AMERITAS LIFE INSURANCE CORP SEPARATE ACCOUNT LLVL
497, 1998-05-05
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PROSPECTUS                                    Ameritas Life Insurance Corp. Logo

FLEXIBLE PREMIUM                                                 5900 "O" Street
VARIABLE UNIVERSAL LIFE                        P.O. Box 81889/Lincoln, NE  68501
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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, as revised May 1, 1998.

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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.
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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.

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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.
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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        Insured  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>
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The Date of this Prospectus Supplement is May 1, 1998                 LLVL     5
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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).

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LLVL     6
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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 Insured's  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).

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The date of this Prospectus Supplement is May 1, 1998                 LLVL     7
<PAGE>
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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).
- --------------------------------------------------------------------------------
LLVL     8
<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).

YEAR 2000

Like  other  insurance  companies  and  their  separate  accounts,  ALIC and the
Separate  Account could be adversely  affected if the computer systems they rely
upon do not properly  process  date-related  information  and data involving the
years 2000 and after.  ALIC has taken steps it believes are reasonable to timely
address this issue in its own computer system,  and to obtain assurance that its
major service  providers are taking  comparable  steps.  At this time,  however,
there can be no  assurance  that  these  steps will be  sufficient  to avoid any
adverse impact on ALIC and the Separate Account.

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

- --------------------------------------------------------------------------------
The date of this Prospectus Supplement is May 1, 1998                 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.

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").

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

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.

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

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

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>
- --------------------------------------------------------------------------------
LLVL    12
<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.

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

- --------------------------------------------------------------------------------
                                                                     LLVL     13
<PAGE>
- --------------------------------------------------------------------------------

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  Aaccumulation  Value multiplied by  the Death
     Benefit Ratio (as illustrated at Point A) whichever is greater.

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

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LLVL     14
<PAGE>
- --------------------------------------------------------------------------------

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 (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 

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

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.

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.

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

THE UNIT  VALUE.  The unit  value of each  Subaccount  reflects  the  investment
performance  of that  Subaccount.  The unit  value of each  Subaccount  shall be
calculated by (i) multiplying the per share net asset value of the corresponding
Fund  portfolio  on the  Valuation  Date times the number of shares  held by the
Subaccount,  before the purchase or redemption of any shares on that date; minus
(ii) a charge not  exceeding  an annual rate of .90% for  mortality  and expense
risk;  and (iii)  dividing  the result by the total  number of units held in the
Subaccount on the Valuation Date, before the purchase or redemption of any units
on that date. (See Daily Charges Against the 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.

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).

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

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 Insured's 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 Insured's  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).

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.

- --------------------------------------------------------------------------------
18     LLVL  The date of this Prospectus Supplement is May 1, 1998
<PAGE>
- --------------------------------------------------------------------------------

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.

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.

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                                                                     LLVL     19
<PAGE>
- --------------------------------------------------------------------------------

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.


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  

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LLVL     20
<PAGE>
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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.  

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).

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                                                                     LLVL     21
<PAGE>
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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.

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.

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LLVL     22
<PAGE>
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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 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.

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                                                                     LLVL     23
<PAGE>
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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.

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

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.

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.

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                                                                     LLVL     25
<PAGE>
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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).

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.

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LLVL     26
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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.

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.

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                                                                     LLVL     27
<PAGE>
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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.
     
     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 

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LLVL     28
<PAGE>
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     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 incurred (1)
     before  January 1, 1996,  (or)  (2)  before  January 1, 1997,  for Policies
     entered into in 1994 or 1995.  The  

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                                                                     LLVL     29
<PAGE>
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     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

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

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                                                                     LLVL     31
<PAGE>
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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.

DALE K. NIEBUHR, SECOND VICE PRESIDENT - AUDIT SERVICES*

GARY R. RAYMOND, VICE PRESIDENT - GROUP ACTUARY*

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

- --------------------------------------------------------------------------------
LLVL     32
<PAGE>
- --------------------------------------------------------------------------------

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.

- --------------------------------------------------------------------------------
LLVL     34
<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 
- --------------------------------------------------------------------------------
                                                                     LLVL     35
<PAGE>
- --------------------------------------------------------------------------------
                      This page left blank intentionally.
- --------------------------------------------------------------------------------
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>
- --------------------------------------------------------------------------------
LLVL     38
<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>
- --------------------------------------------------------------------------------
LLVL     40
<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>
- --------------------------------------------------------------------------------
LLVL     42
<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>
- --------------------------------------------------------------------------------
LLVL     44
<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>
- --------------------------------------------------------------------------------
LLVL     48
<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>
- --------------------------------------------------------------------------------
LLVL     50
<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.

- --------------------------------------------------------------------------------
LLVL     72
<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.

- --------------------------------------------------------------------------------
LLVL     74
<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>
- --------------------------------------------------------------------------------



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