           PAGE

Definitions................................................................    3
Summary....................................................................    5
Ameritas Life Insurance Corp. and the Separate 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 .............................................   11
         Addition, Deletion or Substitution of Investments.................   13
         Fixed Account.....................................................   13
Policy Benefits............................................................   14
         Purposes of the Policy............................................   14
         Death Benefit Proceeds............................................   14
         Death Benefit Options.............................................   14
         Methods of Affecting Insurance Protection.........................   16
         Duration of Policy................................................   16
         Accumulation Value................................................   16
         Benefits at Maturity..............................................   17
         Payment of Policy Benefits........................................   17
Policy Rights..............................................................   18
         Loan Benefits.....................................................   18
         Surrenders........................................................   18
         Partial Withdrawals...............................................   19
         Transfers.........................................................   19
         Systematic Programs...............................................   20
         Refund Privilege..................................................   20
         Exchange Privilege................................................   20
Payment and Allocation of Premiums.........................................   21
         Issuance of a Policy..............................................   21
         Premiums..........................................................   21
         Allocation of Premiums and Accumulation Value.....................   22
         Policy Lapse and Reinstatement....................................   22
Charges and Deductions.....................................................   23
         Deductions From Premium Payment...................................   23
         Charges Deducted from Accumulation Value..........................   23
         Surrender Charge..................................................   24
         Transfer Charge...................................................   24
         Partial Withdrawal Charge.........................................   25
         Daily Charges Against the Separate Account........................   25
General Provisions.........................................................   25
Additional Insurance Benefits (Riders).....................................   26
Distribution of the Policies...............................................   27
Federal Tax Matters........................................................   28
Safekeeping of the Separate Account's Assets...............................   30
Third Party Services.......................................................   30
Voting Rights..............................................................   30
State Regulation of ALIC...................................................   31
Executive Officers and Directors of ALIC...................................   31
Legal Matters..............................................................   33
Legal Proceedings..........................................................   33
Experts....................................................................   34
Additional Information.....................................................   34
Financial Statements.......................................................   34
Ameritas Life Insurance Corp. Separate Account LLVL........................   35
Ameritas Life Insurance Corp...............................................   51
Appendices.................................................................   71
    

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

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

   
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
Separate  Account,  the Fixed Account,  and any  Accumulation  Value held in the
general account which secures policy loans.
    

ALIC - Ameritas Life Insurance Corp., a stock 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 25).

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.

   
SEPARATE  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 Separate
Account.
    

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 Separate  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.
<TABLE>
<CAPTION>

<S>                                                          <C>                             <C>
            LIVING BENEFITS                                    RETIREMENT BENEFITS             DEATH BENEFITS

   Partial Withdrawals may be made (subject to                Loans may be taken at  a          Income tax free to
certain restrictions). The death  benefit will be          net zero interest rate after       beneficiary.
reduced  by  the amount  of the Partial Withdrawal.        ten  years  or   when    the          Available as lump
   Up to fifteen free transfers may be made each year      policyholder  reaches   55        sum  or under  the
between the investment portfolios.                        (whichever   occurs   later).      five payment meth-
   Accelerated payment of up to 50% of  the  lowest           Should  the  policy  lapse     ods   available   as
scheduled  death benefit  is  available  under certain     while loans are outstanding       retirement benefits.
conditions  for   Insureds   suffering   from terminal     the  portion  of   the  loan
illness.                                                   attributable to earnings will
  The policy may be surrendered at  any time for its       become taxable distributions.
Net   Cash   Surrender   Value.  The policy  has  no       (See page 18).
surrender  charge.   However, there  is a charge  for        Payments  can   be  taken
Partial Withdrawals.                                       under  one  or more of five
                                                           different payment options.
</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL     5
<PAGE>
- --------------------------------------------------------------------------------

THE ISSUER

   
The Policy is issued by Ameritas Life Insurance Corp. ("ALIC"), a Nebraska stock
life  insurance  company.  A separate  account of ALIC,  Separate  Account  LLVL
("Separate  Account"),  has been  established to hold the assets  supporting the
Policy.  The Separate Account has fifteen  Subaccounts  which correspond to, and
are invested in, the portfolios of the Funds discussed herein. (See ALIC and the
Separate Account,  page 9, and The Funds, page 10). The financial statements for
ALIC can be found beginning on page 51.
    

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 Policyowner's  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).
- --------------------------------------------------------------------------------
6     LLVL
<PAGE>
- --------------------------------------------------------------------------------

The various  Subaccounts  available  invest in a corresponding  portfolio of 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; 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 Separate
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  Separate  Account is borne by the
Policyowner.  ALIC  does  not  guarantee  a  minimum  Accumulation  Value in the
Separate 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 25).

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 25).

   
DAILY CHARGES AGAINST THE SEPARATE 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 Separate Account, page 25).

No  additional  charges are  currently  made  against the  Separate  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 Separate Account to pay those taxes.  (See Taxes,  page
25).

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

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 SEPARATE ACCOUNT
    

AMERITAS LIFE INSURANCE CORP.

   
Ameritas  Life  Insurance  Corp.  ("ALIC")  is a stock  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 5900 "O" Street, Lincoln, Nebraska 68501.

ALIC and  subsidiaries  had  total  assets  at  December  31,  1997 of over $3.4
billion.  ALIC enjoys a long  standing A+ (Superior)  rating from A.M.  Best, an
independent firm that analyzes  insurance  carriers.  ALIC also has been rated A
("Excellent") by Weiss Research,  Inc., and has an AA ("Excellent")  rating from
Standard & Poor's for claims-paying ability.

Effective  January 1,  1998,  ALIC  converted  from a mutual  insurance  company
structure  to a mutual  insurance  holding  company  structure  pursuant  to the
Nebraska  Mutual  Insurance  Holding Company Act. The conversion was approved by
the Nebraska  State  Department of Insurance and the policy owners of the mutual
company. As a result of the conversion, ALIC is wholly owned by Ameritas Holding
Company,  which is wholly owned by Ameritas Mutual  Insurance  Holding  Company.
There are no other owners of 5% or more of the outstanding  voting securities of
ALIC.

Ameritas  Investment Corp. ("AIC"),  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,
long term market trends, index performance,  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 Separate Account") was
established  under  Nebraska law on August 24, 1994.  The assets of the Separate
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 Separate 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
Separate Account of a total market value at least equal to the reserve and other
contract liabilities of the Separate Account. Nevertheless, to the extent assets
in the Separate Account exceed ALIC's  liabilities in the Separate 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 Separate 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
    

- --------------------------------------------------------------------------------
                                                                      LLVL     9
<PAGE>
- --------------------------------------------------------------------------------
   
is a type of investment  company.  This does not involve any SEC  supervision of
the management or investment policies or practices of the Separate Account.  For
state law purposes, the Separate Account is treated as a Division of ALIC.
    

THE FUNDS

   
There are currently fifteen Subaccounts within the Separate Account available to
Policyowners for new  allocations.  Each Subaccount of the Separate 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 Separate  Account will purchase and redeem shares from the Portfolios at the
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 is automatically reinvested in 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
Separate  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

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.

- --------------------------------------------------------------------------------
10     LLVL
<PAGE>
- --------------------------------------------------------------------------------

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.

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.

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.

- --------------------------------------------------------------------------------
                                                                     LLVL     11
<PAGE>
- --------------------------------------------------------------------------------

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.

Neuberger & Berman  Management,  Inc.  ("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.

   
The effect of any expense  limitation by NBMI is to reduce operating expenses of
a portfolio and its corresponding Series and thereby increase total return.

Berger Associates  provides investment advisory services to the Berger IPT Funds
available in the Separate Account.  Berger Associates has voluntarily  agreed to
waive its advisory fee and has  voluntarily  reimbursed the Funds for additional
expenses  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.
    

<TABLE>
<CAPTION>
EXPENSES

                             INVESTMENT ADVISORY
PORTFOLIO                      & MANAGEMENT                   OTHER EXPENSES                    TOTAL

VANGUARD(1)

<S>                                <C>                       <C>                              <C>
Money Market                        .17%                      .04%                             .21%
High-Grade Bond                     .23%                      .06%                             .29%
High Yield Bond                     .27%                      .04%                             .31%
Balanced                            .29%                      .03%                             .32%
Equity Income                       .33%                      .04%                             .37%
Equity Index                        .20%                      .03%                             .23%
Growth                              .35%                      .03%                             .38%
Small Company Growth                .35%                      .04%                             .39%
International                       .38%                      .08%                             .46%


NEUBERGER & BERMAN(2)

                            INVESTMENT MANAGEMENT
PORTFOLIO                   & ADMINISTRATION FEES             OTHER EXPENSES                     TOTAL

<S>                                <C>                                <C>                        <C>
   
Limited Maturity                    .65%                                .12%                      .77%
Balanced                            .85%                                .19%                     1.04%
Partners                            .80%                                .06%                      .86%
Growth                              .83%                                .07%                      .90%
    
</TABLE>
- --------------------------------------------------------------------------------
12     LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BERGER IPT

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

<S>                                <C>                       <C>                              <C>
100 Fund                            .00%                      1.00%(3)                         1.00%(3)
Small Company Growth                .00%                      1.15%(4))                        1.15%(4)
</TABLE>
   
(1)    9/30/97 fiscal year end.
(2)    12/31/97 fiscal year end.
(3)    Expenses reflect fee waiver and expense reimbursement. Absent such waiver
       and reimbursement, "Other" Expenses would have been 8.43%; and "Total"
       Expenses would have been 9.18%.
(4)    Expenses reflect fee waiver and expense reimbursement. Absent such waiver
       and reimbursement, "Other" Expenses would have been 4.91%; and "Total"
       Expenses would have been 5.81%.
    

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 Separate Account or that the Separate Account may purchase.  The Separate
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
Separate  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 Separate 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  Separate  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 Separate Account.
    

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

FIXED ACCOUNT

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

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                                                                     LLVL     13
<PAGE>
- --------------------------------------------------------------------------------
   
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)").
Amounts  allocated  to the Fixed  Account  receive  an  interest  rate  declared
effective for the month of issue.  The declared  interest rate is guaranteed for
the remainder of the Policy Year. During subsequent Policy Years, all amounts in
the Fixed  Account will earn the interest rate that was declared in the month of
the last Policy anniversary. Declared interest rates may be lower or higher than
the previous 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  Separate  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 Separate Account. ALIC agrees to keep the Policy in
force during the first three years and provide a Guaranteed Death Benefit during
that period so long as the cumulative  monthly  Guaranteed Death Benefit Premium
is paid even though the Guaranteed Death Benefit Premium allowed by contract may
not, after the payment of monthly insurance and administrative charges, generate
positive Net Cash Surrender Values.
    

DEATH BENEFIT PROCEEDS

As long as the Policy remains in force,  ALIC will, upon  satisfactory  proof of
the Insured's  death,  pay the Death Benefit  Proceeds of a Policy in accordance
with the death benefit option in effect at the time of the Insured's  death. The
amount  of the  death  benefits  payable  will be  determined  at the end of the
Valuation  Period during which the Insured's death  occurred.  The Death Benefit
Proceeds  may be paid in a lump sum or under one or more of the payment  options
set forth in the Policy.  (See Payment Options, page 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  relationship  over  time,  between  the  Specified  Amount and the
Accumulation Value.


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

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14     LLVL
<PAGE>
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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
Accumulated 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.

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

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

(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.

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 Separate  Account or the Fixed  Account
will  reflect  the  investment  performance  of the  chosen  Subaccounts  of the
Separate  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 18). 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.

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16     LLVL
<PAGE>
- --------------------------------------------------------------------------------

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 Separate 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.

PAYMENT OF POLICY BENEFITS

Death Benefit  Proceeds  under the Policy will usually be paid within seven days
after ALIC receives  Satisfactory  Proof of Death.  Accumulation  Value benefits
will  ordinarily  be paid  within  seven days of  receipt of a written  request.
Payments  may be  postponed  in  certain  circumstances.  (See  Postponement  of
Payments,  page 26). 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.


- --------------------------------------------------------------------------------
                                                                     LLVL     17
<PAGE>
- --------------------------------------------------------------------------------

POLICY RIGHTS

LOAN BENEFITS

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

   
EFFECT OF POLICY  LOANS.  When a loan is made,  Accumulation  Value equal to the
amount of the loan will be  transferred  from the  Separate  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 Separate 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).

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18     LLVL
<PAGE>
- --------------------------------------------------------------------------------

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.

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 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 25).

TRANSFERS

   
Accumulation  Value may be  transferred  among the  Subaccounts  of the Separate
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.  This provision is not available while dollar
cost averaging  from the Fixed Account.  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 and
will not be counted towards the fifteen free transfers per policy year. 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 Separate Account and increase  transaction costs, the Separate
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.

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                                                                     LLVL     19
<PAGE>
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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.  Lower minimum  amounts may be allowed to transfer as part
of a systematic program.  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
Separate  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 the Fixed Account or the Money
Market Subaccount to any other Subaccount(s). Dollar cost averaging is permitted
from the Fixed Account, if no more than 1/36th of the value of the Fixed Account
at the time dollar cost averaging is established is 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 the selling agent,  or to ALIC at the Home Office.  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.

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20     LLVL
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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 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.

- --------------------------------------------------------------------------------
                                                                     LLVL     21
<PAGE>
- --------------------------------------------------------------------------------

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.

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 Separate 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.

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22     LLVL
<PAGE>
- --------------------------------------------------------------------------------

If the Net Cash Surrender Value is insufficient to cover the monthly  deduction,
the Policyowner  must pay a premium during the grace period  sufficient to cover
the monthly  deductions  and premium  charges for the three policy  months after
commencement  of the grace period to avoid lapse.  (See Charges and  Deductions,
page 23).

REINSTATEMENT.  A lapsed  Policy may be  reinstated  any time within three years
(five years in Missouri) from the beginning of the grace period,  but before the
Maturity   Date.   Reinstatement   will  be  effected  based  on  the  Insured's
underwriting classification at the time of the reinstatement.

Reinstatement is subject to the following:

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

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

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

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

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

The amount of Accumulation  Value on the date of reinstatement  will be equal to
the amount of the Net Cash  Surrender  Value on the date of lapse,  increased by
the premium  paid at  reinstatement,  less the  premium  charges and the amounts
stated  above.  If any  policy  debt was  reinstated,  that debt will be held in
ALIC's General Account.  Accumulation  Value  calculations  will then proceed as
described under "Accumulation Value" on page 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
- --------------------------------------------------------------------------------
                                                                     LLVL     23
<PAGE>
- --------------------------------------------------------------------------------

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 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, page 25).
    

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.

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24     LLVL
<PAGE>
- --------------------------------------------------------------------------------

PARTIAL WITHDRAWAL CHARGE

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

   
DAILY CHARGES AGAINST THE SEPARATE ACCOUNT

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

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

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

   
In addition to the charges  against the Separate  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 Separate Account
for federal,  state or local income taxes. ALIC may, however, make such a charge
in the future if income or gains  within  the  Separate  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 Separate  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.

- --------------------------------------------------------------------------------
                                                                     LLVL     25
<PAGE>
- --------------------------------------------------------------------------------

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

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

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

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

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

   
POSTPONEMENT  OF  PAYMENTS.  Payment  of  any  amount  upon  Surrender,  Partial
Withdrawals,  policy loans, benefits payable at death or maturity, and transfers
may be postponed whenever:  (i) the New York Stock Exchange is closed other than
customary  weekend  and  holiday  closings,  or  trading  on the New York  Stock
Exchange is restricted as determined by the Securities and Exchange  Commission;
(ii)  the  Commission  by  order  permits  postponement  for the  protection  of
Policyowners;  (iii) an emergency exists, as determined by the Commission,  as a
result of which  disposal of securities is not  reasonably  practicable or it is
not reasonably  practicable to determine the value of the Separate 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 Separate
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.  Quarterly  statements are
also mailed  detailing Policy activity during the calendar  quarter.  Instead of
receiving an immediate  confirmation of transactions made pursuant to some types
of periodic  payment plan (such as a dollar cost averaging  program,  or payment
made by automatic bank draft or salary reduction  arrangement),  the Policyowner
may receive confirmation of such transactions in their quarterly statements. The
Policyowner  should review the information in these  statements  carefully.  All
errors or  corrections  must be reported to ALIC  immediately  to assure  proper
crediting  to the  Policy.  ALIC will  assume all  transactions  are  accurately
reported on quarterly  statements  unless ALIC is otherwise  notified  within 30
days  after  receipt  of the  statement.  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).

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

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

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

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

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

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

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

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

COST RECOVERY  RIDER.  This rider allows a one time special  Partial  Withdrawal
without reducing the Specified Amount. There is no charge for this rider.

EXTENDED  MATURITY  RIDER.  This rider may be elected  by  submitting  a written
request to ALIC during the 90 days prior to Maturity  Date. If elected,  as long
as the Surrender Value is greater than zero, the policy will remain in force for
purposes of providing a benefit at the time of the  Insured's  death.  Once this
rider becomes  effective,  no further premium payments will be accepted,  and no
monthly charges will be made for cost of insurance, riders or flat extra rating.
All other policy provisions not specifically  noted herein will remain in effect
while the policy  continues in force.  Interest on policy loans will continue to
accrue  and  become  part of the  policy  debt.  This  rider does not extend the
Maturity Date for purposes of determining benefits under any other riders. Death
Benefit Proceeds are payable to the beneficiary.

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

The  Internal  Revenue  Service  has  not  issued  a  ruling  regarding  the tax
consequences of this rider.

DISTRIBUTION OF THE POLICIES

   
Ameritas   Investment  Corp.   ("AIC"),   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. AIC 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.  In 1997,  AIC received gross
variable  universal  life  compensation  of $320,059,  and  retained  $57,129 in
underwriting fees, and $23 in brokerage commissions on ALIC's variable universal
life policies.
    
- --------------------------------------------------------------------------------
                                                                     LLVL     27
<PAGE>
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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 AIC and who will not  receive  compensation  related  to the
purchase.

Policies  can  be  purchased  from  field  representatives  who  are  Registered
Representatives  of AIC, or from Registered  Representatives of other registered
broker-dealers  authorized to sell the policies  subject to  applicable  law. In
these situations,  AIC 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,  AIC 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.
AIC or the other broker-dealer may pass a portion of this compensation on to the
Registered Representative or the manager of the Registered Representative.
    

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

FEDERAL TAX MATTERS

The following  discussion  provides a general  description of the federal income
tax  considerations  associated  with the  Policy,  and does not  purport  to be
complete or cover all situations. This discussion is not intended as tax advice.
No attempt has been made to consider in detail any applicable state or other tax
(except  premium taxes,  see discussion  "Premium  Charges," page 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 Separate 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
     Separate 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
     Separate 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 Separate Account with respect to the sale of
     the Policies.  Accordingly, no  charge  is  being  made  currently  to  the
     Separate  Account  for  federal income  taxes. If, however, ALIC determines
     that it may  incur such  taxes attributable to the Separate Account, it may
     assess a charge  for such  taxes against the  Separate  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 Separate Account. If there is a material change in
     state  or  local  tax laws,  charges for  such  taxes  attributable  to the
     Separate Account, if any,  may  be assessed against the Separate 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 Benefit  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.

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28     LLVL
<PAGE>
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     The Code (section 7702A) also defines  a "modified endowment contract"  for
     federal  tax  purposes.  If  a life  insurance  policy  is  classified as a
     modified  endowment  contract, distributions  from it (including loans) are
     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 (but  are  not
     limited to)  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 taxpayer's age 59 1/2 . The 10%
     penalty tax does not apply if the taxpayer 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 taxpayer 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.  All  modified  endowment  policies  issued  by ALIC  to the same
     Policyowner in  any 12  month period are treated  as one modified endowment
     contract for  purposes of  determining taxable gain  under Section 72(e) of
     the Code.  Any  life insurance  policy received in  exchange for a modified
     endowment contract will also be treated as 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 Separate Account to be "adequately diversified" in order
     for  the Policy  to be treated as a life insurance contract for federal tax
     purposes. The Separate 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.
    

     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  exten  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 generally 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 page 28, "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 on the lives of individuals
     who are or were officers,  employees  or  persons financially interested in
     the  taxpayer's  trade or business. 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 
    
- --------------------------------------------------------------------------------
                                                                     LLVL     29
<PAGE>
- --------------------------------------------------------------------------------
   
     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.  The  Taxpayer  Relief Act  of 1997 ("TRA '97"), further expanded
     the  interest  deduction  disallowance  for businesses by  providing,  with
     respect  to  policies  issued  after  June 8, 1997,  that  no  deduction is
     allowed for interest paid or  accrued on any indebtedness  with respect  to
     life insurance covering the life  of any  individual (except as noted above
     under  pre-'97  law  with  respect  to  key  persons and  pre-June 21, 1986
     policies).  TRA '97 also provides  that  no  deduction  is permissible  for
     premiums paid  on a  life  insurance policy if  the taxpayer is directly or
     indirectly a  beneficiary  under the policy. Also under TRA '97 and subject
     to  certain  exceptions,  for   contracts  issued  after  June 8, 1997,  no
     deduction  is  allowed  for that  portion  of a taxpayer's interest expense
     that's  allocable  to  unborrowed   policy  cash  values. This disallowance
     generally does not apply to policies owned by natural persons. 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 18)  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. The advice of competent  tax counsel
     should  be  sought in connection  with  the  use  of  life  insurance  in a
     qualified plan.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

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

THIRD PARTY SERVICES

ALIC is aware that  certain  third  parties  are  offering  investment  advisory
services in connection  with the contracts.  ALIC does not 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 Separate
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' meeting. To the extent required
by law,  ALIC will vote all shares of the Funds held in the Separate  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

- --------------------------------------------------------------------------------
30     LLVL
<PAGE>
- --------------------------------------------------------------------------------

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 stock 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  Separate  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 Separate Account.
    

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, Chief Executive Officer: Ameritas Variable Life
Insurance Company;  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*

   
ELDON BOHMONT, SECOND VICE PRESIDENT-INDIVIDUAL CLIENT SERVICES*
    

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.

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.
- --------------------------------------------------------------------------------
                                                                     LLVL     31
<PAGE>
- --------------------------------------------------------------------------------

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

   
LORI S. GOHDE, VICE PRESIDENT-GROUP UNDERWRITING AND PLANNING*
Vice President-Group: Woodmen Accident & Life Co.
    

       

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

       

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

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.

       

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 ADMINISTRATION AND CLAIMS*
Also serves as an officer of a subsidiary of Ameritas Life Insurance Corp.

- --------------------------------------------------------------------------------
32     LLVL
<PAGE>
- --------------------------------------------------------------------------------
   
DALE K. 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 Ameritas Life
Insurance Corp.

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.

   
*    Principal business address:  Ameritas Life Insurance Corp, 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, Scottsdale Spectrum, 6730 N. Scottsdale Road, Suite 250,
     Scottsdale,   Arizona   85253;  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-USW  843-1,  P.O.  Box  311,  Mendham,
     New Jersey 07945-0311.
    

***  Where  an individual  as 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 Separate  Account is a party or to
which the assets of the Separate  Account are  subject.  ALIC is not involved in
any litigation that is of material importance in relation to its ability to meet
its obligations under the Policies, or that relates to the Separate Account. AIC
is not involved in any litigation that is of material  importance in relation to
its ability to perform under its underwriting agreement.
    
- --------------------------------------------------------------------------------
                                                                     LLVL     33
<PAGE>
- --------------------------------------------------------------------------------

EXPERTS

   
The consolidated  financial statements of ALIC as of December 31, 1997 and 1996,
and for each of the three years in the period ended  December 31, 1997 , and the
financial  statements of Separate  Account LLVL as of December 31, 1997, and for
the two years then  ended,  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 Separate Account, ALIC and the Policy offered hereby.
Statements  contained  in this  Prospectus  as to the contents of the Policy and
other legal  instruments  are summaries.  For a complete  statement of the terms
thereof reference is made to such instruments as filed.
    

FINANCIAL STATEMENTS

   
The financial statements of ALIC which are included in this Prospectus should be
considered only as bearing on the ability of ALIC to meet its obligations  under
the  Policies.  They  should not be  considered  as  bearing  on the  investment
performance of the assets held in the Separate Account.
    
- --------------------------------------------------------------------------------
34     LLVL
<PAGE>
- --------------------------------------------------------------------------------
                       This page left blank intentionally.

- --------------------------------------------------------------------------------
                                                                     LLVL     35
<PAGE>
- --------------------------------------------------------------------------------
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, 1997, and the related
statements of operations  and changes in net assets for each of the two years in
the period 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 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. Our procedures included
confirmation  of  securities  owned at December 31, 1997. An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion,  such financial  statements  present fairly, in all material
respects,  the financial  position of Ameritas  Life  Insurance  Corp.  Separate
Account  LLVL as of December  31, 1997,  and the results of its  operations  and
changes in its net assets for each of the two years in the period then ended, in
conformity with generally accepted accounting principles.



/s/Deloite & Touche LLP


Lincoln, Nebraska
February 2, 1998
- --------------------------------------------------------------------------------
36    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                              SEPARATE ACCOUNT LLVL
                              ---------------------
                             STATEMENT OF NET ASSETS
                             -----------------------
                                DECEMBER 31, 1997
                                -----------------

ASSETS

INVESTMENTS AT NET ASSET VALUE:

<S>                                                                             <C>
     VANGUARD VARIABLE INSURANCE FUND:
     ---------------------------------

         Money Market Portfolio -  7,218,268.940 shares at
           $1.0000 per share (cost $7,218,269)                                    $       7,218,269

         Equity Index Portfolio -  160,571.157 shares at
           $25.4215 per share (cost $3,376,563)                                           4,081,960

         Equity Income Portfolio -  81,200.304 shares at
           $18.7780 per share (cost $1,321,458)                                           1,524,779

         Growth Portfolio -  148,714.710 shares at
           $21.5954 per share (cost $2,919,979)                                           3,211,554

         Balanced Portfolio -  119,858.700 shares at
           $17.0016 per share (cost $1,955,975)                                           2,037,790

         High-Grade Bond Portfolio - 46,139.367 shares at
           $10.7030 per share (cost $480,683)                                               493,830

         International Portfolio - 159,524.666 shares at
           $12.8538 per share (cost $2,125,629)                                           2,050,498

         High Yield Bond Portfolio - 21,777.881 shares at
           $10.5909 per share (cost $227,636)                                               230,647

         Small Company Growth Portfolio - 34,377.906 shares at
           $10.9626 per share (cost $364,647)                                               376,871

     NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
     ---------------------------------------------

         Balanced Portfolio - 10,448.294 shares at
           $17.80 per share (cost $166,271)                                                 185,980

         Growth Portfolio - 21,832.699 shares at
           $30.54 per share (cost $563,170)                                                 666,771

         Partners Portfolio - 95,195.374 shares at
           $20.60 per share (cost $1,627,667)                                             1,961,025

         Limited Maturity Bond Portfolio - 4,291.165 shares at
           $14.12 per share (cost $59,021)                                                   60,591

     BERGER INSTITUTIONAL PRODUCTS TRUST:
     ------------------------------------

         100 Fund Portfolio - 1,781.412 shares at
           $11.11 per share (cost $21,607)                                                   19,791

         Small Company Growth Portfolio - 17,219.256 shares at
           $12.06 per share (cost $203,772)                                                 207,664
                                                                                    ----------------
                  NET ASSETS REPRESENTING EQUITY OF POLICYOWNERS                  $      24,328,020
                                                                                    ================








The accompanying notes are an integral part of these financial statements.
</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL    37
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                              SEPARATE ACCOUNT LLVL
                              ---------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------

                                                                                              VANGUARD VARIABLE INSURANCE FUND
                                                                               ----------------------------------------------------


                                                                                  MONEY MARKET     EQUITY INDEX     EQUITY INCOME
                                                                    TOTAL        PORTFOLIO (1)     PORTFOLIO (2)    PORTFOLIO (3)
                                                               ----------------  ---------------  ----------------  ---------------
                            1997
                            ----
<S>     <C>    <C>    <C>    <C>    <C>    <C>
INVESTMENT INCOME:
  Dividend distributions received                              $       462,801 $        245,562 $          47,557 $         24,444
  Mortality and expense risk charge                                    110,634           33,383            20,371            5,918
                                                               ----------------  ---------------  ----------------  ---------------
NET INVESTMENT INCOME(LOSS)                                            352,167          212,179            27,186           18,526
                                                               ----------------  ---------------  ----------------  ---------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
  Net realized gain(loss) on investments                               303,704             -----           33,570           22,916
  Net change in unrealized appreciation(depreciation)                1,466,662             -----          633,010          181,981
                                                               ----------------  ---------------  ----------------  ---------------
NET GAIN(LOSS) ON INVESTMENTS                                        1,770,366             -----          666,580          204,897
                                                               ----------------  ---------------  ----------------  ---------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $     2,122,533 $        212,179 $         693,766 $        223,423
                                                               ================  ===============  ================  ===============


                            1996
                            ----
<S>                                                        <C>                <C>              <C>                <C>   

INVESTMENT INCOME:
  Dividend distributions received                              $        34,810 $         32,053 $           ----- $          -----
  Mortality and expense risk charge                                     14,813            4,536             2,639              867
                                                               ----------------  ---------------  ----------------  ---------------
NET INVESTMENT INCOME(LOSS)                                             19,997           27,517            (2,639)            (867)
                                                               ----------------  ---------------  ----------------  ---------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
  Net realized gain(loss) on investments                                73,977             -----           12,616            6,453
  Net change in unrealized appreciation(depreciation)                  229,011             -----           72,387           21,339
                                                               ----------------  ---------------  ----------------  ---------------
NET GAIN(LOSS) ON INVESTMENTS                                          302,988             -----           85,003           27,792
                                                               ----------------  ---------------  ----------------  ---------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $       322,985 $         27,517 $          82,364 $         26,925
                                                               ================  ===============  ================  ===============



 (1) Commenced business 01/09/96            (6) Commenced business 02/12/96
 (2) Commenced business 01/31/96            (7) Commenced business 01/22/96
 (3) Commenced business 02/06/96            (8) Commenced business 03/10/97
 (4) Commenced business 01/22/96            (9) Commenced business 01/29/97
 (5) Commenced business 02/12/96








The accompanying notes are an integral part of these financial statements.
</TABLE>
- --------------------------------------------------------------------------------
38    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                  (CONTINUED)


                        VANGUARD VARIABLE INSURANCE FUND
- -----------------------------------------------------------------------------------------------------------
                                                                                                SMALL
                                        HIGH-GRADE                         HIGH YIELD          COMPANY
       GROWTH           BALANCED           BOND          INTERNATIONAL        BOND             GROWTH
    PORTFOLIO (4)     PORTFOLIO (5)    PORTFOLIO (6)     PORTFOLIO (7)    PORTFOLIO (8)     PORTFOLIO (9)
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------

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

$           24,821 $          62,554 $         17,945 $          24,884 $          7,800 $           1,148               
            13,622             8,857            2,094            10,213              670             1,158
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
            11,199            53,697           15,851            14,671            7,130               (10)
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------


            70,741            86,534             -----           19,354              254              -----
           269,256            73,173           12,105           (87,836)           3,011            12,224
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
           339,997           159,707           12,105           (68,482)           3,265            12,224
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
$          351,196 $         213,404 $         27,956 $         (53,811) $        10,395 $          12,214 
   ================  ================ ================  ================ ================  ================




$             ----- $           ----- $         2,757 $            ----- $          ----- $           ----- 
             1,524               964              316             1,479             -----             -----
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
            (1,524)             (964)           2,441            (1,479)            -----             -----
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------


            22,375            17,899             -----           14,166             -----             -----
            22,319             8,642            1,042            12,704             -----             -----
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
            44,694            26,541            1,042            26,870             -----             -----
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
$           43,170 $          25,577  $         3,483 $          25,391  $          ----- $           -----            
   ================  ================ ================  ================ ================  ================
</TABLE>
- --------------------------------------------------------------------------------
                                                                         LLVL 39
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         AMERITAS LIFE INSURANCE CORP.
                         -----------------------------
                              SEPARATE ACCOUNT LLVL
                              ---------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------

                                                                            NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
                                                                 -------------------------------------------------------------------
                                                                                                                         LIMITED
                                                                                                                        MATURITY
                                                                    BALANCED          GROWTH           PARTNERS           BOND
                                                                  PORTFOLIO (1)    PORTFOLIO (2)     PORTFOLIO (3)    PORTFOLIO (4)
                                                                 ---------------- ----------------  ---------------- ---------------
                             1997
                             ----
<S>                                                           <C>               <C>               <C>              <C>   
INVESTMENT INCOME:
  Dividend distributions received                              $           2,227 $           ----- $          1,903 $         1,514
  Mortality and expense risk charge                                        1,062            3,818             8,694             289
                                                                 ---------------- ----------------  ---------------- ---------------
NET INVESTMENT INCOME(LOSS)                                                1,165           (3,818)           (6,791)          1,225
                                                                 ---------------- ----------------  ---------------- ---------------

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
  Net realized gain(loss) on investments                                   5,717           34,617            29,308             ----
  Net change in unrealized appreciation(depreciation)                     16,398           83,104           267,038           1,122
                                                                 ---------------- ----------------  ---------------- ---------------
NET GAIN(LOSS) ON INVESTMENTS                                             22,115          117,721           296,346           1,122
                                                                 ---------------- ----------------  ---------------- ---------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $          23,280 $        113,903 $         289,555 $         2,347
                                                                 ================ ================  ================ ===============


                             1996
                             ----
INVESTMENT INCOME:
  Dividend distributions received                              $            ----- $          ----- $           ----- $          ----
  Mortality and expense risk charge                                          294              814             1,338              42
                                                                 ---------------- ----------------  ---------------- ---------------
NET INVESTMENT INCOME(LOSS)                                                 (294)            (814)           (1,338)            (42)
                                                                 ---------------- ----------------  ---------------- ---------------
REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
  Net realized gain(loss) on investments                                      92              253               115               8
  Net change in unrealized appreciation(depreciation)                      3,312           20,498            66,320             448
                                                                 ---------------- ----------------  ---------------- ---------------
NET GAIN(LOSS) ON INVESTMENTS                                              3,404           20,751            66,435             456
                                                                 ---------------- ----------------  ---------------- ---------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $           3,110  $        19,937  $         65,097  $          414 
                                                                 ================ ================  ================ ===============

     (1) Commenced business 01/31/96       (4) Commenced business 01/31/96
     (2) Commenced business 01/22/96       (5) Commenced business 06/11/97
     (3) Commenced business 02/06/96       (6) Commenced business 05/21/97










The accompanying notes are an integral part of these financial statements.
</TABLE>
- --------------------------------------------------------------------------------
40    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
            (CONTINUED)


   BERGER INSTITUTIONAL PRODUCTS TRUST
   ----------------------------------
                          SMALL
                         COMPANY
      100 FUND           GROWTH
    PORTFOLIO (5)     PORTFOLIO (6)
   ----------------  ----------------
<S>               <C>      
$              442 $            -----
                54               431
   ----------------  ----------------
               388              (431)
   ----------------  ----------------


               693              -----
            (1,816)            3,892
   ----------------  ----------------
            (1,123)            3,892
   ----------------  ----------------
$             (735) $          3,461
   ================  ================




$             ----- $           -----
              -----             -----
   ----------------  ----------------
              -----             -----
   ----------------  ----------------


              -----             -----
              -----             -----
   ----------------  ----------------
              -----             -----
   ----------------  ----------------
$             ----- $           -----
   ================  ================
</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL    41
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                              SEPARATE ACCOUNT LLVL
                              ---------------------
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------


                                                                                        VANGUARD VARIABLE INSURANCE FUND
                                                                                ---------------------------------------------------


                                                                                 MONEY MARKET     EQUITY INDEX      EQUITY INCOME
                                                                    TOTAL         PORTFOLIO (1)    PORTFOLIO (2)     PORTFOLIO (3)
                                                               ----------------  ---------------- ----------------  ----------------
                              1997
<S>                                                         <C>               <C>               <C>              <C>  
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net Investment income(loss)                                $         352,167 $         212,179 $         27,186 $          18,526 
  Net realized gain(loss) on investments                               303,704              -----          33,570            22,916
  Net change in unrealized appreciation(depreciation)                1,466,662              -----         633,010           181,981
                                                               ----------------  ---------------- ----------------  ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS       2,122,533           212,179          693,766           223,423
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS               16,472,031         5,731,104        2,039,686           984,196
                                                               ----------------  ---------------- ----------------  ----------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                              18,594,564         5,943,283        2,733,452         1,207,619
                                                               ----------------  ---------------- ----------------  ----------------
NET ASSETS AT JANUARY 1, 1997                                        5,733,456         1,274,986        1,348,508           317,160
                                                               ----------------  ---------------- ----------------  ----------------
NET ASSETS AT DECEMBER 31, 1997                              $      24,328,020 $       7,218,269 $      4,081,960 $       1,524,779 
                                                               ================  ================ ================  ================

                              1996
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS: 
  Net Investment income(loss)                                $          19,997 $          27,517 $         (2,639)$            (867)
  Net realized gain(loss) on investments                                73,977              -----          12,616             6,453
  Net change in unrealized appreciation(depreciation)                  229,011              -----          72,387            21,339
                                                               ----------------  ---------------- ----------------  ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS         322,984            27,517           82,364            26,925
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                5,410,471         1,247,469        1,266,144           290,235
                                                               ----------------  ---------------- ----------------  ----------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                               5,733,456         1,274,986        1,348,508           317,160
                                                               ----------------  ---------------- ----------------  ----------------
NET ASSETS AT JANUARY 1, 1996                                             -----             -----            -----             -----
                                                               ----------------  ---------------- ----------------  ----------------
NET ASSETS AT DECEMBER 31, 1996                              $       5,733,456 $       1,274,986 $      1,348,508 $         317,160 
                                                               ================  ================ ================  ================




   (1) Commenced business 01/09/96          (6) Commenced business 02/12/96 
   (2) Commenced business 01/31/96          (7) Commenced business 01/22/96  
   (3) Commenced business 02/06/96          (8) Commenced business 03/10/97 
   (4) Commenced business 01/22/96          (9) Commenced business 01/29/97
   (5) Commenced business 02/12/96







The accompanying notes are an integral part of these financial statements.
</TABLE>
- --------------------------------------------------------------------------------
42    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   (CONTINUED)



                                             VANGUARD VARIABLE INSURANCE FUND
   --------------------------------------------------------------------------------------------------------
                                                                                               SMALL
                                        HIGH-GRADE                         HIGH YIELD         COMPANY
       GROWTH           BALANCED           BOND          INTERNATIONAL        BOND            GROWTH
    PORTFOLIO (4)     PORTFOLIO (5)    PORTFOLIO (6)     PORTFOLIO (7)    PORTFOLIO (8)     PORTFOLIO (9)
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------

<S>     <C>    <C>    <C>    <C>    <C>    <C>
$           11,199 $          53,697 $         15,851 $          14,671 $          7,130 $             (10)
            70,741            86,534             -----           19,354              254              -----
           269,256            73,173           12,105           (87,836)           3,011            12,224
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
           351,196           213,404           27,956           (53,811)          10,395            12,214
         2,154,152         1,428,768          357,373         1,524,915          220,252           364,657
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
         2,505,348         1,642,172          385,329         1,471,104          230,647           376,871
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
           706,206           395,618          108,501           579,394             -----             -----
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
$        3,211,554 $       2,037,790 $        493,830 $       2,050,498 $        230,647 $         376,871 
   ================  ================ ================  ================ ================  ================



 $          (1,524)$            (964)$          2,441 $          (1,479)$           ----- $           -----
            22,375            17,899             -----           14,166             -----             -----
            22,319             8,642            1,042            12,704             -----             -----
   ----------------  ---------------- ----------------  ---------------------------------------------------
            43,170            25,577            3,483            25,391             -----             -----
           663,036           370,041          105,018           554,003             -----             -----
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
           706,206           395,618          108,501           579,394             -----             -----
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
              -----             -----            -----             -----             -----            -----
   ----------------  ---------------- ----------------  ---------------- ----------------  ----------------
$          706,206 $         395,618 $        108,501 $         579,394 $           ----- $           -----
   ================  ================ ================  ================ ================  ================
</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL    43
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                              SEPARATE ACCOUNT LLVL
                              ---------------------
                       STATEMENTS OF CHANGES IN NET ASSETS
                       -----------------------------------
                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
                 ----------------------------------------------


                                                                            NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
                                                               ---------------------------------------------------------------------
                                                                                                                      LIMITED
                                                                                                                      MATURITY
                                                                  BALANCED          GROWTH          PARTNERS            BOND
                                                                 PORTFOLIO (1)    PORTFOLIO (2)    PORTFOLIO (3)     PORTFOLIO (4)
                                                                 --------------  ---------------- ----------------  ----------------
                               1997
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
 <S>                                                          <C>             <C>               <C>              <C>    
  Net Investment income(loss)                                  $         1,165 $          (3,818)$         (6,791)$           1,225 
  Net realized gain(loss) on investments                                 5,717            34,617           29,308              -----
  Net change in unrealized appreciation(depreciation)                   16,398            83,104          267,038             1,122
                                                                 --------------  ---------------- ----------------  ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS          23,280           113,903          289,555             2,347
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                   74,276           228,396        1,107,185            32,342
                                                                 --------------  ---------------- ----------------  ----------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                  97,556           342,299        1,396,740            34,689
                                                                 --------------  ---------------- ----------------  ----------------
NET ASSETS AT JANUARY 1, 1997                                           88,424           324,472          564,285            25,902
                                                                 --------------  ---------------- ----------------  ----------------
NET ASSETS AT DECEMBER 31, 1997                                $       185,980 $         666,771 $      1,961,025 $          60,591 
                                                                 ==============  ================ ================  ================

                               1996
INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS:
  Net Investment income(loss)                                  $          (294)$            (814)$         (1,338)$             (42)
  Net realized gain(loss) on investments                                    92               253              115                 8
  Net change in unrealized appreciation(depreciation)                    3,312            20,498           66,320               448
                                                                 --------------  ---------------- ----------------  ----------------
NET INCREASE(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS           3,110            19,937           65,097               414
NET INCREASE(DECREASE) FROM POLICYHOLDER TRANSACTIONS                   85,314           304,535          499,188            25,488
                                                                 --------------  ---------------- ----------------  ----------------
TOTAL INCREASE(DECREASE) IN NET ASSETS                                  88,424           324,472          564,285            25,901
                                                                 --------------  ---------------- ----------------  ----------------
NET ASSETS AT JANUARY 1, 1996                                             -----             -----            -----             -----
                                                                 --------------  ---------------- ----------------  ----------------
NET ASSETS AT DECEMBER 31, 1996                                $        88,424 $         324,472 $        564,285 $          25,901 
                                                                 ==============  ================ ================  ================



     (1) Commenced business 01/31/96              (4) Commenced business on 01/31/96
     (2) Commenced business 01/22/96              (5) Commenced business on 06/11/97
     (3) Commenced business 02/06/96              (6) Commenced business on 05/21/97








The accompanying notes are an integral part of these financial statements.
</TABLE>
- --------------------------------------------------------------------------------
44 LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                  (CONTINUED)



BERGER INSTITUTIONAL PRODUCTS TRUST
- -------------------------------------
                        SMALL
                       COMPANY
    100 FUND           GROWTH
    PORTFOLIO (5)     PORTFOLIO (6)
   ----------------  ----------------

<S>               <C>   
$              388 $            (431)
               693              -----
            (1,816)            3,892
   ----------------  ----------------
              (735)            3,461
            20,526           204,203
   ----------------  ----------------
            19,791           207,664
   ----------------  ----------------
              -----             -----
   ================  ================
$           19,791 $         207,664
   ================  ================



$             -----$            -----
              -----             -----
              -----             -----
   ----------------  ----------------
              -----             -----
              -----             -----
   ----------------  ----------------
              -----             -----
   ----------------  ----------------
              -----             -----
   ----------------  ----------------
$             -----$            -----
   ================  ================
</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL    45
<PAGE>
- --------------------------------------------------------------------------------
                       This page left blank intentionally
- --------------------------------------------------------------------------------
46    LLVL
<PAGE>
- --------------------------------------------------------------------------------
                         AMERITAS LIFE INSURANCE CORP.
                         -----------------------------
                             SEPARATE ACCOUNT LLVL
                             ---------------------
                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------



1.  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. The assets of the Account are
held by Ameritas Life  Insurance  Corp.  (ALIC) and are  segregated  from all of
ALIC's other assets.

The Account is registered under the Investment  Company Act of 1940, as amended,
as a unit investment trust. At December 31, 1997, there are fifteen  subaccounts
within the  Account.  Nine 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 diversified  open-end  management
investment company managed by Neuberger & Berman Management Incorporated. Two of
the  subaccounts  invest  only  in  a  corresponding  Portfolio  of  the  Berger
Institutional   Products  Trust  which  is  a  diversified  open-end  management
investment company managed by Berger Associates. 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, and the value of the policyowners' units corresponds to the Account's
investment in the underlying subaccounts.

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.

VALUATION OF INVESTMENTS
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.

FEDERAL AND STATE TAXES
The  operations of the Account are included in the federal  income tax return of
ALIC,  which is taxed as a life  insurance  company  under the Internal  Revenue
Code.  ALIC has the right to charge the  Account any federal  income  taxes,  or
provision  for federal  income  taxes,  attributable  to the  operations  of the
Account or to the policies funded in the Account.  Currently, ALIC does not make
a charge for income or other taxes.  Charges for state and local taxes,  if any,
attributable to the Account may also be made.


2.  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  policyowner,  including  the Fixed
Account option which is not reflected in this separate account.

- --------------------------------------------------------------------------------
                                                                      LLVL    47
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                              SEPARATE ACCOUNT LLVL
                              ---------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------



3.  SHARES OWNED
- ----------------

The Account  invests in shares of mutual funds.  Share activity and total shares
owned are as follows:



                                                                   VANGUARD VARIABLE INSURANCE FUND
                                        --------------------------------------------------------------------------------------

                                     <S>                 <C>              <C>               <C>              <C>    
                                         MONEY MARKET     EQUITY INDEX     EQUITY INCOME        GROWTH          BALANCED
                                         PORTFOLIO (1)    PORTFOLIO (2)     PORTFOLIO (3)     PORTFOLIO (4)    PORTFOLIO (5)
                                        ----------------  ---------------  ----------------  ---------------- ----------------

Shares owned at January 1, 1997           1,274,985.810       68,977.369        21,723.303        39,921.198       26,356.946
Shares acquired                          33,061,438.440      132,217.038        71,066.379       135,646.593      103,263.991
Shares disposed                          27,118,155.310       40,623.250        11,589.378        26,853.081        9,762.237
                                        ----------------  ---------------  ----------------  ---------------- ----------------
Shares owned at December 31, 1997         7,218,268.940      160,571.157        81,200.304       148,714.710      119,858.700
                                        ================  ===============  ================  ================ ================



Shares owned at January 1, 1996                    -----            -----             -----             -----            -----
Shares acquired                           6,549,300.150       81,127.644        25,593.798        43,455.725       27,155.684
Shares disposed                           5,274,314.340       12,150.275         3,870.495         3,534.527          798.738
                                        ----------------  ---------------  ----------------  ---------------- ----------------
Shares owned at December 31, 1996         1,274,985.810       68,977.369        21,723.303        39,921.198       26,356.946
                                        ================  ===============  ================  ================ ================



          (1) Commenced business 01/09/96               (8) Commenced business  03/10/97
          (2) Commenced business 01/31/96               (9) Commenced business  01/29/97
          (3) Commenced business 02/06/96               (10) Commenced business 01/31/96
          (4) Commenced business 01/22/96               (11) Commenced business 01/22/96
          (5) Commenced business 02/12/96               (12) Commenced business 02/06/96
          (6) Commenced business 02/12/96               (13) Commenced business 01/31/96
          (7) Commenced business 01/22/96
</TABLE>
- --------------------------------------------------------------------------------
48    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   (CONTINUED)








           VANGUARD VARIABLE INSURANCE FUND                                 NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
- ---------------------------------------------------------------  ------------------------------------------------------------------
                                                    SMALL                                                                LIMITED
  HIGH-GRADE                    HIGH-YIELD         COMPANY                                                              MATURITY
     BOND      INTERNATIONAL       BOND            GROWTH            BALANCED        GROWTH           PARTNERS           BOND
 PORTFOLIO (6) PORTFOLIO (7)    PORTFOLIO (8)     PORTFOLIO (9)   PORTFOLIO (10) PORTFOLIO (11)    PORTFOLIO (12)   PORTFOLIO (13)
- -------------  -------------  ---------------  ----------------  -------------- ----------------  ---------------- ----------------
 <S>          <C>                <C>               <C>            <C>               <C>               <C>               <C>

  10,402.808     45,478.330             -----             -----      5,554.279       12,586.203        34,240.606        1,843.518
  48,976.148    175,097.691       57,152.830        58,091.174       7,945.804       20,902.519        87,117.912        7,782.264
  13,239.589     61,051.355       35,374.949        23,713.268       3,051.789       11,656.023        26,163.144        5,334.617
- -------------  -------------  ---------------  ----------------  -------------- ----------------  ---------------- ----------------
  46,139.367    159,524.666       21,777.881        34,377.906      10,448.294       21,832.699        95,195.374        4,291.165
=============  =============  ===============  ================  ============== ================  ================ ================



        -----          -----            -----             -----           -----            -----             -----            -----
  16,079.128     54,688.548             -----             -----      5,783.296       13,583.830        40,372.867        2,210.932
   5,676.320      9,210.218             -----             -----        229.017          997.627         6,132.261          367.414
- -------------  -------------  ---------------  ----------------  -------------- ----------------  ---------------- ----------------
  10,402.808     45,478.330             -----             -----      5,554.279       12,586.203        34,240.606        1,843.518
=============  =============  ===============  ================  ============== ================  ================ ================
</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL    49
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                              SEPARATE ACCOUNT LLVL
                              ---------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


3.  SHARES OWNED (CONTINUED)
- ----------------------------

The Account  invests in shares of mutual funds.  Share activity and total shares
owned are as follows:



                                      BERGER INSTITUTIONAL PRODUCTS TRUST
                                      -------------------------------------
                                                              SMALL
                                                             COMPANY
                                         100 FUND             GROWTH
                                       PORTFOLIO (1)      PORTFOLIO (2)
                                      ----------------  -------------------
<S>                                        <C>                 <C>    
Shares owned at January 1, 1997                  -----                -----
Shares acquired                             2,859.270           38,912.582
Shares disposed                             1,077.858           21,693.326
                                      ----------------  -------------------
Shares owned at December 31, 1997           1,781.412           17,219.256
                                      ================  ===================



Shares owned at January 1, 1996                  -----                -----
Shares acquired                                  -----                -----
Shares disposed                                  -----                -----
                                      ----------------  -------------------
Shares owned at December 31, 1996                -----                -----
                                      ================  ===================




                                      (1)  Commenced business 06/11/97
                                      (2)  Commenced business 05/21/97
</TABLE>
- --------------------------------------------------------------------------------
50    LLVL
<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, 1997 and 1996, and the
related  statements of operations,  equity, and cash flows for each of the three
years in the period ended December 31, 1997. 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,  1997 and 1996,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.



/s/Deloitte & Touche LLP


Lincoln, Nebraska
February 2, 1998
- --------------------------------------------------------------------------------
                                                                      LLVL    51
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                 (in thousands)

                                                                                                DECEMBER 31
                                                                                      ----------------------------
                                         ASSETS                                           1997             1996
                                                                                      -----------      -----------
Investments:
    <S>                                                                            <C>               <C>       
     Fixed maturity securities held to maturity (fair value $792,856 - 1997,         $    754,581     $    775,875    
      $798,991 - 1996)
     Fixed maturity securities available for sale (amortized cost $462,831 -
       1997, $408,467 - 1996)                                                             479,990          415,705
     Equity securities (cost $59,383 - 1997, $43,079 - 1996)                              108,744           75,215
     Mortgage loans on real estate                                                        228,709          226,776
     Loans on insurance policies                                                           70,638           68,017
     Real estate, less accumulated depreciation ($18,324 - 1997, $11,589 -                 43,085           33,636
       1996)
     Other investments                                                                     33,971           46,295
     Short-term investments                                                                   655            1,541
                                                                                      ------------    ------------
                      Total investments                                                 1,720,373        1,643,060
Cash and cash equivalents                                                                  83,139           77,142
Accrued investment income                                                                  25,186           25,176
Deferred policy acquisition costs                                                         164,564          146,405
Property and equipment, less accumulated depreciation ($29,199  - 1997,
     $29,910 - 1996)                                                                       20,191           17,532
Other assets                                                                               16,668           13,453
Separate accounts                                                                       1,437,165        1,037,359
                                                                                      ------------     ------------
                                         Total                                       $  3,467,286     $  2,960,127     
                                                                                      ============     ============

                                 LIABILITIES AND EQUITY
Policy and contract reserves                                                         $    364,168     $    367,614
Policy and contract claims                                                                 27,467           21,420
Accumulated contract values                                                             1,039,938        1,007,734
Unearned policy charges                                                                    13,177           13,492
Unearned reinsurance ceded allowance                                                        1,763            1,252
Federal income taxes--
     Current                                                                                  339            9,351
     Deferred                                                                              46,236           36,083
Dividends payable                                                                          10,134           10,317
Other liabilities                                                                          41,467           35,532
Separate accounts                                                                       1,436,677        1,037,359
                                                                                      ------------     ------------
                      Total Liabilities                                                 2,981,366        2,540,154
                                                                                      ------------     ------------    

Commitments and contingencies

Minority interest in subsidiary                                                            24,483           20,809

Policyowners' contingency reserves                                                        419,797          373,923
Net unrealized investment gain                                                             41,640           25,241
                                                                                      ------------     ------------    
                      Total Equity                                                        461,437          399,164
                                                                                      ------------     ------------    
                                         Total                                       $  3,467,286     $  2,960,127     
                                                                                      ============     ============


The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
- --------------------------------------------------------------------------------
52    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                 (in thousands)

                                                                                          YEARS ENDED DECEMBER 31
                                                                             -----------------------------------------------
                                                                                  1997              1996             1995
                                                                             ----------------  ---------------  ------------
INCOME:
Insurance revenues:
     Premiums:
      <S>                                                                 <C>           <C>              <C> 
       Life insurance                                                      $           26,794  $        26,855   $    30,857
       Accident and health insurance                                                  181,952          163,557       163,659
     Contract charges                                                                  57,199           49,667        38,629
     Reinsurance, net                                                                  (1,037)          (6,205)       (5,559)
     Reinsurance ceded allowance                                                        2,475            1,746         1,446
Investment revenues:
     Investment income, net                                                           137,744          126,862       124,549
     Realized gains, net                                                               10,295           13,103         4,471
Other                                                                                  14,987            8,961         6,936
                                                                              ----------------  ---------------  ------------
                                                                                      430,409          384,546       364,988
                                                                              ----------------  ---------------  ------------
BENEFITS AND EXPENSES:
Policy benefits:
     Death benefits                                                                    20,710           18,402        17,072
     Surrender benefits                                                                10,084           10,708         9,401
     Accident and health benefits                                                     130,908          112,005       112,935
     Interest credited                                                                 66,788           65,494        64,598
     Increase (decrease) in policy and contract reserves                               (3,307)          (5,060)          959
     Other                                                                             13,589           12,849        13,265
Sales and operating expenses                                                           90,737           77,086        70,414
Amortization of deferred policy acquisition costs                                      16,441           16,790         9,405
                                                                              ----------------   --------------  ------------
                                                                                      345,950          308,274       298,049
                                                                              ----------------   --------------  ------------
INCOME BEFORE DIVIDENDS, FEDERAL INCOME TAXES AND MINORITY
     INTEREST IN EARNINGS OF SUBSIDIARY                                                84,459           76,272        66,939

Dividends appropriated for policyowners                                                10,158           10,367        10,543
                                                                              ----------------   --------------  ------------
INCOME BEFORE FEDERAL INCOME TAXES AND MINORITY INTEREST IN
     EARNINGS OF SUBSIDIARY                                                            74,301           65,905        56,396
  
Income taxes - current                                                                 26,401           29,081        16,954
Income taxes - deferred                                                                    39           (1,560)          694
   Total federal income taxes                                                 ----------------   --------------  ------------     
                                                                                       26,440           27,521        17,648
                                                                              ----------------   --------------  ------------

INCOME BEFORE MINORITY INTEREST IN EARNINGS OF SUBSIDIARY                              47,861           38,384        38,748

Minority interest in earnings of subsidiary                                            (1,987)          (1,259)            -
                                                                              ----------------   --------------  ------------
NET INCOME                                                                  $          45,874  $        37,125  $     38,748
                                                                              ================   ==============  ============



The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL    53
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                        AMERITAS LIFE INSURANCE CORP.
                        -----------------------------
                        CONSOLIDATED STATEMENTS OF EQUITY
                        ---------------------------------
                                 (IN THOUSANDS)




                                                                POLICYOWNERS'     NET UNREALIZED
                                                                 CONTINGENCY        INVESTMENT            TOTAL
                                                                  RESERVES          GAIN/(LOSS)           EQUITY
                                                               ----------------   ----------------    ---------------
<S>                                                         <C>                 <C>                <C>    
BALANCE, January 1, 1995                                     $          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

Net unrealized investment gains, net                                          -             16,557             16,557

Minority interest in net unrealized investment
  gains, net                                                                  -               (158)              (158)

Net income                                                               45,874                  -             45,874
                                                               ----------------   ----------------    ---------------

BALANCE, December 31, 1997                                   $          419,797 $           41,640  $         461,437
                                                               ================   ================    ===============


















The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
- --------------------------------------------------------------------------------
54    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                        AMERITAS LIFE INSURANCE CORP.
                        -----------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                 (in thousands)


                                                                                           YEARS ENDED DECEMBER 31
                                                                               -------------------------------------------------
                                                                                   1997             1996              1995
                                                                               --------------   --------------    --------------
OPERATING ACTIVITIES
- --------------------
<S>                                                                        <C>           <C>               <C>  
Net income                                                                  $         45,874  $         37,125  $         38,748
Adjustments to reconcile net income to net cash
  from operating activities:
                 Depreciation and amortization                                         5,275            4,231             4,346
                 Amortization of deferred policy acquisition costs                    16,441           16,790             9,405
                 Policy acquisition costs deferred                                   (36,117)         (30,611)          (20,954)
                 Interest credited to contract values                                 66,788           65,494            64,598
                 Amortization of discounts or premiums                                (1,747)          (1,513)           (1,630)
                 Net realized gains on investment transactions                       (10,295)         (13,103)           (4,471)
                 Deferred income taxes                                                    39           (1,560)              694
                 Minority interest in earnings of subsidiary                           1,987            1,259                 -
                 Change in assets and liabilities:
                   Accrued investment income                                             (10)          (1,071)            1,088
                   Other assets                                                       (3,239)          (1,372)           (1,583)
                   Policy and contract reserves                                       (3,446)           2,266             1,001
                   Policy and contract claims                                          6,047            2,538              (506)
                   Unearned policy charges                                              (315)          (2,141)             (657)
                   Unearned reinsurance ceded allowance                                  511              373               103
                   Federal income taxes payable - current                             (7,977)           1,300            (1,698)
                   Dividends payable                                                    (183)            (111)              100
                   Other liabilities                                                   6,509            5,445              (911)
                                                                               --------------   --------------    --------------
Net cash from operating activities                                                    86,142           85,339            87,673
                                                                               --------------   --------------    --------------

INVESTING ACTIVITIES
- --------------------
Purchase of investments:
                 Fixed maturity securities held to maturity                          (39,522)        (122,182)         (105,019)
                 Fixed maturity securities available for sale                       (115,864)         (40,572)          (40,468)
                 Equity securities                                                   (29,432)         (19,925)          (13,017)
                 Mortgage loans on real estate                                       (56,251)         (57,248)          (28,841)
                 Real estate                                                          (1,676)            (642)             (589)
                 Short-term investments                                               (2,124)          (5,844)          (14,884)
                 Other investments                                                    (6,026)         (23,073)          (12,569)
Proceeds from sale of investments:
                 Fixed maturity securities available for sale                         16,419            4,774             2,919
                 Equity securities - unaffiliated                                     19,914           18,676            13,167
                 Equity securities - affiliated                                            -              190                 -
                 Real estate                                                           1,723              951               737
                 Other investments                                                       649            7,949             7,828












The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
- --------------------------------------------------------------------------------
LLVL    55
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                 (in thousands)


                                                                                           YEARS ENDED DECEMBER 31
                                                                               -----------------------------------------------
                                                                                   1997              1996              1995
                                                                               --------------   --------------    ------------
INVESTING ACTIVITIES (CONTINUED)
- --------------------------------
Proceeds from maturities or repayment of investments:
                <S>                                                        <C>               <C>               <C>   
                 Fixed maturity securities held to maturity                 $         68,069     $     71,317     $   102,794
                 Fixed maturity securities available for sale                         45,942           36,519          15,868
                 Mortgage loans on real estate                                        49,750           34,594          25,120
                 Real estate                                                               -                -             219
                 Other investments                                                     6,278           15,106           4,955
                 Short-term investments                                                3,050           16,571           4,022
Purchase of property and equipment                                                    (5,413)          (3,711)         (1,803)
Proceeds from sale of property and equipment                                              45               78              99
Net change in loans on insurance policies                                             (2,622)           1,252             310
                                                                               --------------   --------------    ------------
Net cash from investing activities                                                   (47,091)         (65,220)        (39,152)
                                                                               --------------   --------------    ------------

FINANCING ACTIVITIES
- --------------------
Contribution for minority interest in subsidiary                                       1,530           22,445               -
Net change in accumulated contract values                                            (34,584)         (47,186)        (17,286)
                                                                               --------------   --------------    ------------
Net cash from financing activities                                                   (33,054)         (24,741)        (17,286)
                                                                               --------------   --------------    ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       5,997           (4,622)         31,235

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      77,142           81,764          50,529

                                                                               --------------   --------------    ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                  $         83,139     $     77,142    $     81,764
                                                                               ==============   ==============    ============

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes                                                  $         34,397     $     27,748    $     18,652
























The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
- --------------------------------------------------------------------------------
56    LLVL
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (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 and Pathmark  Assurance  Company.  The
Company is also a 66% owner of AMAL  Corporation  (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,  includes 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 equity 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.

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

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.

- --------------------------------------------------------------------------------
                                                                      LLVL    57
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)

                                   (continued)

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

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  primarily include investments in venture capital partnerships
and real  estate  joint  ventures  accounted  for using the equity  method,  and
securities owned by the broker dealer subsidiary  valued at fair value.  Changes
in the fair value of the  securities  owned by the broker dealer are included in
investment income.

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 an
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 a
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 alternative 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.

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.

- --------------------------------------------------------------------------------
58    LLVL
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

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

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 policy acquisition costs is as follows:
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31
                                                                      -------------------------------------------
                                                                           1997           1996            1995
- -----------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>              <C>             <C>    
Beginning balance                                                     $      146,405    $   130,420     $ 126,619
Acquisition costs deferred                                                    36,117         30,611        20,954
Amortization of deferred policy acquisition costs                            (16,441)       (16,790)       (9,405)
Adjustment for unrealized investment (gain)/loss                              (1,517)         2,164        (7,748)
- ------------------------------------------------------------------------------------------------------------------
Ending balance                                                        $      164,564    $   146,405     $ 130,420
- ------------------------------------------------------------------------------------------------------------------
</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.

- --------------------------------------------------------------------------------
                                                                      LLVL    59
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (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:


                                                                                          YEARS ENDED DECEMBER 31
                                                                                 ----------------------------------------
                                                                                       1997          1996        1995
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>           <C>           <C>   
Fixed maturity securities held to maturity                                         $    59,700    $   59,366   $  58,937
Fixed maturity securities available for sale                                            32,605        30,039      30,160
Equity securities                                                                        1,899         1,571       1,508
Mortgage loans on real estate                                                           19,866        19,376      17,948
Real estate                                                                             12,317         9,699       9,644
Loans on insurance policies                                                              4,341         4,265       4,290
Other investments                                                                       15,494         8,572       6,906
Short-term investments and cash and cash equivalents                                     4,266         5,069       5,083
- -------------------------------------------------------------------------------------------------------------------------
   Gross investment income                                                             150,488       137,957     134,476
Investment expenses                                                                     12,744        11,095       9,927
- -------------------------------------------------------------------------------------------------------------------------
   Net investment income                                                            $  137,744    $  126,862   $ 124,549
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
60    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)


2.  INVESTMENTS (CONTINUED)
- ---------------------------
Net pretax realized investment gains (losses) were as follows:


                                                                                          YEARS ENDED DECEMBER 31
                                                                                 ---------------------------------------
                                                                                       1997          1996        1995
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>            <C>           <C> 
Net gains (losses) on disposals, including calls, of investments
   Fixed maturity securities held to maturity                                      $    1,059     $      237    $ 2,944
   Fixed maturity securities available for sale                                           494            802        175
   Equity securities                                                                    6,787         11,439      1,131
   Mortgage loans on real estate                                                          959             66        138
   Real estate                                                                            502            136        224
   Other                                                                                  564            503        (91)
- ------------------------------------------------------------------------------------------------------------------------
                                                                                       10,365         13,183      4,521
- ------------------------------------------------------------------------------------------------------------------------
Provisions for losses on investments
   Mortgage loans on real estate                                                          (20)           (80)       (50)
   Real estate                                                                            (50)             --         --
- ------------------------------------------------------------------------------------------------------------------------
Net pretax realized investment gains                                               $   10,295       $  13,103   $ 4,471
- ------------------------------------------------------------------------------------------------------------------------


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


                                                                                        YEAR ENDED DECEMBER 31, 1997
                                                                                  --------------------------------------
                                                                                      Proceeds      Gains        Losses
- ------------------------------------------------------------------------------------------------------------------------
Fixed maturity securities available for sale                                        $    16,419  $     161     $      8
Equity securities                                                                        19,914      7,725          938
- ------------------------------------------------------------------------------------------------------------------------
                                                                                    $    36,333  $   7,886     $    946
- ------------------------------------------------------------------------------------------------------------------------



                                                                                        YEAR ENDED DECEMBER 31, 1996
                                                                                   -------------------------------------
                                                                                      Proceeds      Gains        Losses
- ------------------------------------------------------------------------------------------------------------------------
Fixed maturity securities available for sale                                        $    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 available for sale                                        $    2,919   $      --    $      66
Equity securities                                                                       13,167       2,601        1,470
- ------------------------------------------------------------------------------------------------------------------------
                                                                                    $   16,086   $   2,601    $   1,536
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL    61
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                         AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

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

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


                                                                                      DECEMBER 31, 1997
                                                                   ------------------------------------------------------
                                                                                       GROSS UNREALIZED    
                                                                     AMORTIZED    --------------------------     FAIR
                                                                       COST            GAINS     LOSSES          VALUE
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>         <C>       <C>   
 Fixed maturity securities held to maturity
  U.S. Corporate                                                   $    448,344     $  23,764  $    423   $      471,685
  Mortgage-backed                                                       147,741         6,523        14          154,250
  U.S. Treasury securities and obligations of
     U.S. government agencies                                            82,107         5,764         --          87,871
  Foreign                                                                76,389         2,769       108           79,050
- -------------------------------------------------------------------------------------------------------------------------
     Total fixed maturity securities held to maturity                   754,581        38,820       545          792,856
- -------------------------------------------------------------------------------------------------------------------------
Fixed maturity securities available for sale
  U.S. Corporate                                                        282,265        11,742       280          293,727
  Mortgage-backed                                                        86,370         1,957       165           88,162
  Asset-backed                                                            7,997           169         --           8,166
  U.S. Treasury securities and obligations of
     U.S. government agencies                                            67,342         3,455       242           70,555
  Foreign                                                                18,857           524         1           19,380
- -------------------------------------------------------------------------------------------------------------------------
     Total fixed maturity securities available for sale                 462,831        17,847       688          479,990
- -------------------------------------------------------------------------------------------------------------------------
  Equity securities                                                      59,383        49,893       532          108,744
  Short-term investments                                                    655             --        --             655
- -------------------------------------------------------------------------------------------------------------------------
     Total available for sale securities                                522,869        67,740     1,220          589,389
- -------------------------------------------------------------------------------------------------------------------------
        Total                                                      $  1,277,450     $ 106,560   $ 1,765   $    1,382,245
- -------------------------------------------------------------------------------------------------------------------------
The December 31, 1997,  equity  balance was  increased by $16,557  (including an
increase in the carrying value of the securities of $27,152, decreased by $1,517
of related  adjustments  to  deferred  acquisition  costs and $9,078 in deferred
income taxes) to reflect the net 1997 unrealized  gain on securities  classified
as available for sale previously carried at amortized cost.
</TABLE>
- --------------------------------------------------------------------------------
62    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

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

                                                                                      DECEMBER 31, 1996
                                                                   ----------------------------------------------------
                                                                                       GROSS UNREALIZED    
                                                                     AMORTIZED    --------------------------     FAIR
                                                                       COST            GAINS     LOSSES          VALUE
- -----------------------------------------------------------------------------------------------------------------------
<S>     <C>    <C>    <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 investments                                                 1,541           --         --           1,541
- ------------------------------------------------------------------------------------------------------------------------
      Total available for sale securities                               453,087       45,324      5,950         492,461
- ------------------------------------------------------------------------------------------------------------------------
         Total                                                    $   1,228,962   $   73,355  $  10,865   $   1,291,452
- ------------------------------------------------------------------------------------------------------------------------

The December  31,  1996,  equity  balance was  decreased by $6,446  (including 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.

The amortized  cost and fair value of fixed  maturity  securities by contractual
maturity at December 31, 1997, 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.


                                                                     AVAILABLE FOR SALE                     HELD TO MATURITY
                                                              ---------------------------------------------------------------------
                                                                  AMORTIZED            FAIR             AMORTIZED            FAIR
                                                                     COST              VALUE               COST              VALUE
- -----------------------------------------------------------------------------------------------------------------------------------
Due in one year or less                                        $    22,495     $       22,560      $      15,437     $      15,620
Due after one year through five years                              122,517            127,006            122,983           128,111
Due after five years through ten years                             169,090            174,075            327,442           343,013
Due after ten years                                                 54,362             68,018            140,978           151,862
Mortgage-backed and asset-backed securities                         94,367             88,331            147,741           154,250
- -----------------------------------------------------------------------------------------------------------------------------------
   Total                                                      $    462,831     $      479,990     $      754,581     $     792,856
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
LLVL    63
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>               
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

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

The items that give rise to deferred  tax assets and  liabilities  relate to the following:


                                                                                              YEARS ENDED DECEMBER 31
                                                                                           -----------------------------
                                                                                                   1997            1996
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>              <C>  
Net unrealized investment gains                                                             $     29,569     $    20,116
Equity in subsidiaries                                                                             9,992           7,905
Deferred policy acquisition costs                                                                 47,713          43,247
Prepaid expenses                                                                                   3,246           2,373
Other                                                                                              2,327           2,234
- -------------------------------------------------------------------------------------------------------------------------
Gross deferred tax liability                                                                      92,847          75,875
- -------------------------------------------------------------------------------------------------------------------------
Future policy and contract benefits                                                               30,593          24,386
Deferred future revenues                                                                           6,091           6,126
Policyowner dividends                                                                              3,547           3,610
Pension and postretirement benefits                                                                2,715           2,643
Other                                                                                              3,665           3,027
- -------------------------------------------------------------------------------------------------------------------------
Gross deferred tax asset                                                                          46,611          39,792
- -------------------------------------------------------------------------------------------------------------------------
   Net deferred tax liability                                                               $     46,236      $   36,083
- -------------------------------------------------------------------------------------------------------------------------

The difference between the U.S. federal income tax rate and the consolidated tax provision rate is summarized as
follows:


                                                                                             YEARS ENDED DECEMBER 31
                                                                               ------------------------------------------
                                                                                    1997            1996            1995
- -------------------------------------------------------------------------------------------------------------------------
Federal statutory tax rate                                                         35.0 %          35.0 %         35.0 %
Equity in subsidiaries                                                              2.4             1.2            1.0
Surplus tax                                                                        (2.7)            7.1           (5.2)
Other                                                                               0.9            (1.5)           0.5
- -------------------------------------------------------------------------------------------------------------------------
   Effective tax rate                                                              35.6 %          41.8 %         31.3 %
- -------------------------------------------------------------------------------------------------------------------------
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.
</TABLE>
- --------------------------------------------------------------------------------
64    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

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

Periodic pension expense for the Company included the following components:


                                                                                           YEARS ENDED DECEMBER 31
                                                                              ---------------------------------------------
                                                                                   1997             1996             1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>            <C>   
Service cost - benefits earned during the year                                 $   1,408      $     1,223    $       1,349
Interest cost on projected benefit obligation                                      1,496            1,866            1,894
Actual return on plan assets                                                      (3,329)          (2,817)          (2,844)
Net amortization and deferral                                                      1,836              932            1,148
- ---------------------------------------------------------------------------------------------------------------------------
   Net periodic pension expense                                                $   1,411      $     1,204     $      1,547
- ---------------------------------------------------------------------------------------------------------------------------

The following table sets forth the funded status of the Company's plans:

                                                                                                       DECEMBER 31
                                                                                           --------------------------------
                                                                                                   1997             1996
- ---------------------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation
   Vested                                                                                   $       15,184 $        13,173
   Nonvested                                                                                         1,099             323
Effect of projected future compensation increases                                                    6,949           5,761
- ---------------------------------------------------------------------------------------------------------------------------
Projected benefit obligation                                                                        23,232          19,257
Plan assets at fair value                                                                           24,271          20,153
- ---------------------------------------------------------------------------------------------------------------------------
Plan assets in excess of projected benefit obligation                                                1,039             896
Unrecognized net loss                                                                                 (875)         (1,159)
Unrecognized transition obligation                                                                   1,236           1,331
- ---------------------------------------------------------------------------------------------------------------------------
   Net pension asset                                                                        $        1,400 $         1,068
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>  
The projected  benefit  obligation was determined using an assumed discount rate
of  7.25%  and 7.5% for 1997  and  1996,  respectively,  and a  weighted-average
assumed  long-term rate of compensation  increase of 4.5% for 1997 and 1996. The
assumed long-term rate of return on plan assets was 8.0% for 1997 and 1996.

The  Company  has  generally  funded  annually  the  maximum  allowed  under IRS
regulations.  The Company made contributions  totaling $1,744 in 1997, $1,600 in
1996, and $1,500 in 1995.

The Company's  employees  and agents also  participate  in defined  contribution
plans that cover  substantially  all  full-time  employees  and agents.  Company
contributions were $868 in 1997 and $800 in both 1996 and 1995.

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.

- --------------------------------------------------------------------------------
                                                                      LLVL    65
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

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

The  Company  has  adopted  a  401(h)  plan to fund its  postretirement  benefit
obligation.  Funding  of $425,  $440 and $300 was made in 1997,  1996 and  1995,
respectively.  The accumulated postretirement benefit obligation and the accrued
postretirement benefit liability were as follows:


                                                                                                       DECEMBER 31
                                                                                            ---------------------------
                                                                                                   1997           1996
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>            <C>   
Retirees                                                                                    $     2,145    $      2,451
Fully eligible active plan participants                                                             462             396
Other active plan participants                                                                    1,891           1,899
- ------------------------------------------------------------------------------------------------------------------------
   Accumulated postretirement benefit obligation                                                  4,498           4,746
Plan assets                                                                                      (1,767)         (1,252)
Unrecognized gain                                                                                 1,516           1,040
- ------------------------------------------------------------------------------------------------------------------------
   Accrued postretirement benefit liability                                                 $     4,247    $      4,534
- ------------------------------------------------------------------------------------------------------------------------

Net periodic postretirement benefit costs consisted of the following components:


                                                                                         YEARS ENDED DECEMBER 31
                                                                            --------------------------------------------
                                                                                 1997             1996             1995
- ------------------------------------------------------------------------------------------------------------------------
Service costs                                                                $    158     $        177      $       200
Interest cost on accumulated postretirement benefit plan                          304              315              310
Net amortization and deferral                                                     (77)             (35)             (10)
Expected return on assets                                                         (89)             (57)             (34)
- -------------------------------------------------------------------------------------------------------------------------
   Net periodic postretirement benefit costs                                 $     296     $        400     $       466
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
The assumed  health care cost trend line rate used in measuring the  accumulated
postretirement  benefit  obligation,  for  pre-65  employees,  was  9.5% in 1995
decreasing linearly each successive year until it reaches 5.5% 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  3%,  the  current  service  cost by 7%, and
interest  costs  by 3%.  The  assumed  discount  rate  used in  determining  the
accumulated  postretirement  benefit  obligation  was 7.25% and 7.5% in 1997 and
1996, respectively.


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 $47,200, $44,100 and $29,700
for 1997,  1996 and 1995,  respectively.  The  Company's  statutory  surplus was
$311,300,   $257,300  and  $204,700  at  December  31,  1997,   1996  and  1995,
respectively.   The  Company  is  required  to  maintain  a  certain   level  of
policyowners'  contingency  reserves  to be in  compliance  with  state laws and
regulations.  Company policyowners'  contingency reserves are monitored by state
regulators to ensure compliance with risk based capital requirements.

- --------------------------------------------------------------------------------
66    LLVL
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

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:


                                                                                             YEARS ENDED DECEMBER 31
                                                                                 -----------------------------------------------
                                                                                      1997              1996             1995
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>             <C>              <C>   
Assumed                                                                          $      9,740    $       6,344     $      2,725
Ceded                                                                                 (10,777)         (12,549)          (8,284)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                 $     (1,037)   $      (6,205)    $     (5,559)
- ---------------------------------------------------------------------------------------------------------------------------------

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


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

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


                                                                                      1997              1996             1995
- --------------------------------------------------------------------------------------------------------------------------------
Balance at January 1                                                             $     17,957     $      14,925     $    15,383
Reinsurance reserves (net)                                                                (89)              121             (86)
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                       17,868           15,046           15,297
- --------------------------------------------------------------------------------------------------------------------------------
Incurred related to:
   Current year                                                                       132,940          117,610          119,116
   Prior year                                                                         (4,675)          (2,051)          (2,030)
- --------------------------------------------------------------------------------------------------------------------------------
      Total incurred                                                                  128,265          115,559          117,086
- --------------------------------------------------------------------------------------------------------------------------------
Paid related to:
   Current year                                                                       112,255           99,742          104,492
   Prior year                                                                          13,193           12,995           12,845
- --------------------------------------------------------------------------------------------------------------------------------
      Total paid                                                                      125,448          112,737          117,337
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                       20,685           17,868           15,046
Reinsurance reserves (net)                                                              1,748               89            (121)
- --------------------------------------------------------------------------------------------------------------------------------
Balance at December 31                                                            $    22,433    $      17,957     $     14,925
- ---------------------------------------------------------------------------------------------------------------------------------
The  liability  for  unpaid  accident  and health  claims  and claim  adjustment
expenses is included in policy and contract claims on the  consolidated  balance
sheets.
</TABLE>
- --------------------------------------------------------------------------------
LLVL    67
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

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

INVESTMENTS
Securities commitments of $25,848 and $16,935, and mortgage loan and real estate
commitments  of $17,742 and  $14,247  were  outstanding  for  investments  to be
purchased in  subsequent  years as of December 31, 1997 and 1996,  respectively.
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 $2,325
and $2,250 as of December 31, 1997 and 1996, respectively.

LITIGATION
From time to time, the Company and its  subsidiaries is subject to litigation in
the normal course of business.  Management  does not believe that the Company is
party to any such pending  litigation which would have a material adverse effect
on its financial statements or future operations.

                      
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.

The fair value  estimates  presented  herein are based on pertinent  information
available to management as of December 31, 1997 and 1996. 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.

- --------------------------------------------------------------------------------
68    LLVL
<PAGE>
- --------------------------------------------------------------------------------

                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

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

         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.

         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.

         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.

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

         ACCRUED INVESTMENT INCOME -- 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  approximates
         carrying   value   because  the  fees   currently   charged  for  these
         arrangements and the underlying interest rates approximate market.
<TABLE>
<CAPTION>
Estimated fair values are as follows:

                                                                                         DECEMBER 31
                                                             ----------------------------------------------------------------
                                                                          1997                                 1996
                                                             -----------------------------        ---------------------------
                                                                CARRYING          FAIR               CARRYING           FAIR
                                                                  AMOUNT          VALUE                AMOUNT          VALUE
- -----------------------------------------------------------------------------------------------------------------------------
   <S>                                                      <C>            <C>               <C>                 <C>
    Financial assets:
     Fixed maturity securities
      Held to maturity                                       $   754,581    $   792,856       $       775,875     $    798,991
      Available for sale                                         479,990        479,990               415,705          415,705
     Equity securities                                           108,744        108,744                75,215           75,215
     Loans on insurance policies                                  70,638         63,356                68,017           60,743
     Mortgage Loans on real estate                               228,709        240,583               226,776          234,750
     Other investments                                            22,717         32,466                24,143           33,301
     Short-term investments                                          655            655                 1,541            1,541
     Cash and cash equivalents                                    83,139         83,139                77,142           77,142
     Accrued investment income                                    25,186         25,186                25,176           25,176


Financial liabilities:
  Accumulated contract values excluding amounts
   held under insurance contracts                                764,505        764,998                756,029         756,194
</TABLE>
- --------------------------------------------------------------------------------
                                                                      LLVL    69
<PAGE>
- --------------------------------------------------------------------------------
                          AMERITAS LIFE INSURANCE CORP.
                          -----------------------------
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
              ----------------------------------------------------
                                 (IN THOUSANDS)
                                   (continued)

10. SUBSEQUENT EVENT
- --------------------

Effective January 1, 1998, the Company converted from a mutual insurance company
structure to a mutual insurance holding company structure pursuant to the 
Nebraksa Mutual Insurance Holding Company Act.  The conversion was approved by 
the Nebraska State Department of Insurance and the policyowners of the mutual 
company.

- --------------------------------------------------------------------------------
70    LLVL
<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 72
through 75 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 72 and 74 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 73 and 75 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  expenses  paid by each  portfolio
available  for  investment  (the  equivalent  to an  annual  rate of .58% of the
aggregate average daily net assets of the Fund), 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 72 and 74 and at an annual rate of
 .90% on pages 73 and 75 of the  average net assets of the  Subaccounts).  Berger
Associates has voluntarily  agreed to waive its advisory fee and has voluntarily
reimbursed the Funds for additional expenses 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.  NBMI 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 -1.33%,  4.67%, and 10.67% on page 72 and 74 and -1.48%,  4.52%,
and 10.52% respectively, on pages 73 and 75.

The  hypothetical  values  shown in the  tables do not  reflect  any  additional
charges for Federal  Income tax burden  attributable  to the  Separate  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 Separate  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.

- --------------------------------------------------------------------------------
                                                                     LLVL     71
<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: $4800
                                        INITIAL SPECIFIED AMOUNT: $250000
                                             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
                                 (-1.33% Net)                  ( 4.67% Net)                  ( 10.67% 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               4162       250000            4426       250000            4691      250000
    2           10332               8231       250000            9022       250000            9846      250000
    3           15888              12154       250000           13739       250000           15455      250000
    4           21723              15952       250000           18603       250000           21561      250000
    5           27849              19631       250000           23628       250000           28318      250000
    6           34281              23202       250000           28832       250000           35713      250000
    7           41035              26665       250000           34225       250000           43852      250000
    8           48127              30076       250000           39872       250000           52873      250000
    9           55573              33441       250000           45790       250000           62879      250000
   10           63392              36761       250000           51994       250000           73981      250000

   15          108755              52273       250000           87475       250000          150429      250000
   20          166652              63934       250000          130372       250000          277997      339156

 Ages
   70          240544              70042       250000          183313       250000          487121      565060
   75          334851              67753       250000          252318       269980          830058      888162
   80          455213              51003       250000          340157       357165         1396196     1466006
   85          608830               2036       250000          446649       468982         2312360     2427978
</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 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,  DEATH  BENEFIT  OPTION  SELECTED,
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 FUNDS THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

- --------------------------------------------------------------------------------
72     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: $4800
                                        INITIAL SPECIFIED AMOUNT: $250000
                                             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
                                 (-1.48% Net)                  ( 4.52% Net)                  ( 10.52% 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              4162       250000            4426       250000            4691      250000
    2             10332              7627       250000            8397       250000            9200      250000
    3             15888             10985       250000           12492       250000           14129      250000
    4             21723             14234       250000           16715       250000           19523      250000
    5             27849             17367       250000           21065       250000           25425      250000
    6             34281             20385       250000           25548       250000           31893      250000
    7             41035             23274       250000           30157       250000           38977      250000
    8             48127             26022       250000           34888       250000           46739      250000
    9             55573             28622       250000           39739       250000           55248      250000
   10             63392             31057       250000           44704       250000           64583      250000

   15            108755             40396       250000           71202       250000          127459      250000
   20            166652             43372       250000          100334       250000          232932      284177

 Ages
   70            240544             35554       250000          131723       250000          405232      470069
   75            334851              7577       250000          166402       250000          683141      730960
   80            455213                0*           0*          209133       250000         1136522     1193348
   85            608830                0*           0*          275018       288768         1851843     1944435
</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 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,  DEATH  BENEFIT  OPTION  SELECTED,
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 FUNDS THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

- --------------------------------------------------------------------------------
                                                                     LLVL     73
<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: $14500
                                          INITIAL SPECIFED AMOUNT: $250000
                                              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
                                 (-1.33% Net)                  ( 4.67% Net)                   ( 10.67% 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            13392       263392           14218       264218           15045        265045
    2             31211            26561       276561           29054       279054           31646        281646
    3             47996            39451       289451           44475       294475           49909        299909
    4             65621            52083       302083           60528       310528           70028        320028
    5             84127            64463       314463           77243       327243           92205        342205
    6            103559            76602       326602           94659       344659          116667        366667
    7            123962            88500       338500          112808       362808          143654        393654
    8            145385           100221       350221          131784       381784          173501        423501
    9            167879           111771       361771          151631       401631          206516        456516
   10            191498           123152       373152          172389       422389          243039        493039

   15            328533           177079       427079          290848       540848          492241        742241
   20            503428           223371       473371          434966       684966          900627       1150627

 Ages
   70            726644           259561       509561          607882       857882         1569356       1820453
   75           1011530           282014       532014          812107      1062107         2664810       2914810
   80           1375125           284930       534930         1048101      1298101         4461152       4711152
   85           1839174           256380       506380         1309239      1559239         7383420       7752591
</TABLE>

1) Assumes an annual  $14500  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 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,  DEATH  BENEFIT  OPTION  SELECTED,
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 FUNDS THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

- --------------------------------------------------------------------------------
74     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: $14500
                                         INITIAL SPECIFED AMOUNT: $250000
                                             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
                                 (-1.48% Net)                  ( 4.52% Net)                  ( 10.52% 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            13392       263392           14218       264218           15045      265045
    2             31211            25771       275771           28232       278232           30793      280793
    3             47996            37894       287894           42805       292805           48121      298121
    4             65621            49762       299762           57957       307957           67191      317191
    5             84127            61368       311368           73706       323706           88176      338176
    6            103559            72710       322710           90072       340072          111271      361271
    7            123962            83776       333776          107065       357065          136680      386680
    8            145385            94553       344553          124698       374698          164629      414629
    9            167879           105030       355030          142982       392982          195369      445369
   10            191498           115188       365188          161924       411924          229170      479170

   15            328533           160774       410774          266949       516949          455912      705912
   20            503428           195807       445807          389620       639620          820295     1070295

 Ages
   70            726644           215809       465809          528292       778292         1404857     1654857
   75           1011530           213810       463810          677821       927821         2342539     2592539
   80           1375125           177419       427419          824857      1074857         3845234     4095234
   85           1839174            93371       343371          951110      1201110         6248110     6560515
</TABLE>

1) Assumes an annual  $14500  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 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,  DEATH  BENEFIT  OPTION  SELECTED,
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 FUNDS THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

- --------------------------------------------------------------------------------
                                                                     LLVL     75
<PAGE>
- --------------------------------------------------------------------------------
       
- --------------------------------------------------------------------------------
76    LLVL
<PAGE>
- --------------------------------------------------------------------------------
       
- --------------------------------------------------------------------------------
                                                                     LLVL     77
<PAGE>
- --------------------------------------------------------------------------------


                           INCORPORATION BY REFERENCE

The Registrant,  ALIC Separate Account LLVL,  Registration 33-86500 purchases or
will purchase  units from the  portfolios of three 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 he 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, 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.

                     REPRESENTATION PURSUANT TO RULE 6E-3(T)

This  filing is made  pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment
Company Act of 1940.
<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 of effectiveness of this Post-Effective  Amendment No. 4 to the
Registration  Statement pursuant to Rule 485(b) under the Securities 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 3rd day of April, 1998.


                                                   AMERITAS LIFE INSURANCE CORP.
                                               SEPARATE ACCOUNT LLVA, Registrant

                                       AMERITAS  LIFE INSURANCE CORP., Depositor


Attest: /s/Norman M. Krivosha                  By: /s/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       April 3, 1998
- --------------------       and Chief Executive Officer
   Lawrence J. Arth                           


/s/Kenneth C. Louis         Director, President and            April 3, 1998
- --------------------        Chief Operating Officer
  Kenneth C. Louis                           


/s/Norman M. Krivosha    Executive Vice President, Secretary   April 3, 1998
- ---------------------         and Corporate General Counsel
  Norman M. Krivosha                        


/s/Jon C. Headrick       Executive Vice President-Investments  April 3, 1998
- -------------------               and Treasurer
   Jon C. Headrick                                 


/s/JoAnn M. Martin       Senior Vice President-Controller      April 3, 1998
- -------------------        and Chief Financial Officer
   JoAnn M. Martin                              

/s/James P. Abel
- -------------------              Director                      April 3, 1998
   James P. Abel

/s/Duane W. Acklie
- ---------------------            Director                      April 3, 1998
   Duane W. Acklie

/s/William W. Cook, Jr.
- -----------------------          Director                      April 3, 1998
  William W. Cook, Jr.
<PAGE>
     SIGNATURE                     TITLE                             DATE
     ---------                     -----                             ----
     

- ------------------                Director                     April 3, 1998
    Bert A. Getz

/s/James R. Knapp
- -------------------               Director                     April 3, 1998
   James R. Knapp

/s/Robert F. Krohn
- -------------------               Director                     April 3, 1998
   Robert F. Krohn

/s/Wilfred J. Maddux
- --------------------              Director                     April 3, 1998
   Wilfred J. Maddux

/s/Paul C. Schoor, III
- ----------------------            Director                     April 3, 1998
   Paul C. Schorr, III

/s/William C. Smith
- --------------------              Director                     April 3, 1998
   William C. Smith

/s/Neal E. Tyner
- ------------------                Director                     April 3, 1998
    Neal E. Tyner


- -------------------               Director                     April 3, 1998
   Winston J. Wade
<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 of effectiveness of this Post-Effective  Amendment No. 4 to the
Registration  Statement pursuant to Rule 485(b) under the Securities 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 3rd day of April, 1998.


                                                   AMERITAS LIFE INSURANCE CORP.
                                               SEPARATE ACCOUNT LLVA, Registrant

                                       AMERITAS  LIFE INSURANCE CORP., Depositor



Attest:                                    By:
       -----------------------                -----------------------------     
             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
     ---------                      -----                           ----
     

- --------------------     Director, Chairman of the Board       April 3, 1998
  Lawrence J. Arth         and Chief Executive Officer


- -------------------          Director, President and           April 3, 1998
  Kenneth C. Louis           Chief Operating Officer


- --------------------    Executive Vice President, Secretary    April 3, 1998
  Norman M. Krivosha        and Corporate General Counsel


- -------------------     Executive Vice President-Investments   April 3, 1998
   Jon C. Headrick                 and Treasurer


- --------------------    Senior Vice President-Controller       April 3, 1998
   JoAnn M. Martin         and Chief Financial Officer


                                    Director                   April 3, 1998
- -----------------       
   James P. Abel


- --------------------                Director                   April 3, 1998
    Duane W. Acklie


- ----------------------              Director                   April 3, 1998
  William W. Cook, Jr.
<PAGE>
     SIGNATURE                       TITLE                            DATE
     ---------                       -----                            ----
    

/s/Bert A. Getz
- -----------------                   Director                   April 3, 1998
   Bert A. Getz


- -------------------                 Director                   April 3, 1998
    James R. Knapp


- -------------------                 Director                   April 3, 1998
   Robert F. Krohn


- --------------------                Director                   April 3, 1998
  Wilfred J. Maddux


- ---------------------               Director                   April 3, 1998 
 Paul C. Schorr, III


- --------------------                Director                   April 3, 1998
   William C. Smith


- -------------------                 Director                   April 3, 1998
    Neal E. Tyner


- -------------------                 Director                   April 3, 1998
   Winston J. Wade
<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 of effectiveness of this Post-Effective  Amendment No. 4 to the
Registration  Statement pursuant to Rule 485(b) under the Securities 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 3rd day of April, 1998.


                                                   AMERITAS LIFE INSURANCE CORP.
                                               SEPARATE ACCOUNT LLVA, Registrant

                                       AMERITAS  LIFE INSURANCE CORP., Depositor



Attest:                                    By:
       -----------------------                -----------------------------     
             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
     ---------                      -----                           ----
     

- --------------------     Director, Chairman of the Board       April 3, 1998
  Lawrence J. Arth         and Chief Executive Officer


- -------------------          Director, President and           April 3, 1998
  Kenneth C. Louis           Chief Operating Officer


- --------------------    Executive Vice President, Secretary    April 3, 1998
  Norman M. Krivosha        and Corporate General Counsel


- -------------------     Executive Vice President-Investments   April 3, 1998
   Jon C. Headrick                 and Treasurer


- --------------------    Senior Vice President-Controller       April 3, 1998
   JoAnn M. Martin         and Chief Financial Officer


- -------------------                 Director                   April 3, 1998 
   James P. Abel


- -------------------                 Director                   April 3, 1998 
  Duane W. Acklie


- ----------------------              Director                   April 3, 1998
  William W. Cook, Jr.
<PAGE>
     SIGNATURE                       TITLE                            DATE
     ---------                       -----                            ----
    


- -----------------                   Director                   April 3, 1998
    Bert A. Getz


- -------------------                 Director                   April 3, 1998
    James R. Knapp


- -------------------                 Director                   April 3, 1998
   Robert F. Krohn


- --------------------                Director                   April 3, 1998
  Wilfred J. Maddux


- ---------------------               Director                   April 3, 1998
 Paul C. Schorr, III


- --------------------                Director                   April 3, 1998
   William C. Smith


- -------------------                 Director                   April 3, 1998
    Neal E. Tyner

/s/Winston J. Wade
- -------------------                 Director                   April 3, 1998
   Winston J. Wade
<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

   The facing sheet.
   The prospectus consisting of 75 pages.
   The undertaking to file reports. 
   The undertaking pursuant to Rule 484.
   Representations pursuant to Rule 6e-3(T) and the National Securities Markets
   Improvements Act of 1996. 
   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 Separate 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) Form of Policy.
                (b) Form of Policy riders.
          (6)   (a) Articles of Incorporation of ALIC. 
    
          (b)   Bylaws of ALIC.*
          (7)   (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.  (a)(b)Opinion and Consent of Norman M. Krivosha, Executive Vice
          President, Secretary and Corporate General Counsel of Ameritas Life 
          Insurance Corp.
      3.  No financial statements are omitted from the Prospectus pursuant to
          Instruction 1(b) or (c) of Part I. 
      4.  Not applicable
      5.  See Financial Data Schedules.
      7.  (a)(b) Opinion and Consent of Thomas P. McArdle.
      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 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

99.1.(1)             Resolution of the Board of Directors of ALIC
                     authorizing establishment of the Separate Account

99.1.(3)(a)          Proposed form of Principal Underwriting Agreement

99.1.(5)(a)          Form of Policy

99.1.(5)(b)          Form of Policy riders

99.1.(6)(a)          Articles of Incorporation of ALIC

99.1.(10)            Application of Policy

99.1.(11)            Memorandum describing ALIC's exchange procedure

99.1.(12)            Memorandum describing ALIC's issuance, transfer, and 
                     redemption procedures for the Policy

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

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

99.8.                Consent of Deloitte & Touche LLP.


99.9.                Form of Notice of Withdrawl Right and Refund pursuant to 
                     Rule 6e-3(T)(b)(13)(viii)under the Investment Company Act
                     of 1940.

99.10.               Actuary Opinion in Support of Exemptive Application

                                 CERTIFICATION


     I Norman M. Krivosha, duly elected and qualified Secretary of Ameritas Life
Insurance Corp., Lincoln,  Nebraska, hereby certify that the attached resolution
is a true and exact copy of a resolution  adopted by the Executive  Committee of
Ameritas Life Insurance  Corp.,  on August 24, 1994. I further  certify that the
attached resolution is in full force and effect.

     IN WITNESS WHEREOF, I have affixed my name as Secretary and have caused the
corporate  seal  of  said  corporation  to be  hereunto  affixed  this  9 day of
November, 1994.

                                                   /s/ Norman M. Krivosha
                                                   ----------------------
                                                          Secretary


AMERITAS LIFE INSURANCE CORP.
CORPORATE SEAL
<PAGE>
                                  RESOLUTION #2

     BE IT  RESOLVED,  that the Board of Directors  of Ameritas  Life  Insurance
Corp.  ("Company"),  pursuant  to the  provisions  of Section  44-402.01  of the
Nebraska  Insurance  Code,  hereby  establishes  a separate  account  designated
"Ameritas Life Insurance Corp.  Separate  Account LLVL"  (hereinafter  "Separate
Account") for the following use and purposes,  and subject to such conditions as
hereinafter set forth:

     FURTHER  RESOLVED,  that Separate Account is established for the purpose of
providing for the issuance by the Company of variable life insurance  contracts,
and shall constitute a separate account into which are allocated amounts paid to
or held by the Company under such life insurance contracts;

     FURTHER  RESOLVED,  that the  income,  gains  and  losses,  whether  or not
realized,  from assets  allocated to Separate  Account shall, in accordance with
the life  insurance  contracts,  be credited to or charged  against such account
without regard to other income, gains, or losses of the company; and

     FURTHER  RESOLVED,  that Separate  Account shall be divided into Investment
Subdivisions,  each Investment  Subdivision in Separate  Account shall invest in
the shares of a designated  mutual fund  portfolio  and net premiums  under life
insurance  contracts shall be allocated to the eligible  portfolios set forth in
the life  insurance  contracts in  accordance  with  instructions  received from
owners of the life insurance contracts; and

     FURTHER RESOLVED,  that the Board of Directors expressly reserves the right
to add or remove  any  Investment  Subdivision  of  Separate  Account  as it may
hereafter deem necessary or appropriate; and

     FURTHER  RESOLVED,  that the  Chairman  of the Board,  President,  any Vice
President,  the Treasurer,  the Secretary, or any Assistant Vice President,  and
each of them, with full power to act without the others, be and they hereby are,
severally  authorized to invest such amount or amounts of the Company's  cash in
Separate  Account  or in any  Investment  Subdivision  thereof  as may be deemed
necessary or appropriate to facilitate the  commencement  of Separate  Account's
operations and/or to meet any minimum capital  requirements under the Investment
Company Act of 1940; and

     FURTHER  RESOLVED,  that the  Chairman  of the Board,  President,  any Vice
President,  the Treasurer,  the Secretary, or any Assistant Vice President,  and
each of them,  with full power to act without  the  others,  be, and they hereby
are,  severally  authorized  to  transfer  cash  from time to time  between  the
Company's general

<PAGE>
account  and  Separate   Account  as  deemed  necessary  or
appropriate and consistent with the terms of the life insurance contracts; and

     FURTHER  RESOLVED,  that the Board of Directors of the Company reserves the
right to change the  designation  of Separate  Account  hereafter  to such other
designation as it may deem necessary or appropriate; and

     FURTHER  RESOLVED,  that the  Chairman  of the Board,  President,  any Vice
President,  the Treasurer,  the Secretary, or any Assistant Vice President,  and
each of them,  with full power to act without the others,  with such  assistance
from the Company's independent  certified public accountants,  legal counsel and
independent  consultants or others as they may require,  be and they hereby are,
severally  authorized and directed to take all action necessary to: (a) Register
Separate Account as a unit investment trust under the Investment  Company Act of
1940,  as amended;  (b) Register the life  insurance  contracts in such amounts,
which may be an  indefinite  amount,  as the said  officers of the Company shall
from time to time deem  appropriate  under the  Securities  Act of 1933; and (c)
Take all other actions  which are  necessary in connection  with the offering of
said life insurance  contracts for sale and the operation of Separate Account in
order to comply with the Investment Company Act of 1940, the Securities Exchange
Act of 1934, and the  Securities Act of 1933, and other federal laws,  including
the filing of any amendments to registration statements,  any undertakings,  and
any applications for exemptions from the Investment Company Act of 1940 or other
applicable federal laws as the said officers of the Company shall deem necessary
or appropriate; and

     FURTHER  RESOLVED,  that the  Chairman  of the Board,  President,  any Vice
President,  the Treasurer,  the Secretary, or any Assistant Vice President,  and
each of them,  with full power to act without the others,  hereby are  severally
authorized  and  empowered  to  prepare,  execute and cause to be filed with the
Securities  and  Exchange  Commission  on behalf of Separate  Account and by the
Company  as  sponsor  and  depositor  a Form  of  Notification  of  Registration
Statement  under  the  Securities  Act of 1933  registering  the life  insurance
contracts  and any and all  amendments  to the  foregoing  on behalf of Separate
Account  and the  Company  and on  behalf  of and as  attorneys-in-fact  for the
principal  executive  officer and/or the principal  financial officer and/or the
principal accounting officer and/or any other officer of the Company; and

     FURTHER RESOLVED, that Norman M. Krivosha, Secretary, is appointed as agent
for service under any such  registration  statement,  duly authorized to receive
communications  and notices from the  Securities  and Exchange  Commission  with
respect thereto; and

<PAGE>
     FURTHER  RESOLVED,  that the  Chairman  of the Board,  President,  any Vice
President,  the Treasurer,  the Secretary, or any Assistant Vice President,  and
each of them,  with full power to act without the  others,  hereby is  severally
authorized  on behalf of  Separate  Account and on behalf of the Company to take
any and all action that each of them may deem necessary or advisable in order to
offer an sell the life insurance contracts, including any registrations, filings
and qualifications both of the Company, its officers,  agents and employees, and
of the policies, under the insurance and securities laws of any of the states of
the United States of America or other jurisdictions, and in connection therewith
to prepare, execute, deliver and file all such applications, reports, covenants,
resolutions,  applications  for  exemptions,  consents to service of process and
other papers and instruments as may be required under such laws, and to take any
and all further  action which the said  officers or legal counsel of the Company
may deem necessary or desirable (including entering into whatever agreements and
contracts  may  be  necessary)  in  order  to  maintain  such  registrations  or
qualifications for as long as the said officer or legal counsel deem it to be in
the best interests of Separate Account and the Company; and

     FURTHER  RESOLVED,  that the  Chairman  of the Board,  President,  any Vice
President,  the Treasurer,  the Secretary, or any Assistant Vice President,  and
each of them,  with full power to act without  the  others,  be, and they hereby
are, severally authorized in the names and on behalf of Separate Account and the
Company to execute and file irrevocable written consents on the part of Separate
Account and of the Company to be used in such states  wherein  such  consents to
service of process may be  requisite  under the  insurance  or  securities  laws
therein  in  connection  with said  registration  or  qualification  of the life
insurance contracts and to appoint the appropriate state official, or such other
person as may be allowed by said insurance or securities laws, agent of Separate
Account and of the Company for the purpose of receiving and  accepting  process;
and

     FURTHER  RESOLVED,  that the  Chairman  of the Board,  President,  any Vice
President,  the Treasurer,  the Secretary, or any Assistant Vice President,  and
each of them,  with full power to act  without  the  others,  be, and hereby is,
severally  authorized  to  establish  procedures  under which the  Company  will
institute  procedures  for  providing  voting  rights  for  owners  of the  life
insurance contracts with respect to securities owned by Separate Account; and

     FURTHER  RESOLVED,  that the  Chairman  of the Board,  President,  any Vice
President,  the Treasurer,  the Secretary, or any Assistant Vice President,  and
each of them,  with full power to act without the  others,  is hereby  severally
authorized  to execute such  agreement or  agreements  as deemed  necessary  and
appropriate (i) with Ameritas Investment Corp. ("AIC") or other qualified entity
under which AIC or such other entity will be appointed principal underwriter and
distributor for the life insurance contracts and

<PAGE>
(ii) with one or more qualified banks or other qualified  entities
to provide  administrative  and/or  custodial  services in  connection  with the
establishment and maintenance of Separate Account and the design,  issuance, and
administration of the life insurance contracts.

         FURTHER  RESOLVED,  that because Separate Account will invest solely in
the securities issued by specific mutual fund corporations  registered under the
Investment Company Act of 1940, the Chairman of the Board,  President,  any Vice
President,  the Treasurer,  the Secretary, or any Assistant Vice President,  and
each of them, without full power to act without the others, are hereby severally
authorized to execute whatever  agreements as may be necessary or appropriate to
enable such investments to be made.

         FURTHER RESOLVED, that the Chairman of the Board,  President,  any Vice
President,  the Treasurer, the Secretary, or any Assistant Vice  President,  and
each of them,  with full power to act  without  the others are hereby  severally
authorized  to execute and deliver such  agreements  and other  documents and do
such acts and things as each of them may deem  necessary  or  desirable to carry
out the foregoing resolutions and the intent and purposes thereof.





EXECUTIVE COMMITTEE
AUGUST 24, 1994


                        PRINCIPAL UNDERWRITING AGREEMENT



         UNDERWRITING  AGREEMENT  made this 1st day  of November,  1995, by and
                                           ----        ---------     --
between Ameritas Investment Corp.,  (hereinafter the "Underwriter") and Ameritas
Life Insurance Corp. hereinafter the "Insurance Company"), on its own behalf and
on behalf of Ameritas Life Insurance Corp.  Separate  Account LLVL  (hereinafter
the "Account"), separate account of the Insurance Company, as follows:

         WHEREAS,  the Account was established  under authority of resolution of
the Insurance  Company's  Board of Directors on August 24, 1994, in order to set
aside and invest  assets  attributable  to  certain  flexible  premium  variable
universal  life  contracts  (hereinafter  "Contracts")  issued by the  Insurance
Company;

         WHEREAS,  the  Insurance  Company has  registered  or will register the
Account as a unit investment trust under the Investment Company Act of 1940 (the
"Investment  Company  Act") and has  registered  or will  register the Contracts
under the Securities Act of 1933;

         WHEREAS,  the  Underwriter  is registered as a  broker-dealer  with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of  1934,  as  amended  (the  "1934  Act"),  and is a  member  of  the  National
Association of Securities Dealers, Inc. (the "NASD"); and

         WHEREAS, the Insurance Company and the Account desire to have Contracts
sold and  distributed  through the Underwriter and the Underwriter is willing to
sell and distribute such Contracts under the terms stated herein.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       The Insurance  Company grants to the  Underwriter the right to
                  be, and the  Underwriter  agrees to serve as  distributor  and
                  principal underwriter of the Contracts during the term of this
                  Agreement.  The Underwriter  agrees to use its best efforts to
                  solicit applications for the Contracts at its own expense, and
                  otherwise  to  perform  all  duties  and  functions  which are
                  necessary and proper for the distribution of the Policies.

         2.       All premiums for Contracts shall be remitted  promptly in full
                  together with such application,  forms, and any other required
                  documentation to the Insurance Company. Checks or money orders
                  in  payment  of  premiums  shall  be  drawn  to the  order  of
                  "Ameritas Life Insurance Corp.".

         3.       The  Underwriter  agrees  to offer the  Contracts  for sale in
                  accordance with the prospectuses in effect. The Underwriter is
                  not  authorized  to  give  any  information  or  to  make  any
                  representations  concerning  the  contracts  other  than those
                  contained   in  the  current   prospectuses   filed  with  the
                  Securities and Exchange Commission or in such sales literature
                  as may be developed and authorized by the Insurance Company in
                  conjunction with the Underwriter.

         4.       On behalf of the Account,  the Insurance Company shall furnish
                  the  Underwriter  with copies of all  prospectuses,  financial
                  statements   and  other   documents   which  the   Underwriter
                  reasonably   requests   for  use  in   connection   with   the
                  distribution of the Contracts.

                                       1
<PAGE>
         5.       The  Underwriter  represents  that  it is duly registered as a
                  broker-dealer under the 1934 Act  and  is  a  member  in  good
                  standing of the NASD and, to  the  extent necessary  to  offer
                  the Contracts, shall be duly registered or otherwise qualified
                  under the securities laws and insurance  laws  of any state or
                  other jurisdiction. The Underwriter shall be responsible   for
                  carrying out its sales and underwriting obligations  hereunder
                  in continued compliance with the NASD  Rules  of Fair Practice
                  and federal and state securities laws and regulations. Without
                  limiting  the  generality  of  the  foregoing, the Underwriter
                  agrees that it shall be fully responsible for:

                  (a)      ensuring  that  no  person  shall  offer  or sell the
                           Contracts  on  its  behalf  until such person is duly
                           registered  as  a  representative of the Underwriter,
                           duly licensed and appointed by the Insurance Company,
                           and appropriately licensed, registered   or otherwise
                           qualified  to offer and sell such Contracts under the
                           federal securities laws and any applicable securities
                           laws  and  insurance  laws  of  each  state  or other
                           jurisdiction in which such Contracts may be  lawfully
                           sold, in which the Insurance  Company  is licensed to
                           sell  the  Contracts  and in which such persons shall
                           offer or sell the Contracts; and

                  (b)      training,   supervising,  and  controlling  all  such
                           persons for  purposes of  complying  on a  continuous
                           basis with the NASD Rules of Fair  Practice  and with
                           federal  and  state   securities   law   requirements
                           applicable in  connection  with the offer and sale of
                           the Contracts.  In this  connection,  the Underwriter
                           shall:

                           (1)      conduct   such   training   (including   the
                                    preparation   and  utilization  of  training
                                    materials)   as  in  the   opinion   of  the
                                    Underwriter  is necessary to accomplish  the
                                    purposes of this Agreement;

                           (2)      establish and implement  reasonable  written
                                    procedures   for    supervision   of   sales
                                    practices  of  agents,   representatives  or
                                    brokers selling the Contracts; and

                           (3)      take  reasonable  steps to  ensure  that its
                                    associated    persons    shall    not   make
                                    recommendations  to an applicant to purchase
                                    a Contract  and shall not sell a Contract in
                                    the absence of reasonable grounds to believe
                                    that  the   purchase  of  the   Contract  is
                                    suitable for such applicant.

         6.       Notwithstanding  anything  in  this Agreement to the contrary,
                  the  Underwriter  is  hereby  authorized  to  enter into sales
                  agreements with other independent broker-dealers for the  sale
                  of the Contracts.  All  such sales agreements entered into  by
                  the  Underwriter  shall  provide that each independent broker-
                  dealer   will   assume  full   responsibility  for   continued
                  compliance by itself and its associated persons with the  NASD
                  Rules  of  Fair  Practice  and  applicable  federal  and state
                  securities laws. All associated  persons  of  such independent
                  broker-dealers soliciting applications for the Contracts shall
                  be duly and appropriately licensed  or appointed  for the sale
                  of the Contracts under the Federal and state securities   laws
                  and  the  insurance  laws  of  the   applicable   states    or
                  jurisdictions in which such Contracts may be lawfully sold.

         7.       The  Insurance  Company  shall apply for the proper  insurance
                  licenses in the appropriate  states or  jurisdictions  for the
                  designated  persons  associated  with the  Underwriter or with
                  other  independent  broker-dealers  which  have  entered  into
                  agreements with the Underwriter for the sale of the Contracts,
                  provided  that the  Insurance  Company  reserves  the right to
                  refuse to appoint any proposed registered representative as an
                  agent or  broker,  and to  terminate  an agent or broker  once
                  appointed.

                                       2

<PAGE>
         8.       The Insurance Company and the Underwriter  shall cause  to  be
                  maintained  and  preserved  for  the  periods prescribed  such
                  accounts,  books,  and  other  documents  as  are  required of
                  them by the Investment Company Act of 1940, the 1934 Act,  and
                  any other applicable laws and regulations. The books, accounts
                  and  records  of  the  Insurance Company, the Account, and the
                  Underwriter  as  to  all  transactions  hereunder  shall    be
                  maintained so as to disclose clearly and accurately the nature
                  and details of the transactions.  The  Insurance Company shall
                  maintain such books and records of the  Underwriter pertaining
                  to the sale of the Contracts and required  by the 1934 Act  as
                  may be mutually agreed upon from time to time by the Insurance
                  Company  and  the  Underwriter;  provided  that such books and
                  records shall be the property of the Underwriter, and shall at
                  all times be subject to such reasonable  periodic,  special or
                  other examination by the SEC and all other regulatory   bodies
                  having  jurisdiction.   The   Insurance  Company   shall    be
                  responsible for sending all required confirmations on customer
                  transactions  in  compliance  with  applicable regulations, as
                  modified  by  any  exemption  or other relief obtained by  the
                  Insurance Company.  The Underwriter  shall cause the Insurance
                  Company to be furnished  with  such  reports  as the Insurance
                  Company may reasonably request for the purpose  of meeting its
                  reporting and recordkeeping requirements under  the  insurance
                  laws of the State of Nebraska  and any other applicable states
                  or jurisdictions.

         9.       The Insurance Company shall have the responsibility for paying
                  (i) all commissions or other fees to associated persons of the
                  Underwriter  which are due for the sale of the  Contracts  and
                  (ii) any compensation to other independent  broker-dealers and
                  their  associated  persons  due  under  the terms of any sales
                  agreements  between the Underwriter  and such  broker-dealers.
                  Notwithstanding the preceding  sentence,  no associated person
                  or  broker-dealer  shall have an interest in any deductions or
                  other fees payable to the Underwriter pursuant to the terms of
                  this Agreement.

         10.      The Insurance  Company shall reimburse the Underwriter for all
                  costs and expenses  incurred by the  Underwriter in furnishing
                  the services, materials, and supplies required by the terms of
                  this Agreement and may pay  Underwriter a concession for sales
                  of the  policies as may be agreed by the parties  from time to
                  time.

         11.      The Insurance  Company agrees to indemnify the Underwriter for
                  any losses incurred as a result of any action taken or omitted
                  by  the  Underwriter,  or  any  of  its  officers,  agents  or
                  employees,  in performing  their  responsibilities  under this
                  Agreement in good faith and without willful misfeasance, gross
                  negligence, or reckless disregard of such obligations.

         12.      (a)      This  Agreement  may  be  terminated  by either party
                           hereto  upon 60 days'  written  notice  to the  other
                           party.

                  (b)      This Agreement may be terminated  upon written notice
                           of one party to the other  party  hereto in the event
                           of  bankruptcy  or  insolvency  of the party to which
                           notice is given.

                  (c)      This Agreement may be terminated at any time upon the
                           mutual written consent of the parties thereto.

                  (d)      The  Underwriter  shall not  assign or  delegate  its
                           responsibilities  under this  Agreement  without  the
                           written consent of the Insurance Company.

                  (e)      Upon    termination    of   this    Agreement,    all
                           authorizations,  right and  obligations  shall  cease
                           except the obligations to settle accounts  hereunder,
                           including   payments  of  premiums  or  contributions
                           subsequently received for Contracts in

                                      3
<PAGE>
                           effect at the time of termination or issued  pursuant
                           to  applications  received by the  Insurance  Company
                           prior to termination.

         13.      This  Agreement  is  subject  to  and  its  terms  are  to  be
                  interpreted and construed in accordance with the provisions of
                  the  Investment  Company Act and the 1934 Act,  and the rules,
                  regulations,  and  rulings  thereunder  and is  subject to the
                  provisions  of  the  NASD  Rules  of  Fair  Practice.  Without
                  limiting the generality of the foregoing,  the term "assigned"
                  shall  not  include  any  transaction  exempted  from  section
                  15(b)(2) of the Investment Company Act.

                  The   Underwriter   shall   submit  to  all   regulatory   and
                  administrative   entities   having   jurisdiction   over   the
                  operations  of the  Accounts,  present  or  future;  and  will
                  provide any  information,  reports or other material which any
                  such entity by reason of this Agreement may request or require
                  pursuant to applicable laws or regulations.

         14.      If any  provision  of  this  Agreement  shall  be held or made
                  invalid by a court decision,  statute, rule or otherwise,  the
                  remainder of this Agreement shall not be affected thereby.

         15.      This  Agreement  shall be construed and enforced in accordance
                  with and governed by the laws of the State of Nebraska.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed, and seals to be affixed, as of the day and year first above written.




                                   AMERITAS INVESTMENT CORP



Attest:

/s/Lori J. Streeter                By: /s/Jon C. Headrick                      
- --------------------                  --------------------





                                   AMERITAS LIFE INSURANCE CORP.




Attest:

/s/Lori J. Streeter                By: /s/Norman M. Krivosha  
- --------------------                  -----------------------



                                      4



                   INSURED                FIELD (1)

                   POLICY NUMBER          FIELD (3)

                   POLICY TYPE            LOW LOAD VARIABLE UNIVERSAL LIFE



    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. NET CASH SURRENDER VALUE, 
 IF ANY, PAYABLE AT MATURITY. DEATH BENEFIT PROCEEDS PAYABLE AT DEATH OF INSURED
  PRIOR TO MATURITY DATE. FLEXIBLE PREMIUMS PAYABLE DURING LIFETIME OF INSURED 
   UNTIL MATURITY DATE (AGE 100). SOME BENEFITS REFLECT INVESTMENT RESULTS.
                              NON-PARTICIPATING.


     THIS POLICY'S ACCUMULATION VALUE IN THE SEPARATE ACCOUNT IS BASED ON
     THE  INVESTMENT  EXPERIENCE  OF  THAT  ACCOUNT,  AND MAY INCREASE OR
     DECREASE   DAILY.  IT  IS  NOT  GUARANTEED AS TO DOLLAR AMOUNT.  SEE
     SECTION 7.

     THE AMOUNT OR THE  DURATION OF THE DEATH  BENEFIT (OR BOTH)  MAY  BE
     FIXED  OR  MAY VARY UNDER THE CONDITIONS DESCRIBED IN SECTIONS 9 AND
     10.

     Ameritas  Life  Insurance  Corp.  agrees  to  pay  the death benefit 
     proceeds  of  this  policy  to  the   Beneficiary  on   receipt   of 
     satisfactory  proof  of death of the Insured while this policy is in
     force.


      /s/ Kenneth C. Louis                       /s/ Norman M. Krivosha

             President                                Secretary



                   "NOTICE OF TEN-DAY RIGHT TO EXAMINE POLICY"

     YOU ARE URGED TO READ THIS POLICY CAREFULLY. IF, AFTER EXAMINATION, 
     YOU ARE DISSATISFIED WITH IT FOR ANY REASON, YOU MAY RETURN  IT  TO
     THE SELLING  AGENT  OR  TO  AMERITAS  LIFE  INSURANCE  CORP. AT ONE 
     AMERITAS WAY, P.O. BOX 81889, LINCOLN,  NEBRASKA  68501-1889,   FOR
     A  REFUND  WITHIN (1)  TEN  DAYS  FROM  THE DATE OF DELIVERY OF THE 
     POLICY, (2) TEN DAYS AFTER MAILING OR DELIVERY OF A    CANCELLATION
     NOTICE, OR (3) FORTY-FIVE DAYS AFTER PART I OF THE APPLICATION   IS
     SIGNED, WHICHEVER IS LATER.  IF ALLOWED BY STATE LAW, THE AMOUNT OF
     THE  REFUND  WILL  EQUAL  THE GREATER OF THE  PREMIUMS  PAID OR THE
     PREMIUMS  PAID ADJUSTED BY INVESTMENT GAINS AND  LOSSES. OTHERWISE,
     THE AMOUNT OF THE REFUND WILL EQUAL THE GROSS PREMIUMS PAID.

     PLEASE  READ  AND  CAREFULLY  CHECK  THE  COPY  OF THE  APPLICATION  
     ATTACHED TO THIS POLICY.  THIS APPLICATION IS A PART OF YOUR POLICY
     AND THIS POLICY WAS ISSUED ON THE  BASIS  THAT  THE  ANSWERS TO ALL
     QUESTIONS  AND THE  INFORMATION SHOWN ON THIS  APPLICATION ARE TRUE
     AND  COMPLETE.   IF  ANY  INFORMATION  SHOWN ON  IT IS NOT TRUE AND
     COMPLETE,  TO THE BEST OF YOUR  KNOWLEDGE,  OR IF ANY PAST  MEDICAL
     HISTORY  HAS  BEEN  OMITTED, PLEASE  NOTIFY AMERITAS LIFE INSURANCE
     CORP.  OF  LINCOLN, NEBRASKA,  WITHIN  TEN  DAYS  FROM  THE DATE OF
     DELIVERY OF THE POLICY TO YOU.


                       AMERITAS LIFE INSURANCE CORP. LOGO
                                          A STOCK COMPANY
                                        LINCOLN, NEBRASKA

Form 4055
<PAGE>
                                 POLICY SCHEDULE


Insured:  John D Specimen                          Policy Number:  1103839710   
                                                             
Initial Specified                                  Policy Date:  October 1, 1997
Amount of Insurance:  $100,000
                                                   *Planned Annual              
Issue Age - Sex:  35 Male                          Periodic Premium:  $802.08   
                                                             
Owner:  John D Specimen                            Initial Premium:  $802.08    
                         

Initial Death Benefit Option is A, current specified amount.

Guaranteed Death Benefit Premium For Policy                          $802.08

Minimum Initial Premium                                               $69.00
                                                                                
Underwriting Class
         The  Insured  was  a  Nonsmoker  when  this  policy  was  issued.   The
         underwriting class is Standard.

First Year Values
         The current annual cost of insurance rate per $1000 is $1.05.

Loans
         The maximum loan interest rate is 6.00%.  The interest  credited on any
         loaned part of the values will be 3.50%.


Modes of Payment for Planned Periodic Premiums:
  Annual              Semi-Annual             Quarterly           Monthly
  $802.08             $401.04                 $200.52             $66.84 
                                                                  




*        This reflects the planned premium and mode you selected at issue.   For
         further information, see policy SECTION 3. PREMUIM PAYMENTS.

Form 4055-1
<PAGE>
                                               SCHEDULE OF BENEFITS



Insured:  John D Specimen                             Policy Number:  1103839710



                                 Initial                  
                            Specified Amount                Maturity or   
Benefit                       of Insurance               Expiration Date*  
- -------                       ------------               ----------------      
Flexible Premium Variable        $100,000                 October 1, 2062       
Life With Adjustable                                       
Death Benefit                                             
Form 4055**
                                                
                                                
                                                
                                                
                                    
                                                 
                                                 





*     NOTE:  It  is  possible   that  coverage  may not continue to the maturity
      date (age 100) if premium  payments  are  not sufficient. Even if coverage
      continues to the maturity date, there  may,  in fact,  be little or no net
      cash surrender value to be paid.

**    Form number corresponds  to  form  number in the lower left hand corner of
      each benefit description.


Form 4055                             1.1
<PAGE>
                              SCHEDULE OF BENEFITS
                                   (Continued)


Insured:  John D Specimen                             Policy Number:  1103839710
                                                      
                                    Initial         
                               Specified Amount       Annual       Maturity or  
Benefit                          of Insurance        Premium*    Expiration Year
- -------                          ------------        --------    ---------------

Cost Recovery Rider                                                   2062
Form CRR 4094**

Reduced Loan Interest Rate Rider                                      2062
Form PLR 4094**

Accelerated Benefit Rider                                             2062
For Terminal Illness
Form TIR 45**












*     For any rider, this is the annual rider cost of insurance at issue. (NOTE:
      These amounts shown are not additional  premiums due  but are the  amounts
      deducted  from  the  accumulation value.)   See  each  rider  for  further
      information.

**    Form  number  corresponds  to form number in the lower left hand corner of
      each benefit description.

Form 4055                             1.2
<PAGE>
                       LIST OF SUBACCOUNTS AND PORTFOLIOS

Each subaccount of the Ameritas Life Insurance  Company (ALIC) Separate  Account
LLVL invests in a specific portfolio of the following funds:

                  Vanguard Variable Insurance Fund ("Vanguard")
     Neuberger & Berman Advisors Management Trust ("Neuberger & Berman AMT")
                Berger Institution Products Trust ("Berger IPT")

                                                                         INITIAL
                                         CORRESPONDING             ALLOCATION OF
FUND         PORTFOLIO                    SUBACCOUNT                NET PREMIUMS
                                                                   
Vanguard     Money Market               Money Market Subaccount               0%
             High-Grade Bond            High-Grade Bond Subaccount            0%
             High Yield Bond            High Yield Bond Subaccount            0%
             Balanced                   Balanced Subaccount                  50%
             Equity Income              Equity Income Subaccount              0%
             Equity Index               Equity Index Subaccount              50%
             Growth                     Growth Subaccount                     0%
             Small Company Growth       Small Company Growth Subaccount       0%
             International              International Subaccount              0%
Neuberger &  Limited Maturity Bond      Limited Maturity Bond Subaccount      0%
Berman       Balanced                   Balanced Subaccount                   0%
 AMT         Partners                   Partners Subaccount                   0%
             Growth                     Growth Subaccount                     0%
Berger IPT   100 Fund                   100 Fund Subaccount                   0%
             Small Company Growth Fund  Small Company Growth Fund Subaccount  0%



Net premiums may also be allocated to the ALIC Fixed Account.

                                                                         INITIAL
                                                                   ALLOCATION OF
                                                                    NET PREMIUMS
                                                                              0%

ALIC Fixed Account







Form 4055                             1.3
<PAGE>

                               SCHEDULE OF CHARGES



ADMINISTRATIVE EXPENSE CHARGE:
         The maximum annual administrative expense charge is $108.



PREMIUM CHARGES:
         The  maximum  percent of  premium  charge  for  premium  taxes is 5% of
         premiums received.  The current percent of premium charge for the first
         policy year is 3 1/2%.



TRANSFER CHARGE:
         The  first 15  transfers per year are free.  Thereafter, there may be a
         $10 charge for each transfer.



MAXIMUM PARTIAL WITHDRAWAL CHARGE:
         The maximum charge for each partial  withdrawal is the lesser of $50 or
         2% of amount withdrawn.  The current charge in the first policy year is
         the lesser of $25 or 2% of the amount withdrawn.






Form 4055                             1.4
<PAGE>




                             TABLE OF POLICY CHARGES
                                  ANNUAL BASIS

Insured:  John D Specimen                             Policy Number:  1103839710

Issue Age - Sex:  35 Male                          Policy Date:  October 1, 1997
                                                                           

             SCHEDULE OF GUARANTEED ANNUAL COST OF INSURANCE RATES*

 Policy Year        Rate Per $1,000        Policy Year        Rate Per $1,000 
  Beginning           Of Amount             Beginning            Of Amount    
  October 1            At Risk              October 1             At Risk     
- -----------         ---------------        -----------        ---------------   
    1995                  $1.05               2028                $28.50   
    1996                  $1.77               2029                $31.38   
    1997                  $1.88               2030                $34.63   
    1998                  $2.00               2031                $38.91   
    1999                  $2.14               2032                $42.56   
    2000                  $2.29               2033                $47.44   
    2001                  $2.47               2034                $52.92   
    2002                  $2.65               2035                $58.80   
    2003                  $2.86               2036                $65.06   
    2004                  $3.07               2037                $71.64   
    2005                  $3.32               2038                $78.47   
    2006                  $3.59               2039                $85.72   
    2007                  $3.88               2040                $93.67   
    2008                  $4.19               2041               $102.52   
    2009                  $4.54               2042               $112.52   
    2010                  $4.91               2043               $123.79   
    2011                  $5.35               2044               $136.11   
    2012                  $5.86               2045               $149.20   
    2013                  $6.43               2046               $162.80   
    2014                  $7.09               2047               $176.79   
    2015                  $7.82               2048               $190.89   
    2016                  $8.63               2049               $205.29   
    2017                  $9.49               2050               $220.19   
    2018                 $10.42               2051               $235.84   
    2019                 $11.47               2052               $252.75   
    2020                 $12.64               2053               $271.63   
    2021                 $13.94               2054               $295.65   
    2022                 $15.42               2055               $329.96   
    2023                 $17.11               2056               $384.55   
    2024                 $19.02               2057               $480.20   
    2025                 $21.13               2058               $657.98   
    2026                 $23.40               2059             $1,000.00   
    2027                 $25.86                                   
                                                      
*      The  rates  shown are annual rates per $1000 of  insurance.  To calculate
       the monthly  rate,  the annual rate  is  divided by 12 and rounded to the
       nearest five decimal places.  These  rates  apply to the basic policy and
       do not include cost for riders.  The rates  shown  have  been adjusted if
       this  policy was issued  with a tabular  and/or flat  rating  as shown on
       the schedule page.

Form 4055                             1.5
<PAGE>

                                 TABLE OF CONTENTS

                                 SCHEDULE PAGES


     SECTION       1.      DEFINITIONS

     SECTION       2.      GENERAL PROVISIONS
                   2.1     Meaning of In Force
                   2.2     When This Policy Terminates
                   2.3     The Policy and its Parts
                   2.4     Representations and Contestability
                   2.5     Misstatement of Age or Sex
                   2.6     Suicide
                   2.7     The Owner
                   2.8     The Beneficiary
                   2.9     Changing the Beneficiary
                   2.10    Assigning the Policy
                   2.11    Non-Participating

     SECTION       3.      PREMIUM PAYMENTS
                   3.1     Initial Premium
                   3.2     Guaranteed Death Benefit Premium
                   3.3     Planned Periodic Premiums
                   3.4     Unscheduled Premiums
                   3.5     Premium Limits
                   3.6     Where to Pay Premiums
                   3.7     Premium Charges
                   3.8     Allocation of Net Premiums

     SECTION       4.      GRACE PERIOD AND REINSTATEMENT
                   4.1     Grace Period
                   4.2     Continuation of Insurance
                   4.3     Reinstating the Policy

     SECTION       5.      SEPARATE ACCOUNT
                   5.1     The Account
                   5.2     The Subaccounts
                   5.3     Valuation of Assets
                   5.4     Transfer Among Subaccounts
                   5.5     The Funds
                   5.6     Portfolio Changes

     SECTION       6.      THE FIXED ACCOUNT
                   6.1     The Fixed Account
                   6.2     Transfers Among the Fixed Account and the Subaccounts






FORM 4055-2
<PAGE>
     SECTION       7.      ACCUMULATION VALUE
                   7.1     How Accumulation Value of the Policy is Determined
                   7.2     Accumulation Value of the Subaccounts
                   7.3     Net Asset Value
                   7.4     Subaccount Unit Value
                   7.5     Accumulation Value of the Fixed Account
                   7.6     Interest Credits
                   7.7     Administrative Expense Charge
                   7.8     Monthly Deduction
                   7.9     Cost of Insurance
                   7.10    Cost of Insurance Rates
                   7.11    Annual Report
                   7.12    Illustrative Reports

     SECTION       8.      POLICY SURRENDER AND PARTIAL
                           WITHDRAWAL 
                   8.1     Surrender of the Policy
                   8.2     Net Cash Surrender Value
                   8.3     Partial Withdrawal
                   8.4     Postponement of Payments

     SECTION       9.      DEATH BENEFIT
                   9.1     Death Benefit Proceeds
                   9.2     Interest on Proceeds
                   9.3     Death Benefit
                   9.4     Postponement of Payment

     SECTION       10.     POLICY CHANGES AND EXCHANGE
                           OF POLICY
                   10.1    Change in Death Benefit Options
                   10.2    Change in the Specified Amount
                   10.3    Decreasing the Specified Amount
                   10.4    Increasing the Specified Amount
                   10.5    Time Period for Exchange

     SECTION       11.     LOAN BENEFITS
                   11.1    Making a Policy Loan
                   11.2    Interest
                   11.3    Other Borrowing Rules
                   11.4    Repaying a Policy Debt

     SECTION       12.     PAYMENT OPTIONS
                   12.1    Payment Option Rules
                   12.2    Description of Options

     SECTION       13.     NOTES ON OUR COMPUTATIONS
                   13.1    Basis of Computations
                   13.2    Methods of Computing Values

     TABLES OF SETTLEMENT OPTIONS
<PAGE>
                             SECTION 1. DEFINITIONS


"ACCUMULATION  VALUE" means the total  amount of value held in your  accounts at
any  time.  It is  equal  to the  total of the  accumulation  value  held in the
Account,  the Fixed  Account,  and the  accumulation  value held in the  general
account which secures policy loans.

"BENEFICIARY"  means the person to whom the death  benefit  proceeds are payable
upon the  death of the  Insured.  The  beneficiary  is named by the Owner in the
application.  If changed, the beneficiary is as shown in the latest change filed
and recorded with us. If no beneficiary  survives the Insured,  the Owner or the
Owner's  estate will be the  beneficiary.  The  interest of any  beneficiary  is
subject to that of any assignee.

"DEATH BENEFIT" means the total amount of insurance  coverage provided under the
selected death benefit option of the policy.

"DEATH BENEFIT  PROCEEDS"  means the proceeds  payable to the  beneficiary  upon
receipt by us of the  satisfactory  proof of the death of the Insured  while the
policy  is in  force.  It is  equal  to:  (1) the  death  benefit;  plus (2) any
additional  life  insurance  proceeds  provided  by any  riders;  minus  (3) any
outstanding policy debt; minus (4) any overdue monthly deductions, including the
deduction for the month of death.

"GUARANTEED  DEATH BENEFIT  PREMIUM" is an optional  premium amount shown on the
policy schedule pages. If the owner makes cumulative premium payments,  less any
partial  withdrawals  or  policy  loans,  equal to or  greater  than  cumulative
Guaranteed Death Benefit Premiums, we will guarantee that this policy remains in
force on each monthly  activity  date during the first three policy  years.  See
Section 3 for  further  discussion  of the  Guaranteed  Death  Benefit  Premium,
planned  periodic  premiums  and your options for  guaranteeing  coverage in the
first three policy years.

"INITIAL  PREMIUM" as shown on the  schedule  pages is the greater of the amount
received with the application or the Minimum Initial Premium.

"INSURED" means the person upon whose life the policy is issued.

"ISSUE AGE" means the age at the Insured's nearest birthday on the policy date.

"ISSUE DATE" means the date that all financial,  contractual, and administrative
requirements have been completed and processed.  The issue date will be shown in
a confirmation notice sent to you.

"MATURITY  DATE"  means  the date we pay any net cash  surrender  value,  if the
Insured is still living. This date is shown on the schedule pages.

"MINIMUM INITIAL PREMIUM" as shown on the schedule pages is the minimum premium
required to put this policy in force.

"MONTHLY  ACTIVITY  DATE"  means the same date in each  succeeding  month as the
policy date except that whenever the monthly activity date falls on a date other
than a  valuation  date,  the  monthly  activity date  will be  deemed  the next
valuation date.

"MONTHLY  DEDUCTIONS" means the deductions taken from the Accumulation  Value on
the monthly activity date. These deductions are equal to: 1) the current cost of
insurance charge; 2) the administrative expense charge; 3) any flat extra rating
charge; and 4) rider charges.

"NET CASH SURRENDER  VALUE" means the  accumulation  value on any valuation date
less any outstanding policy debt.

"NET PREMIUM" means the premium paid less the percent of premium charges.

"OUTSTANDING  POLICY DEBT" means the sum of all unpaid  policy loans and accrued
interest on policy loans. 

"OWNER"  means 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 Owner.  A  collateral  assignee  is not the Owner.  See  Section 2.7 for the
rights and privileges of the Owner.

Form 4055-3
<PAGE>
"PERCENT OF PREMIUM CHARGE" is an amount deducted from each premium  received to
cover  certain  expenses.  This  charge  is a  percentage  of the  premium.  The
applicable percentage can be found in Section 3.7 of the policy.

"PLANNED PERIODIC PREMIUM" means a selected  scheduled premium of a level amount
at a fixed interval.  The initial planned periodic premium you selected is shown
on the schedule page. See Section 3.3 of the policy.

"POLICY  DATE"  means  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 will be
later if additional premiums or application  amendments are required at the time
of delivery.

"POLICY YEAR" means the period from one policy  anniversary  date until the next
policy anniversary date.

"SEC" means the Securities and Exchange Commission.

"SATISFACTORY PROOF OF DEATH" means all of the following must be submitted:

(1) A certified copy of the death certificate;

(2) A Notice of Death Claim;

(3)  The Policy; and

(4)  Any other  information  that we may  reasonably  require to  establish  the
     validity of the claim.

"SPECIFIED  AMOUNT"  means the minimum  death benefit under the policy while the
policy remains in force.  The initial  specified amount is shown on the schedule
pages. Adjustments and changes to the specified amount can occur as discussed in
Section 10.

"SURRENDER"  means this policy may be terminated before the maturity date during
the  Insured's  life for its net cash  surrender  value.  See  Section  8 of the
policy.

"VALUATION DATE" is as of the close of trading of the New York Stock Exchange on
each day on which the Exchange is open for trading.

"YOU" AND "YOUR" refer to the Owner of this policy.  The Insured may or may  not
be the Owner.

"WE",  "US" AND "OUR" refer to Ameritas  Life  Insurance  Corp.  Our Home Office
means our  administrative  office at One Ameritas Way, P.O. Box 81889,  Lincoln,
Nebraska 68501-1889.


                          SECTION 2. GENERAL PROVISIONS

2.1 MEANING OF IN FORCE

The policy will remain in force as long as on each monthly activity date the net
cash surrender value is sufficient to cover monthly deductions.

However,  this policy will remain in force during the first three policy  years,
even  if  the  net  cash  surrender  value  is  insufficient  to  cover  monthly
deductions,  if cumulative premiums paid, less any partial withdrawals or policy
loans,  equal or exceed cumulative  Guaranteed Death Benefit Premiums.  

2.2 WHEN THIS POLICY TERMINATES

This policy will terminate on the earliest of:

(1)   Any  monthly   activity   date   when  the   net  cash  surrender value is
      insufficient to cover monthly deductions and the grace period ends without
      sufficient premium being paid.  However, if this  occurs during  the first
      three  policy  years  and  cumulative  premiums  paid,  less  any  partial
      withdrawals or policy loans, equal or exceed  cumulative  Guaranteed Death
      Benefit Premiums, then the policy will not terminate;

(2)   The Insured dies;
<PAGE>
(3)   You request the coverage be terminated and you return this policy; or

(4)   This policy matures.


2.3 THE POLICY AND ITS PARTS

This policy is a legal  contract  between you and us. It is issued in return for
the  application  and payment in advance of the initial  premium as described in
Section 3.1. The policy,  application,  any supplemental  applications,  riders,
endorsements,  and amendments are the entire contract.  No change in this policy
will be valid unless it is in writing,  attached to this policy, and approved by
either the  president  or  secretary  of the  company.  No agent may change this
policy or waive any of its provisions.


2.4 REPRESENTATIONS AND CONTESTABILITY

We rely on statements made in the application. In the absence of fraud, they are
considered  representations  and not warranties.  We can contest this policy for
any material  misrepresentation  of fact. The  misrepresentation  must have been
made in the application  attached to the policy when issued or in a supplemental
application  made a part of the  policy  when a change  in  coverage  went  into
effect.

We cannot  contest this policy  after it has been in force during the  Insured's
life for two years  from the  policy  date.  Nor can we  contest  any  increased
benefits later than two years after the effective date of the increased benefits
during the Insured's  life. Any increase or  reinstatement  will be contestable,
within  the  two  year  period,  only  with  regard  to  statements  made in the
supplemental application. This provision does not apply to riders with their own
contestability provision.


2.5 MISSTATEMENT OF AGE OR SEX

If the age or sex of the  Insured  or any  person  insured  by  rider  has  been
misstated on the  application,  the death  benefit and any  additional  benefits
provided will be those which would be purchased by the most recent deduction for
the cost of  insurance  and the cost of any  additional  benefits at the Insured
person's correct age or sex. 

2.6 SUICIDE

If the Insured commits  suicide while sane or insane,  within two years from the
policy  date,  we will limit the  proceeds.  The  limited  amount will equal all
premiums  paid  for  this  policy,   less  outstanding   policy  debt,   partial
withdrawals, and the cost for riders.

If the Insured commits suicide,  while sane or insane, within two years from the
effective  date of any  increase  in the  specified  amount,  we will  limit the
proceeds  payable with respect to the  increase.  The proceeds thus limited will
equal the total cost of insurance applicable to the increase.

2.7 THE OWNER

While the  Insured is living you have all the  benefits,  rights and  privileges
under  this  policy.  These  include  naming a  successor  owner,  changing  the
beneficiary,   assigning  this  policy,   enjoying  all  policy  benefits,  and
exercising all policy options.

If you are not the Insured,  you should name a  successor-owner  who will become
the Owner if you die before the Insured. If you die before the Insured and there
is no successor-owner, ownership will pass to your estate.

2.8 THE BENEFICIARY

You can name primary and  contingent  beneficiaries.  Your original  beneficiary
choice is shown in the attached application.

Unless a payment plan is chosen,  the proceeds  payable at the  Insured's  death
will  be  paid  in a lump  sum  to  the  primary  beneficiary.  If  the  primary
beneficiary dies before the Insured, the proceeds will be paid to the contingent
beneficiary.  If no beneficiary  survives the Insured, the proceeds will be paid
to your estate.

2.9 CHANGING THE BENEFICIARY

You may change the beneficiary  during the Insured's  lifetime.  We do not limit
the number of changes  that may be made.  To make the change,  we must receive a
completed Change of Beneficiary form and

Form 4055-4
<PAGE>
any other forms  required by the Home Office.  The change will take effect as of
the date we record it at the Home Office,  even if the Insured dies before we do
so. Each  change  will be subject to any payment we made or any other  action we
took before the change is recorded.

2.10 ASSIGNING THE POLICY

You may assign this  policy.  For an  assignment  to bind us, we must  receive a
signed copy in the Home Office.  We are not  responsible for the validity of any
assignment.

An assignment is subject to any policy debt. Policy debt is discussed in Section
11.

2.11 NON-PARTICIPATING

This policy is  non-participating.  In other words,  no  dividends  will be paid
under this policy.


                           SECTION 3. PREMIUM PAYMENTS


3.1 INITIAL PREMIUM

An initial premium at least equal to the Minimum Initial Premium must be paid on
or before  delivery of the policy.  The initial  premium  shown on the  schedule
pages is the greater of the amount  received with the application or the Minimum
Initial Premium.

3.2 GUARANTEED DEATH BENEFIT PREMIUM

You have the  option to pay a planned  premium  based on the  annual  Guaranteed
Death Benefit Premium. This premium is shown on the schedule pages.

During the first three policy  years,  if  cumulative  premiums  paid,  less any
partial withdrawals or policy loans, equal or exceed cumulative Guaranteed Death
Benefit  Premiums,  then this  policy  will not  terminate  even if the net cash
surrender  value is  insufficient  to cover monthly  deductions.  This guarantee
option is only available  during the first three policy years.  See Sections 2.1
and 2.2.

3.3  PLANNED PERIODIC PREMIUM

This is a  flexible  premium  policy.  You may  choose to pay  planned  periodic
premiums,  and as  indicated  in Section 3.2, you may elect to base your planned
periodic  premiums on the Guaranteed  Death Benefit  Premium.  However,  planned
periodic  premiums  are not  required.  The amount and  frequency of the planned
periodic  premiums  you  selected  when the  policy  was  issued is shown on the
schedule  pages.  You can change the  frequency of the payments or the amount by
sending a written request to the Home Office. Premiums may not be paid after the
maturity  date.  We reserve the right to limit the amount and  frequency  of the
planned periodic premiums you choose to pay.

3.4 UNSCHEDULED PREMIUMS

Any premium we receive under this policy in an amount different from the planned
periodic  premiums  will  be  considered  an  unscheduled  premium.  Unscheduled
premiums can be made at any time while the policy is in force.

3.5 PREMIUM LIMITS

We reserve the right to limit the amount and frequency of premium  payments.  We
will not  accept  that  portion  of a  premium  payment  which  affects  the tax
qualifications  of this  policy as  described  in Section  7702 of the  Internal
Revenue Code, as amended. This excess amount will be returned to you.

3.6 WHERE TO PAY PREMIUMS

Each premium after the first one is payable at our Home Office.  Upon request, a
receipt signed by our Secretary or an Assistant  Secretary will be given for any
premium payment.

3.7 PREMIUM CHARGES

The percent of premium charge is deducted  from  each premium  payment received.
The percent of
<PAGE>
premium  charge is a maximum of 5%. We have the option of  charging  the current
percent of premium charge which can be less than the maximum. The premium charge
will be shown in the annual report.

3.8 ALLOCATION OF NET PREMIUMS

As of the issue date,  net premiums  then  received will be allocated to a money
market  Subaccount.  As of the 13th day after the issue date,  the  accumulation
value will be allocated to the  Subaccounts  or to the Fixed  Account  which you
have  selected on the  application.  Any  additional  premium  received  will be
allocated in accordance with your instructions. You may change the allocation of
later premiums  without  charge.  The allocation  will apply to future  premiums
after we receive the change. The Subaccounts and the Fixed Account are discussed
in Sections 5 and 6.


                    SECTION 4. GRACE PERIOD AND REINSTATEMENT


4.1 GRACE PERIOD

If the net cash surrender  value on any monthly  activity date is not sufficient
to cover monthly  deductions,  a grace period of 61 days will be allowed for the
payment of a premium  sufficient  to cover these  deductions.  However,  if this
occurs  during  the  first  three  policy  years  and you have  paid  cumulative
premiums, less any partial withdrawals or policy loans, equal to or in excess of
cumulative  Guaranteed  Death  Benefit  Premiums as defined in Section 3.2, this
policy will remain in force as long as you continue to meet the Guaranteed Death
Benefit Premium requirement.

The 61 day grace period will begin on the day we mail a notice of the  necessary
premium.  We will mail this notice to you at your last known  address and to any
assignee of record.  If  sufficient  premium is not paid by the end of the grace
period, this policy will terminate without value.

If the Insured dies during the grace period, the overdue monthly deductions will
be deducted from the death proceeds.

4.2 CONTINUATION OF INSURANCE

Insurance  coverage under this policy and any benefits  provided by any rider(s)
will be continued through the grace period.

4.3 REINSTATING THE POLICY

If the Insured is living and  application  is made  within  three years from the
beginning of any grace period,  this policy can be considered for  reinstatement
if it terminated  because a grace period ended without  sufficient premium being
paid.

To apply for reinstatement,  you must send evidence  satisfactory to us that the
Insured is insurable.  The effective date of the reinstatement will be the first
monthly  activity  date  on or next  following  the  date  the  application  for
reinstatement is approved.

Reinstatement  will  require  you to pay a premium at least equal to three times
the  current  month's  monthly  deductions.  However,  we will  accept  a larger
premium.  If  reinstatement  occurs during the first three policy years, you may
pay a premium  equal to the  monthly  prorata  portion of the  Guaranteed  Death
Benefit  Premium  that would have been due if the policy had not lapsed in order
to continue to meet the Guaranteed Death Benefit Premium requirement.

This policy  cannot be reinstated  if it has been  surrendered  for its net cash
surrender  value,  nor can it be reinstated  after the maturity date. Any policy
debt will be reinstated.

Form 4055-5
<PAGE>
                           SECTION 5. SEPARATE ACCOUNT

5.1 THE ACCOUNT

The word Account,  where we use it in this policy without  qualification,  means
the  Ameritas  Life  Insurance  Corp.  Separate  Account  LLVL.  This  is a unit
investment  trust  registered  with the SEC under the Investment  Company Act of
1940.  It is also  subject  to the laws of  Nebraska.  We own the  assets of the
Account and keep them separate from the assets of our general account.

The  Account  is used only to fund the  variable  benefits  provided  under this
policy and any other variable life policies supported by the Account.

The assets of the Account  will be  available  to cover the  liabilities  of our
general  account  only to the extent that the assets of the  Account  exceed the
liabilities of the Account arising under the variable life policies supported by
the Account.

5.2 THE SUBACCOUNTS

The Account has several  Subaccounts.  We list them in the schedule  pages.  You
determine,  using  percentages,  how the net premium will be allocated among the
Subaccounts.  You may choose to allocate nothing to a particular Subaccount, but
any  allocation  you make must be at least 10%.  You may not choose a fractional
percent.  The allocations to the Subaccounts along with allocations to the Fixed
Account  must  total  100%.  The assets of each  Subaccount  will be used to buy
shares in a corresponding  portfolio of the funding  vehicles  designated in the
policy  schedule  pages.  (See "The  Funds"  below.)  Income  and  realized  and
unrealized gains or losses from the assets of each Subaccount of the Account are
credited to or charged against that Subaccount  without regard to income,  gains
or losses in the other  Subaccounts of the Account,  our general  account or any
other separate accounts.

5.3  VALUATION OF ASSETS

We will determine the value of the assets of each  Subaccount at the end of each
valuation date.

5.4 TRANSFER AMONG SUBACCOUNTS

You may  transfer  amounts  among  Subaccounts  as often as you wish in a policy
year.  The transfer will take effect on the later of the date  designated in the
request or on the valuation date following receipt of the written request at our
Home Office.

Each transfer must be for a minimum of $250 or the balance in the Subaccount, if
less.  The first 15  transfers  per policy year will be allowed  free of charge.
Thereafter,  a $10.00  transfer  charge may be  deducted  from the  accumulation
value.  The  minimum  amount  which can remain in a  Subaccount  or in the Fixed
Account as a result of a transfer is $100.00. Any amount below this minimum must
be included in the amount transferred.

5.5 THE FUNDS

The word Funds, where we use it in this policy without qualification,  means the
funding  vehicles  designated  in the  policy  schedule  pages.  The  Funds  are
registered with the SEC under the Investment  Company Act of 1940 as diversified
open-end management investment companies. The Funds bear their own expenses. The
Funds have several portfolios;  there is a portfolio that corresponds to each of
the Subaccounts of the Account. We list these portfolios in the schedule pages.

5.6 PORTFOLIO CHANGES

A  portfolio  of the  Funds  might,  in our  judgement,  become  unsuitable  for
investment by a Subaccount.  This might happen because of a change in investment
policy,  because of a change in laws or  regulations,  because the shares are no
longer available for investment,  or for some other reason.  If that occurs,  we
have the right to  substitute  another  portfolio of the Funds,  or to invest in
another  fund.  But we would first notify and receive  approval from the SEC and
the Nebraska  Insurance  Department.  This approval  process is on file with the
insurance  commissioner of the state where this policy is delivered.  If the SEC
requires that such action receive approval from a majority of the  policyholders
in the  Account,  then you will be notified  of your right to vote.  You will be
notified of any material  change in the  investment  policy of any  portfolio in
which you have an interest.  If you are dissatisfied with any change, you always
have the option to transfer all or a portion of your  accumulation  value to the
Fixed  Account (See Section  6.2) or to one of the other  available  Subaccounts
(See Section 5.4).
<PAGE>
                          SECTION 6. THE FIXED ACCOUNT


6.1 THE FIXED ACCOUNT

Net premiums  allocated to and  transfers to the Fixed  Account under the policy
become part of the general account assets of Ameritas Life Insurance Corp. which
support  annuity and insurance  obligations.  The Fixed Account  includes all of
Ameritas  Life  Insurance  Corp.'s  assets,  except those assets  segregated  in
separate accounts.  Ameritas Life Insurance Corp.  maintains the sole discretion
to invest the assets of the Fixed Account, subject to applicable law.

You determine, using percentages, how the premium will be allocated to the Fixed
Account.  You may choose to allocate  nothing to the Fixed Account.  The minimum
allocation must be at least 10%; you may not choose a fractional percentage. The
allocations to the Fixed Account along with  allocations to the Subaccounts must
total 100%.

6.2 TRANSFERS AMONG THE FIXED ACCOUNT AND THE SUBACCOUNTS

You may transfer into the Fixed Account from the  Subaccounts at any time during
the policy year.

You  may  make  one  transfer  out  of the  Fixed  Account  to any of the  other
Subaccounts only during the 30 day period following each policy anniversary.
                                                    ----

The allowable transfer amount out of the Fixed Account is limited to the greater
of:

1.     25% of the Fixed Account Balance; or

2.     any Fixed Account transfer which occurred during the prior 13 months; or

3.     $1,000.

Transfers  into or from the Fixed  Account will be subject to the same  transfer
charges and minimums that are applied to transfers  among the  Subaccounts.  See
Section 5.4.


                          SECTION 7. ACCUMULATION VALUE


7.1 HOW ACCUMULATION VALUE OF THE POLICY IS DETERMINED

The accumulation value of the policy on the issue date is:

     a.    The net premiums received by us on or before the issue date; minus

     b.    Any monthly deductions due on or before the issue date.

The accumulation  value of this policy on a valuation date is equal to the total
of the values in each  Subaccount and the Fixed Account,  plus the  accumulation
value impaired by policy debt which is held in the general account, plus any net
premium received on that valuation date but not yet allocated.

7.2  ACCUMULATION VALUE OF THE SUBACCOUNTS

To compute the accumulation value held in the Subaccounts on any valuation date,
we multiply each  Subaccount's  unit value (defined in Section 7.4 below) by the
number of Subaccount units allocated to the policy.

The number of Subaccount units will increase when:

     a.    Net premiums are credited to that Subaccount;

     b.    Transfers from other Subaccounts are credited to that Subaccount; or

     c.    Policy  debt  (principal or interest)  is  repaid,  or  interest  is
           credited  from  the amount held in the general account to secure the
           policy debt.

Form 4055-6
<PAGE>
The number of Subaccount units will decrease when:

     a.    A policy loan is taken from that Subaccount;

     b.    A partial withdrawal, and its charge, is taken from that Subaccount;

     c.    A portion of the monthly deduction is taken from that Subaccount;

     d.    A transfer,  and its charge,  is made  from that Subaccount to other
           Subaccounts; or

     e.    Policy loan interest not paid when due is taken from that Subaccount.

Each transaction  above will increase or decrease the number of Subaccount units
allocated  to  the  policy  by an  amount  equal  to  the  dollar  value  of the
transaction divided by the current unit value.

7.3  NET ASSET VALUE

The net asset value of the shares of each  portfolio  of the Fund is  determined
once daily as of the close of  business  of the New York Stock  Exchange on days
when the Exchange is open for  business.  The net asset value is  determined  by
adding  the  values  of all  securities  and  other  assets  of  the  portfolio,
subtracting  liabilities  and expenses and dividing by the number of outstanding
shares of the portfolio. Expenses, including the investment advisory fee payable
to the Investment Advisor, are accrued daily.

7.4 SUBACCOUNT UNIT VALUE

For each Subaccount, the value of an accumulation unit (unit value) was set when
the  Subaccount was  established.  These initial unit values can be found in the
schedule  pages.  The unit  value of each  Subaccount  reflects  the  investment
performance of that Subaccount. The unit value may increase or decrease from one
valuation date to the next.

The unit value of each  Subaccount on any valuation  date shall be calculated as
follows:

     a.    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

     b.    A  charge  not  exceeding  an annual  rate of .90% times the value of
           the assets  of  each  subaccount on the valuation  date for mortality
           and expense risk; divided by

     c.    The  total  number of units held in the  Subaccount  on the valuation
           date before the purchase or redemption of any units on that date.

When  transactions  are  made,  the  actual  dollar  amounts  are  converted  to
accumulation  units. The number of accumulation units for a transaction is found
by dividing the dollar amount of the transaction by the current unit value.

7.5 ACCUMULATION VALUE OF THE FIXED ACCOUNT

The accumulation value of the Fixed Account on a valuation date is equal to:

     a.    The net premiums credited to the Fixed Account; plus

     b.    Any transfers from the Subaccounts credited to the Fixed Account;
           plus

     c.    Any policy debt (principal or interest) repaid, or interest  credited
           from the amount held in the general  account  to  secure  the  policy
           debt; minus

     d.    Any policy loan taken from the Fixed Account; minus

     e.    Any  partial  withdrawal and its charge taken from the Fixed Account;
           minus

     f.    The  portion  of the monthly  deduction taken from the Fixed Account;
           minus

     g.    Any transfer and its charge made from the Fixed Account; minus

     h.    Any  policy  loan  interest  not  paid  when due taken from the Fixed
           Account; plus

     i.    Interest credits.
<PAGE>
7.6 INTEREST CREDITS

We guarantee that the  accumulation  value in the Fixed Account will be credited
with  an  effective  annual  interest  rate of at  least  3.5%.  We may,  at our
discretion, credit a higher current rate of interest.

7.7 ADMINISTRATIVE EXPENSE CHARGE

On each  monthly  activity  date,  one-twelfth  of an annual  charge  called the
administrative  expense charge will be deducted from the accumulation value. The
guaranteed maximum amount we can charge is $108 per policy for each policy year.
This charge is guaranteed. We have the option of charging current administrative
expense  charges,  which can be less than the guaranteed,  and will be stated in
the annual report.

We will charge the guaranteed amount during the first 12 policy months following
an increase in the specified amount.

7.8 MONTHLY DEDUCTION

The  monthly   deduction  is  a  charge  made  each  policy  month  against  the
accumulation  value  allocated to the Account and to the Fixed Account.  Monthly
deductions  will be deducted from the  Subaccounts  and the Fixed Account in the
same  proportion as the balances held in the  Subaccounts and the Fixed Account.
The monthly deduction is equal to:

     a.    The administrative expense charge; plus

     b.    The  cost  of  insurance for the current policy month,  including the
           cost for any riders; plus

     c.    One-twelfth of any flat extra rating charge.

Refer to the "Table of Policy  Charges"  and the  "Schedule  of  Charges" in the
schedule pages for further details.

7.9 COST OF INSURANCE

The cost of insurance will be figured each month. It is the cost for this policy
(including any increases in the specified amount) plus the cost for any riders.
The cost for this policy is equal to:

     a.    the  death  benefit on the monthly activity date,  discounted  at the
           guaranteed rate of interest for the Fixed Account for one month; less

     b.    the  accumulation  value  on  the monthly  activity  date,  after all
           monthly   deductions  have  been   taken   except  for  the  cost  of
           insurance;

     c.    the  above  result  multiplied  by  the  monthly  cost per  $1,000 of
           insurance  (as  described  below   in  the  Cost of  Insurance  Rates
           section); divided

     d.    by $1,000.

The charge made during the policy year will be shown on the annual report.

7.10 COST OF INSURANCE RATES

For the initial  specified  amount,  the cost of insurance rates will not exceed
those shown in the column of guaranteed  cost of insurance  rates.  These annual
rates are shown in the  "Table of Policy  Charges"  in the  schedule  pages.  To
calculate the monthly rates,  divide by 12 and round to the nearest five decimal
places.

Each year,  the annual cost of  insurance  rates will be  declared  for the next
policy  year.  These  rates  will be based on the issue age,  specified  amount,
policy  year,  and sex of the  Insured.  The  rate  will  vary by the  Insured's
underwriting class.

Insureds  will be  considered  smokers on the  policy  anniversary  nearest  the
Insured's  20th birthday and charged  smoker cost of insurance  rates.  Prior to
reaching this anniversary,  the Insured will be sent a notification and forms to
be completed and returned to the Home Office providing  evidence of a non-smoker
status.  If the Insured  cannot  qualify as a non-smoker  or fails to return the
forms giving evidence of a non-smoker status, then that Insured will continue to
be charged current smoker rates.
<PAGE>
If the policy is rated at issue with extra premiums,  the guaranteed rates shown
are a multiple  of the  guaranteed  rates for a standard  issue.  This  multiple
factor is shown on the schedule  page.  The cost of insurance rate for the first
policy year is shown on the schedule page.

Any change in the cost of insurance  rates will apply to all policies having the
same  issue  age,  specified  amount,  policy  year,  sex,  plan,  issue  month,
classification and guaranteed cost of insurance rates as this policy.

7.11 ANNUAL REPORT

Each year the Owner will be mailed an annual  report that shows the  progress of
the policy. This report will show for the last policy year:

       a.    premiums paid;

       b.    expense charges;

       c.    interest credits; and

       d.    cost of insurance.

As of the date of the report, the following values will be shown:

       a.    accumulation value;

       b.    specified amount of insurance;

       c.    death benefit; and

       d.    outstanding debt, if any.

7.12 ILLUSTRATIVE REPORTS

The Owner may request a report  illustrating  future  values of the policy under
both guaranteed and current assumptions.  A reasonable fee not to exceed $50 may
be charged for this report.



               SECTION 8. POLICY SURRENDER AND PARTIAL WITHDRAWALS


8.1 SURRENDER OF THE POLICY

The policy may be  surrendered  before the maturity  date at any time during the
Insured's life for its net cash surrender value.


8.2 NET CASH SURRENDER VALUE

The amount  payable upon  surrender is the  accumulation  value on the valuation
date we receive your written request,  less any outstanding policy debt. The net
cash  surrender  value is  payable  in one lump sum or under one of the  payment
options. See Section 12.


8.3 PARTIAL WITHDRAWAL

A partial withdrawal of this policy may be made after the first three months for
any amount of at least $500 subject to the following rules:

       a.    The net cash surrender value  remaining after a partial  withdrawal
             must be at least  $1,000 or an amount  sufficient  to maintain  the
             policy in force for the remainder of the policy year.

       b.    A partial withdrawal is irrevocable.

       c.    Request must be made to us in writing on a form approved by us.

       d.    A partial withdrawal will not be allowed if the resulting specified
             amount  after the  withdrawal  is less than  $100,000  in the first
             three years and $75,000 thereafter.

       e.    A withdrawal charge will be deducted from the amount withdrawn. The
             charge  will not  exceed  the  lesser  of $50 and 2% of the  amount
             withdrawn.

       f.    Only one withdrawal is permitted per policy year.

Partial withdrawals will affect other policy values. The accumulation value will
be reduced by the amount of the partial withdrawal. If Death Benefit
<PAGE>
Option A is in effect on the date of a partial withdrawal,  the specified amount
will also be reduced by the amount of the partial  withdrawal.  These reductions
will also reduce the death benefits. See Section 9.

You may tell us how to allocate the partial withdrawal among the Subaccounts and
the Fixed Account,  provided that the minimum  amount  remaining in a Subaccount
and the Fixed  Account as a result of the  allocation is $100. If you do not, or
if there is not enough value in any Subaccount or the Fixed Account, the partial
withdrawal  will be allocated among the Subaccounts and the Fixed Account in the
same proportion that the policy's  accumulation value in each Subaccount and the
Fixed Account bears to the total  accumulation  value in all Subaccounts and the
Fixed Account on the date we receive the request in our Home Office.


8.4 POSTPONEMENT OF PAYMENTS

We will  usually pay any amounts  payable  from the  Subaccounts  as a result of
surrender,  partial withdrawals,  or policy loans within seven (7) days after we
receive written request in our Home Office in a form  satisfactory to us. We can
postpone such payments or any transfers of amounts between Subaccounts if:

       a.    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 SEC; or

       b.    The SEC by order  permits the  postponement  for the  protection of
             policyowners; or

       c.    An emergency  exists as determined by the SEC, as a result of which
             disposal of securities is not reasonable, practicable, or it is not
             reasonable or  practicable to determine the value of the net assets
             of the Account.

We may defer the  payment of a full  surrender,  partial  withdrawals  or policy
loans from the Fixed  Account for up to six months from the date we receive your
written request.



                            SECTION 9. DEATH BENEFIT


9.1 DEATH BENEFIT PROCEEDS

The death  benefit  proceeds  payable  to the  beneficiary  upon our  receipt of
satisfactory  proof of the death of the  Insured  while this  policy is in force
will equal:

       a.    The death benefit; plus
       b.    Any additional life insurance proceeds provided by any rider; minus
       c.    Any outstanding policy debt; minus
       d.    Any  overdue  monthly  deductions  including  the deduction for the
             month of death.    

9.2 INTEREST ON PROCEEDS

Death  benefit proceeds that are paid in one lump sum will include interest at a
rate of 3% per annum (or higher if required by state law) from the date of death
to the date of payment.

9.3 DEATH BENEFIT

Subject to the provisions of this policy, the death benefit at any time prior to
the maturity date shall be either Option A or Option B.

Option A:  Basic Coverage

The death benefit will be the greater of:

       a.    The current specified amount; or
<PAGE>

       b.    A percentage of the accumulation  value on the date of death, where
             the applicable percentage is determined from the table shown below.

Option B:  Basic Coverage Plus Accumulation Value

The death benefit will be the greater of:

       a.    The current  specified  amount  plus  the accumulation value on the
             date of death; or

       b.    A percentage of the accumulation  value on the date of death, where
             the applicable percentage is determined from the table shown below.

Insured's      Applicable           Insured's   Applicable
  Age*         Percentage             Age*      Percentage
- ---------      ----------           ---------   ----------
40 or less         250%                51           178%
    41             243                 52           171
    42             236                 53           164
    43             229                 54           157
    44             222                 55           150
    45             215                 56           146
    46             209                 57           142
    47             203                 58           138
    48             197                 59           134
    49             191                 60           130
    50             185                 61           128

                        (CONTINUED AT TOP OF NEXT COLUMN)


Insured's      Applicable           Insured's   Applicable
  Age*         Percentage              Age*     Percentage
- ---------      ----------            ------     ----------
    62             126                 72           111
    63             124                 73           109
    64             122                 74           107
    65             120                75-90         105
    66             119                 91           104
    67             118                 92           103
    68             117                 93           102
    69             116                 94           101
    70             115               95-100         100
    71             113

*Insured's Age  means the attained age at the beginning of the policy year.

The initial  death  benefit  option is shown in the  schedule  pages.  It may be
changed as described in Section 10.1.

9.4 POSTPONEMENT OF PAYMENT

We will usually pay any death  benefit  proceeds  within seven (7) days after we
receive satisfactory proof of death.


                SECTION 10. POLICY CHANGES AND EXCHANGE OF POLICY


10.1 CHANGE IN DEATH BENEFIT OPTIONS

You may change the death benefit option which is shown on the schedule pages and
is referred to in Section 9. The death benefit  option may not be changed in the
first  policy year and may only be changed  once a year  thereafter.  The change
will become  effective on the first monthly  activity date on or next  following
the date we approve your requested change.

A  change  from  Option A to  Option B will  require  satisfactory  evidence  of
insurability.  If you change from Option A to Option B, the death  benefit after
the change will equal the specified amount prior to

the change,  plus the  accumulation  account as of the date of change.  A change
from Option B to Option A will change the specified amount to an amount equal to
the death benefit as of the date of change.


10.2 CHANGE IN THE SPECIFIED AMOUNT

After the policy has been in effect for one year,  you can  increase or decrease
the  specified  amount.  To make a change,  send a written  request  to our Home
Office.  Any change will be  effective on the monthly  activity  date on or next
following the date we approve the request,  unless you specify a later date. You
may only change the specified amount once a year.
<PAGE>

10.3 DECREASING THE SPECIFIED AMOUNT

A decrease in the specified amount is subject to the following conditions:

       a.    A decrease  may not be made during the first policy year nor during
             the first 12 policy  months  following  an  increase  in  specified
             amount.

       b.    The  specified  amount in effect after any decrease may not be less
             than   $100,000  in  the  first  three  policy  years  and  $75,000
             thereafter.

       c.    The resulting  specified amount after a decrease may not affect the
             tax  qualifications  of this policy as described in Section 7702 of
             the Internal Revenue Code, as amended.

A decrease  in the  specified  amount will  reduce the  specified  amount in the
following order:

       a.    The specified amount provided by the most recent increase;

       b.    the next most recent increases successively; and

       c.    the initial specified amount.


10.4 INCREASING THE SPECIFIED AMOUNT

Any increase of the specified amount is subject to the following conditions:

       a.    An increase may not be made in the first policy year.

       b.    A  supplemental  application  for  the  increase  and  satisfactory
             evidence of insurability of the Insured must be received.

       c.    The minimum amount of any increase is $25,000.

       d.    An increase cannot be made if the Insured's age nearest birthday is
             over 80.

       e.    If an increase occurs during the second or third policy years,  the
             Guaranteed   Death   Benefit   Premium   for  the  policy  will  be
             recalculated  for future  periods  based on the  current  specified
             amount.

       f.    At  the  time  of  the  increase,  the  accumulation value less any
             outstanding  policy  debt  must  be  at least equal to 12 times the
             current  month's  monthly  deduction  reflecting  the  increase  in
             specified amount.  If this value is not sufficient to support these
             monthly deductions for at least one year beyond  the effective date
             of the increase, additional premiums may be required.   You will be
             notified of any additional premium due.

10.5 TIME PERIOD FOR EXCHANGE

You may  exchange  this policy while it is in force for a new policy on the life
of the  Insured,  without new  evidence of  insurability,  at any time within 24
months of the policy date shown in the  schedule  pages.  The new policy will be
issued on the following basis:

1.  The  policy date, issue age, specified amount, and risk class of the Insured
    will be the same as for this policy.

2.  It will be a flexible premium adjustable life insurance policy available for
    exchange issued by Ameritas Life Insurance Corp. on the exchange date.

3.  The  policy  provisions  and  applicable  charges for the new policy and its
    riders  will  be  the  same as those which would have applied had the policy
    been issued originally.

4.  Any outstanding policy debt must be repaid.

5.  It will be subject to:

    -any assignments;

    -any partial withdrawals;

    -any accumulation value adjustment required; and

    -any cost or credit of exchange.

To make the  change,  you must send this  policy,  a completed  application  for
exchange, and any required payment to our Home Office. 

The change  will be  effective  on the  valuation  date when all  financial  and
contractual arrangements for the new policy have been completed.

Form 4055-9
<PAGE>
                            SECTION 11. LOAN BENEFITS

This  policy  has  loan  benefits  that  are  described  below.  The  amount  of
outstanding loans plus accrued interest is called  outstanding  policy debt. Any
outstanding  policy debt will be deducted from proceeds payable at the Insured's
death, on maturity, or on surrender.

11.1 MAKING A POLICY LOAN

After the first policy  anniversary,  you may obtain a policy loan from us. This
policy is the only security required. The maximum available loan amount is equal
to the net cash  surrender  value at the  time of the loan  less the  guaranteed
monthly  deductions  remaining for the balance of the policy year, less interest
on the policy debt including the requested  loan to the next policy  anniversary
date.

11.2 INTEREST

The  maximum  interest  rate on any loan is 6% per year.  We have the  option of
charging less. It accrues daily and becomes a part of the policy debt.  Interest
payments are due on each anniversary  date. If interest is not paid when due, it
will be added to the policy debt and will bear  interest at the rate  charged on
the loan.

11.3 OTHER BORROWING RULES

When a policy  loan is made,  or when  interest  is not paid when due, an amount
sufficient to secure the policy debt is  transferred  out of the Account and the
Fixed Account and into our general account. You may tell us how to allocate that
accumulation value among the Subaccounts and the Fixed Account provided that the
amount  remaining  in a  Subaccount  or the  Fixed  Account  as a result  of the
allocation is $100. Without specific  direction,  the accumulation value will be
allocated  among the  Subaccounts  and the Fixed Account in the same  proportion
that the policy's  accumulation  value in each  Subaccount and the Fixed Account
bears to the total  accumulation  value in all Subaccounts and the Fixed Account
on the date we make the loan.

Accumulation  value in the general  account will be credited  with 3.5% interest
annually. The interest earned will be allocated to the Subaccounts and the Fixed
Account in the same manner as net premiums.

If the policy debt exceeds the accumulation  value less any accrued expenses and
charges,  you must pay the  excess.  We will send you a notice of the amount you
must pay. If you do not pay this amount within 61 days after we send notice, the
policy will terminate  without value.  We will send the notice to you and to any
assignee of record at our Home Office.

Any loan transaction will permanently affect the values of this policy.

11.4 REPAYING A POLICY DEBT

You can repay a policy debt in part or in full anytime during the Insured's life
prior to the  maturity  date while this  policy is in force.  Repayment  must be
specifically  identified  as  such  by  you.  When a  loan  repayment  is  made,
accumulation  value in the  general  account  related  to that  payment  will be
transferred  into the  Subaccounts  and the Fixed Account in the same proportion
that net premiums are being allocated.



                           SECTION 12. PAYMENT OPTIONS

Life insurance  proceeds,  the net cash surrender value, or benefits at maturity
will be paid in one lump sum if no option is chosen. Subject to the rules stated
below,  all or part of the proceeds can be paid under a payment  option.  

During the Insured's  life, you can choose a payment  option.  A beneficiary can
choose a payment option if you have not chosen one at the Insured's death.

<PAGE>
12.1 PAYMENT OPTION RULES

There are several important payment option rules:

       a.    An  association,  corporation,  partnership  or fiduciary  can only
             receive a lump sum payment or a payment under Option b.

       b.    If this policy is  assigned,  any amount due to the  assignee  will
             first be paid in one sum. The balance, if any, may be applied under
             any payment option.

       c.    If the  payments  under any option come to less than $100 each,  we
             have the right to make payments at less frequent intervals.

       d.    The rate of interest  payable under  Options  a(i),  a(ii) and b is
             guaranteed at 3% compounded annually. Payments under Option c and d
             are based on the 1983 A-G Individual  Annuity  Tables  projected 17
             years at 3-1/2% interest.

To choose an option,  you must send a written request  satisfactory to us to our
Home Office.

12.2 DESCRIPTION OF OPTIONS

Option ai

Interest Payment Option.  We  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 us.

Option aii

Fixed  Amount  Payable Option.  Each payment will be for an agreed fixed amount.
Payments continue until the amount we hold 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 or a lump sum refund.

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, payments will continue for the lifetime of the other.  Variations
provide for a reduced  amount of payment  during the  lifetime of the  surviving
person.


                      SECTION 13. NOTES ON OUR COMPUTATIONS

13.1 BASIS OF COMPUTATION

In our  computations,  we assume that the minimum  values and reserves  held for
benefits guaranteed in the Fixed Account will earn interest at an annual rate of
3.5%.  We use mortality  rates from the  Commissioners  1980  Standard  Ordinary
Smoker and Nonsmoker,  Male and Female Continuous  Function  Mortality Tables in
computing  minimum  values and reserves  for this  policy.  For ages 0-19 we use
rates based on the aggregate table. For ages above 19, the nonsmoker values from
these Tables are used when the Insured is a nonsmoker and the smoker values from
these Tables are used where the Insured is a smoker.  The male values from these
Tables are used where the Insured is a male. The female values from these Tables
are used where the Insured is a female.

13.2 METHODS OF COMPUTING VALUES

We have filed a detailed statement of the method we use to compute policy values
and benefits  with the state where this policy was  delivered.  All these values
and benefits are not less than those required by the laws of that state.

Reserves are calculated in accordance with the Standard  Non-Forfeiture  Law and
Valuation  Law of the state in which this  policy is  delivered.  In no instance
will reserves be less than the net cash surrender values.

Form 4055-10
<PAGE>
<TABLE>
<CAPTION>

                          TABLES OF SETTLEMENT OPTIONS

TABLE B (OPTION B)                      TABLE D (OPTION D)
MONTHLY INSTALLMENTS FOR                MONTHLY INSTALLMENTS FOR EACH $1,000 OF NET PROCEEDS
EACH $1,000 OF NET PROCEEDS
                                                MALE &          MALE &            MALE &          MALE&          MALE &
YEARS  MONTHLY  YEARS  MONTHLY             AGE  FEMALE   AGE    FEMALE      AGE   FEMALE  AGE     FEMALE   AGE   FEMALE
- -------------------------------            ----------------------------------------------------------------------------------------
<S>     <C>      <C>    <C>               <C>  <C>      <C>      <C>       <C>    <C>     <C>    <C>      <C>   <C>             
  1      84.47    11     8.86              40   3.56     50       3.94      60     4.60    70     5.88     80     8.76
  2      42.86    12     8.24              41   3.59     51       3.99      61     4.69    71     6.07     81     9.21
  3      28.99    13     7.71              42   3.62     52       4.04      62     4.78    72     6.27     82     9.71
  4      22.06    14     7.26              43   3.65     53       4.10      63     4.89    73     6.50     83    10.25
  5      17.91    15     6.87              44   3.69     54       4.16      64     5.00    74     6.74     84    10.81
- ------------------------------             ---------------------------------------------------------------------------
  6      15.14    16     6.53              45   3.72     55       4.22      65     5.12    75     7.01     85    11.51
  7      13.16    17     6.23              46   3.76     56       4.29      66     5.25    76     7.30
  8      11.68    18     5.96              47   3.80     57       4.36      67     5.39    77     7.62
  9      10.53    19     5.73              48   3.84     58       4.43      68     5.54    78     7.96
 10       9.61    20     5.51              49   3.89     59       4.51      69     5.70    79     8.34
- ------------------------------             -----------------------------------------------------------
</TABLE>

     INCOME FOR PAYMENTS OTHER THAN MONTHLY WILL BE FURNISHED BY THE HOME OFFICE
     UPON REQUEST.

     TABLE D VALUES FOR COMBINATIONS OF AGES NOT SHOWN AND VALUES FOR 2 MALES OR
     2 FEMALES WILL BE FURNISHED BY THE HOME OFFICE UPON REQUEST.

TABLE C (OPTION C) MONTHLY INSTALLMENTS FOR EACH $1,000 OF NET PROCEEDS
<TABLE>
<CAPTION>
                        MALE                                                               FEMALE
- ----------------------------------------------------                ----------------------------------------------------
        LIFE        MONTHS CERTAIN              CASH                         LIFE        MONTHS CERTAIN             CASH
AGE     ONLY    60       120     180     240    REF                   AGE    ONLY    60     120     180     240     REF.
- ----------------------------------------------------                ----------------------------------------------------
<S>    <C>     <C>      <C>     <C>     <C>    <C>                   <C>    <C>    <C>     <C>     <C>     <C>     <C>
 40     3.84    3.84     3.83    3.82    3.80   3.77                  40     3.64   3.64    3.63    3.63    3.62    3.60
 41     3.88    3.88     3.87    3.86    3.83   3.81                  41     3.67   3.67    3.66    3.66    3.65    3.63
 42     3.93    3.93     3.92    3.90    3.87   3.84                  42     3.70   3.70    3.70    3.69    3.68    3.66
 43     3.98    3.97     3.96    3.94    3.91   3.88                  43     3.74   3.74    3.73    3.73    3.71    3.70
 44     4.02    4.02     4.01    3.99    3.95   3.92                  44     3.78   3.78    3.77    3.76    3.75    3.73
- -----------------------------------------------------                 --------------------------------------------------
 45     4.08    4.07     4.06    4.03    3.99   3.97                  45     3.82   3.82    3.81    3.80    3.78    3.77
 46     4.13    4.13     4.11    4.08    4.04   4.01                  46     3.86   3.86    3.85    3.84    3.82    3.80
 47     4.19    4.18     4.16    4.13    4.09   4.06                  47     3.90   3.90    3.89    3.88    3.86    3.84
 48     4.25    4.24     4.22    4.18    4.13   4.11                  48     3.95   3.95    3.94    3.93    3.90    3.88
 49     4.31    4.30     4.28    4.24    4.18   4.16                  49     4.00   4.00    3.99    3.97    3.95    3.93
- -----------------------------------------------------                 --------------------------------------------------
 50     4.37    4.37     4.34    4.30    4.23   4.21                  50     4.05   4.05    4.04    4.02    3.99    3.97
 51     4.44    4.43     4.40    4.36    4.29   4.27                  51     4.10   4.10    4.09    4.07    4.04    4.02
 52     4.51    4.50     4.47    4.42    4.34   4.32                  52     4.16   4.16    4.15    4.12    4.09    4.07
 53     4.59    4.58     4.54    4.48    4.40   4.38                  53     4.22   4.22    4.20    4.18    4.14    4.12
 54     4.67    4.66     4.62    4.55    4.45   4.45                  54     4.29   4.28    4.26    4.23    4.19    4.17
- -----------------------------------------------------                 --------------------------------------------------
 55     4.76    4.74     4.70    4.62    4.51   4.52                  55     4.35   4.35    4.33    4.30    4.24    4.23
 56     4.85    4.83     4.78    4.70    4.57   4.59                  56     4.42   4.42    4.40    4.36    4.30    4.29
 57     4.94    4.92     4.87    4.77    4.64   4.66                  57     4.50   4.49    4.47    4.43    4.36    4.35
 58     5.04    5.02     4.96    4.85    4.70   4.74                  58     4.58   4.57    4.54    4.50    4.42    4.42
 59     5.15    5.13     5.06    4.94    4.76   4.82                  59     4.67   4.66    4.62    4.57    4.48    4.48
- -----------------------------------------------------                 --------------------------------------------------
 60     5.27    5.24     5.16    5.02    4.83   4.90                  60     4.76   4.74    4.71    4.65    4.55    4.56
 61     5.39    5.36     5.27    5.11    4.89   4.99                  61     4.85   4.84    4.80    4.73    4.62    4.63
 62     5.52    5.49     5.38    5.20    4.95   5.08                  62     4.95   4.94    4.89    4.81    4.68    4.71
 63     5.66    5.62     5.50    5.30    5.02   5.18                  63     5.06   5.05    4.99    4.90    4.75    4.80
 64     5.81    5.77     5.63    5.39    5.08   5.29                  64     5.18   5.16    5.10    4.99    4.82    4.89
- -----------------------------------------------------                 --------------------------------------------------
 65     5.98    5.92     5.76    5.49    5.14   5.39                  65     5.30   5.28    5.21    5.08    4.89    4.98
 66     6.15    6.09     5.90    5.59    5.20   5.51                  66     5.44   5.41    5.33    5.18    4.96    5.08
 67     6.33    6.26     6.04    5.69    5.26   5.62                  67     5.58   5.55    5.45    5.28    5.03    5.19
 68     6.53    6.45     6.19    5.79    5.32   5.75                  68     5.73   5.70    5.59    5.39    5.10    5.30
 69     6.74    6.64     6.34    5.89    5.37   5.88                  69     5.90   5.86    5.73    5.50    5.17    5.42
- -----------------------------------------------------                 --------------------------------------------------
 70     6.96    6.85     6.50    5.99    5.42   6.02                  70     6.07   6.03    5.87    5.61    5.24    5.54
 71     7.20    7.06     6.66    6.09    5.46   6.16                  71     6.26   6.21    6.03    5.72    5.30    5.67
 72     7.46    7.29     6.83    6.18    5.51   6.31                  72     6.47   6.40    6.19    5.83    5.36    5.81
 73     7.73    7.53     7.00    6.28    5.54   6.47                  73     6.69   6.62    6.36    5.94    5.42    5.96
 74     8.02    7.79     7.17    6.36    5.58   6.63                  74     6.94   6.84    6.54    6.05    5.47    6.11
- -----------------------------------------------------                 --------------------------------------------------
 75     8.32    8.05     7.34    6.45    5.61   6.81                  75     7.20   7.08    6.72    6.16    5.51    6.28
 76     8.66    8.34     7.52    6.53    5.64   6.99                  76     7.48   7.34    6.91    6.27    5.56    6.45
 77     9.01    8.63     7.69    6.60    5.66   7.19                  77     7.78   7.61    7.10    6.37    5.59    6.64
 78     9.39    8.94     7.87    6.67    5.68   7.39                  78     8.11   7.90    7.30    6.46    5.63    6.83
 79     9.80    9.27     8.04    6.74    5.70   7.60                  79     8.47   8.21    7.50    6.55    5.65    7.03
- -----------------------------------------------------                 --------------------------------------------------
 80    10.23    9.61     8.20    6.79    5.71   7.83                  80     8.85   8.54    7.70    6.63    5.68    7.25
 81    10.70    9.96     8.37    6.85    5.72   8.06                  81     9.27   8.89    7.90    6.71    5.70    7.48
 82    11.20   10.32     8.52    6.89    5.73   8.31                  82     9.72   9.26    8.09    6.78    5.71    7.72
 83    11.72   10.69     8.67    6.93    5.74   8.57                  83    10.21   9.64    8.28    6.84    5.73    7.98
 84    12.29   11.07     8.81    6.97    5.75   8.84                  84    10.74  10.05    8.46    6.89    5.74    8.25
 85    12.89   11.46     8.95    7.00    5.75   9.13                  85    11.32  10.47    8.63    6.94    5.74    8.53
- -----------------------------------------------------                 --------------------------------------------------
</TABLE>

INCOME FOR PAYMENTS OTHER THAN MONTHLY WILL BE FURNISHED BY THE HOME OFFICE UPON
REQUEST.

TABLE C VALUES FOR AGES BELOW 40 AND ABOVE 85, AND VALUES FOR 300 AND 360 MONTHS
CERTAIN WILL BE FURNISHED BY THE HOME OFFICE UPON REQUEST.

Form 4055-11
<PAGE>











   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. NET CASH SURRENDER VALUE
         IF ANY, PAYABLE AT MATURITY. DEATH BENEFIT PROCEEDS PAYABLE AT
       DEATH OF INSURED PRIOR TO MATURITY DATE. FLEXIBLE PREMIUMS PAYABLE
           DURING LIFETIME OF INSURED UNTIL MATURITY DATE (AGE 100).
          SOME BENEFITS REFLECT INVESTMENT RESULTS. NON-PARTICIPATING.


Form    4055

NOTICE: AS OF THE EFFECTIVE DATE OF THIS RIDER, IT IS UNCERTAIN WHAT EFFECT THE
RECEIPT  OF  BENEFITS  UNDER THIS  RIDER  WILL HAVE ON YOUR TAX  STATUS.  PLEASE
CONSULT YOUR PERSONAL TAX ADVISOR PRIOR TO REQUESTING SUCH BENEFITS.

                            ACCELERATED BENEFIT RIDER
                              FOR TERMINAL ILLNESS

CONSIDERATION

This  rider is  attached  to and made a part of your  policy  and is  issued  in
consideration of the  application.  A copy of the application is attached to the
policy.

PREMIUMS

There are no additional premiums or cost of insurance deductions for this rider.

BENEFITS

We will pay an  accelerated  benefit to you if the Applicant is terminally  ill,
subject to the provisions of this rider. This amount will be paid as a lump sum.
Payments  other than as a lump sum may be made at your  request,  subject to our
approval.

DEFINITIONS

APPLICANT:  The Applicant is the person who is terminally ill. The Applicant may
be the insured under the base policy or may be an insured who has coverage under
a rider attached to the base policy.

EFFECTIVE  DATE:  The  effective  date of  coverage  under this rider will be as
follows:

1.     The policy date will be the effective  date for all coverage  provided in
       the original application.

2.     For any rider issued after the policy date,  the  effective  date will be
       the date shown on a supplement to the schedule pages.

ELIGIBLE COVERAGES:  Eligible Coverages under this rider will be as follows:

1.     When the Applicant is the base insured,  Eligible  Coverages  will be the
       base policy and any life  insurance  riders  attached to the policy which
       provide coverage on the base insured.

2.     When the  Applicant is other than the base  insured,  Eligible  Coverages
       will be the rider which is providing coverage.

Eligible  Coverages  will be determined  as of the date we receive  satisfactory
proof of terminal  illness at the Home Office.  Coverage will only be considered
eligible  when it is outside its two year  contestable  period and has more than
two years until its maturity or final expiration date.  Eligible  Coverages will
also not include any possible future coverages  provided by an optional purchase
or guaranteed insurability rider.

ELIGIBLE AMOUNT: Eligible Amount is that portion of the current specified amount
of the base policy  considered  "eligible"  under  Eligible  Coverages.  For any
Eligible  Coverages  which are provided by life insurance  riders,  the Eligible
Amount  will be the  lowest  scheduled  death  benefit  within  two years  after
satisfactory proof of terminal illness is received at the Home Office.

MAXIMUM ACCELERATED BENEFIT:  For each Applicant,  the maximum benefit if 50% of
the Eligible Amount for each Applicant, less an amount up to two guideline level
premiums for the base policy and any riders. This maximum  benefit is subject to
the limitations described in the Total Accelerated Benefit provision.

TERMINAL ILLNESS:  A  non-correctable  medical condition that, with a reasonable
degree of medical  certainty,  will result in the death of the Applicant in less
than 12 months  from the date of the  physician's  statement  and that was first
diagnosed while the policy was in force.

"YOU"  AND  "YOUR"  refer to the  owner of the  policy  to which  this  rider is
attached. The Owner may also be the Applicant.

"WE", "US" or "OUR" refer to Ameritas Life Insurance Corp.  Our  Home Office  is
5900 "O" Street, Lincoln, Nebraska  68510.

SATISFACTORY PROOF OF TERMINAL ILLNESS

Before  payment of any  accelerated  benefit,  we will require you to provide us
with proof,  satisfactory  to us,  that the  Applicant  has a terminal  illness.
Satisfactory  proof will include a properly  completed  claim form and a written
statement  from a duly  licensed  physician who is licensed in the United States
and who is not yourself or the Applicant, nor related to either the Applicant or
yourself.  We  reserve  the  right to  obtain a second  medical  opinion  at our
expense.


TIR 45 Rev. 12-90

<PAGE>
EFFECT ON YOUR POLICY

The accelerated benefit first will be used to repay any outstanding policy loans
and unpaid loan  interest.  The  accelerated  benefit  will be treated as a lien
against your policy values.

Death  proceeds  which are payable on the death of the Applicant will be reduced
by the amount of the lien and any policy loans, plus accrued interest.

After payment of the  accelerated  benefit,  we will require that future premium
allocations  be made to the Fixed  Account.  If  sufficient  premium to keep the
policy in force is not paid by the end of the  grace  period,  premiums  will be
paid by an  addition  to the lien for up to two years  from the date we  receive
satisfactory  proof of terminal  illness.  After this two year  period,  you are
required  to pay  premiums  when due to keep the policy in force.  If the policy
lapses,  the lien, any policy loans,  and accrued interest will be deducted from
any cash values.

Your access to the cash surrender value of your policy and to the cash surrender
value of any riders through policy loans, partial withdrawals,  if permitted, or
full  surrender  is limited to any excess of the cash  surrender  value over the
lien including any accrued interest.


INTEREST

We will charge interest on the amount of the lien. The interest accrues daily at
the same interest rate as the policy's loan interest  rate. If a loan  provision
is not included in the policy,  interest  accrues  daily at an effective  annual
interest rate of 8%.

Accrued interest will be added to the lien on the policy  anniversary.  Interest
does not continue to accrue on the lien when the lien and any policy loans, plus
accrued interest,  equals the death benefit (prior to the deduction of the lien,
policy loans and accrued interest) of the policy and any riders.


CONDITIONS

The payment of any accelerated benefit is subject to the following conditions:

1.     Any  Eligible  Coverages  must  be  in  force  on  the  date  we  receive
       satisfactory proof of terminal illness.

2.     Any  cash  surrender  value,   without  considering  the  effect  of  any
       outstanding  policy  loans,  must be less  than the  maximum  accelerated
       benefit.

3.     We will not make payment of any accelerated benefit if that payment would
       be less than $4,000.

4.     The release of any  collateral  assignees,  the release of all parties to
       any  "split  dollar"  agreements  and  the  approval  of any  irrevocable
       beneficiaries is required.

5.     The policy must be collaterally assigned to us for an amount equal to the
       lien and accrued interest. No changes to the policy are permitted without
       our consent.

6.     This rider allows for the accelerated  payment of death benefit proceeds,
       which would  otherwise be payable to your beneficiary.  This is not meant
       to cause you to  involuntarily  be  required to access and exhaust  these
       benefits. Therefore, you are not eligible for this benefit:

       a.  If you are required by law to use this benefit  to meet the claims of
           creditors, whether in bankruptcy or otherwise; or

       b.  If you are  required by a  government  agency to use this  benefit in
           order to apply for, obtain, or otherwise keep a government benefit or
           entitlement.


ADDITIONAL BENEFIT

If the maximum  accelerated benefit for each Applicant is not paid initially and
it has been less than 12 months from the date we receive  satisfactory  proof of
terminal  illness,  an  additional  accelerated  benefit  may be  paid up to the
difference, but for not less than $4,000. We may require additional satisfactory
proof of terminal illness at this time.


TOTAL ACCELERATED BENEFIT

The total amount we will pay as an accelerated  benefit will not exceed $250,000
due to the terminal  illness of any one Applicant even if there is more than one
policy  with  us or  one  of  our  affiliates  which  provides  coverage  on the
Applicant.
<PAGE>
ADMINISTRATIVE CHARGE

We may charge a one-time  administrative  charge which will be deducted from the
accelerated benefit. This charge will not exceed $50.


GENERAL PROVISIONS

INCONTESTABILITY:  The validity of this rider  cannot be contested  after it has
been in force  while the  Applicant  is alive for a period of two years from the
effective date of the rider.

REINSTATEMENT:  This  rider  may be  reinstated  with  the  policy.  It  will be
reinstated if you meet the  requirements for policy  reinstatement.  If you have
received  benefits under this rider,  the lien with accrued interest may be paid
or it will be reinstated as if the policy had never terminated.

TERMINATION OF RIDER: This rider will automatically terminate on the earliest of
these conditions:

1.     On surrender of this rider to us; or

2.     On termination of the policy to which this rider is attached.

NONPARTICIPATING:  This rider is nonparticipating.

INCORPORATION OF POLICY  PROVISIONS INTO RIDER: The provisions of the policy are
hereby referred to and made a part of this rider unless  otherwise  specified in
this rider.


                                                   AMERITAS LIFE INSURANCE CORP.
                                                    

   /s/ Norman M. Krivosha                         /s/ Kenneth C. Louis  
           Secretary                                     President












TIR 45 Rev. 12-90
<PAGE>
                           CHILDREN'S PROTECTION RIDER

                              LEVEL TERM INSURANCE

CONSIDERATION

This rider is issued in consideration of the  application and the payment of its
cost of insurance. A copy of the application is attached to the policy. The cost
of insurance for this rider is deducted from the accumulation  value at the same
time and in the same manner as the cost of insurance for this policy.

DEFINITIONS

COST OF INSURANCE: The cost of insurance for this rider is shown on the schedule
page.

DEPENDENT CHILD: A dependent child is a child born of a marriage, a stepchild, a
legally  adopted  child of the  Insured  or any child for which the  Insured  is
legally responsible. To qualify as a dependent child, the child must be at least
15 days of age and have not yet reached the rider anniversary nearest his or her
25th birthday. The child must either:

1.     Be  named  in  the  application  and the date of such application must be
       before the child's 18th birthday; or

2.     Qualify as a dependent child after the date of the application but before
       the child's 18th birthday.

EFFECTIVE  DATE:  The  effective  date of coverage  under this rider shall be as
follows:

1.     The policy date shall be the effective date for all coverage  provided in
       the original application.

2.     For any rider issued after the policy date,  the effective  date shall be
       the date shown on a supplement to the schedule page.

3.     For any insurance that has been  reinstated,  the effective date shall be
       the  monthly  activity  date that  falls on or next  follows  the date we
       approve the reinstatement.

EXPIRATION  DATE: The date is also shown on the schedule page. It is the date on
which this rider is no longer  effective.  

RIDER  BENEFICIARY:  Unless  otherwise  provided,  the  owner  will be the rider
beneficiary.  If the  owner  is not  living,  then the  beneficiary  will be the
owner's  spouse.  If the spouse  becomes  the  beneficiary  and then  dies,  the
beneficiary  will be the estate of the  spouse.  If there is no spouse  when the
owner dies, the beneficiary will be the estate of the owner.

RIDER OWNER: The owner of the policy is the owner of this rider unless otherwise
provided.  If the owner dies, the owner's  spouse will become the owner.  If the
spouse  becomes the owner,  and then dies,  ownership  will pass to the spouse's
estate. If there is no spouse at the owner's death, then  ownership will pass to
the owner's estate.

RIDER SPECIFIED AMOUNT OF INSURANCE:  The rider specified amount of insurance is
the  insurance  payable  under this rider.  The amount is shown on the  schedule
page.

BENEFITS

We agree to pay the rider  specified  amount of insurance  if a dependent  child
dies while the policy and this rider are in force.  The rider  beneficiary  will
receive the  proceeds.  Satisfactory  proof of death of the  dependent  child is
required.

GENERAL PROVISIONS

INCONTESTABILITY:  While the  Insured  and any  dependent  children  covered are
alive, the validity of this rider cannot be contested after it has been in force
for a period of 2 years from the effective date of the rider or from the date of
reinstatement.

REINSTATEMENT:  This rider may be  reinstated  with the policy if no more than 3
years have passed since the  beginning of the grace period.  Reinstatement  must
occur  before  the  expiration  date  of  this  rider.   The   requirements  for
reinstatement are:

1.     Receipt by us of satisfactory evidence of insurability of the Insured and
       of each dependent child for whom coverage is being reinstated.

2.     Payment of the  minimum cost of insurance sufficient to keep the rider in
       force for 3 months.




CPR 45
<PAGE>
DEATH OF THE INSURED:  On the death of the  Insured,  the  insurance  under this
rider becomes paid-up term insurance. It will expire for each dependent child on
the  earliest  of the  expiration  date of this  rider or the rider  anniversary
nearest the child's 25th birthday.

The  paid-up  insurance  may be  surrendered  for  any  or all of the  dependent
children. It may be surrendered for its cash value which is the present value of
future  guaranteed  benefits.  If  surrender  is  within  30 days  after a rider
anniversary, the cash value will not be less than the value on that anniversary.
The amounts will be furnished by the company on request.

SUICIDE  PROVISION:  If any  dependent  child  covered  under this rider commits
suicide while sane or in sane or takes his or her own life while insane within 2
years of the effective  date of this rider or any  reinstatement  of this rider,
the total liability shall be the cost of insurance for such child.

Payment under this provision will not affect the coverage of any other dependent
child  under  this  rider.  The cost of  insurance  for this  rider  will not be
increased.

If the Insured commits suicide while sane or insane or takes his or her own life
while insane, this rider will become paid-up for each covered dependent child as
provided in "Death of the Insured".

TERMINATION OF RIDER:  This rider will automatically terminate for all dependent
children on the earliest of these conditions:

1.     The expiration date of this rider,

2.     The monthly  activity date on or next  following the date we receive your
       written request.

3.     The surrender of this rider to us,

4.     Termination of this policy; or

5.     The policy maturity date.

Coverage  under  this  rider  will  terminate  for each  dependent  child on the
earliest of these conditions:

1.     The rider anniversary nearest the dependent child's 25th birthday.

2.     On conversion of this coverage. See "Conversion".

CONVERSION

While  the  policy  and  this  rider  are in  full  force,  this  rider  may  be
converted (exchanged) for a different policy. Evidence of insurability will  not
be required.

Conversion can be made to a permanent nonpension policy subject to the following
rules:

1.     No riders may be added to the new policy without satisfactory evidence of
       insurability.

2.     Application  must be made and the first  premium for the new policy  paid
       to us  before  this  rider  terminates  for the  dependent  child on whom
       coverage is being converted.

3.     The dependent child on whom coverage is  being converted must be alive on
       the policy date of the new policy (the date of conversion).

4.     The policy date of the new policy will be the date of conversion.

5.     The new policy must be subject to our then current rules as to the amount
       and the kind of policy issued and premiums charged.

Coverage under this rider for each dependent child may be converted at any time:

       a.    on or before the expiration date of this rider; or

       b.    the rider anniversary nearest the child's 25th birthday,  whichever
             occurs first.

The amount of the new policy will depend on when this rider is converted.

If coverage  under this rider is converted  before the  termination of the rider
for a dependent child, the new policy will be for a face amount of insurance not
greater than the rider face amount of insurance. If coverage is converted at the
time of termination,  the new policy will be for a face amount of  insurance not
greater than 5 times the rider face amount of insurance.
<PAGE>
NONPARTICIPATING: This rider is nonparticipating.

COST OF  INSURANCE  DEDUCTIONS  AFTER RIDER  TERMINATION  DATE:  We will  not be
liable for the cost of insurance payments paid on this rider after it terminates
except to return  them.  

INCORPORATION OF POLICY  PROVISIONS INTO RIDER: The provisions of the policy are
hereby referred to and made a part of this rider unless  otherwise  specified in
this rider.

                                                   AMERITAS LIFE INSURANCE CORP.



   /s/  Norman M. Krivosha                        /s/ Kenneth C. Louis

            Secretary                                    President



CPR 45
<PAGE>
                                              AMERTIAS LIFE INSURANCE CORP. LOGO




                               COST RECOVERY RIDER

CONSIDERATION

This  rider  is  issued  in  consideration  of the  application.  A copy  of the
application is attached to the policy.


COST OF INSURANCE

There is no cost of insurance for this rider.


DEFINITIONS

OPTION  DATE:  The  option  date is the date on which  you may  choose to make a
special  partial  withdrawal.  It is the first policy  anniversary  after (1) no
premium  payments have been made for 6 policy years, and (2) the policy has been
in force for 10 years.

EFFECTIVE  DATE:  The  effective  date of coverage  under this rider shall be as
follows:

1.     The Policy Date shall be the effective date for all coverage  provided in
       the original application.

2.     For any insurance that has been  reinstated,  the effective date shall be
       the monthly  activity  date on or next  following the date we approve the
       reinstatement.

EXPIRATION  DATE:  This date is also shown in the schedule pages. It is the date
on which this rider is no longer effective.

While the policy  and this  rider are in force,  you may elect to make a special
partial  withdrawal.  The specified  amount of insurance  will not be reduced by
this special partial withdrawal.  The following  conditions must be met in order
to make the special partial withdrawal:

1.     There must be no policy debt on the date of the withdrawal.

2.     The  option  may only be  elected  once and must be elected on the option
       date defined above.

3.     The amount which may be withdrawn cannot exceed the lesser of:

       a.    The sum of premiums paid,

       b.    $100,000, or

       c.    The net cash surrender value at the time of the withdrawal.

4.     The amount of the  partial  withdrawal  will be  reduced  by any  partial
       withdrawals  made prior to the option date.  It will also be reduced by a
       withdrawal charge not to exceed $50.

5.     We may delay making payment for up to six (6) months.


ELECTION OF OPTION

To elect to make this  special  partial  withdrawal,  you must  give us  propoer
written  notice  sixty (60) days prior to the option date.  The regular  partial
withdrawal  provisions  in the  policy  will not  apply to his  special  partial
withdrawal.


GENERAL PROVISIONS

INCONTESTABILITY:  The validity of this rider may be contested at any time.

REINSTATEMENT:  This rider may be  reinstated  with the policy if no more than 3
years have passed since the date of termination if you meet the requirements for
reinstatement for the policy.

TERMINATION OF RIDER:  This reider will automatically terminate on the  earliest
of these conditions:

1.     On the option date regardless of whether the option is elected;

2.     On the expiration date of this rider;

3.     On termination of the policy; or

4.     On the policy maturity date.


NONPARTICIPATING:  This ride is nonparticipating.

CRR 4094
<PAGE>
INCORPORATION OF POLICY PROVISIONS INTO RIDER: The provisions of this policy are
hereby referred to and made a part of this rider unless  otherwise  specified in
this rider.

                                                   AMERITAS LIFE INSURANCE CORP.


  /s/ Norman M. Krivosha                           /s/ Kenneth C. Louis
          Secretary                                       President
<PAGE>
                                              AMERITAS LIFE INSURANCE CORP. LOGO






NOTICE:  PLEASE  CONSULT  YOUR TAX ADVISOR. THERE MAY BE TAX CONSEQUENCES TO THE
ELECTION OF THIS BENEFIT.



                             EXTENDED MATURITY RIDER


BENEFITS

The  Maturity  Date of your policy may be extended  beyond the date shown in the
policy schedule pages by your written election. The election must be made during
the 90-day period prior to the Maturity Date.

PREMIUMS

There are no extra premiums or cost of insurance deductions for this rider.

EFFECT ON YOUR POLICY AND ANY RIDERS

During the extension period:

1.     We will not accept further premium payments.

2.     We will not make the monthly deduction from your  accumulation  value for
       the cost of insurance  for the policy,  for any riders,  nor for any flat
       extra rating charges.

3.     The new Maturity Date will be the date of death of the Insured.

4.     The death benefit will be the accumulation value.

5.     This rider will not extend  benefits  past the original  Maturity Date on
       any other rider attached to your policy.

All other  provisions  of your policy and of any riders  attached to your policy
not noted above will remain in effect  while your policy and riders  continue in
force.

TERMINATION OF RIDER

This rider will automatically terminate on the earliest of these conditions:

1.     On your written request.

2.     On surrender of this rider to us.

3.     On termination of your policy.

4.     On the date your surrender value is zero or less.

EFFECTIVE DATE

This rider will become effective on the policy date.  However,  if this rider is
added to an  in-force  policy,  this rider will not become  effective  until the
effective date shown below.

EFFECTIVE DATE OF RIDER:


________________________________________________________
APPLIES ONLY WHEN RIDER IS ADDED TO AN IN-FORCE POLICY).



                                                   AMERITAS LIFE INSURANCE CORP.


    /s/ Norman M. Krivsosha                       /s/ Kenneth C. Louis
           Secretary                                     President


EMR 4095-A
<PAGE>
                                              AMERITAS LIFE INSURANCE CORP. LOGO






                          GUARANTEED INSURABILITY RIDER

CONSIDERATION

This  rider  is issued in  consideration  of the  application and payment of its
cost of insurance. A copy of the application is attached to the policy. The cost
of insurance for this rider is deducted from the accumulation  value at the same
time and in the same manner as the cost of insurance for the policy.

BENEFITS

You may buy  additional  insurance on the life of the Insured by increasing  the
specified  amount of insurance of the policy,  subject to the provisions  below.
Evidence of insurability is not required. The amount of the increase is equal to
the  election  amount.  The  policy  and this rider must be in force and all due
premiums  must have been paid during the option  period  before an option can be
effective.

DEFINITIONS

ELECTION AMOUNT:  The election amount is the amount of the additional  insurance
which is issued as an  increase  in the  specified  amount of  insurance  of the
policy.  You must choose the  election  amount at the time this rider is issued.
The  election  amount you have chosen and the regular  option dates are shown on
the schedule pages.

REGULAR OPTION DATES:  The regular option dates are the policy  anniversaries on
which the Insured's age at nearest birthday is 25, 28, 31, 34, 37 and 40.

ALTERNATE  OPTION DATES: You may also choose an alternate option date in lieu of
a regular option date after:

1.     the first marriage of the Insured after the effective date of this rider;
       or

2.     the birth of a child born of a marriage of the Insured, or  for which the
       Insured is legally responsible; or

3.     the legal adoption of a child by the Insured.

Only one alternate  option date may be chosen between  the effective date of the
rider and the first  regular  option date and  between  each pair of  successive
regular option dates.

Election of an  alternative  option will replace the next  regular  option date.
Therefore, the next regular option cannot be elected.

OPTION  PERIOD:  The option  period is the time  during  which you may choose to
elect an option.  For a regular  option  date,  the option  period is the 31 day
period on either side of such date.  For an alternate  option  date,  the option
period is the 60 days immediately after such date.

EFFECTIVE  DATE:  This date of coverage  under this rider shall be as follows:

1.     The policy date shall be the effective date for all coverage provided in 
       the original application.

2.     For  any  instance  that has been reinstated, the effective date shall be
       the  monthly  activity  date  that  falls  on or next follows the date we
       approve the reinstatement.

EXPIRATION  DATE:  This date is shown on the  schedule  page.  It is the date on
which this rider is no longer effective.

CONDITIONS

Options elected under this rider are subject to the following conditions:

1.     The  increased  specified  amount  will  be  subject  to  any ratings and
       restrictions under the policy.

2.     If  any  rider  which provides total and permanent disability benefits is
       attached to the policy, the disability benefits may be increased to cover
       the  increased  specified  amount  without  evidence of insurability.  No
       other riders may be added without satisfactory evidence of insurability.

3.     If an option is effective while disability benefits are currently being
       provided by a rider,

GIR 4093
<PAGE>
       the  disability  benefit will be  increased.  This increase in disability
       benefits will reflect any necessary  higher minimum premium  requirements
       for the policy as if the  increased  insurance  were issued as a separate
       policy at the attained age of the Insured.

4.     If a regular  option  is  chosen,  the  effective  date of the  increased
       specified  amount  will be the later of the  regular  option  date or the
       effective  date of the election.  If an alternate  option is chosen,  the
       effective date will be the effective date of the election.

5.     The election of an option will be effective when any required  premium is
       paid and written  application  signed by both you and the Insured is made
       to us during an option period.

6.     The Insured must be alive on the effective date.

7.     The increase in specified amount will be treated in the same manner as an
       increase  granted  under the terms of the  policy to which  this rider is
       attached,  except that the requirement  of evidence of insurability  will
       be waived.  Please see the Death Benefit provision in the policy for more
       information.

GENERAL PROVISIONS

REINSTATEMENT: Coverage under this rider may be reinstated with the policy if no
more than 3 years have passed since the  beginning  of the policy grace  period.
Reinstatement  must  occur  before  the  expiration  date  of this  rider.  Such
reinstatement  may occur any time  before  the last  regular  option  date.  The
requirements for reinstatement are:

1.     Receipt by us of satisfactory evidence of insurability for the Insured.

2.     Payment of the minimum cost of insurance  sufficient to keep the rider in
       force for 3 months.

RIDER  TERMINATION  DATE:  This  rider  will  terminate on the earliest of these
conditions:


1.     The expiration date of this rider which is the policy anniversary nearest
       the Insured's 40th birthday.

2.     The effective date of an alternate option if between ages 37 and 40.

3.     The surrender of this rider to us.

4.     On the  monthly  activity  date on or next  following the date we receive
       written request from you.

5.     The termination of the policy.

NONPARTICIPATING:  This rider is nonparticipating.

COST OF  INSURANCE  DEDUCTIONS  AFTER RIDER  TERMINATION  DATE:  We  will not be
liable for the cost of insurance  deductions  on this rider after it  terminates
except to return them.

INCORPORATION OF POLICY  PROVISIONS INTO RIDER: The provisions of the policy are
hereby referred to and made a part of this rider unless  otherwise  specified in
this rider.

                                                   AMERITAS LIFE INSURANCE CORP.


      /s/ Norman M. Krivosha                   /s/  Kenneth C. Louis
             Secretary                                 President
<PAGE>
                                              AMERITAS LIFE INSURANCE CORP. LOGO






                      PAYOR WAIVER OF MONTHLY DEDUCTIONS ON
                         DISABILITY OF A COVERED PERSON


CONSIDERATION

This rider is issued in return for the  application  and  payment of its cost of
insurance.  A copy of the  application  is attached  to the policy.  The cost of
insurance for this rider is deducted  from  the  accumulation  value at the same
time and in the same manner as the cost of insurance for the policy.

COST OF INSURANCE

The  calculation of the monthly cost of insurance for this rider is described in
the attached table.

DEFINITIONS

DISABILITY BENEFIT: For purposes of this rider, the disability benefit refers to
the monthly  deduction on each monthly activity date for the base policy and any
riders and is equal to:

1.     the current cost of insurance charge for the base policy and any riders;

2.     the expense charges; and

3.     the charges for specified amount increases, if any.

TOTAL  DISABILITY:  Total  disability  must begin after the  effective  date and
before the  expiration  date of this rider.  It must  result from bodily  injury
which  occurs or sickness  which first  manifests  itself while this rider is in
force.

Total Disability means:

1.    Total  loss  of  the sight of both eyes.  This loss must be irrecoverable;
      or

2.    Total  loss of the use of both hands, both feet, or one hand and one foot.
      This loss must be irrecoverable; or

3.    The  incapacity of the Covered Person to  engage in any substantial duties
      of   his  or  her  occupation  for  at  least  six   consecutive   months.
      (Substantial duties includes managerial or supervisory functions.)

      During the first 24 months of total disability, occupation means the usual
      work,  employment,  business or profession in which the Covered Person was
      engaged   immediately  before  the  date  of  disability.   This  includes
      attendance at school or college as a full-time student. After 24 months of
      total  disability a Covered  Person who is engaged in any  occupation  for
      remuneration or profit will not be considered totally disabled.

COVERED  PERSON:  The Covered  Person is the person on whom  disability  benefit
coverage  is being  offered.  The  applicant  is the  Covered  Person  until the
automatic substitution date.  On and after this date, the Insured is the Covered
Person.

AUTOMATIC  SUBSTITUTION  DATE:  The  automatic substitution  date is the  policy
anniversary nearest the Insured's 23rd birthday.

ELECTION PERIOD:  The election period begins on the policy  anniversary  nearest
the Insured's 18th birthday and ends on the automatic substitution date.

EFFECTIVE  DATE:  The  effective  date of  coverage  under this ride shall be as
follows:


1.     The policy date shall be the effective date for all coverage provided  in
       the original application.

2.     For any rider issued after the policy date, the  effective  date shall be
       the date shown on a supplement to the schedule pages.

3.     For any  insurance  that has been reinstated, the effective date shall be
       the monthly  activity  date  on or next following the date we approve the
       reinstatement.

EXPIRATION DATE:  This date is also shown on the schedule pages.  It is the date
on which this rider is no longer effective.

PDIS 4094 
<PAGE>
BENEFITS

While the Covered Person is totally disabled, the disability benefit will not be
deducted  from the  accumulation  value.  During  this time,  the policy and any
rider(s) will continue to be in force.

Monthly  deductions  falling  due  before we approve a claim for  benefits  will
continue  to be  deducted  from the  accumulation  value.  However,  after total
disability  has  continued  for six (6)  consecutive  months and we approve  the
claim,  any disability  benefit which  otherwise  could have been paid under the
provisions of this rider will be credited to the accumulation value.

If total disability  begins after the grace period,  no benefit under this rider
will be paid.

COVERAGE CHANGES

We will provide disability benefit coverage on the applicant until the automatic
substitution  date.  At that  time,  the  coverage  automatically  shifts to the
Insured. During the election period, on written request, coverage may be shifted
from  the  applicant  to the  Insured.  This  will be  subject  to  evidence  of
insurability  of the Insured.  This election,  once we accept it, is irrevocable
(it cannot be changed).

If the  applicant  is the  Covered  Person and  becomes  totally  disabled,  the
disability  benefit  continues  during a period  of total  disability  until the
automatic  substitution  date.   At  that  time,   the  Insured    automatically
becomes the Covered Person. The disability benefit will cease and we will resume
deducting  the cost of insurance for this rider from the accumulation  value. If
the Insured is the Covered Person and becomes totally  disabled,  the disability
benefit  continues so long as the disability  continues.  If the Insured becomes
totally disabled before the automatic  substitution date, the disability benefit
will  begin  as of that  date.  It  will  continue  as  long  as the  disability
continues.

If the applicant dies before the beginning of the election  period,  no benefits
will be payable except that the disability benefit will not be deducted from the
accumulation value until the first day of the election period. At that time, the
Insured automatically  becomes the Covered Person. If the  applicant dies during
the election period, the Insured automatically becomes the Covered Person.

GENERAL PROVISIONS

NOTICE OF DISABILITY:  To receive this benefit,  written notice of claim must be
received at the Home Office.  It must be received:  (a) while the Covered Person
is living;  (b) while the Covered Person is totally disabled;  and (c) not later
than 9 months after the Covered Person has become totally disabled.

If such notice is not furnished in the required  time limit,  the claim will not
be  accepted.  But a late claim will be  accepted if it can be shown that it was
not  reasonably  possible to meet the requirements  and that notice was given as
soon as was reasonably possible.  In no event,  however, will the Covered Person
receive  any  benefit  under this rider for a period  beyond one year before the
date on which notice was received.

PROOF OF TOTAL  DISABILITY:  The  disability  benefit will not commence until we
receive  satisfactory written proof that the Covered Person is totally disabled.
Proof must be  presented  at the Home  Office:  (a) while the Covered  Person is
living;  (b) before total  disability  has ended or been interrupted;   and  (c)
within 12 months after we receive the notice of total disability. Forms approved
by us must be used.

Similar  proof  that the total  disability  is  continuing  may be  required  at
reasonable  intervals.  If the Covered  Person fails to furnish such proof,  the
disability benefit will cease.

INCONTESTABILITY:  While the Covered Person is alive, the validity of this rider
cannot be contested  after it has been in force for a period of 2 years from the
effective date of the rider.

REINSTATEMENT:  This  rider may be  reinstated  with the  policy  subject to the
policy reinstatement  provision.  Reinstatement must occur before the expiration
date of this rider. Such  reinstatement may occur before the policy  anniversary
nearest the Covered Person's 60th birthday.  The requirements for  reinstatement
are:

1.     Evidence  of  insurability  is  required  on both the  applicant  and the
       Insured, if the applicant is the Covered Person.  Otherwise,  evidence of
       insurability will be required only on the Insured.  This evidence must be
       satisfactory to us.

2.     Payment of the minimum cost of insurance sufficient to keep this rider in
       force for 3 months.
<PAGE>
EXCLUSIONS:  The Covered Person will not be eligible for  the disability benefit
if the total disability on which the claim is based results from:

1.     Self-inflicted bodily injury while sane or  insane; other than accidental
       injury; or

2.     War or any act of war, whether declared or not, regardless of whether the
       Covered Person is in the military, naval or air service.

TERMINATION OF RIDER:  This rider will automatically terminate  on  the earliest
of these conditions:

1.     On the expiration date of this rider;

2.     On the  monthly  activity  date on or next following  the date we receive
       your written request;

3.     On surrender of this rider to us;

4.     On termination of the policy;

5.     On assignment of the policy; or

6.     On the policy maturity date.


TERM RIDERS: If a renewable and convertible term rider is attached to the policy
during a benefit period,  the  cost of insurance for  that  rider will be waived
until the expiration  date. If the Owner elects to convert  that term  rider, no
benefits  will be paid  under  this rider on the conversion policy.

CHANGE OF POLICY:  Once the disability benefit commences,  you cannot change the
specified amount of insurance  (except for any  increases(s)  which result  from
exercising options under any Guaranteed  Insurability  Rider), the death benefit
option, the mode of the planned periodic premium payments,  or change the policy
to another form of insurance.

NONPARTICIPATING:  This rider is nonparticipating.

COST OF INSURANCE PAYMENTS AFTER THE RIDER HAS TERMINATED: We will not be liable
for the cost of insurance  payments on this rider after it  terminates except to
return them.

INCORPORATION OF POLICY  PROVISIONS INTO RIDER: The provisions of the policy are
hereby referred to and made a part of this rider.


                                                   AMERITAS LIFE INSURANCE CORP.



       /s/  Norman M. Krivosha                    /s/  Kenneth C. Louis

               Secretary                                 President
PDIS 4094
<PAGE>
                          COST OF INSURANCE TABLE


On each monthly  activity  date, the monthly cost of insurance for this rider is
equal to the product of A times B where:

A     is a factor  based  on the  attained  age,  sex and  smoking  habit of the
      Covered  Person and is shown in the table below.  (Note:  If this rider is
      issued with a special rating,  this factor will be increased based on that
      rating. Any special rating will be shown on the Policy Schedule.)

B     is the monthly  deduction for the policy,  including any table ratings and
      any riders attached to the policy except for this rider.


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
        MALE RATES                FEMALE RATES                          MALE RATES                   FEMALE RATES

Ages    Non-Smoker     Smoker     Non-Smoker     Smoker         Ages    Non-Smoker        Smoker     Non-Smoker     Smoker

<S>       <C>         <C>           <C>         <C>             <C>       <C>            <C>           <C>         <C>           
  0                    0.0362                    0.0328          30        0.0361         0.0525        0.0414      0.0523
  1                    0.0362                    0.0328          31        0.0361         0.0525        0.0414      0.0523
  2                    0.0362                    0.0328          32        0.0361         0.0525        0.0414      0.0537
  3                    0.0362                    0.0328          33        0.0361         0.0525        0.0414      0.0559
  4                    0.0362                    0.0328          34        0.0361         0.0525        0.0414      0.0575

  5                    0.0362                    0.0328          35        0.0369         0.0531        0.0414      0.0611
  6                    0.0362                    0.0328          36        0.0390         0.0551        0.0415      0.0628
  7                    0.0362                    0.0338          37        0.0409         0.0573        0.0435      0.0641
  8                    0.0362                    0.0352          38        0.0433         0.0595        0.0457      0.0661
  9                    0.0362                    0.0371          39        0.0459         0.0618        0.0479      0.0661

 10                    0.0362                    0.0381          40        0.0467         0.0621        0.0460      0.0661
 11                    0.0362                    0.0388          41        0.0472         0.0628        0.0478      0.0661
 12                    0.0362                    0.0374          42        0.0479         0.0632        0.0483      0.0661
 13                    0.0362                    0.0370          43        0.0505         0.0639        0.0513      0.0668
 14                    0.0362                    0.0419          44        0.0543         0.0645        0.0551      0.0704

 15                    0.0362                    0.0419          45        0.0547         0.0666        0.0564      0.0719
 16                    0.0362                    0.0419          46        0.0554         0.0681        0.0576      0.0731
 17                    0.0362                    0.0419          47        0.0603         0.0702        0.0629      0.0797
 18                    0.0362                    0.0419          48        0.0659         0.0763        0.0691      0.0875
 19                    0.0362                    0.0419          49        0.0730         0.0840        0.0777      0.0979

 20        0.0253      0.0362        0.0243      0.0413          50        0.0797         0.0855        0.0849      0.0992
 21        0.0253      0.0362        0.0267      0.0456          51        0.0903         0.0960        0.0971      0.1116
 22        0.0253      0,0362        0.0289      0.0489          52        0.1028         0.1030        0.1120      0.1149
 23        0.0253      0.0362        0.0308      0.0523          53        0.1014         0.1081        0.1146      0.1177
 24        0.0253      0.0365        0.0322      0.0523          54        0.1044         0.1115        0.1299      0.1376

 25        0.0253      0.0409        0.0348      0.0523          55        0.1133         0.1281        0.1517      0.1609
 26        0.0283      0.0447        0.0356      0.0523          56        0.1297         0.1421        0.1540      0.1819
 27        0.0308      0.0484        0.0377      0.0523          57        0.1425         0.1571        0.1695      0.2058
 28        0.0336      0.0525        0.0393      0.0523          58        0.1564         0.1731        0.1917      0.1917
 29        0.0361      0.0525        0.0414      0.0523          59        0.1700         0.1700        0.2150      0.2150

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

</TABLE>


PDIS 4094
<PAGE>
                                              AMERITAS LIFE INSURANCE CORP. LOGO






                         WAIVER OF MONTHLY DEDUCTIONS ON
                                   DISABILITY

CONSIDERATION

This rider is issued in return for the  application  and  payment of its cost of
insurance.  A copy of the  application  is attached  to the policy.  The cost of
insurance  for this rider is deducted  from the  accumulation  value at the same
time and in the same manner as the cost of insurance for the policy.

COST OF INSURANCE

The  calculation of the monthly cost of insurance for this rider is described in
the attached table.

DEFINITIONS

DISABILITY BENEFIT: For purposes of this rider, the disability benefit refers to
the monthly  deduction on each monthly activity date for the base policy and any
riders and is equal to:

1.     the current cost of insurance charge for the base policy and any riders;

2.     the expense charges; and

3.     the charges for specified amount increases, if any.

TOTAL  DISABILITY:  Total  disability  must begin after the  effective  date and
before the  expiration  date of this rider.  It must  result from bodily  injury
which  occurs or sickness  which first  manifests  itself while this rider is in
force.

Total Disability means:

1.     Total loss of the sight of both eyes.  This loss  must be irrecoverable;
       or

2.     Total loss of the use of both hands, both feet, or one hand and one foot.
       This loss must be irrecoverable; or

3.     The incapacity of the Insured to engage in any  substantial duties of his
       or  her  occupation  for  at  least six consecutive months.  (Substantial
       duties includes managerial or supervisory functions.) During the first 24
       months of total disability, occupation  means the usual work, employment,
       business  or  profession  in  which  the  Insured was engaged immediately
       before the date of disability.   This  includes  attendance  at school or
       college as a full-time student.  After 24 months  of total disability, an
       Insured who is engaged in  any occupation for remuneration or profit will
       not be considered totally disabled.

EFFECTIVE DATE:  The  effective  date  of  coverage under this rider shall be as
follows:

1.     The policy date shall be  the effective date for all coverage provided in
       the original application.

2.     For any rider issued after the policy date, the  effective date  shall be
       the date shown on a supplement to the schedule pages.

3.     For  any  insurance that has been reinstated, the effective date shall be
       the  monthly  activity  date  on  or  next  following the date we approve
       the reinstatement.

EXPIRATION DATE:  This date is also shown on the schedule pages.  It is the date
on which this rider is no longer effective.

BENEFITS

While the  Insured is  totally  disabled,  the  disability  benefit  will not be
deducted  from the  accumulation  value.  During  this time,  the policy and any
rider(s) will continue to be in force.

Monthly  deductions  falling  due  before we approve a claim for  benefits  will
continue  to be  deducted  from the  accumulation  value.  However,  after total
disability  has  continued  for six (6)  consecutive  months and we approve  the
claim,  any disability  benefit which  otherwise  could have been paid under the
provisions of this rider will be credited to the accumulation value.

If the total  disabilty  begins after the grace  period,  no benefit  under this
rider will be paid.

WDIS 4094
<PAGE>
GENERAL PROVISIONS

NOTICE OF DISABILITY:  To receive this benefit,  written notice of claim must be
received  at the Home  Office.  It must be  received:  (a) while the  Insured is
living;  (b) while the  Insured  is totally  disabled;  and (c) not later than 9
months after the Insured has become totally disabled.

If such notice is not furnished in the required  time limit,  the claim will not
be  accepted.  But a late claim will be  accepted if it can be shown that it was
not reasonably  possible to meet the  requirements  and that notice was given as
soon as was reasonably possible.  In no event, however, will the Insured receive
any  benefit  under this rider for a period  beyond one year  before the date on
which notice was received.

PROOF OF TOTAL DISABILITY:  The disability benefit will commence once we receive
satisfactory  written proof that the Insured is totally disabled.  Proof must be
presented at the Home Office:  (a) while the Insured is living; (b) before total
disability  has ended or been  interrupted;  and (c)  within 12 months  after we
receive the notice of total disability. Forms approved by us must be used.

Similar  proof  that the total  disability  is  continuing  may be  required  at
reasonable intervals. If the Insured fails to furnish such proof, the disability
benefit will cease.

INCONTESTABILITY:  While the Insured is alive, the validity of this rider cannot
be  contested  after  it has  been in force  for a  period  of 2 years  from the
effective date of this rider.

REINSTATEMENT:  Coverage  under  this  rider may be  reinstated  with the policy
subject to the policy reinstatement  provision.  Reinstatement must occur before
the expiration date of this rider. Such  reinstatement may occur any time before
the policy anniversary nearest the Insured's 60th birthday. The requirements for
reinstatement are:

1.    Receipt of satisfactory evidence of insurability.

2.    Payment of the minimum cost of insurance  sufficient to keep this rider in
      force for 3 months.

Exclusions:  The insured will not be eligible for the disability  benefit if the
total disability on which the claim is based results from:

1.    Self-inflicted bodily injury while sane or insane, other than   accidental
      injury; or

2.    War or any act of war, whether declared or not,  regardless of whether the
      Insured is in the military, naval or air service.

TERMINATION OF RIDER: This rider will automatically terminate on the earliest of
these conditions:

1.    On the expiration date of this rider;

2.    On the monthly activity date on or next following the date we receive your
      written request;

3.    On surrender of this rider to us;

4.    On termination of this policy; or

5.    On the policy maturity date.

TERM RIDERS: If a renewable and convertible term rider is attached to the policy
during a benefit  period,  the cost of  insurance  for that rider will be waived
until the  expiration  date. If the Owner elects to convert that term rider,  no
benefits will be paid under this rider on the conversion policy.

CHANGE OF POLICY:  Once the disability benefit commences,  you cannot change the
specified  amount of  insurance  (except for any  increase(s)  which result from
exercising options under any Guaranteed  Insurability  Rider), the death benefit
option, the mode of the planned periodic premium payments,  or change the policy
to another form of insurance.

NONPARTICIPATING:  This rider is nonparticipating.

COST OF INSURANCE PAYMENTS AFTER THE RIDER HAS TERMINATED: We will not be liable
for the cost of insurance  payments on this rider after it terminates  except to
return them.

INCORPORATION OF POLICY PROVISIONS INTO RIDER:
The  provisions  of the policy are  hereby  referred  to and made a part of this
rider.


                                                   AMERITAS LIFE INSURANCE CORP.



  /s/  Norman M. Krivosha                      /s/ Kenneth C. Louis

           Secretary                                  President
<PAGE>
                             COST OF INSURANCE TABLE


On each monthly  activity  date, the monthly cost of insurance for this rider is
equal to the product of A times B where:

A  is a factor based on the attained  age, sex and smoking  habit of the Insured
   and is shown in the  table  below.  (Note:  If this  rider is  issued  with a
   special  rating,  this factor will be  increased  based on that  rating.  Any
   special rating will be shown on the Policy Schedule).

B  is the monthly deduction for the policy,  including any table ratings and any
   riders attached to the policy except for this rider.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
            MALE RATES              FEMALE RATES                           MALE RATES               FEMALE RATES

 Ages   Non-Smoker      Smoker       Non-Smoker    Smoker        Ages    Non-Smoker     Smoker    Non-Smoker     Smoker
 <S>      <C>          <C>           <C>          <C>            <C>      <C>          <C>         <C>          <C>                

  15                    0.0362                     0.0419         40       0.0467       0.0621      0.0460       0.0661
  16                    0.0362                     0.0419         41       0.0472       0.0628      0.0478       0.0661
  17                    0.0362                     0.0419         42       0.0479       0.0632      0.0483       0.0661
  18                    0.0362                     0.0419         43       0.0505       0.0639      0.0513       0.0668
  19                    0.0362                     0.0419         44       0.0543       0.0645      0.0551       0.0704

  20       0.0253       0.0362        0.0243       0.0413         45       0.0547       0.0666      0.0564       0.0719
  21       0.0253       0.0362        0.0267       0.0456         46       0.0554       0.0681      0.0576       0.0731
  22       0.0253       0.0362        0.0289       0.0489         47       0.0603       0.0702      0.0629       0.0797
  23       0.0253       0.0362        0.0308       0.0523         48       0.0659       0.0763      0.0691       0.0875
  24       0.0253       0.0365        0.0322       0.0523         49       0.0730       0.0840      0.0777       0.0979

  25       0.0253       0.0409        0.0348       0.0523         50       0.0797       0.0855      0.0849       0.0992
  26       0.0283       0.0447        0.0356       0.0523         51       0.0903       0.0960      0.0971       0.1116
  27       0.0308       0.0484        0.0377       0.0523         52       0.1028       0.1030      0.1120       0.1149
  28       0.0336       0.0525        0.0393       0.0523         53       0.1014       0.1081      0.1146       0.1177
  29       0.0361       0.0525        0.0414       0.0523         54       0.1044       0.1115      0.1299       0.1376

  30       0.0361       0.0525        0.0414       0.0523         55       0.1133       0.1281      0.1517       0.1609
  31       0.0361       0.0525        0.0414       0.0523         56       0.1297       0.1421      0.1540       0.1819
  32       0.0361       0.0525        0.0414       0.0537         57       0.1425       0.1571      0.1695       0.2058
  33       0.0361       0.0525        0.0414       0.0559         58       0.1564       0.1731      0.1917       0.1917
  34       0.0361       0.0525        0.0414       0.0575         59       0.1700       0.1700      0.2150       0.2150

  35       0.0369       0.0531        0.0414       0.0611
  36       0.0390       0.0551        0.0415       0.0628
  37       0.0409       0.0573        0.0435       0.0641
  38       0.0433       0.0595        0.0457       0.0661
  39       0.0459       0.0618        0.0479       0.0661
- --------------------------------------------------------------------------------
</TABLE>



WDIS 4094
<PAGE>
                                              AMERITAS LIFE INSURANCE CORP. LOGO


                        REDUCED LOAN INTEREST RATE RIDER

CONSIDERATION

This  rider  is  issued  in  consideration  of the  application.  A copy  of the
application is attached to the policy.

COST

There is no cost for this rider.

DEFINITIONS

START DATE: The 10th policy anniversary or the policy  anniversary  nearest  the
Insured's 55th birthday, whichever is later.

RIDER AMOUNT:  For the policy year following the Start Date, the Rider Amount is
equal to 10% of the  accumulation  value on the Start Date. For each  subsequent
policy  year,  the Rider Amount is equal to the Rider Amount in the prior policy
year times 1.04 plus 10% of the accumulation value on the Start Date.

EXAMPLE:  For issue age 35, the Start Date is the policy anniversary nearest the
55th birthday. Assume that at age 55, the accumulation value is $100,000.

   Policy Year After Age                Rider Amount
   ---------------------                ------------
            55                            $10,000.00
            56                             20,400.00
            57                             31,216.00
            58                             42,444.64
            59                             54,163.23
            60                             66,329.75
            61                             78,982.94
            62                             92,142.26
            63                            105,827.95
            64                            120,061.07
            65                            134,863.51
            66                            150,258.05
            67                            166,268.38

                    For subsequent ages
                continue with above formula

BENEFITS

On and after the Start  Date,  the  total  loan up to the Rider  Amount  will be
charged a reduced  interest rate.  Total loan means any outstanding  policy debt
plus  new  loans.  Total  loans  up to  the  Rider  Amount  are  subject  to the
availability of loans as described in the loan provisions of the policy.

INTEREST

After the Start Date,  the total loan up to the Rider  Amount will be charged an
effective  loan interest rate not to exceed 4% per year.  Loans in excess of the
Rider Amount will be charged the interest rate as stated in the loan  provisions
of the policy.

The  interest credited on the borrowed portion of the accumulation value will be
3.5%.

GENERAL PROVISIONS

EFFECTIVE DATE:  The effective date of this rider shall be the policy date.

For any insurance  that has been  reinstated,  the  effective  date shall be the
monthly   activity  date  on  or  next   following  the  date  we  approved  the
reinstatement.

INCONTESTABILITY:  The validity of this rider cannot be contested.

REINSTATEMENT:  This rider may be  reinstated  with the policy if no more than 3
years have passed since the date of termination.  You must meet the requirements
for reinstatement of the policy as described in the policy.

TERMINATION OF RIDER: This rider will automatically terminate on the earliest of
these conditions:

1.     On surrender of this rider to us;

2.     On termination of the policy;

3.     On the policy maturity date.

INCORPORATION OF POLICY PROVISIONS INTO RIDER: The provisions of this policy are
hereby  referred to and made apart of this rider unless  otherwise  specified in
this rider.


                                              AMERITAS LIFE INSURANCE CORP. LOGO



   /s/  Norman M. Krivosha                           /s/ Kenneth C. Louis
            Secretary                                       President

PLR 4094



                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                          AMERITAS LIFE INSURANCE CORP.

                                 MARCH 31, 1998

                                    ARTICLE I

                                    Section 1

                                      Name
                                      ----

The  name  of  the   Corporation   is  Ameritas  Life   Insurance   Corp.   (the
"Corporation").  The principal place of business of the Corporation  shall be at
Lincoln, Lancaster County, Nebraska.
                                    Section 2

                                 Resident Agent
                                 --------------

The resident agent to the Corporation  shall be Norman M. Krivosha whose address
is the Corporation office located at 5900 "O" Street, Lincoln, Nebraska.

                                   ARTICLE II

                                    Section 1

The Restated  Articles of  Incorporation  shall  commence and be in existence on
January 1, 1998 at 12:01 a.m.

                                    Section 2

                                    Duration
                                    --------

The period of the Corporation's duration is perpetual.

                                   ARTICLE III

                                    Purposes
                                    --------

The purposes for which the Corporation is organized are:

     (a)  To  transact a life,  including  variable  life,  and  accident  and 
          health insurance  business to the extent and in the manner permitted 
          by law and in accordance with such licenses, certificates of 
          authority,  and permits 

<PAGE>

          as the  regulatory  agencies  of  the  states  and  jurisdictions in
          which  the Corporation may transact business, shall issue to it;

     (b)  To issue  policies,  certificates,  bonds and other  contracts of 
          insurance conforming  in all  particulars  with  the laws  and  
          regulations  relating thereto;

     (c)  To enter into reinsurance contracts and treaties; and

     (d)  To do  everything  necessary,  proper,  advisable  or  convenient  for
          the  accomplishment  of the purposes hereinabove set forth, and to do 
          all other things incidental thereto or connected therewith which are 
          not forbidden by the laws of the State of Nebraska or by these 
          Articles of Incorporation.

                            

                                   ARTICLE IV

                                    Section 1

                                Authorized Shares
                                -----------------

The total number of shares which the  Corporation  has  authority to issue is 25
million shares of capital stock, having a par value of $0.10 per share.

                                    Section 2

The Board of Directors  may  determine,  in whole or in part,  the  preferences,
limitations,  and relative rights within the limits set forth in Neb. Rev. Stat.
Section 21-2035,  of (a) any class of shares before the issuance of any share of
that class or (b) one or more series  within a class  before the issuance of any
shares of that series.

                                    ARTICLE V

                                    Section 1

The  business  and affairs of the  Corporation  shall be conducted by a Board of
Directors numbering not less than nine (9) nor more than twenty-one (21) divided
into three  classes as nearly  equal in number as may be, as the  By-laws of the
Corporation  shall provide.  At least three (3) directors  shall be residents of
Nebraska. The term of office of each director shall be three (3) years and until
his or her successor shall be elected and qualified.

                                       -2-

<PAGE>

                                    Section 2

The  Board of  Directors  shall  exercise  all of the  corporate  powers  of the
Corporation,  except as  otherwise  provided  by law,  and shall  manage all the
property, business, and affairs of the Corporation. The majority of the Board of
Directors shall constitute a quorum.  The Board of Directors may provide for the
appointment  of an  Executive  Committee  from among its number and may,  to the
extent  allowed by law,  delegate to such Committee any or all of its powers and
authority  not reserved or  restricted  by these  Articles.  Such  delegation of
powers and authority shall be set out in the By-laws of the Corporation.

                                    Section 3

The Board of Directors shall have full power from  time-to-time to make,  alter,
amend or rescind by-laws, rules, and regulations for the conduct of the business
and  affairs of the  Corporation  in  conformity  with the  provisions  of these
Articles of  Incorporation  and to employ or provide for the  employment of such
officers and agents and appoint such  committees  as it may, in its  discretion,
find appropriate for the conduct of such business and affairs.

                                    Section 4

The initial  Board of Directors  shall  consist of thirteen  (13)  members.  The
initial Board of Directors who shall serve a term expiring at the annual meeting
of the Corporation in year set forth following their  respective names above and
until their successors are elected and qualified shall be:

      James P. Abel                               2000
      Duane W. Acklie                             1998
      Lawrence J. Arth                            1998
      William W. Cook, Jr.                        1998
      Bert A. Getz                                1999
      James R. Knapp                              2000
      Robert F. Krohn                             1999
      Kenneth C. Louis                            1998
      Wilfred J. Maddux                           1999
      Paul C. Schorr, III                         2000
      William C. Smith                            1999
      Neal E. Tyner                               2000
      Winston J. Wade                             1998

                                    Section 5

Any vacancy in the Board of Directors  occurring during the term of any director
may be  filled  by the  Board of  Directors  for the  period  from and after the
appointment of such individual until the next regular election of directors,  at
which  time the  newly  appointed  director  shall  stand for  election  for the
remaining  unexpired term of such 

                                      -3-

<PAGE>

director.  Such a selection  shall be made by a majority vote of the full number
of directors.

                                    Section 6

The Board of Directors  shall annually elect either a Chairman of the Board or a
President or both, either of whom may be designated by the Board of Directors as
the Chief Executive Officer or Chief Operating Officer, or both, a Secretary,  a
Treasurer,  and such Vice Presidents as may be provided for by the By-laws,  and
shall  appoint or employ or provide for the  appointment  or  employment of such
additional  officers and employees as the Board of Directors  shall determine to
be  desirable.  One  person may hold more than one  executive  office at a time,
except that the Chairman of the Board or the  President  may not hold the office
of Secretary, Treasurer or Vice President.

                                   ARTICLE VI

                                    Section 1

The annual meeting of the  shareholders  shall be held at the Home Office of the
Corporation  on such  day and at such  time of day as may be  determined  by the
Board of  Directors,  but in no event later than June 30, of each year.  Special
meetings of Corporation may be called at any time by the Chief Executive Officer
and shall be  called  by the  Chief  Executive  Officer  upon  request  from the
majority  of the  Board  of  Directors.  Notice  of  every  special  meeting  of
Corporation  shall be delivered to each of the shareholders  entitled to vote at
his or her last  known  address  not less than ten (10) nor more than fifty (50)
days prior to the date set for the meeting. Such notice shall state the date and
place of the special meeting, as well as the purpose for which it is called.

                                    Section 2

A quorum at any annual or  special  meeting  of the  members of the  Corporation
shall consist of a majority of the outstanding shares.

                                   ARTICLE VII

Pursuant to the provisions of Neb. Rev. Stat. Section 21-20,110, the Corporation
obligates  itself in advance to provide  indemnification  in accordance with the
provisions  of Neb.  Rev.  Stat.  Section  21-20,105  and shall be  obligated to
provide  indemnification  to the fullest extent permitted by law,  including the
provisions of Neb. Rev. Stat. Sections 21-20,102 to 21-20,111.
          
                                        -4-

<PAGE>


                                  ARTICLE VIII

Except as otherwise provided by law, these Articles may be amended at any annual
meeting of the members by a vote of two-thirds of the qualified  voters  present
and  voting in person or by proxy or at a special  meeting  of the  members by a
like vote, but no amendment  shall be acted upon at a special meeting unless the
notice of such meeting includes a copy of the proposed amendment.

                                                                              
                                        



                                      -5-


<PAGE>

                                  CERTIFICATION

     I, Norman M.  Krivosha,  duly elected and  qualified  Secretary of Ameritas
Life  Insurance  Corp.,  Lincoln,  Nebraska,  hereby  certify  that the attached
Restated  Articles of  Incorporation,  is a true and exact copy of the  Restated
Articles of  Incorporation  duly  adopted by the Board of  Directors of Ameritas
Life Insurance  Corp. on February 27, 1998,  and that said Restated  Articles of
Incorporation are in full force and effect.

     IN WITNESS WHEREOF, I have affixed my name as Secretary and have caused the
corporate seal of said  corporation to be hereunto  affixed  this    1st     day
                                                                  ----------
of April, 1998.
  -------------



                                                     /s/Norman M. Krivosha
                                                     ---------------------------
                                                               Secretary

Ameritas Life Insurance Corp.
Corporate Seal


APPLICATION FOR            AMERITAS LIFE INSURANCE CORP.                  1010-L
VARIABLE UNIVERSAL      (HEREINAFTER REFERRED TO AS ALIC)
LIFE (LL-VUL)                    ONE AMERITAS WAY     
                                  P.O. BOX 81889                 
Part 1                       LINCOLN,  NE 68501-1889             
- --------------------------------------------------------------------------------
Instructions: Please print clearly in black ink.  This form will be photocopied.
- --------------------------------------------------------------------------------

1  INSURED               
   If no policy owner      _________________________  __________________________
   is specified in         Name: Last/First/MI        Social Security #       
   section 2, the                                                               
   Insured will be         _________________________  __________________________
   the policy owner.       Address                    Date of Birth: mo. day yr.
                                                                                
                           _________________________  __________________________
                           City/State/Zip             Birthplace (State)        
                                                                                
                           _________________________  [ ] Male [ ] Female       
                           Occupation       Employer                            
                           Is this insurance part of                            
                           an employer-sponsored plan?   [ ] Yes   [ ] No      
- --------------------------------------------------------------------------------
2  POLICY OWNER             
   Complete only if       _________________________ ____________________________
   different from         Full Name                 Social Security #/Tax ID #
   the Insured.           
                          _________________________ ____________________________
   (IF A TRUST, GIVE      Relationship to Insured   Date of Birth:  mo. day  yr.
   TRUSTEE, TRUST NAME
   & TRUST DATE)          _________________________ 
                          Occupation      Employer  ____________________________
                                                    Trust Date:     mo. day  yr.
                                                    
                          
- --------------------------------------------------------------------------------
3  MAILING ADDRESS        ______________________________________________________
   OF OWNER               Address 
   All notices will be    ______________________________________________________
   sent to this address.  City/State/Zip
- --------------------------------------------------------------------------------
4  BENEFICIARY        
   Unless otherwise       _________________________ ____________________________
   indicated, multiple    Primary                   Relationship to Insured
   beneficiaries shall
   be paid equally or     _________________________ ____________________________
   to the survivor(s).    Contingent                Relationship to Insured
- -------------------------------------------------------------------------------
5  DEATH BENEFIT     Amount of Insurance $ _____    Death Benefit Option
                                                    (select only one)
                                                    [] Option A (DEATH BENEFIT  
                                                       IS THE AMOUNT OF 
                                                       INSURANCE)
                                                    [] Option B (DEATH BENEFIT
                                                       IS THE AMOUNT OF
                                                       INSURANCE PLUS THE
                                                       ACCUMULATION VALUE)
- --------------------------------------------------------------------------------
6  TOBACCO USE      Has the Proposed Insured smoked one or   [ ] Yes [ ] No
                    more cigarettes in the past twelve months?

                    Has the Proposed Insured used any form   [ ]Yes  [ ] No
                    of tobacco in the past twelve months?

                   (IF YES, PLEASE EXPLAIN THE TYPE OF USE AND FREQUENCY)

                    ____________________________________________________________
- --------------------------------------------------------------------------------
7  OPTIONAL RIDERS  [] Waiver of Monthly        [] Children's Protection Rider
                       Deductions
                    [] Payor Waiver of Monthly  [] Guaranteed Insurability 
                       Deductions (ONLY IF         Option (ONLY IF INSURED IS
                       INSURED IS AGE 14 &         AGE 37 & UNDER)
                       UNDER)                   $ ______________________________
                    [] _______________________    Election Amount (MIN. $25,000,
                                                                   MAX. $50,000)

- --------------------------------------------------------------------------------
8  PREMIUM          [] Annual [] Semi-Annual [] Quarterly     [] Monthly Bank 
   MODE             [] Single $ _______  [] Payroll Deduction    Draft*
   Please select                                              (COMPLETE THE
   which frequency                                            AUTOMATIC BANK
   you would like to                                          DRAFT SECTION
   make payments.                                             FOUND ON THE 
                                                              OPTIONAL PROGRAMS
                                                              PAGE)

                    []1035 Exchange $___ from _______________ (COMPLETE ABSOLUTE
                                             (NAME OF COMPANY) ASSIGNMENT FORM 
                                                               INCLUDED IN 
                                                               BOOKLET)

                    Planned Modal Premium $___ Initial Premium (paid with 
                                                  application $ ________________

- --------------------------------------------------------------------------------
    ALL PREMIUM CHECK MUST BE MADE PAYABLE TO AMERITAS LIFE INSURANCE CORP.
   DO NOT LEAVE THE PAYEE BLANK OR MAKE CHECK PAYABLE TO THE REPRESENTATIVE.

                                                                         041197P
LL-VUL REV. 10-96                                              Page 1 of 4 Pages
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

9  ALLOCATION            VANGUARD                         NEUBERGER & BERMAN                       BERGER 
   Whole          VARIABLE INSURANCE FUND              ADVISORS MANAGEMENT TRUST         INSTITUTIONAL PRODUCTS TRUST
   percentages  <S>                               <C>                                <C>                       
   only, must    Money Market         ______%      Limited Maturity Bond ________%    IPT-100 Fund          ________%
   total 100%.   High Grade Bond      ______%      Balanced              ________%    IPT Small Co. Growth Fund ____%
                 High Yield Bond      ______%      Partners              ________%    ______________________________%
                 Balanced             ______%      Growth                ________%    ______________________________%
                 Equity Income        ______%      ______________________________%    ______________________________%
                 Equity Index         ______%      ______________________________%                ALIC
                 Growth               ______%      ______________________________%    Fixed Account ________________%
                 Small Company Growth ______%      ______________________________%
                 International        ______%      ______________________________%    Total______________________100%
</TABLE>
- --------------------------------------------------------------------------------
10 TELEPHONE         I  hereby  authorize  and  direct  ALIC  to  make allowable
   AUTHORIZATION     transfers  of   funds  or   reallocation  of  net  premiums
                     among available subaccounts or to complete other  financial
   Unless waived,    transactions as may be allowed  by  the  ALIC  at the  time
   the policy owner  of  request, based  upon  instructions  received  from  the
   will have         Policy  Owner  by   phone.   ALIC  will   not   be   liable
   automatic         for following instructions communicated  by  telephone that
   telephone         it reasonably believes to be genuine.    ALIC  will  employ
   transfer          reasonable   procedures,   including  requiring  the policy
   authorization.    number  to  be stated, tape recording all instructions, and
                     mailing written confirmations.  If  ALIC    does not employ
                     reasonable   procedures   to   confirm  that   instructions
                     communicated  by telephone are genuine, ALIC may  be liable
                     for  any  losses   due   to   unauthorized  or   fraudulent
                     instructions.

                     I  understand: a)  all  telephone   transactions  will   be
                     recorded; and b) this  authorization will continue to be in
                     force  until the earlier of (1) written revocation  by  the
                     Policy Owner  is  received by ALIC or (2) ALIC discontinues
                     this privilege.

                     [] I elect NOT to have telephone transfer authorization.

- --------------------------------------------------------------------------------
11 EXISTING LIFE                      YEAR         TYPE OF
   INSURANCE           AMOUNT       PURCHASED      POLICY       NAME OF COMPANY

   List all life  a. ___________    __________   ___________  __________________
   insurance      
   existing on    b. ___________    __________   ___________  __________________
   life of                                                                      
   Insured. (If   c. ___________    __________   ___________  __________________
   "None" so      
   state)

- --------------------------------------------------------------------------------
12 REPLACEMENT      Will the proposed policy replace or change any   [] YES []NO
                    existing annuity or insurance policy?         
                   (IF YES, PLEASE NOTE BELOW WHICH OF THE COVERAGES
                    LISTED IN Q.11 ABOVE ARE INTENDED TO BE REPLACED.
                    IF AN ANNUITY IS BEING REPLACED, PROVIDE COMPANY
                    NAME AND YEAR ISSUED.)

- --------------------------------------------------------------------------------
13 OTHER            a. Has any company declined, postponed,          []Yes [] No
   COVERAGE            modified, cancelled or refused to renew,
                       reinstate or issue insurance on the life
   Please explain      of the Proposed Insured? (IF YES, PLEASE
   any yes answers.    EXPLAIN)
   
                       _____________________________________________
                       NAME OF COMPANY                   REASON
        
                    b. Is any other life insurance application       []Yes [] No
                       now pending or contemplated for the  
                       Proposed Insured with any other company?
                       (IF YES, PLEASE EXPLAIN)

                       _____________________________________________
                       NAME OF COMPANY
    
- --------------------------------------------------------------------------------
14  OTHER           Has the Proposed Insured:
    INFORMATION     
                    a.  Been charged with a driving violation,       []Yes [] No
    Please explain      had their licensed suspended or had any
    any yes answers.    restriction placed on their license within
                        the past 5 years?

                        (IF YES, GIVE DRIVER'S LICENSE 
                        NUMBER) __________  STATE OF ISSUE ________

                    b.  Participated in any vehicle racing,          []Yes [] No
                        parachuting, hang gliding, scuba diving 
                        or rodeos within the past 2 years, or is
                        any such activity comtemplated?

                    c.  Flown within the past 3 years as a pilot,    []Yes [] No
                        student pilot, crew member or had any     
                        flying duties or is any such activity
                        contemplated?

                    d.  Contemplate travel or residence in a         []Yes [] No
                        foreign county in the near future?   
                        (IF SO, WHERE) _________________________ 

- --------------------------------------------------------------------------------
LL-VUL REV. 10-96                  Page 2 of 4 Pages                            

<PAGE>
- -------------------------------------------------------------------------------
15 HEALTH HISTORY   Please  provide  the  name  and  complete  address  of  the
   Answer the       physician or medical center who would have the most current
   following        and complete medical records for the Proposed Insured.
   questions        
   regarding the    Name of personal physician/medical center__________________
   Proposed Insured.                                         (IF NONE, SO STATE)
                    Address____________________________________________________
   Use Section 18            STREET          CITY           STATE          ZIP
   or attach a
   separate sheet   Reason last consulted ___________ Date ____________________
   if necessary     What treatment was given or medication prescribed? ________
   to explain 
   "yes" answers.   Has the Proposed Insured: (IF YES, PLEASE EXPLAIN)

   NORTH CAROLINA   1. Ever  been  treated  by a physician or other health care
   RESIDENTS DO NOT    professional  in  the  last  ten  years  for  any of the
   RESPOND TO          following: Heart trouble, stroke, heart murmur, elevated
   QUESTION 15.5.      blood pressure, lung or respiratory disorder, tumor,
                       cancer, digestive disorder, diabetes, nervous or mental 
   MAINE RESIDENTS,    disorder? (EXPLAIN)                        []Yes   [] No
   YOU MAY ANSWER   2. Consulted a physician or been examined or treated at a
   QUESTION 2. "NO"   hospital or other medical facility in the last five 
   IF YOU HAVE         years?                                     []Yes   [] No
   TESTED POSITIVE  3. Ever used narcotics, barbiturates, amphetamines, 
   FOR HIV AND         cocaine, LSD, marijuana or hallucinogenic 
   HAVE NOT            drugs? (EXPLAIN)                           []Yes   [] No
   DEVELOPED        4. Ever received counseling or treatment for the use
   SYMPTOMS OF THE     of alcohol or drugs? (EXPLAIN)             []Yes   [] No
   DISEASE AIDS.    5. Ever been a member of any support group for the use of
                       alcohol or drugs? (EXPLAIN)                []Yes   [] No
   
                       Exact Height ____ ft.____in.    Exact Weight________lbs.

                       [] Gained  [] Lost_________ pounds in past year.
- --------------------------------------------------------------------------------
16 SUITABILITY    a. Annual income from occupation $___
   INFORMATION    b. Annual income from other           
                     sources                       $___ Indicate source(s)______
   Questions a.   c. Projected income for next         (DIVIDENDS, RENTAL INCOME
   through e.        12 months                          INTEREST, ETC.)
   and the        d. Estimated net worth
   Investment        (excluding home)              $___
   Objectives/    e. Tax Bracket                   ____
   Risk Tolerance
   section apply  Investment Objectives   Risk Tolerance
   to the         ---------------------   --------------    (MULTIPLE INVESTMENT
   Applicant                                                 OBJECTIVES  MAY  BE
   (Policy Owner) ____ Long Term Gain     ___ Low Risk       SELECTED AND RANKED
   if different   ____ Short Term Gain    ___ Medium Risk    EQUALLY.  FOR  RISK
   from the       ____ Income             ___ Speculative    TOLERANCE,   PLEASE
   Proposed       ____ Tax Advantaged     ___ High Risk      RANK 1 = HIGH)
   Insured.       ____ Safety of 
                       Principal

                  Has the Proposed Insured used a different        
                  name within the last five years? 
                  (IF YES, LIST NAMES) ___________________________ []Yes   [] No
                  Is the Proposed Insured a citizen of the 
                  United States? _________________________________ []Yes   [] No
                  If the Proposed Insured is a juvenile, are all
                  brothers and sisters (if any) insured for
                  an amount equal to or greater than this child?
                  (IF NO, EXPLAIN)________________________________ []Yes   [] No
                  If the Proposed Insured is a juvenile, what is
                  the total amount of life insurance in force
                  on the parent(s)?                                $____________

- --------------------------------------------------------------------------------
17 TELEPHONE      Home Phone: ( )___________  Best time to call: [] a.m. [] p.m.
   INTERVIEW      Business Phone: ( )_______                     [] a.m. [] p.m.

   To expidite    If there are not the phone numbers of the
   the            Proposed Insured, who will be contacting?
   underwriting
   process, we    ________________________________________  ____________________
   may contact                     (NAME)                      (RELATIONSHIP)
   you for a 
   personal       (SHOW ANY UNUSUAL NAME PRONUNCIATION PHONETICALLY)____________
   history
   interview.
- --------------------------------------------------------------------------------
18 SPECIAL 
   INSTRUCTIONS





- --------------------------------------------------------------------------------
19 ENDORSEMENTS/   No change  in  the  amount,  plan, classification or benefits
   CORRECTIONS     will be effective unless agreed  to  in writing by the owner.
                   This space will not be used in MD, PA, WV or any other  state
                   if not allowed by Statute or Insurance Dept. Regs.
   Home Office
   Use Only

- --------------------------------------------------------------------------------
LL-VUL REV. 10-96                Page 3 of 4 Pages                         
<PAGE>
- --------------------------------------------------------------------------------
20 AGREEMENTS        I AGREE AS FOLLOWS:                                        
                     1. Any policy including any endorsements issued as a result
NOTE FOR KENTUCKY       of this application will, with this application  and any
AND OHIO RESIDENTS:     supplemental   applications,  be  the  entire  insurance
Any person who,         contract.                                               
with intent to       2. No agent,  broker or  medical examiner can: a) waive the
defraud or knowing      answers to any questions in this application; b) make or
that he is              change any insurance contract; or c) waive any rights or
facilitating a          rules of ALIC.                                          
fraud against an     3. EXCEPT AS SPECIFIED OTHERWISE IN A RECEIPT PROVIDED UPON
insurer, submits        A  PAYMENT  OF  PREMIUM  AT  THE  TIME  OF  APPLICATION,
an application          INSURANCE  WILL  NOT  BE   EFFECTIVE  UNTIL  ALL  OF THE
or files a claim        FOLLOWING ARE MET: A)  THE  POLICY  ISSUED  BY  ALIC  IS
containing a false      DELIVERED TO AND ACCEPTED BY THE APPLICANT; B) THE FIRST
or deceptive            FULL PREMIUM IS PAID.                                   
statement is         4. ALIC  may  change  this  application  by  an appropriate
guilty of               notation   in    the   space  marked   "Endorsements and
insurance fraud.        Corrections":  a) to   correct   apparent    errors   or
                        omissions;  and b) to  conform  it with any policy rider
                        that  may  be  issued.  No  change  will  be made in the
                        following  without  the  applicant's written consent: a)
                        amount    of    insurance;    b) plan    of   insurance;
                        c) classification of risks; or d) benefits.   Acceptance
                        of any policy issued under this application ratifies any
                        amendments.                                             
                     5. I  UNDERSTAND  THAT: A) THE  AMOUNT  AND DURATION OF THE
                        DEATH BENEFIT MAY VARY WITH INVESTMENT EXPERIENCE, LOANS
                        AND OTHER SPECIFIED CONDITIONS; B) POLICY  VALUES NOT IN
                        THE  FIXED  ACCOUNT   WILL   INCREASE  OR   DECREASE  IN
                        ACCORDANCE   WITH   THE    EXPERIENCE  OF   THE SELECTED
                        INVESTMENT   OPTIONS  OF   THE  SEPARATE ACCOUNT; C) THE
                        AMOUNT  OF   THE  BENEFIT  PAYABLE  ON  SURRENDER IS NOT
                        GUARANTEED, BUT  IS  DEPENDENT  ON  THE  THEN  SURRENDER
                        VALUE;  D) ILLUSTRATIONS  OF  BENEFITS,  INCLUDING   THE
                        DEATH BENEFIT, ARE  AVAILABLE  UPON REQUEST; AND E) THIS
                        POLICY MEETS MY INVESTMENT  OBJECTIVES  AND  ANTICIPATED
                        FINANCIAL NEEDS.                                        
- --------------------------------------------------------------------------------
21 DISCLOSURES       I hereby acknowledge receipt of the current prospectus, and
                     any supplements, for this policy.
- --------------------------------------------------------------------------------
22 AUTHORIZATION     I authorize any licensed physician,  medical  practitioner,
   This authoriza-   hospital,  clinic  or  other    medically related  facility
   tion or a photo-  insurance company, Equifax  or any information  service  or
   copy of it, shall financial   institution,  family  member, or  associate  to
   remain valid for  release  to  ALIC  or  any  person  or entity acting on its
   use by ALIC for   behalf, any  personal  information which  is  on  file  and
   two (2) years     relates  to  my/our health  or  mental  condition,  general
   from the date     character  driving records, use  of  alcohol and drugs, and
   below.            hobbies of a hazardous nature.

                     In  addition,  I  authorize  the Medical Information Bureau
                     (MIB) to release to  ALIC or its reinsurers, any   personal
                     information which is on file and relates to me/us.

                     I also agree that I  have received  and read the "Notice of
                     ALIC's   Insurance   Information   Practices,"   MIB    and
                     Investigative Consumer Reports.  I  also understand that my
                     authorized representative and I can receive a copy  of this
                     authorization if we so desire.
- --------------------------------------------------------------------------------
23 SUBSTITUTE W-9    I  certify  under  penalty of perjury that:  1) the  number
   CERTIFICATION     shown on this  form is my correct  taxpayor  identification
                     number (or I am waiting for a number to be issued  to  me);
                     and  2) I am not subject  to  backup  withholding  because:
                     a) I am exempt  from  backup withholding, or  b) I have not
                     been  notified  by  the  Internal Revenue Service that I am
                     subject to backup withholding  as  a result of a failure to
                     report  all  interest  or  dividends,  or  c)  the  IRS has
                     notified  me  that  I  am  no  longer  subject  to   backup
                     withholding. 
     
                     You  must   cross  out  item  2  if  you have been notified
                     by  the  IRS  that  you  are  currently subject  to  backup
                     withholding because of underreporting interest or dividends
                     on your tax return.
   
                     THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR  CONSENT
                     TO   ANY  PROVISION  OF  THIS  DOCUMENT  OTHER   THAN   THE
                     CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
- --------------------------------------------------------------------------------
24 SIGNATURES        I represent to the best of my knowledge and belief that all
                     statements and answers to this application are complete and
                     true.  

                     Dated at (City, State) ____________On this Date____________

                     X ________________________   X ____________________________
                       Signature of Proposed        Signature of Policy Owner  
                       Insured (Parent or           if NOT Proposed Insured,  
                       Guardian if Juvenile)        Parent or Guardian.  (If a 
                                                    Corporation or Trust, show
                                                    full name)

                     X _________________________________________________________
                       Signature(s) and Title of Officer or Trustee(s)
- --------------------------------------------------------------------------------
25 REPRESENTATIVE'S/ Do  you  have  any  knowledge  or  reason  to believe  that
   AGENT'S           replacement of existing insurance or annuity  coverage  may
   STATEMENT         be involved?                                   []Yes [] No 

Policy Delivery:     I  certify  that: (1) the information provided by the owner
- ---------------      has  been accurately recorded; (2) a current prospectus and
Send to: []Owner     all supplements were  delivered;  and (3) I have reasonable
         []Repre-    grounds to recommend the purchase of the policy as suitable
         sentative   or the owner.
If not completed, 
policy will be       ___________________________________________________________
mailed to owner.     Signature of Registered Representative/Agent   

Medical Requirements __________________________________________________________
- -------------------- Representative/Agent Name (PLEASE PRINT)         Code
[] Representative
   to order          ___________________________________________________________
[] Home Office to    Agency or Broker/Dealer (PLEASE PRINT)           Code
   order
- --------------------------------------------------------------------------------
LL-VUL REV. 10-96                    Page 4 of 4 Pages                B/D Review



             DESCRIPTION OF AMERITAS LIFE INSURANCE CORP'S (ALIC'S)
               METHOD OF COMPUTING EXCHANGE ADJUSTMENTS PURSUANT
               TO RULE 6e-3(T)(b)(13)(v)(B) UNDER THE INVESTMENT
                              COMPANY ACT OF 1940


This document  explains the method that ALIC will use to compute cash values and
payments due when a flexible premium variable life insurance policy (the Policy)
is exchanged for a flexible  premium  adjustable life insurance  policy (the new
policy) issued by ALIC or one of its affiliated companies.

The policyowner may exchange the Policy while it is in force for a new policy on
the life of the  Insured,  without  new  evidence of  insurability,  at any time
within 24 months of the policy date shown on the schedule page of the Policy. To
make the exchange, the policyowner must send the Policy, a completed application
for exchange and any required payment to ALIC's Home Office.

To make this  exchange,  no  monthly  deduction  under the  Policy can be unpaid
beyond a grace  period;  any  outstanding  debt on the policy  must be repaid or
liquidated;  any assignment must be released or continued on the new policy; and
any amount  required to pay the first premium on the new policy and any cost for
exchange must be paid.

The new policy will have the same policy  date,  issue age and risk class of the
Insured as the Policy. The new policy will be a flexible premium adjustable life
insurance  policy issued by ALIC or its affiliates at the time of exchange.  The
policy provisions and applicable  charges for the new policy and its riders will
be the same as those  which  would have  applied  had the new policy been issued
originally.

The  accumulation  value of the new policy on the  exchange  date will equal the
cash surrender  value of the Policy on the valuation date  immediately  prior to
the  exchange  date plus the  accumulation  value  provided  by any net  premium
credited to the new policy on the exchange date, less monthly  deductions  under
the new policy. If any loan was liquidated (i.e.  remained unpaid at the time of
the  exchange),  the  specified  amount of the new policy will be reduced by the
amount of such liquidated loan.

The change will be effective on the valuation  date next  following the date all
financial and  contractual  arrangements  for the new policy have been completed
and processed.

No further adjustments are made in values and payments upon an exchange.



                     DESCRIPTION OF AMERITAS LIFE INSURANCE
              CORP.'S ISSUANCE, TRANSFER AND REDEMPTION PROCEDURES
                FOR POLICIES PURSUANT TO RULE 6e-3 (T)(b)(12)(ii)
                    UNDER THE INVESTMENT COMPANY ACT OF 1940


Set forth below is the information  called for under Rule 6e-3 (T) (b) (12) (ii)
under the  Investment  Company Act of 1940 ("1940  Act").  That rule provides an
exemption  for  separate   accounts,   their  investment   advisors,   principal
underwriters and sponsoring  insurance  company from Sections 22(d),  22(e), and
27(c)(1) of the 1940 Act, and Rule 22(c)-2 promulgated thereunder, for issuance,
transfer  and  redemption   procedures  under  flexible  premium  variable  life
insurance  policies in the extent  necessary to comply with Rule 6e-3(T),  state
administrative  law  or  established   administrative  procedures  of  the  life
insurance  company.  In order to qualify for the exemption,  procedures  must be
reasonable,  fair and  non-discriminatory  and  they  must be  disclosed  in the
registration statement filed by the separate account.

ALIC's Separate  Account LLVL (the "Account") is registered  under the 1940 Act.
Within the Account are  investment  Subaccounts,  which as of September 12, 1995
are expected to be the Vanguard Variable Insurance Fund ("Vanguard Funds") Money
Market,  High-Grade  Bond,  Balanced,  Equity Index,  Equity Income,  Growth and
International  Subaccounts;  the Neuberger & Berman  Advisers  Management  Trust
("Neuberger & Berman  Funds")  Limited  Maturity  Bond,  Growth,  Partners,  and
Balanced  Subaccounts.  Procedures  apply  equally  to each  Subaccount  and for
purposes of this description are defined in terms of the Account, except where a
discussion of both the Account and its Subaccounts is necessary. Each Subaccount
invests in shares of a  corresponding  portfolio of the  Vanguard  Funds and the
Neuberger & Berman Funds.  The investment  experience of the  Subaccounts of the
Account depends on the market  performance of the corresponding Fund portfolios.
Although  flexible premium  variable life insurance  policies funded through the
Account may also provide for fixed benefits supported by ALIC's general account,
except as otherwise  explicitly stated herein, this description assumes that net
premiums  are  allocated  exclusively  to the Account and that all  transactions
involve only the Subaccounts of the Account.


I.       PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF THE POLICIES
         ------------------------------------------------------------
 
         Set out below is a  summary  of the  principal  policy  provisions  and
         administrative  procedures which might be deemed to constitute,  either
         directly or  indirectly,  an "issuance or  purchase"  transaction.  The
         summary shows that,  because of the  insurance  nature of the policies,
         the  procedures  involved  necessarily  differ in  certain  significant
         respects from the purchase  procedures for mutual funds and contractual
         plans.

         The chief  differences  revolve  around  the  structure  of the cost of
         insurance and the insurance underwriting  (evaluation of risk) process.
         There are also  certain  policy  provisions  such as  Guaranteed  Death
         Benefit,  reinstatement  and loan repayment  which do not result in the
         issuance  of a  policy  but  which  require  certain  payments  by  the
         Policyowner and may involve a transfer of assets  supporting the policy
         values into the Account.


        A.    Cost of Insurance Rates,  Guaranteed  Death  Benefit  Premiums and
              ------------------------------------------------------------------
              Underwriting Standards
              ----------------------

              Costs of insurance  rates,  and Guaranteed  Death Benefit Premiums
              for ALIC's policies will not be the same for all Policyowners. The
              chief reason is that the principle of pooling and  distribution of
              mortality risks is based upon the assumption that each Policyowner
              pays a cost of insurance  charge  commensurate  with the Insured's
              mortality risk which is actuarially  determined based upon factors
              such as age, sex,  health and  occupation.  In the context of life
              insurance,  a uniform  mortality  charge  (the "cost of  insurance
              charge") for all insureds would discriminate  unfairly in favor of
              those  Insureds   representing  greater  mortality  risks  to  the
              disadvantage of

                                        1
<PAGE>
              those representing lesser risks. Accordingly,  although there will
              be a uniform "public offering price" for all Policyowners, because
              premiums are flexible and amounts allocated to the Account will be
              subject to the same deductions,  there will be a different "price"
              for each actuarial  category of  policyholders  because  different
              cost of  insurance  rates will apply.  The "price"  will also vary
              based on the net amount at risk.  While not all  Insureds  will be
              subject to the same cost of insurance rate, there will be a single
              cost of insurance rate for all persons of the same age, sex, risk,
              size of policy and smoking  class and whose  policies have been in
              effect for the same length of time.

              The Guaranteed  Death Benefit  premium as described below reflects
              the different cost of insurance  rates for males and females,  and
              varies by age.

              Current cost of insurance  rates will be  determined by ALIC based
              upon expectations as to future mortality  experience.  The cost of
              insurance  rates are guaranteed to not exceed rates based upon the
              Commissioner's  1980 Standard Ordinary Smoker and Nonsmoker,  Male
              and Female  Mortality  Tables. A table showing the maximum cost of
              insurance rates reflecting the actuarial risk class of the Insured
              will be part of the policy.  The current cost of insurance  charge
              will be included in the annual report.

              ALIC will require a minimum initial premium of at least 25% of the
              total first year monthly deductions  including charges for riders,
              and any  substandard  risk  adjustments to be received into ALIC's
              home office in good federal funds to put the policy in force. This
              premium is less than the  Guaranteed  Death Benefit  Premium.  The
              payment of the minimum initial premium will not guarantee that the
              policy  remains in force.  The  annual  Guaranteed  Death  Benefit
              Premium  will vary by sex and policy size and reflects the initial
              specified  amount  for the  policy and any  riders.  For  policies
              issued on a Unisex basis,  the costs of insurance  rates are based
              upon a 80% male/20%  female  assumption  and are guaranteed not to
              exceed  the cost of  insurance  rates  based  upon the 1980  CSO-B
              Unisex Table. The annual Guaranteed Death Benefit premiums for the
              policy were  calculated to never exceed the SEC guideline  premium
              which is defined by using 5%  interest,  the  standard  guaranteed
              cost of insurance  rates,  the percent of premium  loads,  the per
              policy administrative charges, an annual mode, and the level death
              benefit option with any applicable tax corridor death benefits.

              Policyowners, with the help of the registered representative,  may
              determine  a  planned   periodic  premium  payment  schedule  that
              provides for a level  premium  payable at a fixed  interval.  This
              payment  schedule  may  include  the  premiums  required  for  the
              Guaranteed Death Benefit Provision.  Factors considered in setting
              the planned  periodic  premium payment  schedule and selecting the
              death  benefit  option  include,  but  are  not  limited  to,  the
              Insured's age and risk classification;  the Policyowner's economic
              circumstances  including  future  obligations,  retirement and tax
              sheltering  needs;  the  Policyowner's  judgment  regarding market
              needs; the death benefit needs of the beneficiary;  and the desire
              to qualify for the Guaranteed Death Benefit Provision.  Payment of
              premiums  in  accordance  with  this  schedule  is  not,  however,
              mandatory and failure to do so will not of itself cause the policy
              to lapse.  Instead,  Policyowners may make premium payments in any
              amount  at any  frequency,  subject  only to the  initial  premium
              requirements  described above and any minimum  acceptable  premium
              amount and maximum premium  limitations  including those set forth
              in the  Internal  Revenue  Code.  If at any time a premium is paid
              which would  result in total  premiums  exceeding  the current IRC
              maximum premium limitation,  ALIC will accept only that portion of
              the premium which will make total premiums equal such maximum. Any
              portion of the premium in excess of such  maximum will be returned
              to the Policyowner and no further  premiums will be accepted until
              allowed by the then current maximum premium  limitations set forth
              in the Internal Revenue Code.

              The policy will remain in force so long as the surrender  value is
              sufficient  to pay the monthly  deductions  imposed in  connection
              with the  policy  or so long as the  cumulative  Guaranteed  Death
              Benefit premiums are paid on the policy.  Thus, without exercising
              the guaranteed death benefit


                                       2
<PAGE>
              option, a premium, if any, that must be paid to keep the policy in
              force depends upon the net accumulation  value of the policy which
              in turn depends on such factors as the  investment  experience  of
              the Account and the cost of insurance  charge  reflecting the cost
              of insurance rate and the net amount at risk.

              The  policies   will  be  offered  and  sold  pursuant  to  ALIC's
              established  underwriting  standards and in accordance  with state
              insurance    laws.    State   insurance   laws   prohibit   unfair
              discrimination among Insureds but recognize that premiums and cost
              of insurance  rates may be based upon  factors  such as age,  sex,
              health and occupation.

        B.    Application and Initial Premium Processing
              ------------------------------------------

              Upon receipt of a completed  application  form from a  prospective
              Policyowner,  ALIC  will  follow  certain  insurance  underwriting
              (i.e.,  evaluation  of  risk)  procedures  designed  to  determine
              whether the  proposed  Insured is  insurable.  In some cases,  the
              process  may  involve  such  verification  procedures  as  medical
              examinations and may require that further  information be provided
              by the  proposed  Insured  before a  determination  can be made. A
              policy cannot be issued,  i.e.,  physically  issued through ALIC's
              computerized issue system,  until this underwriting  procedure has
              been completed.

              The  date on  which  the  insurance  coverage  applied  for on the
              proposed  Insured  begins  is  called  the  policy  date.  Interim
              insurance  may be  provided  under  the  terms of the  conditional
              receipt,   described  later  in  this  section.  The  policy  date
              represents  the  first  day  of  the  policy  year  and  therefore
              determines  the policy  anniversary  and  monthly  activity  date.
              Suicide and contestable periods are measured from the policy date.

              The  policy  date and the issue  date are  normally  the same date
              unless an earlier  policy date is requested or the issue date is a
              later date as described herein.

              The issue date is the date that all  financial,  contractual,  and
              administrative  requirements have been completed 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  policyholder  or sent to
              the agent for  delivery to the  policyholder.  This will  normally
              also be the policy date. When application amendments or additional
              premiums  need to be obtained  upon  delivery  of the policy,  the
              issue  date  will be when  the  policy  receipt,  the  application
              amendments and/or funds are received in ALIC's Home Office and the
              application amendments are reviewed. The issue date marks the date
              on which benefits begin to vary in accordance  with the investment
              performance of the  Subaccounts.  It is shown on the  confirmation
              notice.

              Any premiums submitted with the application will be held in ALIC's
              general  account  prior to the  issue  date.  Amounts  held in the
              general account are credited with interest at a rate determined by
              ALIC for the  period  from the date  funds  are  received  by ALIC
              (except in the case of  insufficient  funds) until the issue date,
              but in no event  will  interest  be  credited  prior to the policy
              date.  On the issue  date,  ALIC will  allocate  the  initial  net
              premiums to the Money Market subaccount corresponding to the Money
              Market portfolio of the Vanguard funds.  After a 13-day period the
              monies will be allocated to the designated Subaccounts.

              If interim  conditional  receipt insurance on the proposed Insured
              is desired  pending the issue of the policy,  ALIC will  require a
              payment at the time of application  equal to the greater of $15.00
              or one modal premium for the amount of life insurance applied for.
              Such  interim  insurance  is  conditional  with  time  and  amount
              limitations. These conditions are shown in the Conditional





                                       3
<PAGE>
              Receipt section of the application as follows:

              1. This interim  insurance  will be effective  upon the death of a
                 proposed  Insured before the policy  delivery when ALL of these
                 conditions are met:

                 a. The greater of $15.00 or  one  modal  premium for the amount
                    and plan of life insurance applied for is paid; and

                 b. All medical  examinations,  tests, and related data required
                    by ALIC's  rules are  completed  for each  proposed  Insured
                    within 60 days of the date of Part I of the Application.

              2. The insurance for each proposed Insured which will be effective
                 before policy delivery is limited to the smaller of:

                 a. The  combined  amount in force and applied for with ALIC and
                    its affiliated companies;

                 b. $100,000; or

                 c. $25,000 if the proposed  Insured is under age 10 or over age
                    60 at his or her nearest birthday.

                 ((a), (b) and (c) above  include  life insurance and accidental
                 death benefits.)

              3. If one or more  conditions  in Paragraph  No. 1 on any proposed
                 Insured  are not  completely  met,  then ALIC is liable only to
                 return any premium paid for coverage on that proposed  Insured.
                 Any insurance in effect because of the Conditional Receipt will
                 end at the earliest of:

                 a. The  date  notice  is  mailed  that  the  application is not
                    accepted; or

                 b. At the end of 60 days from the date of this Receipt.

              4. "Effective Date" means the latest of these dates;

                 a. The date of the Application in Part 1;

                 b. The date all medical data or tests required by ALIC's rules,
                    if any, are completed;

                 c. The policy date asked for in the Application, or

                 d. The date on which the proposed Insured is at least 4 days of
                    age.

              The minimum  initial  specified  amount at issue is $100,000 under
              ALIC's current rules.  ALIC reserves the right to revise its rules
              from time to time to specify a different minimum initial specified
              amount for subsequently issued policies.


        C.    Premium Processing
              ------------------

              The net  premiums  are  credited  to the policy  Account as of the
              valuation  date next  following the day that the premium  payments
              accompanied  by  proper  notice  are  received  by ALIC  with  the
              possible  exception of the first net premium  which is credited on
              the issue date as  described  in the  preceding  section.  "Proper
              notice",  for  purposes of this  paragraph,  means that the policy
              number  and the  manner in which the  payment  is to be  allocated
              (premium  payment  vs.  loan  repayment)  must be  indicated.  The
              valuation date is as of the close of trading of the New York Stock
              Exchange on each day on which the  Exchange  is open for  trading.
              The net premium equals

                                       4
<PAGE>
              the  premium  paid  less a premium  charge of up to 5%  (currently
              3.5%) to defray the expense of state premium taxes and the cost of
              deferring the tax deduction on certain policy acquisition costs.

              The policy does not have a premium charge or sales load except the
              5% charge described herein. There is no sales load and there is no
              surrender charge.

              The  prospective  owner at the time the  application is taken will
              indicate  the  percentage  allocation  of the net  premiums to the
              Subaccounts  of the  Account  or to the  fixed  account.  All  net
              premiums  will be allocated in accordance  with the  Policyowner's
              proper written  instructions.  ALIC will permit the Policyowner to
              change  the  allocation  of later  net  premiums  without  charge.
              "Proper",   for  purposes  of  this  paragraph,   means  that  the
              notice/instructions must include the policy number(s) to which the
              instructions  apply.  Any such  change  will  apply to future  net
              premiums  received after ALIC receives the change.  If the request
              for change in allocation is made incorrectly, net premiums will be
              allocated  in  accordance  with the most  recent  instructions  on
              ALIC's  records until an allocation or correction is received from
              the Policyowner.

              If there is no  allocation  or the  allocation is incorrect on the
              application,  net premiums will be held in ALIC's general  account
              until  an   allocation   or   correction   is  received  from  the
              Policyowner;  the issue  date  will be after  such  correction  is
              received.

              Any unscheduled  premiums received will be allocated in accordance
              with the Policyowner's  prior  instructions for net premiums.  The
              Policyowner  at the time that an  unscheduled  premium is paid may
              specify  the  amount  (not less than $25 per  Subaccount  or fixed
              account) or the percentages of the unscheduled  premium payment to
              be allocated among the Subaccounts.  Any special  instructions for
              allocating  unscheduled  net  premiums  will be  followed  with no
              charge.

              The  minimum   percentage  of  each  net  premium   (scheduled  or
              unscheduled)  that  may  be  allocated  to any  Subaccount  of the
              Account  or the fixed  account  is 10%.  All  percentages  must be
              expressed in whole numbers and must total 100%.

        D.    Reinstatement
              -------------

              During  the  Insured's  life,  the policy  can be  considered  for
              reinstatement  if it  terminated  because  a  grace  period  ended
              without  sufficient  payment being paid. Any reinstatement must be
              done within  three years from the end of the grace  period.  (This
              period will be longer if required by state law.) The policy cannot
              be  reinstated  if it  has  been  surrendered  for  its  net  cash
              surrender value, nor can it be reinstated after the maturity date.
              A  written  application  for  reinstatement  must be made to ALIC.
              Reinstatement   will  be   effected   based  upon  the   insured's
              underwriting classifications at the time of 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 net cash surrender value;

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

              e. If the  reinstatement  occurs during the first three years, the
                 owner may pay  premiums  in the  amount  necessary  to meet the
                 cumulative monthly  requirement of the Guaranteed Death Benefit
                 premium as of the date of  reinstatement,  as if the policy had
                 not lapsed.

                                       5
<PAGE>
              The effective date of the reinstatement  will be the first monthly
              activity date on or next  following the date the  application  for
              reinstatement is approved and the required payment received.

              ALIC will treat the amount paid upon  reinstatement  as a premium.
              It will  deduct the  appropriate  percent of premium  charge.  The
              accumulation  value of the reinstated policy will immediately upon
              reinstatement  be  equal  to this  net  premium  payment  plus the
              accumulation  value on the date of lapse,  less 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 in the policy.

        E.    Repayment of Loan
              -----------------
 
              A loan  made  under the  policy  may be repaid at any time with an
              amount equal to the original loan plus loan interest. ALIC charges
              interest to policyholders at regular and reduced rates.  After the
              later of age 55 or the tenth policy  anniversary (the start date),
              the  policyholder  can  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.  The  amount  available  at the  reduced  rate is 10% of the
              accumulation  value,  as of the start  date,  times the  number of
              years  since the start  date  increased  by the  accrued  interest
              charges on the  reduced  loan  amount.  Regular  loans will accrue
              interest  on a  daily  basis  at a rate of up to 6% per  year.  If
              unpaid when due,  interest will be added to the amount of the loan
              and bear interest at the same rate.

              When a policy loan is made or when loan  interest is not paid when
              due,  an amount of  accumulation  value  sufficient  to secure the
              policy debt is transferred  out of the Account into ALIC's general
              account.  The amount of the  accumulation  value  attributable  to
              outstanding  policy  debt will be  credited  with  interest  at an
              annual rate of 3.5%. ALIC will retain the difference  between that
              rate and the loan interest rate, if any, to cover loan  investment
              expenses, income taxes, if any, and processing costs.

              When a loan  repayment  is  made,  the  accumulation  value in the
              general account related to that payment will be transferred to the
              Subaccounts or the fixed account in the same  proportion  that net
              premiums are being allocated unless otherwise instructed. The 3.5%
              annual interest  credited on outstanding  policy debt will also be
              annually  allocated to the Subaccounts in the same proportion that
              net premiums are being allocated.

        F.    Correction of Misstatement of Age, and Sex
              ------------------------------------------

              If ALIC  discovers  that the age or sex of the  Insured  or of any
              person  insured by rider has been  misstated,  it will  adjust the
              death benefits under the policy.

              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.


II.     TRANSFER AMONG SUBACCOUNTS
        --------------------------

        The Account  currently has 11 Subaccounts,  each of which is invested in
        shares of a corresponding  portfolio of the Vanguard Variable  Insurance
        Fund and the  Neuberger  & Berman  Advisers  Management  Trust which are
        registered  under  the  1940  Act  as  open-end  diversified  management
        investment  companies.  All 11 are available to the  Policyowner  of the
        policy. The Policyowner may transfer accumulation value amounts from one
        Subaccount  to another.  ALIC will make no charge for the first  fifteen
        transfers each policy year; thereafter,  a $10.00 transfer charge may be
        deducted from the amount transferred. ALIC will effectuate transfers and
        determine  all values in connection  with  transfers on the later of the
        date  designated in the request or on the valuation  date next following
        receipt of the written  request at ALIC's  Home  Office.  All  transfers
        included  in  the  request  are  treated  as one  transfer  transaction.
        Transfers may also be made from the Subaccounts to the Fixed Account.

                                       6
<PAGE>
        Transfers of up 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 may be made from the Fixed Account
        to the various subaccounts during the 30-day period following the yearly
        anniversary of the policy.

        Each  transfer  must be for a  minimum  of $250  or the  balance  in the
        Subaccount  or Fixed  Account,  if less.  The minimum  amount  which can
        remain in a  Subaccount  or Fixed  Account as a result of a transfer  is
        $100.  Any amount  below this  minimum  must be  included  in the amount
        transferred.

        Transfers  resulting  from  policy  loans and the  exercise  of exchange
        privileges will not be subject to a transfer charge.  In addition,  such
        transfers  will not be counted for  purposes of the  limitation  of free
        transfers.

        The request for  amounts to be  transferred  may be in terms of dollars,
        such as a request to transfer  $5,000 from one  Subaccount to another or
        to the Fixed  Account,  or may be in terms of a percentage  reallocation
        among  Subaccounts  or  the  Fixed  Account.  In  the  later  case,  the
        percentages  must be in whole numbers and meet the  requirements for net
        premium reallocations.

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


III.    "REDEMPTION PROCEDURES": SURRENDER AND RELATED TRANSACTIONS
        -----------------------------------------------------------

        Set out  below is a  summary  of the  principal  policy  provisions  and
        administrative  procedures  which might be deemed to constitute,  either
        directly or indirectly,  a "redemption"  transaction.  The summary shows
        that,  because of the insurance  nature of the policies,  the procedures
        involved  necessarily  differ in certain  significant  respects from the
        redemption procedures for mutual funds and contractual plans.

        A.    Surrender and Partial Withdrawals
              ---------------------------------

              At any time  before the earlier of the death of the Insured or the
              maturity date, the Policyowner,  with the consent of any assignee,
              may surrender the policy or partially  withdraw part of the values
              by sending a written  request  to ALIC.  To  surrender  the policy
              under current procedures,  the policy itself must also be returned
              to ALIC.

              The  amount   payable   upon   surrender  of  the  policy  is  the
              accumulation  value on the valuation  date next following the date
              ALIC receives written request less any outstanding policy debt.

              This  amount  is the net cash  surrender  value.  Surrenders  will
              generally be paid by mailing a check to the  Policyowner  within 7
              days of receipt of the written request and the policy.

              In lieu of payment of the net cash  surrender  value in a lump sum
              upon  surrender of a policy,  an election may be made to apply all
              or a  portion  of the  proceeds  under  one of the  fixed  benefit
              payment options described in the policy. The fixed benefit payment
              options are subject to the  restrictions and limitations set forth
              in the policy, and will be paid by ALIC.

              A partial  withdrawal  of  accumulation  values may be made for an
              amount of at least $500 subject to the following rules:



                                       7
<PAGE>
              1. The net cash  surrender  value in all  Subaccounts or the fixed
                 account after 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.

              2. Only one partial withdrawal per policy year can be made.

              3. A request for withdrawal must be on a form approved by ALIC.

              Partial withdrawals are irrevocable.

              A partial  withdrawal charge guaranteed to be the lesser of $50 or
              2% of the amount of the partial  withdrawal  will be deducted from
              the  amount  of  each  partial  withdrawal.  The  current  partial
              withdrawal  charge is the lesser of $25 or 2% of the amount of the
              partial withdrawal.

              The amount of the partial  withdrawal,  including the charge, will
              be deducted from the policy's  accumulation value on the date that
              the request is received.  The owner may  designate how to allocate
              the partial  withdrawal  among the  Subaccounts  or fixed  account
              provided  that the minimum  amount  remaining in a Subaccount as a
              result of such allocation is $100. If no allocation designation is
              received,  the partial  withdrawal  will be  allocated in the same
              proportion that the accumulation  value in each bears to the total
              accumulation value in all of the Subaccounts and the fixed account
              on the date ALIC receives the request in its Home Office.

              Partial  withdrawals  affect policy values. The accumulation value
              will be reduced by the amount of the partial withdrawal.  If Death
              Benefit  Option  A is  in  effect  on  the  date  of  the  partial
              withdrawal, the specified amount may also be reduced by the amount
              of the  partial  withdrawal.  These  reductions  reduce  the death
              benefits.  If the request for a partial withdrawal would cause the
              specified  amount to be reduced  below  ALIC's  minimum  specified
              amount,  the  request  for  the  partial  withdrawal  will  not be
              implemented  and the owner will be so notified in writing.  ALIC's
              minimums for the  specified  amount after  decreases are currently
              $100,000 for the first 3 policy years and $75,000  after the first
              3 policy years. These minimums may be revised from time to time by
              ALIC.

              NOTE:  Payment may be  postponed  whenever:  1) 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  Commission;  2) the  Commission  by  order
              permits postponement for the protection of Policyowners;  or 3) 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.  Surrenders or partial  withdrawals from the
              fixed  account may be deferred  for up to six months from the date
              of written  request.  Payments under the policy of any amount paid
              by check may be postponed until such time as the check has cleared
              the owner's bank.

        B.    Death Benefit Proceeds Claims and Maturity Benefit
              --------------------------------------------------

              As long as the policy  remains in force,  ALIC will  generally pay
              death benefit proceeds to the named beneficiary in accordance with
              the designated death benefit option within 7 days after receipt of
              due proof of the death of the  Insured.  (Payment may be postponed
              under  certain   circumstances   as  described  in  the  preceding
              section.)

              The death benefit proceeds will equal:

              1. The death benefit; plus

              2. Any additional death benefit proceeds provided by riders; minus

              3. Any outstanding policy debt; minus

                                       8
<PAGE>
              4. Any overdue monthly deductions  including the deduction for the
                 month of death.

              A claim during the suicide or contestable period may be limited as
              provided in the policy.

              The death benefit will vary by the Death Benefit  Option A or B in
              effect  at the  time of  death.  It will  never  be less  than the
              current specified amount of the policy.

              Option A: Basic Coverage

              The death benefit will be the greater of:

              1. The current specified amount; or

              2. A percentage of the  accumulation  value,  where the applicable
                 percentage is determined  from the then  effective tax corridor
                 table as shown in the policy.

              Option B: Basic Coverage Plus Cash Value

              The death benefit will be the greater of:

              1. The current specified amount plus the accumulation value; or

              2. A percentage of the  accumulation  value,  where the applicable
                 percentage is determined  from the then  effective tax corridor
                 table as shown in the policy.

              The  accumulation  value used for  determining the amount of death
              benefit will be as of the valuation date when the Insured died.

              ALIC's requirements for satisfactory proof of death include:

              1. A certified copy of the death certificate;

              2. A Claimant Statement;

              3. The policy; and

              4. Any other  information  which  ALIC may  reasonably  require to
                 establish the validity of the contract.

              In lieu of payment of the death  benefit  proceeds  in a lump sum,
              the beneficiary may elect to apply all or any part of the proceeds
              under one of the fixed benefit  payment  options  described in the
              policy.  The fixed  benefit  payment  options  are  subject to the
              restrictions  and  limitations  set  forth  in the  policy.  These
              options will be paid by ALIC.

              The amount of the benefit payable at maturity is the  accumulation
              value  less any  outstanding  debt of the  Policy on the  maturity
              date.  This  benefit will only be paid if the Insured is living on
              the policy  maturity  date.  The policy  will mature on the policy
              anniversary nearest the Insured's 100th birthday.

        C.    Policy Loans
              ------------

              After the first policy anniversary,  the owner may obtain a policy
              loan from ALIC.  The  policy is the only  security  required.  The
              maximum loan amount is 100% of the net cash  surrender  value less
              any guaranteed  charges and accrued expenses as of the date of the
              policy loan and after  adjustment for loan interest and guaranteed
              policy charges for the remainder of the policy year. The available
              loan  amount  at any  time is the  maximum  loan  amount  less any
              outstanding policy

                                       9
<PAGE>
              debt.  ALIC  charges  interest  to  policyholders  at regular  and
              reduced  rates.  After  the  later of age 55 or the  tenth  policy
              anniversary,  the  policyholder  can  borrow  each  year a limited
              amount  of the  accumulation  value  of the  policy  at a  reduced
              interest rate. Interest payments are due on each anniversary date.
              If  interest  is not paid when due, it will be added to the policy
              debt and bear interest at the same rate as the loan. Interest will
              accrue on a daily basis at a rate of up to 4% per year. 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.  Regular
              loans may accrue  interest  on a daily basis at a rate of up to 6%
              per year.

              When a policy loan is made, or when interest is not paid when due,
              an amount of  accumulation  value  sufficient to secure the policy
              debt is  transferred  out of the Account or the fixed  account and
              into ALIC's general account. The owner may specify how to allocate
              that accumulation value among the Subaccounts or the fixed account
              provided  that the minimum  amount  remaining in a  Subaccount  or
              fixed  account  as a  result  of the  allocation  is  $100.  If no
              allocation is made, the accumulation value will be allocated among
              the  Subaccounts or the fixed account in the same  proportion that
              the policy's  accumulation  value in each  Subaccount or the fixed
              account bears to the total  accumulation  value in all Subaccounts
              or the fixed account on the date of loan.

              The loan will  generally be paid 7 days after receipt of a written
              request;   payment  may  be  postponed  under  the   circumstances
              described  earlier  under III  Paragraph A "Surrender  and Partial
              Withdrawals".

              Accumulation  value in the general  account will be credited  3.5%
              interest annually.  The interest earned will be allocated annually
              to the  Subaccounts or the fixed account in the same manner as net
              premiums.

              If the policy debt exceeds the accumulation  value, the owner must
              pay the  excess.  ALIC will send notice of the amount due. If this
              amount is not paid  within 61 days after the  notice is sent,  the
              policy will terminate  without value. ALIC will send the notice to
              the owner and to any assignee of record at the Home office.

              Any loan  transaction  may  permanently  affect the values of this
              policy.

        D.    Policy Lapse
              ------------

              Lapse will occur when (a) policy  debt  exceeds  the  accumulation
              value,  (b) the net cash surrender  value is insufficient to cover
              the  monthly  deduction,  or  (c)  the  pro  rata  portion  of the
              Guaranteed  Death Benefit Premium for the policy and its riders is
              not paid  throughout  the first three policy  years,  the net cash
              surrender value is  insufficient to cover the monthly  deductions,
              and a grace period expires without a sufficient payment.

              If the policy debt exceeds the accumulation value less any accrued
              expenses,  the  owner  must  pay an  amount  equal  to all  excess
              indebtedness  within 61 days after  ALIC mails  notice in order to
              avoid lapse.

              If the net cash surrender value on a monthly  activity date is not
              sufficient  to cover the  monthly  deduction,  and the  Guaranteed
              Death  Benefit  provision  is not in effect,  a grace period of 61
              days will be allowed  for the payment of a premium  sufficient  to
              cover the monthly  deductions.  The grace period will begin on the
              day ALIC mails notices of the  necessary  premium to the owner and
              any assignee of record in its Home Office.

              If a sufficient  payment is made during a grace period, it will be
              treated as a premium  payment  and the net premium so paid will be
              allocated   among  the   Subaccounts  and  the  fixed  account  in
              accordance with the  Policyowner's  current  instructions  and any
              monthly deductions due will be charged. If a sufficient payment is
              not made during a grace period, the policy will lapse.

                                       10
<PAGE>
              If the insured  dies after  notice of payment  due, but before the
              expiration  of  a  grace  period,   any  due  and  unpaid  monthly
              deductions will be deducted from the death benefit proceeds.

              Reinstatement  may be  permitted  under the  conditions  described
              earlier after policy lapse.


                                       11

Norman Krivosha                               Ameritas Life Insurance Corp. Logo
Executive Vice President
Secretary and Corporate General Counsel
________________________________________________________________________________
            One Ameritas Way/P.O. Box 81889/Lincoln, NE 68501-1889/(402)467-7176



April 3, 1998

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

Gentlemen:

With reference to the Post-Effective  Amendment No. 4 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  the
Post-Effective  Amendment No. 4 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

                                              Ameritas Life Insurance Corp. Logo
________________________________________________________________________________
                          One Ameritas Way/P.O. Box 81889/Lincoln, NE 68501-1889
                             (402)467-1122/(800)745-6665/Facsimile:(402)467-7956
                                              

April 3, 1998

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. 4 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  Post-Effective
Amendment  No. 4 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
Assistant Vice President and
Associate Actuary


INDEPENDENT AUDITORS' CONSENT
- -----------------------------




We consent to the use in this Post-Effective Amendment No. 4 to Registration
Statement No. 33-86500 of Ameritas Life Insurance Corp. Separate Account LLVL of
our reports dated February 2, 1998, on the financial statements of Ameritas
Life Insurance Corp.and 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


Lincoln, Nebraska
April 2, 1998


<PAGE>





                                   Ameritas Variable Life Insurance Company Logo
- --------------------------------------------------------------------------------
                     One Ameritas Way / P. O. Box 82550 / Lincoln, NE 68501-2550


JOHN D SPECIMEN                                       Policy Number:  1109005440
PO BOX 81889                                Social Security Number:  ###-##-####
LINCOLN NE  68501-1889                                 Insured:  John D Specimen


RE:  Notice of Cancellation Right

Mr. Specimen:

Thank you for selecting this Low-Load  Variable  Universal Life insurance policy
which combines the guarantees of insurance with the opportunities of investment.
We believe it will serve you well.

This  letter  is sent to you in  accordance  with the laws  administered  by the
United States Securities and Exchange Commission (SEC). Please read it carefully
and retain with your important records.

Low-Load Variable  Universal Life is a variable  universal life insurance policy
in which you may direct  your net  premiums  into one or more of the  investment
accounts  ranging  from the  Fixed  Account  (managed  by  ALIC) to the  various
portfolios in ALIC's  Separate  Account LLVL managed or administered by Vanguard
Variable Insurance Fund,  Neuberger & Berman Advisors Management Trust or Berger
Institutional  Products  Trust.  If you choose one or more of these  portfolios,
your benefits depend on their investment experience.

Under the requirements of the SEC and your policy,  you have the right to return
this policy for cancellation within (1) 10 days from the date of receipt of this
policy,  or (2) 10 days from the date of receipt of this notice,  or (3) 45 days
from the date you signed the application,  whichever is later. The amount of the
refund is the greater of the  premiums  paid or the  premiums  paid  adjusted by
investment gains or losses. Please review the prospectus for details of Low-Load
Variable  Universal  Life  expenses and your  cancellation  right,  and also the
attachments  to this  letter  which  provide  further  details  on your right of
cancellation.

While we hope you are pleased with your ownership of this policy,  if you should
decide to exercise  this right of  cancellation,  complete the enclosed form and
return your policy within the time period outlined above.

Please do not  hesitate to contact our  Individual  Client  Services  Department
(1-800-745-6665)  with any questions you may have about the insurance  coverage,
investment options, expenses, or your rights as a policyholder. Again, thank you
for  your  confidence  in  Ameritas  Life  Insurance  Corp.,  Vanguard  Variable
Insurance  Fund,   Neuberger  &  Berman  Advisors   Management   Trust,   Berger
Institutional Products Trust and Low-Load Variable Universal Life.

Sincerely,


/s/Kenneth C. Louis
President

Form 4055 (1-1)


<PAGE>

                                   Ameritas Variable Life Insurance Company Logo
- --------------------------------------------------------------------------------
                     One Ameritas Way / P. O. Box 82550 / Lincoln, NE 68501-2550


JOHN D SPECIMEN                                       Policy Number:  1109005440
PO BOX 81889                                Social Security Number:  ###-##-####
LINCOLN NE  68501-1889                                 Insured:  John D Specimen

 


                LOW-LOAD VARIABLE UNIVERSAL LIFE INSURANCE POLICY

In  determining  whether or not to  exercise  your  right to cancel,  you should
consider,  among other things: the insurance and investment needs served by your
policy,  the projected cost of your policy and the deductions  from the premiums
before the payment is  allocated  to the various  investments  available  in the
policy.

You have been  given a  prospectus  which  describes  the  deductions  from each
premium  payment which is a current 3.5% premium charge  (guaranteed  maximum of
5%). This charge is used to pay state and federal taxes.

Deductions from the accumulation value in your accounts include:

         A monthly administrative expense charge of $9.00 during the first year
         and $4.50 thereafter  (could be increased to a maximum of $9.00 in the
         future).

         A  monthly  cost of insurance based  on the current cost of insurance
         rates now in effect (could be increased in the future to the TABLE OF
         POLICY CHARGES shown in your policy).

         A current mortality and expense charge of 0.75% of the accumulation
         value (could  be increased to  a guaranteed maximum of 0.90% in the
         future).

There is no surrender  charge on this policy at any time. If you later decide to
surrender the policy,  the full accumulation  value less any outstanding  policy
debt will be available to you.

Form 4055 (1-2)


<PAGE>

                                   Ameritas Variable Life Insurance Company Logo
- --------------------------------------------------------------------------------
                     One Ameritas Way / P. O. Box 82550 / Lincoln, NE 68501-2550


JOHN D SPECIMEN                                       Policy Number:  1109005440
PO BOX 81889                                Social Security Number:  ###-##-####
LINCOLN NE  68501-1889                                 Insured:  John D Specimen






                               ***INSTRUCTIONS***

                              PLEASE READ CAREFULLY

RE:  Request for Cancellation

If, after reading the enclosed notice, you elect to return your policy for
cancellation, please:

         1.       Sign and date the bottom portion of this form.

         2. Mail this notice together with your policy to:

                          Ameritas Life Insurance Corp.
                        One Ameritas Way, P.O. Box 81889
                          Lincoln, Nebraska 68501-1889

         3.       Make certain that the postmark of the return envelope is on or
                  before the last date permitted for cancellation as described
                  in the attached letter.

                         ***TO BE COMPLETED BY OWNER***

TO:      Ameritas Life Insurance Corp. (ALIC)

Pursuant to the terms of the notice  previously  furnished  me by ALIC, I hereby
return the policy numbered above (The "Policy") for  cancellation  and request a
refund. The amount of the refund will be the greater of the premiums paid or the
premiums paid adjusted by investment gains or losses. I hereby release ALIC from
any and all claims arising out of or in connection  with the sale or issuance of
the policy under state insurance law and I hereby  acknowledge  that ALIC's sole
liability with respect to the policy is the refund to me.



- ------------------------------------         -----------------------------------
             Date                                   Signature of Policyowner

Form 4055 (1-3)

                                ACTUARIAL OPINION


Date:    November 15, 1994

Re:      DAC Tax Charge for Policy Form 4055

Ameritas Life Insurance Corp. experiences an increased tax burden resulting from
Section 848 of the Internal  Revenue Code of 1986,  which was enacted in 1990 to
modify the federal income tax of life insurance companies.  Section 848 requires
life  insurance  companies  to  capitalize  and amortize  part of their  general
expenses for the current year. Under prior law these expenses were deductible in
full from the current year's gross income.

The amount of deductions that would have to be amortized rather than deducted in
the year incurred is a percentage of the current year's net premiums received in
connection with certain types of insurance contracts.

From an economic  perspective,  taking into account the time value of money, the
tax  burden of the  insurance  company  is  increased  as it is related to those
contracts  covered by Section 848. This increased burden has been referred to as
the "DAC  tax".  The impact of this DAC tax can be  compared  to that of a state
premium tax since the amount of general  deductions that must be capitalized and
amortized  is  measured by premiums  paid and the  increased  federal tax burden
results from the receipt of those premiums.

Reasonableness of DAC Tax Charge
- --------------------------------

Policy Form 4055 includes a percent of premium charge,  guaranteed not to exceed
5.00%. The DAC tax charge,  equal to 1.00% of each premium payment,  is included
in the percent of premium charge and will be deducted from each premium  payment
to cover the  estimated  cost of the DAC tax. This charge is within the range of
the DAC tax charge of various leading insurance  companies;  the following table
shows the DAC tax charge that is included in some variable universal life policy
forms:

          Company                                     DAC Tax Charge
          -------                                     --------------
          Merrill Lynch                                    1.25%
          Provident Mutual                                 1.25%
          Prudential                                       1.25%
          John Hancock                                     1.25%
          New England                                      1.00%


The 1.00% charge is  reasonably  related to the  additional  federal  income tax
burden  which  Ameritas  will  experience,  taking  into  account the benefit of
amortization  permitted by Section 848 and the use of a 10 percent discount rate
in  computing  the cost of the  increased  tax burden and the future  deductions
resulting from such amortization.
<PAGE>
Reasonableness of Cost of Capital
- ---------------------------------

Ameritas determines its cost of capital as the after tax rate of return it seeks
to earn on its surplus.  The following  factors are generally  considered in the
determination of the cost of capital:

         1.       The risk-free rate of return that can be expected to be earned
                  over the long-term,  based on current market rates,  inflation
                  and expected future interest rate trends.
         2.       The  premium  needed  to  earn  over  the  risk-free  rate  to
                  compensate for the risk profile of the insurance business.
         3.       Information  available  about  the  rates  of return earned by
                  other life insurance companies.

Considering  these factors,  it is reasonable to use a 10% discount  rate,  i.e.
cost of capital, in the determination of the DAC tax charge.

Appropriateness of the Factors Used to Determine the Cost of Capital
- --------------------------------------------------------------------

Ameritas  makes sure that its projected  rates of return are adequate to support
its anticipated  growth. If the rate of return is too low, surplus will decrease
or will not increase sufficiently to support anticipated growth.

Ameritas  seeks to  maintain a ratio of surplus  to assets  that it  establishes
based on its  judgment of the risks  represented  by various  components  of its
assets and  liabilities.  Maintaining the ratio of surplus to assets is critical
for the  maintenance  of competitive  ratings from various  rating  agencies and
competitive pricing on new and inforce business.

Therefore,  it is  appropriate  to  consider  the  factors  shown  above  in the
determination of Ameritas' cost of capital.
                 

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> LLVL VANGUARD MONEY MARKET
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        7,218,269
<INVESTMENTS-AT-VALUE>                       7,218,269
<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>                        7,218,269
<SHARES-COMMON-PRIOR>                        1,274,986
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 7,218,269
<DIVIDEND-INCOME>                              245,562
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  33,383
<NET-INVESTMENT-INCOME>                        212,179
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                          212,179
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     33,061,438
<NUMBER-OF-SHARES-REDEEMED>                 27,118,155
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       5,943,283
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        3,376,563
<INVESTMENTS-AT-VALUE>                       4,081,960
<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>                          160,571
<SHARES-COMMON-PRIOR>                           68,977
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       705,397
<NET-ASSETS>                                 4,081,960      
<DIVIDEND-INCOME>                               47,557
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  20,371
<NET-INVESTMENT-INCOME>                         27,186
<REALIZED-GAINS-CURRENT>                        33,570
<APPREC-INCREASE-CURRENT>                      633,010
<NET-CHANGE-FROM-OPS>                          693,766
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        132,217
<NUMBER-OF-SHARES-REDEEMED>                     40,623
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,733,452
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        1,321,458
<INVESTMENTS-AT-VALUE>                       1,524,779
<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>                           81,200
<SHARES-COMMON-PRIOR>                           21,723
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       203,321
<NET-ASSETS>                                 1,524,779
<DIVIDEND-INCOME>                               24,444
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   5,918
<NET-INVESTMENT-INCOME>                         18,526
<REALIZED-GAINS-CURRENT>                        22,916
<APPREC-INCREASE-CURRENT>                      181,981
<NET-CHANGE-FROM-OPS>                          223,423
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         71,066
<NUMBER-OF-SHARES-REDEEMED>                     11,589
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,207,619
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        2,919,979
<INVESTMENTS-AT-VALUE>                       3,211,554
<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>                          148,715
<SHARES-COMMON-PRIOR>                           39,921
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       291,575
<NET-ASSETS>                                 3,211,554
<DIVIDEND-INCOME>                               24,821  
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  13,622   
<NET-INVESTMENT-INCOME>                         11,199
<REALIZED-GAINS-CURRENT>                        70,741
<APPREC-INCREASE-CURRENT>                      269,256
<NET-CHANGE-FROM-OPS>                          351,196
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        135,647 
<NUMBER-OF-SHARES-REDEEMED>                     26,853
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,505,348
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        1,955,975
<INVESTMENTS-AT-VALUE>                       2,037,790
<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>                          119,859
<SHARES-COMMON-PRIOR>                           26,357
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        81,815
<NET-ASSETS>                                 2,037,790
<DIVIDEND-INCOME>                               62,554
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   8,857
<NET-INVESTMENT-INCOME>                         53,697
<REALIZED-GAINS-CURRENT>                        86,534
<APPREC-INCREASE-CURRENT>                       73,173
<NET-CHANGE-FROM-OPS>                          213,404
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        103,264
<NUMBER-OF-SHARES-REDEEMED>                      9,762
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,642,172
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          480,683      
<INVESTMENTS-AT-VALUE>                         493,830
<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>                           46,139
<SHARES-COMMON-PRIOR>                           10,403
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        13,147
<NET-ASSETS>                                   493,830
<DIVIDEND-INCOME>                               17,945
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   2,094
<NET-INVESTMENT-INCOME>                         15,851
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                       12,105
<NET-CHANGE-FROM-OPS>                           27,956
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         48,976
<NUMBER-OF-SHARES-REDEEMED>                     13,240
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         385,329
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        2,125,629         
<INVESTMENTS-AT-VALUE>                       2,050,498
<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>                          159,525
<SHARES-COMMON-PRIOR>                           45,478
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (75,131)
<NET-ASSETS>                                 2,050,498
<DIVIDEND-INCOME>                               24,884
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  10,213
<NET-INVESTMENT-INCOME>                         14,671
<REALIZED-GAINS-CURRENT>                        19,354
<APPREC-INCREASE-CURRENT>                      (87,836)
<NET-CHANGE-FROM-OPS>                          (53,811)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        175,098
<NUMBER-OF-SHARES-REDEEMED>                     61,051
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,471,104
<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> 8
   <NAME> LLVL VANGUARD HIGH YIELD
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          227,636
<INVESTMENTS-AT-VALUE>                         230,647
<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>                           21,778
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         3,011
<NET-ASSETS>                                   230,647
<DIVIDEND-INCOME>                                7,800
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     670
<NET-INVESTMENT-INCOME>                          7,130
<REALIZED-GAINS-CURRENT>                           254
<APPREC-INCREASE-CURRENT>                        3,011
<NET-CHANGE-FROM-OPS>                           10,395
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         57,153
<NUMBER-OF-SHARES-REDEEMED>                     35,375
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         230,647
<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> 9
   <NAME> LLVL VANGUARD SMALL COMPANY GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          364,647
<INVESTMENTS-AT-VALUE>                         376,871
<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>                           34,378
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        12,224
<NET-ASSETS>                                   376,871
<DIVIDEND-INCOME>                                1,148
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,158
<NET-INVESTMENT-INCOME>                            (10)
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                       12,224 
<NET-CHANGE-FROM-OPS>                           12,214
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         58,091
<NUMBER-OF-SHARES-REDEEMED>                     23,713
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         376,871
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          166,271
<INVESTMENTS-AT-VALUE>                         185,980
<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>                           10,448
<SHARES-COMMON-PRIOR>                            5,554
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        19,709
<NET-ASSETS>                                   185,980
<DIVIDEND-INCOME>                                2,227      
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,062
<NET-INVESTMENT-INCOME>                          1,165
<REALIZED-GAINS-CURRENT>                         5,717
<APPREC-INCREASE-CURRENT>                       16,398
<NET-CHANGE-FROM-OPS>                           23,280
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          7,946
<NUMBER-OF-SHARES-REDEEMED>                      3,052
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          97,556
<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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          563,170
<INVESTMENTS-AT-VALUE>                         666,771
<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>                           21,833
<SHARES-COMMON-PRIOR>                           12,586
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
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<NET-ASSETS>                                   666,771
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
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<EXPENSES-NET>                                   3,818
<NET-INVESTMENT-INCOME>                         (3,818)
<REALIZED-GAINS-CURRENT>                        34,617
<APPREC-INCREASE-CURRENT>                       83,104
<NET-CHANGE-FROM-OPS>                          113,903
<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-SOLD>                         20,903
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<ACCUMULATED-NII-PRIOR>                              0
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 12
   <NAME> LLVL - NEUBERGER & BERMAN PARTNERS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                        1,627,667
<INVESTMENTS-AT-VALUE>                       1,961,025
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<SHARES-COMMON-STOCK>                           95,195
<SHARES-COMMON-PRIOR>                           34,241
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
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<OVERDISTRIBUTION-GAINS>                             0
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<NET-ASSETS>                                 1,961,025
<DIVIDEND-INCOME>                                1,903
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   8,694
<NET-INVESTMENT-INCOME>                         (6,791)
<REALIZED-GAINS-CURRENT>                        29,308
<APPREC-INCREASE-CURRENT>                      267,038
<NET-CHANGE-FROM-OPS>                          289,555
<EQUALIZATION>                                       0
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<ACCUMULATED-NII-PRIOR>                              0
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</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-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                           59,021
<INVESTMENTS-AT-VALUE>                          60,591
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<SHARES-COMMON-STOCK>                            4,291
<SHARES-COMMON-PRIOR>                            1,844
<ACCUMULATED-NII-CURRENT>                            0
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<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
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<NET-ASSETS>                                    60,591
<DIVIDEND-INCOME>                                1,514
<INTEREST-INCOME>                                    0
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<EXPENSES-NET>                                     289
<NET-INVESTMENT-INCOME>                          1,225
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 14
   <NAME> LLVL - BERGER IPT 100 FUND
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
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<NET-ASSETS>                                    19,791
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<NET-INVESTMENT-INCOME>                            388
<REALIZED-GAINS-CURRENT>                           693
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 15
   <NAME> LLVL - BERGER IPT SMALL COMPANY GROWTH
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<INVESTMENTS-AT-COST>                          203,772
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<ACCUMULATED-NET-GAINS>                              0
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<NET-ASSETS>                                   207,664
<DIVIDEND-INCOME>                                    0
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</TABLE>


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