ACACIA NATIONAL VARIABLE LIFE INSURANCE SEPARATE ACCOUNT 1
485BPOS, 1999-05-03
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    As filed with the Securities and Exchange Commission on April 30, 1999
    

                                      Registration #   33-90208;   811-8998

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                         POST-EFFECTIVE AMENDMENT NO. 6
                                    FORM S-6
                    FOR REGISTRATION UNDER THE SECURITIES ACT
                 OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2

           ACACIA NATIONAL VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
                              (Exact Name of Trust)

                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                            (Exact Name of Depositor)

                              7315 Wisconsin Avenue
                            Bethesda, Maryland 20814
          (Complete Address of Depositor's Principal Executive Offices)

                  Depositor's Telephone Number: (301) 280-1000

                            Ellen Jane Abromson, Esq.
                              7315 Wisconsin Avenue
                            Bethesda, Maryland 20814
                (Name and complete address of agent for service)

             It is proposed that this filing will become effective:

             [ ] immediately upon filing pursuant to paragraph (b)
             [x] on May 1, 1999 pursuant to paragraph (b)
             [ ] 60 days after filing pursuant to paragraph (a)(I)
             [ ] on pursuant to paragraph (a)(I)
             [ ] 75 days after filing pursuant to paragraph (a) (ii)
             [ ] on Pursuant to paragraph (a)(ii) of Rule 485

        If appropriate, check the following box:

            [ ]  this Post-Effective  Amendment  designates a new effective
                 date for a previously filed Post-Effective Amendment.

                    Title and Amount of Securities being registered:
               Individual Flexible Premium Variable Life Insurance Policies



<PAGE>


                               PART I - PROSPECTUS



<PAGE>
                                   PROSPECTUS
                                                                           THE 
                                                                         ACACIA
                                                                          GROUP

                   The Date of This Prospectus is May 1, 1999.


                                                         Acacia National Life
                                                         Insurance Company
Allocator 2000 --                                        7315 Wisconsin Avenue
A  Flexible Premium Variable Universal Life              Bethesda, MD 20814
Insurance Policy issued by 
Acacia National Life Insurance Company                    


Allocator 2000 is a flexible  premium  variable  universal life insurance Policy
("Policy"),  issued by Acacia National Life Insurance  Company  ("ANLIC").  Like
traditional  life insurance  policies,  an Allocator 2000 Policy  provides Death
Benefits to  Beneficiaries  and gives you, the  Policyowner,  the opportunity to
increase the Policy's cash value.  Unlike traditional  policies,  Allocator 2000
lets you vary the frequency and amount of premium payments, rather than follow a
fixed premium payment schedule. It also lets you choose one of two Death Benefit
options:  (1) a level  amount,  which  generally  equals the Face  Amount of the
Policy; or (2) a variable amount which generally equals the Face Amount plus the
Policy Account Value.  While the Policy remains in force, the Death Benefit will
not be less than the  maximum of the  current  Face  Amount of the Policy or the
Policy Account Value mutliplied by the applicable corridor percentage  specified
in the Policy. The minimum face amount is $ 25,000.

An Allocator 2000 Policy is different from traditional  life insurance  policies
in another  important  way:  you select how Policy  premiums  will be  invested.
Although each Policyowner is guaranteed a minimum death benefit,  the cash value
of the  Policy,  as well  as the  actual  Death  Benefit,  will  vary  with  the
performance of investments you select.

The Investment  Options  available  through  Allocator  2000 include  investment
portfolios from The Alger American Fund, Calvert Variable Series,  Inc., Dreyfus
Stock  Index Fund,  Neuberger Berman   Advisers  Management  Trust,  Oppenheimer
Variable  Account Funds,  Strong  Variable  Insurance  Funds,  Inc., and Van Eck
Worldwide  Insurance  Trust.  Each of these  portfolios  has its own  investment
objective  and  policies.  These  are  described  in the  prospectuses  for each
investment  portfolio which must accompany this Allocator 2000  prospectus.  You
may also choose to allocate  premium  payments to the Fixed  Account  managed by
ANLIC.

An  Allocator  2000 Policy  will be issued  after  ANLIC  accepts a  prospective
Policyowner's  application.  Allocator  2000  Policies  are  available  to cover
individuals between the ages of 20 and 80 at the time of purchase.  An Allocator
2000 Policy,  once purchased,  may generally be canceled until 20 days after the
Owner  receives  the  Policy  or 45  days  after  completion  of  Part  I of the
application, if later.

This Allocator 2000  prospectus is designed to assist you in  understanding  the
opportunity and risks  associated with the purchase of an Allocator 2000 Policy.
Prospective  Policyowners are urged to read the prospectus  carefully and retain
it for future reference.

This  prospectus  includes  a  summary  of the most  important  features  of the
Allocator  2000  Policy,  information  about  ANLIC,  a list  of the  investment
portfolios  to  which  you  may  allocate  premium  payments,   and  a  detailed
description  of the  Allocator  2000  Policy.  The  appendix  to the  prospectus
includes  tables  designed to illustrate  how cash values and death benefits may
change with the investment experience of the Investment Options.

This  prospectus  must be accompanied by a prospectus for each of the investment
portfolios available through Allocator 2000.

Although the  Allocator  2000 Policy is designed to provide life  insurance,  an
Allocator  2000  Policy is  considered  to be a  security.  The  purchase  of an
Allocator 2000 Policy involves  investment risk,  including the possible loss of
principal.  For  this  reason,  Allocator  2000  may  not be  suitable  for  all
individuals.  It may not be advantageous to purchase an Allocator 2000 Policy as
a  replacement  for  another  type  of  life  insurance  or as a way  to  obtain
additional  insurance  protection if the purchaser already owns another flexible
premium  variable  universal  life  insurance  policy.  This  Policy  may not be
available in all states.

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.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
regulatory  authority has approved  these  securities,  or determined  that this
prospectus  is  accurate  complete.  Any  representation  to the  contrary  is a
criminal offense.



<PAGE>


                                TABLE OF CONTENTS



Glossary of Defined Terms ..................................................1
Questions and Answers About Your Policy.................................... 5
        Acacia National and the Variable Account........................... 8
        Acacia National Life Insurance Company............................. 8
        The Variable Account............................................... 8
The Portfolios..............................................................9
        The Alger American Fund............................................ 9
        Calvert Variable Series, Inc.......................................10
        Dreyfus Stock Index Fund...........................................12
        Neuberger Berman Advisers Management Trust.........................13
        Oppenheimer Variable Account Funds.................................14
        Strong Variable Insurance Funds, Inc and Strong Discovery Fund II. 15
        Van Eck Worldwide Hard Assets Fund.................................16
        Investment Advisory Fees...........................................17
        Resolving Material Conflicts.......................................17
        Addition, Deletion, or Substitution of Investments.................18
Policy Benefits............................................................19
        Death Benefits.....................................................19
        Applicable Percentage Table........................................19
        Payment of Policy Benefits.........................................23
Payment and Allocation of Premiums.........................................24
        Policy Issue.......................................................24
        Premiums...........................................................25
        Allocation of Premiums and Policy Account Value....................26
        Transfers..........................................................27
        Policy Lapse and Reinstatement.....................................28
Charges and Deductions.....................................................28
        Surrender Charge...................................................29
        Partial Surrender Charge ..........................................29
        Premium Expense Charges ...........................................29
        Policy Account Value Charges.......................................29
        Daily Charges Against the Variable Account.........................30
        Investment Advisory Fee............................................31
        Portfolio Annual Expenses..........................................32
        Reduction of Charges ..............................................33
Policy Rights .............................................................33
        Loan Privileges....................................................33
        Surrender Privileges...............................................34
        Partial Surrender..................................................34
        Coverage Beyond the Maturity Date..................................35
Examination of the Policy Privilege (Free Look)............................35
        General Account....................................................36
        General Description................................................36
        The Policy.........................................................36
        General Account Value..............................................36
General Policy Provisions..................................................37
        Postponement of Payments...........................................37
        The Contract.......................................................37
        Suicide............................................................37



<PAGE>



        Incontestability...................................................38
        Change of Owner or Beneficiary.....................................38
        Collateral Assignment..............................................38
        Misstatement of Age or Sex.........................................38
        Reports and Records ...............................................38
        Optional Insurance Benefits........................................39
Federal Tax Considerations ................................................40
        Introduction ......................................................40
        Tax Status of the Policy...........................................40
        Treatment of Policy Benefits ......................................42
        Special Rules for Pension and Profit-Sharing Plans.................44
        Possible Charge for ANLIC's Taxes..................................45
Policies Issued in Conjunction with Employee Benefit Plans.................45
Legal Developments Regarding Unisex Actuarial Tables ......................45
Voting Rights..............................................................46
Officers and Directors of ANLIC............................................47
Distribution of the Policies ..............................................48
Administration.............................................................48
Preparations for the Year 2000.............................................49
Policy Reports.............................................................49
State Regulation...........................................................49
Experts....................................................................50
Legal Matters..............................................................50
Additional Information.....................................................50


Appendix A - Illustrations
Appendix B - Automatic Rebalancing and Dollar Cost Averaging Programs
Financial Statements


<PAGE>

GLOSSARY OF DEFINED TERMS

ATTAINED AGE        The age of the Insured on the last Policy Anniversary.

BENCHMARK PREMIUM   A monthly  premium based on the original face amount and any
                    increase  made during the first sixty months that the Policy
                    is in force.  During the first sixty  months that the Policy
                    is in force, the Policy is guaranteed not to lapse provided
                    the sum of the  premiums  paid  equals or exceeds the sum of
                    the scheduled  Benchmark  Premiums since the Policy date and
                    any Increase date.


BENEFICIARY         The  Beneficiary  is  designated by the Owner to receive the
                    Death Benefit  proceeds.  If changed,  the Beneficiary is as
                    shown  in  the  latest  change  filed  with  ANLIC.   If  no
                    Beneficiary  survives the Insured,  the Owner or the Owner's
                    estate  will  be  the  Beneficiary.   The  interest  of  any
                    Beneficiary is subject to that of any assignee.


CASH SURRENDER      The Policy  Account  Value  minus any  applicable  surrender
 VALUE              charges, minus any outstanding indebtedness and due charges.

DEATH BENEFIT       The amount of insurance coverage provided under the selected
                    Death Benefit option of the Policy.


DEATH BENEFIT       The  proceeds  payable to the  Beneficiary  upon  receipt by
 PROCEEDS           ANLIC of  Satisfactory  Proof of Death of the Insured  while
                    the  Policy  is in  force.  It is equal  to:  (l) the  Death
                    Benefit;   (2)  plus  additional  life  insurance   proceeds
                    provided by any  riders;  (3) minus any  Outstanding  Policy
                    Debt; (4) minus any Accrued Expense  Charges,  including the
                    Monthly Deduction for the month of the Death of the Insured.


DUE PROOF OF DEATH  One of the following:

                    (a)  A copy of a certified death certificate.

                    (b) A copy of a certified  decree of a court
                    of competent  jurisdiction as to the finding
                    of death.

                    (c) A written  statement by a medical doctor
                        who attended the insured.

                    (d) Any other proof satisfactory to ANLIC.


FACE AMOUNT         The minimum death  benefit  payable under the Policy so long
                    as the Policy remains in force.  The death benefit  proceeds
                    will be reduced by any outstanding  indebtedness and any due
                    and unpaid charges.  FIXED ACCOUNT The portion of the Policy
                    Account Value allocated to our General Account.



                                       1
<PAGE>


FREE LOOK  PERIOD   The  period of time in which the Owner may cancel the Policy
                    and receive a refund of the total  premiums  paid. The Owner
                    may  cancel  the  Policy  within 20 days of  receipt  of the
                    Policy and free look notice,  or 45 days after completion of
                    Part  1  of  the  application,   whichever  is  later.  This
                    provision  also  applies  in the  event  of an  increase  in
                    coverage.

GENERAL ACCOUNT     The  assets  of ANLIC  other  than  those  allocated  to the
                    Variable Account or any other separate account.

GRACE PERIOD        The 62 days  allowed  from the  mailing of the notice of the
                    start of the Grace  Period  until the date the  Policy  will
                    Lapse for non payment of premium.

GUARANTEED DEATH    An  annual  premium  listed  in  the  Policy,  based  on the
 BENEFIT PREMIUM    Insured's age,  ("GDBP")  sex,  rate  class  and  amount  of
                    insurance  coverage at the time of issue.  Provided  GDBP is
                    paid  and the  Owner  does not  elect  to take any  loans or
                    partial  surrenders,  the Policy is guaranteed  not to lapse
                    before  the  Insured's  age 65 or for  ten  years  from  the
                    effective date of coverage, whichever is later.

INDEBTEDNESS        The sum of all unpaid  Policy loans and accrued  interest on
                    loans.


ISSUE AGE           The Insured's age on the Policy Date.


INSURED             The person upon whose life the Policy is issued.


INVESTMENT OPTIONS  The  Fixed  Account  and the  Sub-accounts  which  invest in
                    portfolios described in the Fund prospectuses.


LOAN VALUE          The maximum  amount  that may be borrowed  under the Policy.
                    The loan value  equals 90% of the  Policy's  Cash  Surrender
                    Value.


MATURITY DATE       The Policy Anniversary following the Insured's 95th 
                    birthday.


MONTHLY ANNIVERSARY The same date in each  succeeding  month as the Policy Date.
                    For purposes of the Variable  Account,  whenever the Monthly
                    Anniversary falls on a date other than a Valuation Date, the
                    Monthly Anniversary will be deemed the next Valuation Date.


NET PREMIUM         Premium paid less the Premium Expense Charge.


OWNER               The Policy Owner as defined below.

PLANNED PERIODIC    A scheduled  premium of a level  amount at a fixed  interval
PREMIUM             over a specified period of time.

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


                                       2
<PAGE>


POLICY ACCOUNT      The sum of the Policy's values in the  Sub-accounts  and the
VALUE               General Account.

POLICY  DATE        The date set forth in the Policy that is used to  determine
                    Policy years and Policy  months.  Policy  anniversaries  are
                    measured from the Policy Date.

POLICY MONTH        A month beginning on the Monthly Anniversary.

POLICY OWNER        The  person  so   designated  in  the   Application   or  as
 ("OWNER")          subsequently  changed.  If  a  Policy  has  been  absolutely
                    assigned,  the assignee is the Owner. A collateral  assignee
                    is not the Owner.                                           

PORTFOLIO           A separate  investment  portfolio  of a mutual fund in which
                    the Variable Account assets are invested.


PREMIUM EXPENSE     A  charge  to   cover  all  premium  taxes  imposed  by  the
CHARGE              states  and  any   subdivision  thereof,  which  does    not
                    necessarily   relate  to  the  premium   taxes  paid  for  a
                    particular Policy.


SERVICE OFFICE      The office where Policy  administration is done,  whether at
                    ANLIC or at the offices of a third party  administrator,  as
                    designated by ANLIC in writing.  The Service  Office address
                    is Acacia National Life Insurance  Company,  P.O. Box 79574,
                    Baltimore, Maryland 21279-0574.

SUB-ACCOUNT         A sub-division  of the Variable  Account.  Each  Sub-account
                    invests  exclusively in the shares of a specified  Portfolio
                    of a Fund.

SURRENDER  CHARGE   The amount deducted from the Policy Account Value upon lapse
                    or surrender of the Policy during the first 9 years that the
                    original Policy coverage is effective and during the first 9
                    years from the effective date of an increase.


TARGET PREMIUM      An annual  premium amount based upon the Face Amount and the
                    Insured's  age, sex and risk class that is used to calculate
                    surrender charges and agent compensation.


VALUATION DATE      Each regular  business day that ANLIC and the New York Stock
                    Exchange are open for business,  excluding holidays, and any
                    other day in which there is sufficient trading in the Fund's
                    portfolio  securities to materially  affect the value of the
                    assets in the Variable Account.


                                       3
<PAGE>

VALUATION PERIOD    The  period   between  two   successive   Valuation   Dates,
                    commencing at the close of business of a Valuation  Date and
                    ending  at the  close of  business  on the  next  succeeding
                    Valuation Date.

VARIABLE ACCOUNT    Acacia National Variable Life Insurance  Separate Account I,
                    a  separate  investment  account  established  by  ANLIC  to
                    receive and invest the net premiums paid under the Policy.


                                       4
<PAGE>



                     QUESTIONS AND ANSWERS ABOUT YOUR POLICY


The following summary is intended to highlight the most important features of an
Allocator  2000 Policy  that you should  consider.  You will find more  detailed
information in the main portion of the prospectus; cross-references are provided
for your  convenience.  As you review this Summary,  take note of the terms that
appear in italics.  Each italicized  term is defined in the Definitions  Section
that begins on page 1 of this  prospectus.  This  summary and all other parts of
this  prospectus  are qualified in their  entirety by the terms of the Allocator
2000 Policy, which is available upon request from ANLIC.

Who is the issuer of an Allocator 2000 Policy?
ANLIC is the issuer of each  Allocator  2000 Policy.  ANLIC enjoys a rating of A
(Excellent) from A.M. Best Company, a firm that analyzes insurance  carriers.  A
stock life  insurance  company  organized in  Virginia,  ANLIC is a wholly owned
subsidiary  of Acacia Life  Insurance  Company  which is, in turn, a second tier
subsidiary of Ameritas Acacia Mutual Holding Company (page 8).

Why should I consider purchasing an Allocator 2000 Policy?
The primary  purpose of an Allocator  2000 Policy is to provide  life  insurance
protection on the Insured  named in the Policy.  This means that, so long as the
Policy is in force,  it will  provide for:
o  payment of a Death  Benefit,  which will never be less than the current  face
   amount at the time of the Death of the Insured (page 19)
o  Policy loan (page 32), Partial Surrender, and Surrender features (page 34)

An Allocator 2000 Policy also includes an investment component. This means that,
so long as the Policy is in force,  you will be  responsible  for  selecting the
manner in which Net Premiums will be invested.  Thus,  the value of an Allocator
2000 Policy will reflect your investment choices over the life of the Policy.

How does the investment component of my Allocator 2000 Policy work?
ANLIC has  established  the Variable  Account,  which is separate from all other
assets of ANLIC,  as a vehicle to  receive  and invest  premiums  received  from
Allocator  2000  Policyowners.  The Variable  Account is divided  into  separate
Sub-accounts.  Each  Sub-account  invests  exclusively  in  shares of one of the
investment  portfolios  available  through  Allocator 2000. Each Policyowner may
allocate  Net  Premiums  to one or more  Sub-accounts,  or to the Fixed  Account
(which  invests  in  ANLIC's  General  Account,   see  page36)  in  the  initial
application.  These  allocations may be changed,  without  charge,  by notifying
ANLIC's  Service   Office.   The  aggregate  value  of  your  interests  in  the
Sub-accounts,  the Fixed  Account and any amount held in the General  Account to
secure  Policy debt will  represent the Policy  Account Value of your  Allocator
2000 Policy (page 36).

What investment options are available through the Allocator 2000 Policy?
The Investment  Options  available  through Allocator 2000 include 19 investment
Portfolios,  each of which is a separate series of a mutual fund from: The Alger
American  Fund;  Calvert  Variable  Series,  Inc.;  Dreyfus  Stock  Index  Fund;
Neuberger Berman Advisers Management Trust;  Oppenheimer Variable Account Funds;
Strong Variable  Insurance Funds,  Inc.; and Van Eck Worldwide  Insurance Trust.
These Portfolios are:

   
Alger American Growth  Portfolio
Alger American  MidCap Growth  Portfolio
Alger American Small  Capitalization  Portfolio
Calvert Social Money Market Portfolio
Calvert  Social  Small  Cap  Growth  Portfolio
Calvert  Social  Mid Cap  Growth
Portfolio Calvert Social  International Equity Portfolio
Calvert Social Balanced Portfolio
Dreyfus Stock Index Fund
Neuberger Berman  Advisers  Management  Trust Limited  Maturity Bond  Portfolio
Neuberger Berman  Advisers   Management  Trust  Growth  Portfolio  
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer  Capital Appreciation Fund/VA
Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer  High Income  Fund/VA   
Oppenheimer  Strategic  Bond Fund Strong/VA
International  Stock Fund II Strong  Discovery  Fund II
Van Eck  Worldwide  Hard Assets Fund
    


Details about the  investment  objectives  and policies of each of the available
investment Portfolios,  including management fees and expenses, appear beginning
on page 9 of this  prospectus.  Each Portfolio holds its assets  separately from
the  assets of the other  Portfolios.  In  addition  to the  listed  Portfolios,
Policyowners  may also elect to allocate Net Premiums to the Fixed Account which
is available in most states.
(page 36).



                                       5
<PAGE>



How does the life insurance component of an Allocator 2000 Policy work?
An Allocator  2000 Policy  provides for the payment of a minimum  Death  Benefit
upon the death of the Insured. The amount of the minimum Death Benefit is chosen
by you at the time your Allocator  2000 Policy is  established.  However,  Death
Benefit Proceeds -- the actual amount that will be paid after ANLIC receives Due
Proof  of  Death  -- may vary  over  the  life of your  Allocator  2000  Policy,
depending on which of the two available coverage options you select.

If you choose Option A, the Death  Benefit  payable  under your  Allocator  2000
Policy will be the  current  face  amount of your  Allocator  2000 Policy or the
applicable  percentage  of Policy  Account  Value,  whichever is greater.  (See,
Applicable Percentage Table, page 19). If you choose Option B, the Death Benefit
payable under your Allocator 2000 Policy will be the current face amount of your
Allocator  2000  Policy plus the Policy  Account  Value of your  Allocator  2000
Policy,  or if it is higher,  the  applicable  percentage of the Policy  Account
Value on the date of  death.  In  either  case,  the  applicable  percentage  is
established based on the Attained Age at the death of the Insured.

Are there any risks involved in owning an Allocator 2000 Policy?
Yes. Over the life of your Allocator 2000 Policy,  the Sub-accounts to which you
allocate  your  premiums  will  fluctuate  with  changes in the stock market and
overall economic  factors.  These  fluctuations  will be reflected in the Policy
Account Value of your Allocator 2000 Policy and may result in loss of principal.
For this reason,  the  purchase of an Allocator  2000 Policy may not be suitable
for all  individuals.  It may not be  advantageous to purchase an Allocator 2000
Policy to replace or augment your existing  insurance  arrangements.  Appendix A
includes tables  illustrating the impact that hypothetical  market returns would
have on Policy Account Values under an Allocator 2000 Policy.

What is the premium that must be paid to keep an Allocator 2000 Policy in force?
Like a traditional life insurance  policy, an Allocator 2000 Policy requires the
payment of premiums  in order to keep the Policy in force.  You will be asked to
establish  a  payment   schedule  before  your  Allocator  2000  Policy  becomes
effective.

The distinction  between a traditional  life policy and an Allocator 2000 Policy
is an Allocator 2000 Policy will not lapse simply because  premium  payments are
not made according to that payment schedule.  However,  an Allocator 2000 Policy
will lapse,  even if scheduled  premium payments are made, if the Cash Surrender
Value of your Allocator 2000 Policy falls below zero or premiums paid do not, in
the  aggregate,  equal the premium  necessary to satisfy the  Benchmark  Premium
(page 25) or the Guaranteed Death Benefit requirements (page 25).

How are premiums paid, processed and credited to me?
Your  Allocator  2000 Policy will be issued  after a  completed  application  is
accepted,  and  the  initial  premium  payment  is  received,  by  ANLIC  at its
Administrative  Office.  ANLIC  has  contracted  with  Financial  Administrative
Services,  Inc.  ("FAS"),  having its principal  place of business at 1290 Silas
Deane Highway,  Wethersfield,  Connecticut  for it to provide ANLIC with certain
administrative services for the Flexible Premium Variable Life Policies.

On the Policy Date or when the initial  premium is received  whichever is later,
your initial Net Premium  will be  allocated  to the Money  Market  Sub-account.
After a fifteen  day  period,  the Policy  Account  Value of the Policy  will be
allocated  among the Investment  Options  according to the  instructions in your
application. You have the right to examine your Allocator 2000 Policy and return
it for a refund for a limited time, even after the Policy Date.  (See, Free Look
Period, page 35).

ANLIC will send  premium  payment  notices to you  according to any schedule you
select.  You may make  subsequent  premium  payments  according  to the  Premium
schedule you select, although you are not required to do so. When ANLIC receives
your Premium Payment at its Service Office, the Net Premium will be allocated to
the Investment Options according to your selections (page 26).

As already  noted,  Allocator  2000  provides you  considerable  flexibility  in
determining the frequency and amount of premium  payments.  This  flexibility is
not, however,  unlimited. You should keep certain factors in mind in determining
the payment schedule that is best suited to your needs. These include the amount
of the Benchmark  Premium and/or  Guaranteed  Death Benefit Premium  requirement
needed to keep your Allocator  2000 Policy in force (page 25 ); maximum  premium
limitations  established  under the Federal  tax laws (page 40);  and the impact
that  reduced  Premium  Payments  may have on the Cash  Surrender  Value of your
Allocator 2000 Policy (page 34).

Is the Policy  Account  Value of my  Allocator  2000  Policy  available  without
Surrender  Charges?  Yes, you may obtain a loan,  secured by the Policy  Account
Value of your Allocator  2000 Policy equal to 90% of the Cash  Surrender  Value.
The Owner may obtain  Policy  loans at any time the Policy has Loan  Value.  The
minimum loan request ANLIC allows is $1,000.  There is an interest rate of 6.45%
per year  charged  for  loans  when the  Policy  Account  Value is less than the
cumulative premiums paid.  Otherwise,  after the fifth Policy year the loan rate
charged  will be 4.5% per year for the amount of the loan that equals or is less
than the amount that the Policy Account Value exceeds cumulative  premiums paid.
The  interest  is due and  payable at the end of each  Policy  Month.  Loans and
interest  may be repaid at any time  prior to the  Maturity  Date.  Loans may be
taxable transactions (page 33).

What are the charges associated with ownership of an Allocator 2000 Policy?



                                       6
<PAGE>


Surrender  Charge - Because ANLIC incurs expenses  immediately upon the issuance
of an  Allocator  2000  Policy  that are  recovered  over a period of years,  an
Allocator  2000 Policy that is Surrendered or lapses on or before its 9th Policy
Anniversary is subject to a Surrender Charge.  Additional  Surrender Charges may
apply if you increase the Face Amount of your Allocator 2000 Policy. Because the
Surrender Charge may be significant upon early surrender, you should purchase an
Allocator  2000 Policy only if you intend to maintain your Allocator 2000 Policy
for a substantial  period.  (See,  Surrender Charge, page 29). Partial Surrender
Charge - During the  Surrender  Charge period for the Policy and any increase in
Face Amount,  there will be a charge for a partial  surrender equal to 8% of the
amount withdrawn or $25, whichever is greater.  
Premium  Expense  Charge - Certain  states  impose  premium  and other  taxes in
connection with insurance  policies such as Allocator 2000.  ANLIC deducts 2.25%
of each  premium to cover these  charges.
Cost of Insurance - Charges will be deducted  monthly against the Policy Account
Value to cover the Cost of Insurance  under the Policy.  Cost of insurance rates
are based on the Insured's sex, Issue Age,  policy  duration,  Face Amount,  and
rate class. (See, Policy Account Value Charges, page 29).
Administrative  Expense  Charge - Charges are deducted to  compensate  ANLIC for
administering each individual Allocator 2000 Policy. These charges equal $27 per
month for the first  Policy  year and $8 each month  thereafter. 
Mortality  and Expense Risk Charge - As  compensation  for mortality and expense
risks assumed in connection with the Policy, ANLIC will deduct a daily Mortality
and  Expense  Risk  Charge  from the  value of the net  assets  of the  Variable
Account.  For the first 15 years of your  Policy,  this charge is at the rate of
0.90%  annually.  Beginning in the 16th Policy  year,  this charge is reduced by
0.05%  annually  until it reaches  0.45%  annually  in Policy  year 24; the rate
remains level thereafter. No mortality and expense risk charges will be deducted
from the amounts in the Fixed Account.  (See, Daily Charges Against the Variable
Account, page 30). 
Investment  Advisory Fee -  Policyowners  who choose to allocate Net Premiums to
one  or  more  of the  Sub-accounts  will  also  bear a pro  rata  share  of the
investment  advisory fee paid by each of the investment  portfolios in which the
various  Sub-accounts  invest.  No such fees are assessed against Net
Premiums allocated to the Fixed Account (page 30).


When does my Allocator 2000 Policy  terminate?
You may terminate your Allocator  2000 Policy by  surrendering  the Policy while
the Insured is alive for its Cash  Surrender  Value  (page 34). As noted  above,
your Allocator  2000 Policy will terminate if you fail to pay required  premiums
or maintain  sufficient Policy Account Value to cover Policy Lapse charges (page
28).

Who can I contact for more information concerning the Allocator 2000 Policy?
You can contact  your  Registered  Representative  or you can write to us at our
Service  Office,  Acacia  National  Life  Insurance  Company,  P.O.  Box  79574,
Baltimore, MD 21279-0574 or telephone 1-800-369-9407.




                                       7
<PAGE>

ACACIA NATIONAL LIFE INSURANCE COMPANY AND THE VARIABLE ACCOUNT

ACACIA NATIONAL LIFE INSURANCE COMPANY


 ANLIC is a stock life insurance  company  incorporated  in the  Commonwealth of
Virginia on  December 9, 1974.  ANLIC is  principally  engaged in offering  life
insurance policies and annuity contracts. ANLIC is admitted to do business in 46
states and the  District of  Columbia.  ANLIC is a wholly  owned  subsidiary  of
Acacia Life  Insurance  Company  ("Acacia  Life"),  a District of Columbia stock
company.  The  principal  offices  of both  ANLIC  and  Acacia  Life are at 7315
Wisconsin  Avenue,  Bethesda,  Maryland  20814.  While  ANLIC is a  wholly-owned
subsidiary  of  Acacia  Life,  the  assets  of Acacia  Life do not  support  the
obligations of ANLIC under the Policy. A number of the directors and officers of
ANLIC are also  either  directors  or officers  or both of Acacia  Life.  Acacia
Life's employees  perform certain  administrative  functions for ANLIC for which
Acacia Life is  reimbursed.  Acacia Life is in turn a second tier  subsidiary of
Ameritas  Acacia  Mutual  Holding  Corporation  ("Ameritas/Acacia"),  a Nebraska
mutual holding corporation.

   
 On January 1, 1999, Ameritas Mutual Holding Corporation ("Ameritas  Mutual"), a
Nebraska  mutual  holding  corporation  and Acacia  Mutual  Holding  Corporation
("Acacia Mutual"),  a District of Columbia mutual holding corporation merged and
became  Ameritas Acacia Mutual Holding  Company  ("Ameritas  Acacia") a Nebraska
mutual holding  corporation.  Both Ameritas Acacia and Ameritas Holding Company,
an  intermediate  holding  company  are  organized  under  the  Nebraska  Mutual
Insurance  Holding Company Act. Acacia Life Insurance  Company,  a subsidiary of
Ameritas  Holding  Company,  is regulated by the District of Columbia  Insurance
Department.  Ameritas Mutual and its  subsidiaries  had total assets at December
31, 1998 of over $4.1  billion and Acacia  Life and its  subsidiaries  had total
assets as of December  31, 1998 of over $2.4  billion.  The  combined  group has
total assets of over $6.5 billion.
    

 Acacia  Life also owns all of the  outstanding  stock of the  Acacia  Financial
Corporation,  a holding  company,  which  owns all of the  stock of the  Calvert
Group, Ltd. ("Calvert"), which in turn owns The Advisors Group, Inc. and Calvert
Asset  Management  Company,  Inc.,  the investment  adviser of Calvert  Variable
Series,  Inc.,  a series of Funds  available  under the  Policies.  The Advisors
Group,  Inc. is the  principal  underwriter  for the Policies  described in this
Prospectus.  The  Advisors  Group,  Inc.  sells shares of other mutual funds and
other  securities,  and may also sell variable annuity or variable life policies
of other issuers.



The Variable Account

 Acacia National Variable Life Insurance Separate Account I ("Variable Account")
was established by ANLIC as a separate account on January 31, 1995. The Variable
Account  will receive and invest the net  premiums  paid under this Policy.  Net
premiums placed in the Variable Account constitute certain reserves for benefits
payable under the Policies, and these are actuarial reserves for future benefits
payable under the Policies.  In addition,  the Variable  Account may receive and
invest net premiums for other flexible premium variable life insurance  policies
issued by ANLIC.

 Although the assets of the Variable Account are the property of ANLIC, the Code
of Virginia under which the Variable  Account was established  provides that the
assets in the Variable  Account  attributable  to the Policies are generally not
chargeable  with  liabilities  arising out of any other business which ANLIC may
conduct.  The assets of the Variable  Account  shall,  however,  be available to
cover the  liabilities  of the  General  Account of ANLIC to the extent that the
Variable  Account's  assets  exceed its  liabilities  arising under the Policies
supported  by it. Thus while  Owners  neither  hold legal title to, nor have any
beneficial ownership interest in Separate Account assets, because the assets are
legally  segregated  from  other  assets  of  ANLIC  subject  to the  claims  of
creditors, Owners have preferential rights to the ANLIC Variable Account assets.


                                       8
<PAGE>

 The Variable  Account is currently  divided into  nineteen  Sub-accounts.  Each
Sub-account  invests  exclusively  in  shares of a single  Portfolio  of a Fund.
Income and both realized and unrealized  gains or losses from the assets of each
Sub-account  of the  Variable  Account are  credited to or charged  against that
Sub-account without regard to income, gains or losses from any other Sub-account
of the Variable  Account or arising out of any other business ANLIC may conduct.
Each   Sub-account   reinvests   all  dividends  and  income  and  capital  gain
distributions declared by the Portfolio.

 The Variable  Account has been registered as a unit investment  trust under the
Investment  Company Act of 1940, as amended (the "1940 Act").  Registration with
the Securities and Exchange  Commission ("SEC") does not involve  supervision of
the  management or investment  practices or policies of the Variable  Account or
ANLIC by the SEC.


                                 THE PORTFOLIOS

 The investment objectives of each of the Portfolios are summarized below. There
is no assurance  that any of the Portfolios  will achieve its stated  objective.
More detailed  information about the Portfolios,  including a description of the
risks  may be found in the  Prospectus  for each of the  Portfolios  which  must
accompany  or  precede  this  Prospectus.  In  addition,  the  Variable  Account
purchases shares of each Portfolio subject to the terms Participation Agreements
between  ANLIC  and the  Funds.  A copy of the  Agreements  have  been  filed as
Exhibits to the  Registration  Statement for the Variable  Account.  Each of the
Funds  has or may  have  additional  Portfolios  that are not  available  to the
Variable Account.


THE ALGER AMERICAN FUND

 The Variable Account has three  Sub-accounts that invest  exclusively in shares
of the Alger American Fund. The Large Cap Growth Sub-account, the Mid Cap Growth
Sub-account  and the Small Cap Growth  Sub-account  invest in the Alger American
Growth  Portfolio,  the Alger American  MidCap Growth  Portfolio,  and the Alger
American  Small  Capitalization  Portfolio,  respectively  of the Alger American
Fund.

 The  Alger  American  Growth  Portfolio  seeks  to  provide  long-term  capital
appreciation  by  investing  in equity  securities,  such as common or preferred
stocks,  or securities  convertible into or exchangeable for equity  securities,
including  warrants  and  rights,  primarily  of  companies  with  total  market
capitalization  of $1 billion or greater.  The Portfolio may invest up to 35% of
its  total  assets  in  equity  securities  of  companies  that,  at the time of
purchase, have total market capitalization of less than $1 billion and in excess
of that amount (up to 100% of its assets) during  temporary  defensive  periods.
The Portfolio will invest  primarily in companies whose securities are traded on
domestic stock exchanges or in the over-the-counter  market. These companies may
still be in the  developmental  stage,  may be older companies that appear to be
entering  a new stage of growth  progress  owing to factors  such as  management
changes  or  development  of new  technology,  products,  or  markets  or may be
companies providing products or services with a high unit volume growth rate. In
order  to  afford  the  Portfolio  the  flexibility  to  take  advantage  of new
opportunities  for investments in accordance with its investment  objective,  it
may hold up to 15% of its net assets in money market  instruments and repurchase
agreements,  and in  excess of that  amount  (up to 100% of its  assets)  during
temporary  defensive periods.  This amount may be higher than that maintained by
other funds with similar investment objectives.



                                       9
<PAGE>

 The Alger American MidCap Growth Portfolio seeks to provide  long-term  capital
appreciation  by  investing  in equity  securities,  such as common or preferred
stocks,  or securities  convertible into or exchangeable for equity  securities,
including warrants and rights.  Except during temporary  defensive periods,  the
Portfolio  invests  at least 65% of its total  assets  in equity  securities  of
companies  that,  at the time of purchase of the  securities,  have total market
capitalization  within  the range of  companies  included  in the S&P MidCap 400
Index,  updated  quarterly.  The S&P MidCap 400 Index is  designed  to track the
performance of medium capitalization  companies.  The Portfolio may invest up to
35% of its total assets in equity  securities of companies  that, at the time of
purchase,  have  total  market  capitalization  outside  the range of  companies
included in the S&P MidCap 400 Index and in excess of that amount (up to 100% of
its assets) during temporary  defensive periods.  This amount may be higher than
that maintained by other funds with similar investment objectives.

 The Alger American Small  Capitalization  Portfolio seeks to provide  long-term
capital  appreciation  by  investing  in  equity  securities,  such as common or
preferred  stocks,  or securities  convertible  into or exchangeable  for equity
securities,  including  warrants  and  rights.  The  Portfolio  will  invest  in
companies  whose  securities  are traded on domestic  stock  exchanges or in the
over-the-counter  market.  These  companies  may  still be in the  developmental
stage,  maybe older  companies  that appear to be entering a new stage of growth
progress  owing to factors  such as  management  changes or  development  of new
technology,  products,  or markets or may be  companies  providing  products  or
services with a high unit volume growth rate. Except during temporary  defensive
periods,  the  Portfolio  invests  at least  65% of its  total  assets in equity
securities  of  companies  that,  at the time of  purchase,  have "total  market
capitalization"  within the range of  companies  included  in the  Russell  2000
Growth Index,  updated  quarterly.  The Russell 2000 Growth Index is designed to
track the  performance  of small  capitalization  companies.  The  Portfolio may
invest up to 35% of its total assets in equity  securities of companies that, at
the time of  purchase,  have total  market  capitalization  outside the range of
companies included in the Russell 2000 Growth Index and in excess of that amount
(up to 100% of its assets) during temporary  defensive periods.  This amount may
be  higher  than  that  maintained  by  other  funds  with  similar   investment
objectives.

 Alger Management, Inc. serves as investment manager to the Alger American Fund.


CALVERT VARIABLE SERIES, INC.

 The Variable Account has five Sub-accounts that invest exclusively in shares of
Calvert  Variable  Series,  Inc..  The Social Money Market  Sub-account,  Social
Strategic  Growth,  the  Social  Managed  Growth,  Social  Global and the Social
Balanced  Sub-account  of the Variable  Account  invest in shares of the Calvert
Social Money Market  Portfolio,  the Calvert Social Small Cap Growth  Portfolio,
Calvert Social Mid Cap Growth  Portfolio,  Calvert Social  International  Equity
Portfolio, and the Calvert Social Balanced Portfolio,  respectively,  of Calvert
Variable Series,  Inc.. Calvert Variable Series, Inc. is one of eight registered
investment companies in the Calvert Group, Ltd. ("Calvert"). Calvert is a second
tier wholly-owned subsidiary of Acacia Life. ANLIC, which is offering the Policy
is also a wholly  owned  subsidiary  of  Acacia  Life.  The Fund has a number of
Portfolios  or classes of shares,  each of which  represents  an  interest  in a
Portfolio of the Fund. Calvert is the sponsor of the Fund.



                                       10
<PAGE>

 These  Portfolios  seek  to  achieve   competitive  returns  while  encouraging
responsible  corporate conduct.  The Portfolios look for enterprises that make a
significant  contribution  to society through their products and the way they do
business.  Each proposed portfolio  investment that is deemed financially viable
is then  screened  according  to the stated  social  criteria of the  particular
Portfolio.  Investments  must,  in the judgment of the  investment  adviser,  be
consistent with these criteria.  It should be noted that the Portfolios'  social
criteria tend to limit the availability of investment opportunities more than is
customary  with  other  investment  portfolios.  (See the  individual  Portfolio
Prospectuses for a complete description of each social screen).

 The Calvert Social Money Market  Portfolio ("CS Money Market") seeks to provide
the highest  level of current  income,  consistent  with  liquidity,  safety and
security  of  capital,  by  investing  in money  market  instruments,  including
repurchase  agreements with recognized  securities  dealers and banks secured by
such  instruments,  selected in accordance with the  Portfolios'  investment and
social criteria. CS Money Market attempts to maintain a constant net asset value
of $1.00 per share. There can be no assurance that the Portfolio will maintain a
constant net asset value of $1.00 per share.  An  investment in the Portfolio is
neither insured nor guaranteed by the United States government.

 Calvert  Social  Small Cap Growth  Portfolio  ("CS Small  Cap")  seeks,  with a
concern  for  social  impact,  to  achieve  long-term  capital  appreciation  by
investing  primarily in the equity securities of small companies publicly traded
in the United States.  In seeking capital  appreciation,  the Portfolio  invests
primarily in equity securities of small  capitalized  growth companies that have
historically  exhibited  exceptional  growth  characteristics  and  that  in the
investment advisor's opinion have strong earnings potential relative to the U.S.
market as a whole.

 CS Small Cap may invest up to 35% of its assets in debt  securities,  excluding
money market instruments.  These debt securities may consist of investment-grade
and  non-investment  grade  obligations.  The latter are commonly referred to as
"junk bonds."  Investments in such securities  involve special risks in addition
to the risks  associated  with  investments in higher rated debt  securities and
Owners should consider the risks  associated with junk bonds before investing in
the Sub-account. These risks are described in the Prospectus of the Portfolio.

 Calvert  Social  Mid Cap  Growth  Portfolio  ("CS  Mid  Cap") seeks to  provide
long-term  capital  appreciation  by  investing  primarily  in a  nondiversified
portfolio  of the equity  securities  of small to mid-sized  companies  that are
undervalued but demonstrate a potential for growth.

 CS Mid Cap Portfolio may also invest in debt securities and may invest up to 5%
of its assets in non-investment  grade securities and up to 25% of its assets in
foreign  securities.  Investments in such  securities  involve special risks and
Policy Owners should consider the risks  associated with foreign  securities and
junk bonds before investing in the Sub-account. These risks are described in the
Prospectus of the Portfolio.

 Calvert Social  International  Equity Portfolio ("CS  International")  seeks to
provide a high return consistent with reasonable risk by investing  primarily in
a globally diversified portfolio of equity securities. The Portfolio seeks total
return through a globally diversified investment portfolio.

 Under normal  circumstances,  CS International  will invest at least 65% of its
assets in the securities of issuers in no less than three countries,  other than
the  United  States.  As an  operating  policy,  the  Portfolio  will  limit its
investment  in  securities  of  U.S.  issuers  to  5%  of  its  net  assets.  CS
International  may also purchase unrated debt securities and may invest up to 5%
of its assets in  non-investment  grade bonds.  Investments  in such  securities
involve  special risks and Policy Owners  should  consider the risks  associated
with  foreign  securities  and junk bonds before  investing in the  Sub-account.
These risks are described in the Prospectus of the Portfolio.


                                       11
<PAGE>

 Calvert Social  Balanced Growth  Portfolio ("CS  Balanced")  seeks to achieve a
total return above the rate of inflation  through an actively managed  portfolio
of stocks, bonds and money market instruments  (including  repurchase agreements
secured by such  instruments)  selected  with a concern for the  investment  and
social impact of each investment.

 CS  Balanced  may  invest  up to 20%  of its  assets  in  non-investment  grade
obligations commonly referred to as "junk bonds." Investments in such securities
involve special risks in addition to the risks  associated  with  investments in
higher rated debt  securities  and Owners should  consider the risks  associated
with junk bonds before investing in the  Sub-account.  These risks are described
in the Prospectus of the Portfolio.

 Calvert Asset Management Company, Inc. ("CAM") is the investment adviser to all
the Portfolios of Calvert Variable Series, Inc. CAM is a wholly owned subsidiary
of Calvert  which is in turn a second tier  wholly  owned  subsidiary  of Acacia
Life. Pursuant to its investment advisory agreement,  CAM manages the investment
and  reinvestment  of the assets of each  Portfolio and is  responsible  for the
overall business affairs of each Portfolio.  Calvert Administrative Services, an
affiliate of CAM, has been  retained to provide  administrative  services and is
entitled to receive a fee from each of the  Portfolios  of a  percentage  of net
assets per year.

 On behalf of CS  International,  CAM has entered into a  subadvisory  agreement
with Murray  Johnstone  International,  Ltd.  ("Murray  Johnstone")  of Glasgow,
Scotland,  which has its principal U.S.  office in Chicago,  Illinois,  and is a
wholly-owned  subsidiary of United Asset  Management  Company.  Murray Johnstone
manages the investment and reinvestment of assets of CS International,  although
the Advisor may manage part of CS  International's  cash  reserves  required for
liquidity purposes.

 On behalf of CS Balanced,  CAM has entered into a  subadvisory  agreement  with
United States Trust Company of Boston, a Massachusetts chartered commercial bank
with full  trust  powers.  On behalf of CS Small  Cap,  CAM has  entered  into a
subadvisory  agreement with Awad Associates of New York. The subadvisers  manage
the investment and reinvestment of the assets of the Portfolio, although CAM may
screen  potential  investments for  compatibility  with the  Portfolio's  social
criteria.  CAM  continuously  monitors  and  evaluates  the  performance  of the
subadvisers.


DREYFUS STOCK INDEX FUND

 The S&P 500 Index  Sub-account of the Variable  Account invests  exclusively in
shares of the Dreyfus Stock Index Fund.

 Dreyfus Stock Index Fund has as an investment  objective to provide  investment
results that  correspond to the price and yield  performance of publicly  traded
common  stocks in the  aggregate,  as  represented  by the Standard & Poor's 500
composite Price Index which is composed of 100 selected  common stocks,  most of
which are listed on the New York Stock Exchange.  Standard & Poor's  Corporation
chooses the stocks to be included in the Index  solely on a  statistical  basis.
The  Portfolio  attempts  to be fully  invested  at all times in the stocks that
comprise the Index and stock index futures as described below and, in any event,
at least 80% of the Portfolio's  net assets will be so invested.  Inclusion of a
stock in the Index in no way implies an opinion by Standard & Poor's Corporation
as to its  attractiveness as an investment.  The Portfolio uses the Index as the
standard performance  comparison because it represents  approximately 70% of the
total  market  value of all common  stocks and is well  known to  investors.  An
investment  in the  Portfolio  involves  risks  similar to those of investing in
common stocks.


                                       12
<PAGE>


 The  investment  manager of  Dreyfus  Stock  Index Fund is Dreyfus  Corporation
("Dreyfus"),  a  wholly-owned  subsidiary  of  Mellon  Bank,  N.A.,  which  is a
wholly-owned  subsidiary of Mellon Bank Corporation,  a publicly owned multibank
holding company.


NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

 The Variable Account has two Sub-Accounts that invest  exclusively in shares of
Portfolios of the Neuberger Berman Advisers Management Trust ("AMT").

 The Income and Growth  Sub-accounts of the Variable Account invest in shares of
the Limited Maturity Bond Portfolio and Growth Portfolio, respectively, of AMT.

 The Neuberger Berman Limited Maturity Bond Portfolio.  The investment objective
of the Limited  Maturity Bond Portfolio is to provide the highest current income
consistent  with low risk to principal and  liquidity;  and  secondarily,  total
return.  Neuberger Berman  Limited  Maturity  Bond  invests  in  a  diversified
portfolio  of fixed and  variable  rate debt  securities  and seeks to  increase
income and  preserve  or  enhance  total  return by  actively  managing  average
portfolio maturity in light of market conditions and trends.

 The Neuberger Berman Limited  Maturity Bond Portfolio  invests in a diversified
portfolio of  short-to-intermediate-term  U.S.  Government and Agency securities
and debt securities issued by financial institutions,  corporations, and others,
of at least investment  grade.  These  securities  include  mortgage-backed  and
asset-backed  securities,  repurchase agreements with respect to U.S. Government
and  Agency  securities,  and  foreign  investments.  Neuberger Berman  Limited
Maturity  Bond  Portfolio  may  invest up to 5% of its net  assets in  municipal
securities  when the portfolio  manager  believes such securities may outperform
other available issues. The Portfolio may purchase and sell covered call and put
options, interest-rate futures contracts, and options on those futures contracts
and may engage in lending portfolio securities. The Portfolio's  dollar-weighted
average portfolio maturity may range up to five years.

 The Neuberger Berman Growth  Portfolio  seeks  capital  appreciation,  without
regard to income.  Neuberger Berman  Growth  Portfolio  invests  in  securities
believed to have the maximum  potential for long-term capital  appreciation.  It
does not seek to invest in securities  that pay  dividends or interest,  and any
such income is incidental.  The Portfolio expects to be almost fully invested in
common stocks,  often of companies  that may be temporarily  out of favor in the
market.  The Portfolios'  aggressive growth investment  program involves greater
risks and share price volatility than programs that invest in more  conservative
securities.  Moreover,  the Portfolio does not follow a policy of active trading
for short-term profits.  Accordingly,  the Portfolio may be more appropriate for
investors  with a  longer-range  perspective.  While the Portfolio  uses the AMT
value-oriented  investment  approach,  when the portfolio  manager believes that
particular securities have greater potential for long-term capital appreciation,
the Portfolio may purchase  such  securities at prices with higher  multiples to
measures of economic  value  (such as  earnings).  In  addition,  the  Portfolio
focuses on  companies  with  strong  balance  sheets and  reasonable  valuations
relative to their growth rates. It also  diversifies  its investments  into many
companies and industries.



                                       13
<PAGE>


The investment  adviser for the Limited  Maturity Bond and Growth  Portfolios of
AMT is Neuberger Berman Management Incorporated ("NB Management"). NB Management
retains Neuberger Berman, L.P., without cost to AMT, as subadviser to furnish it
with investment recommendations and research information. NB Management provides
investment  management  services to each  Portfolio  that  include,  among other
things,  making and implementing  investment  decisions and providing facilities
and  personnel  necessary  to operate  the  Portfolio.  NB  Management  provides
administrative  services  to each  Portfolio  that  include  furnishing  similar
facilities and personnel for the Portfolio.  With the  Portfolio's  consent,  NB
Management is authorized to subcontract some of its  responsibilities  under its
administration agreement with the Portfolio to third parties.

OPPENHEIMER VARIABLE ACCOUNT FUNDS

   
The Variable Account has five Sub-accounts that invest  exclusively in shares of
Portfolios of the Oppenheimer Variable Account Funds ( the "Oppenheimer Funds").
The Aggressive Growth,  Large Cap Growth,  Balanced,  High Income, and Strategic
Bond  Sub-accounts  of the Variable  Account  invest in shares of the Aggressive
Growth  Fund/VA,  Capital  Appreciation  Fund/VA,  Main  Street  Growth & Income
Fund/VA,  High Income Fund/VA and Managed Income  Fund/VA  respectively,  of the
Oppenheimer  Funds. The Oppenheimer Funds are managed by Oppenheimer Funds, Inc.
("the  Manager"),  which is  responsible  for selecting the  Oppenheimer  Funds'
investments  and handles its day-to-day  business.  The Manager  carries out its
duties,  subject to the policies  established  by the Board of  Trustees,  under
investment  advisory  agreements  for each  Oppenheimer  Fund  which  state  the
Manager's responsibilities.

Oppenheimer  Aggressive  Growth  Fund/VA  ("Aggressive  Growth  Fund")  seeks to
achieve  capital  appreciation  by investing  in  "growth-type  companies.  Such
companies  are believed to have  relatively  favorable  long-term  prospects for
increasing demand for their goods or services, or to be developing new products,
services or markets,  and normally  retain a relatively  larger portion of their
earnings for research, development and investment in capital assets.

Oppenheimer Capital Appreciation Fund/VA ("Capital  Appreciation Fund") seeks to
achieve   capital   appreciation   by  investing  in  securities  of  well-known
established companies.  Such securities generally have a history of earnings and
dividends and are issued by seasoned companies.
    

   
Oppenheimer Main Street Growth & Income Fund/VA ("Growth & Income Fund") seeks a
high total return (which  includes  growth in the value of its shares as well as
current income) from equity and debt  securities.  Its equity  investments  will
include common stocks,  preferred stocks,  convertible  securities and warrants.
Its debt securities will include bonds,  participation  interests,  asset-backed
securities, private-label mortgage-backed securities and collateralized mortgage
obligations,  zero coupon securities and U.S. obligations. From time to time the
Growth & Income Fund may focus on small to medium  capitalization  issuers,  the
securities  of which may be subject to greater  price  volatility  than those of
larger capitalized issuers.
    

 The  composition  of the  Growth & Income  Fund's  Portfolio  among  equity and
fixed-income  investments  will vary from time to time based upon the  Manager's
evaluation  of  economic  and  market  trends  and  perceived   relative   total
anticipated return from such types of investments. Accordingly, there is neither
a minimum nor a maximum  percentage  of the Growth & Income  Fund's  Assets that
may, at any given time, be invested in either type of investment.


                                       14
<PAGE>

   
Oppenheimer  High Income  Fund/VA  ("High  Income  Fund")  seeks a high level of
current income from investment in high yield fixed-income  securities (including
long-term debt and preferred stock issues,  including  convertible  securities).
High Income Fund's  investment policy is to assume certain risks in seeking high
yield  including  securities in the lower rating  categories,  commonly known as
"junk  bonds",  which are  subject to a greater  risk of loss of  principal  and
nonpayment of interest than higher rated  securities.  These  securities  may be
considered to be  speculative.  Investments in such  securities  involve special
risks in addition to the risks  associated with investments in higher rated debt
securities  and Owners  should  consider  the risks  associated  with junk bonds
before investing in the Sub-account. These risks are described in the Prospectus
of the Portfolio.

Oppenheimer Strategic Bond Fund/VA ("Strategic Bond Fund') seeks a high level of
current income by investing  primarily in a diversified  portfolio of high yield
fixed-income  securities.  Such income is  principally  derived from interest on
debt  securities  and the Fund seeks to enhance  such income by writing  covered
call options on debt securities.  The Fund intends to invest  principally in (I)
foreign   government  and  corporate  debt  securities   (ii)  U.S.   Government
securities, and (iii) lower-rated high yield domestic debt securities,  commonly
known as "junk bonds",  which are subject to a greater risk of loss of principal
and  nonpayment of interest than  higher-rated  securities.  Investments in such
securities  involve  special risks and Policy  Owners should  consider the risks
associated  with  foreign  securities  and junk bonds  before  investing  in the
Sub-account. These risks are described in the Prospectus of the Portfolio. Under
normal circumstances,  the Fund's assets will be invested in each of these three
sectors. However, Strategic Bond Fund may from time to time invest up to 100% of
its total assets in any one sector if, in the judgment of the Manager,  the Fund
has the opportunity of seeking a high level of current income without undue risk
to principal.
    


STRONG VARIABLE INSURANCE FUNDS, INC.


 The Variable Account has two Sub-account that invests  exclusively in shares of
Portfolios of the Strong Variable Insurance Funds, Inc. The International Growth
Sub-account   of  the  Variable   Account   invests  in  shares  of  the  Strong
International  Stock  Fund II, and  the  Aggressive  Growth  Sub-account  of the
Variable  Account invests  exclusively in shares of the Strong Discovery Fund II
of Strong Variable Insurance Funds, Inc. ("Strong Funds").


 Strong  International Stock Fund II seeks capital growth. The Portfolio invests
primarily in the equity securities of issuers located outside the United States.
The  Portfolio  will invest at least 65% of its total  assets in foreign  equity
securities,  including common stocks,  preferred stocks, and securities that are
convertible  into common or preferred  stocks,  such as warrants and convertible
bonds,  that are issued by companies  whose principal  headquarters  are located
outside the United States.

 Under normal  conditions,  the Portfolio  expects to invest at least 90% of its
total assets in foreign equity securities. The Portfolio may, however, invest up
to 35% of its  total  assets  in  equity  securities  of  U.S.  issuers  or debt
obligations,  including  intermediate  to  long-term  debt  obligations  of U.S.
issuers or foreign-government  entities.  When the investment advisor determines
that market conditions warrant a temporary defensive position, the Portfolio may
invest without limitation in cash (U.S. dollars,  foreign  currencies,  or multi
currency  units) and  short-term  fixed  income  securities.  Although  the debt
obligations  in  which  it  invests  will  be  primarily  investment-grade,  the
Portfolio may invest up to 5% of its total assets in  non-investment-grade  debt
obligations.  Investments in such  securities  involve  special risks and Policy
Owners should  consider the risks  associated  with foreign  securities and junk
bonds before  investing  in the  Sub-account.  These risks are  described in the
Prospectus of the Portfolio.


                                       15
<PAGE>

 The Portfolio will normally invest in securities of issuers located in at least
three different  countries.  The investment advisor expects that the majority of
the  Portfolio's  investments  will  be in  issuers  in the  following  markets:
Argentina,  Australia,  Brazil,  Chile,  Cambodia,  the Czech Republic,  France,
Germany, Hong Kong, Hungary, India, Indonesia,  Italy, Japan, Malaysia,  Mexico,
the Netherlands,  New Zealand,  Norway, Peru, the Philippines,  Poland,  Russia,
Singapore,  South Africa, South Korea, Spain, Sweden,  Switzerland,  Taiwan, the
United Kingdom,  and Vietnam.  The Portfolio will also invest in other European,
Pacific Rim, and Latin American markets.

 Strong  Discovery  Fund II seeks  capital  growth.  The  Portfolio  invests  in
securities that the investment advisor believes represent growth  opportunities.
The  Portfolio  normally  emphasizes  equity  securities,  although  it has  the
flexibility to invest in any type of security that the Advisor  believes has the
potential for capital  appreciation.  The Portfolio may invest up to 100% of its
total assets in equity  securities,  including common stocks,  preferred stocks,
and securities that are  convertible  into common or preferred  stocks,  such as
warrants and convertible  bonds. The Portfolio may also invest up to 100% of its
total assets in debt obligations,  including intermediate to long-term corporate
or U.S.  government  debt  securities.  When the Advisor  determines that market
conditions  warrant a temporary  defensive  position,  the Portfolio may invest,
without limitation, in cash and short-term fixed income securities. Although the
debt  obligations  in which it invests will be primarily  investment-grade,  the
Portfolio may invest up to 5% of its total assets in  non-investment-grade  debt
obligations.  Investments in which securities  involve special risks in addition
to the risks  associated  with  investments in higher rated debt  securities and
Owners should consider the risks  associated with junk bonds before investing in
the Sub-account. These risks are described in the Prospectus of the Portfolio.

 The  Portfolio  may  invest  up to 15%  of its  total  assets  directly  in the
securities of foreign issuers.  It may also invest without limitation in foreign
securities in domestic markets through depositary receipts. However, as a matter
of policy,  the Advisor intends to limit total foreign exposure,  including both
direct  investments and depositary  receipts,  to no more than 25% of the Fund's
total  assets.   Owners  should  consider  the  risks  associated  with  foreign
securities before investing in the Sub-account. These risks are described in the
Prospectus of the Portfolio.

 The  investment  advisor  seeks  to  uncover  emerging  investment  trends  and
attractive growth opportunities.  In its search for potential  investments,  the
investment   advisor  attempts  to  identify   companies  that  are  poised  for
accelerated  earnings  growth  due  to  innovative  products  or  services,  new
management,  or favorable  economic or market  cycles.  These  companies  may be
small,  unseasoned  firms in the  early  stages of  development,  or they may be
mature  organizations.  Whatever their size, history,  or industry,  the Advisor
believes their  potential  earnings  growth is not yet reflected in their market
value and that,  over time,  the  market  prices of these  securities  will move
higher.


 Strong Capital  Management,  Inc.  is the  investment  advisor  for the  Strong
Variable  Insurance  Funds,  Inc.  and,  pursuant  to  its  investment  advisory
agreements,  manages  the  investment  and  reinvestment  of the  assets of both
Portfolios, and is responsible for their overall business affairs.



VAN ECK WORLDWIDE HARD ASSETS FUND

 The Hard Assets/Metals  Sub-account of the Variable Account invests exclusively
in shares of the Van Eck Worldwide Hard Assets Fund.



                                       16
<PAGE>


 Van Eck Worldwide  Hard Assets Fund seeks  long-term  capital  appreciation  by
investing globally, primarily in "Hard Assets" securities. Income is a secondary
consideration. The fund must invest at least 25% of its assets in companies that
are directly or indirectly  (whether through supplier  relationships,  servicing
agreements or otherwise)  engaged to a  significant  extent in the  exploration,
development, production or distribution of one or more of the following sectors:
(I) precious  metals,  (ii) ferrous and non-ferrous  metals,  (iii) oil and gas,
(iv) forest  products,  (v) real estate,  and (vi) other basic  non-agricultural
commodities  (together  referred  to  as  "Hard  Assets").   This  policy  is  a
fundamental  policy,  which can not be changed without the vote of shareholders.
As an additional  but  non-fundamental  policy,  the Portfolio  would be able to
invest up to 50% of its assets in any one of the above sectors.

        The  production  and marketing of Hard Assets may be affected by actions
and changes in  government.  In  addition,  Hard Assets and  securities  of Hard
Assets  companies  may be  cyclical  in nature.  During  periods of  economic or
financial  instability,  the  securities  of some Hard Assets  companies  may be
subject to broad price fluctuations,  reflecting  volatility of energy and basic
materials prices and possible  instability of supply of various Hard Assets.  In
addition,  some Hard Assets companies may also be subject to the risks generally
associated with extraction of natural resources, such as the risks of mining and
oil drilling,  and the risks of hazards associated with natural resources,  such
as fire,  drought,  increased  regulatory and  environmental  costs, and others.
Securities  of  Hard  Assets   companies  may  also  experience   greater  price
fluctuations  than the relevant  Hard  Assets.  In periods of rising Hard Assets
prices,  such securities may rise at a faster rate, and conversely,  in times of
falling Hard Assets prices,  such securities may suffer a greater price decline.
Policy  Owners  should  consider the risks  associated  with foreign  securities
before investing in the Sub-account. These risks are described in the Prospectus
of the Portfolio.

        The investment adviser for the Van Eck Worldwide Hard Assets Fund is Van
Eck Associates Corporation.


INVESTMENT ADVISORY FEES

 ALGER. Alger Management, Inc. ("Alger Management") serves as investment adviser
to the Alger  American  Fund. It receives a management fee of .75% of the annual
value of the Alger American Growth Portfolio's  average daily net assets.  Alger
American  Mid Cap Growth  Portfolio  pays Alger  Management a fee of .80% of the
annual value of the Portfolio's  average daily net assets.  Alger American Small
Capitalization  Portfolio pays Alger  Management a fee at an annual rate of .85%
of the value of the Portfolio's average daily net assets.

   
CALVERT.  For  its  services,  CAM is  entitled  to  receive  a fee  based  on a
percentage  of the average  daily net assets of each of the  Portfolios.  CAM is
currently  entitled to receive a maximum fee of .30% of net assets from CS Money
Market  Portfolio,  .65% of net  assets CS Mid Cap,  .75% of net  assets  the CS
International  .43% of net  assets of CS  Balanced  and .75% of net assets of CS
Small Cap Growth Portfolio.

DREYFUS.  Pursuant  to the  terms of an  investment  management  agreement,  the
Dreyfus Stock Index Fund pays Dreyfus a monthly fee at the annual rate of .25 of
1.00% of the value of the Portfolio's average daily net assets.
    

 Neuberger Berman.  For  combined   administrative  and  investment  management
services,  N B Management  is paid fees as a percentage of the average daily net
assets based upon the following schedules:

Limited Maturity Bond Portfolio:           Growth Portfolio:

   Average Daily Net Assets        Fee     Average Daily Net Assets        Fee
   -----------------------         ----    --------------------------      ----
   First $500 million               .65%    First $250 million             .85%

   Next $500 million               .615%    Next $250 million             .825%

   Next $500 million                .60%    Next $500 million              .75%

   Next $500 million               .575%    Thereafter                    .725%
 
   Thereafter                       .55%

   
     OPPENHEIMER.  Oppenheimer  Funds, Inc. serves as manager to the Oppenheimer
Funds.  The management  fees computed on an annualized  basis as a percentage of
net assets as of the close of business each day are as follows:
(i)  For  Aggressive  Growth  Fund/VA,   Capital  Appreciation   Fund/VA,   Main
StreetGrowth  & Income  Fund/VA:  0.75% of the first $200 million of net assets,
0.72% of the next $200  million,  0.69% of the next $200  million,  0.66% of the
next $200 million and 0.60% of the net assets over $800  million;  (ii) for High
Income  Fund/VA and Strategic  Bond Fund/VA:  0.75% of the first $200 million of
net  assets,  0.72% of the next $200  million,  0.69% of the next $200  million,
0.66% of the next $200 million,  0.60% of the next $200 million and 0.50% of net
assets over $1 billion.
    

        STRONG. For its services, Strong Capital Management, Inc. is entitled to
receive a fee based on a percentage  of the average  daily net assets of each of
the Portfolios that it manages.  For its services to Strong  International Stock
Fund II, it is entitled  to receive an annual fee of 1.00% of the average  daily
net asset value of the Portfolio.  For its services to Strong Discovery Fund II,
it is entitled to receive an annual fee of 1.00% of the average  daily net asset
value of the Portfolio.

        VAN ECK. The  investment  adviser for Van Eck Worldwide Hard Assets Fund
is Van Eck Associates  Corporation ("Van Eck  Associates").  As compensation for
its  services,  Van Eck  Associates  receives a monthly fee at an annual rate of
1.00%  of the  first  $500  million  of the  average  daily  net  assets  of the
Portfolio,  .90% of the  next  $250  million  of the  daily  net  assets  of the
Portfolio,  and .70% of the average  daily net assets of the Portfolio in excess
of $750 million.


Resolving Material Conflicts

        The Funds are used as the investment vehicle for variable life insurance
policies  issued  by  ANLIC.  In  addition,  the  Funds  are also  available  to
registered  separate  accounts of  insurance  companies  other than ANLIC.  As a
result,  there is a possibility  that a material  conflict may arise between the
interest of Owners whose policies are allocated to the Variable  Account and the
Owners of life insurance  policies and variable  annuities  issued by such other
companies  whose  values are  allocated to one or more other  separate  accounts
investing  in any one of the Funds.  In  addition,  one or more of the Funds may
sell shares to certain retirement plans qualifying under Section 401 of the Code
(including cash or deferred arrangements under Section 401(k) of the Code). As a
result,  there is a possibility  that a material  conflict may arise between the
interests of Owners of policies  generally,  or certain  classes of Owners,  and
such retirement plans or participants in such retirement plans.


                                       17
<PAGE>

        In the event of a  material  conflict,  ANLIC  will  take any  necessary
steps,  including  removing the Variable  Account from that Fund, to resolve the
matter. The Board of Directors or Trustees of the Funds intend to monitor events
in order to identify  any  material  conflicts  that may  possibly  arise and to
determine  what action,  if any,  should be taken in response to those events or
conflicts. (See, the Individual Fund Prospectuses for more information.)


Addition, Deletion, or Substitution of Investments

        ANLIC  cannot  guarantee  that shares of the  Portfolios  will always be
available for investment of premium or for transfers.  ANLIC reserves the right,
subject to compliance  with applicable  law, to make  additions,  to,  deletions
from, or  substitutions  for the shares that are held by the Variable Account or
that the Variable  Account may purchase.  ANLIC  reserves the right to eliminate
the shares of any of the  Portfolios  of the Funds and to  substitute  shares of
another  Portfolio  of the Funds or of another  open-end  registered  investment
company, if the shares of a Portfolio are no longer available for investment, or
if  in  its  judgment   further   investment  in  any  Portfolio  should  become
inappropriate  in view of the purposes of the Variable  Account.  ANLIC will not
substitute any shares  attributable  to an Owner's  interest in a Sub-account of
the Variable Account without notice and prior approval of the SEC, to the extent
required by the 1940 Act or other applicable law. Nothing contained herein shall
prevent  the  Variable  Account  from  purchasing  other  securities  for  other
Portfolios  or classes of Policies,  or from  permitting  a  conversion  between
Portfolios or classes of Policies on the basis of requests made by Owners.

        ANLIC also reserves the right to establish  additional  Sub-accounts  of
the Variable Account, each of which would invest in a new series or Portfolio of
the  Funds,  or in  shares  of  another  investment  company,  with a  specified
investment  objective.  New  Sub-accounts  may be established  when, in the sole
discretion of ANLIC,  marketing needs or investment  conditions warrant, and any
new  Sub-accounts  will be made  available  to existing  Owners on a basis to be
determined by ANLIC.  ANLIC may also eliminate one or more  Sub-accounts  if, in
its sole discretion, marketing, tax, or investment conditions warrant.

        In the  event  of  any  such  substitution  or  change,  ANLIC  may,  by
appropriate endorsement,  make such changes in this and other policies as may be
necessary or appropriate to reflect such  substitution  or change.  If deemed by
ANLIC to be in the best  interest  of persons  having  voting  rights  under the
Policies, the Variable Account may be operated as a management company under the
1940 Act, it may be deregistered  under that Act in the event such  registration
is no longer required, or it may be combined with other ANLIC separate accounts.


                                       18
<PAGE>

                                 POLICY BENEFITS

Death Benefits


        As  long  as  the  Policy  remains  in  force  (See,  Policy  Lapse  and
Reinstatement -- Lapse),  ANLIC will, upon proof of the Insured's death, pay the
death benefit  proceeds of a Policy to the named  Beneficiary in accordance with
the designated death benefit option. The amount of Death Benefit payable will be
determined as of the end of the Valuation  Period on the date of death, and will
not reflect subsequent Variable Account investment performance. The proceeds may
be paid in a lump sum or under one or more of the  settlement  options set forth
in the Policy.  The death benefit  proceeds  will be reduced by any  outstanding
indebtedness and any due and unpaid charges. These proceeds will be increased by
any additional  insurance provided by rider and by the monthly deduction for the
month in which death occurred.


        The Policy  provides two death benefit  options:  Death Benefit Option A
("Option A") and Death Benefit  Option B ("Option B"). The Owner  designates the
death benefit option in the  application.  ANLIC  guarantees that as long as the
Policy remains in force (See,  Policy Lapse and  Reinstatement -- Lapse),  under
either  option the death benefit will never be less than the current face amount
of the Policy.  These proceeds will be reduced by any  outstanding  indebtedness
and any due and unpaid charges.


        Option A. The death benefit is the greater of the current face amount of
the Policy or the  applicable  percentage of Policy Account Value on the date of
death.  The applicable  percentage is 250% for an Insured age 40 or below on the
Policy Anniversary prior to the date of death. For Insureds with an Attained Age
over 40 on a  Policy  Anniversary,  the  percentage  declines  as  shown  in the
Applicable  Percentage Table (See,  Applicable  Percentage Table).  Accordingly,
under  Option A, the death  benefit  will  remain  level  unless the  applicable
percentage of Policy  Account  Value  exceeds the current face amount,  in which
case the  amount of the death  benefit  will vary as the  Policy  Account  Value
varies.

        Illustration of Option A. For purposes of this illustration, assume that
the Insured's Attained Age is between 30 and 40 and that there is no outstanding
indebtedness.  Under  Option  A, a  Policy  with a  $100,000  face  amount  will
generally pay $100,000 in Death  Benefit  Proceeds.  However,  because the death
benefit must be equal to or be greater than 250% of Policy  Account  Value,  any
time the Policy  Account Value of the Policy  exceeds  $40,000 the death benefit
will exceed the $100,000 face amount. Each additional dollar added to the Policy
Account Value above  $40,000 will increase the death benefit by $2.50.  Thus, if
the Policy  Account  Value  exceeds  $40,000 and  increases  by $100  because of
investment  performance or premium payments,  the death benefit will increase by
$250.  An Owner with a Policy  Account  Value of $50,000  will be  entitled to a
death benefit of $125,000  ($50,000 x 250%);  a Policy  Account Value of $75,000
will yield a death benefit of $187,500  ($75,000 x 250%); a Policy Account Value
of $100,000 will yield a death benefit of $250,000 ($100,000 x 250%).


        Similarly,  so long as the Policy  Account Value exceeds  $40,000,  each
dollar taken out of the Policy  Account  Value will reduce the death  benefit by
$2.50.  If, for  example,  the Policy  Account  Value is reduced from $75,000 to
$70,000  because  of  partial   surrenders,   charges  or  negative   investment
performance,  the death benefit will be reduced from $187,500 to $175,000. If at
any time,  however,  the  Policy  Account  Value  multiplied  by the  applicable
percentage  is less than the face  amount,  the  death  benefit  will  equal the
current face amount of the Policy.


        The applicable  percentage  becomes lower as the Insured's  Attained Age
increases.  If the Attained Age of the Insured in the  illustration  above were,
for example, 50 (rather than between 30 and 40), the applicable percentage would
be 185%.  The death benefit would not exceed the $100,000 face amount unless the
Policy Account Value exceeded  approximately $54,055 (rather than $40,000),  and
each $1 then added to or taken from the Policy  Account  Value would  change the
death benefit by $1.85 (rather than $2.50).



                           Applicable Percentage Table

 Attained Age  Applicable Percentage        Attained Age   Applicable Percentage
- -------------- --------------------         ------------   ---------------------
 41............       243%                  61.............              128%
 42............       236                   62.............              126
 43............       229                   63.............              124
 44............       222                   64.............              122
 45............       215                   65.............              120
 46............       209                   66.............              119
 47............       203                   67.............              118
 48............       197                   68.............              117
 49............       191                   69.............              116
 50............       185                   70.............              115
 51............       178                   71.............              113
 52............       171                   72.............              111
 53............       164                   73.............              109
 54............       157                   74.............              107
 55............       150                   75-90..........              105
 56............       146                   91.............              104
 57............       142                   92.............              103
 58............       138                   93.............              102
 59............       134                   94.............              101
 60............       130                   95 or older....              100


        Option B. The death  benefit is equal to the greater of the current Face
Amount plus the Policy Account Value of the Policy or the applicable  percentage
of the Policy Account Value on the date of death.  The applicable  percentage is
250% for an Insured age 40 or below on the Policy  anniversary prior to the date
of death. For Insureds with an Attained Age over 40 on a Policy anniversary, the
percentage  declines as shown in the Applicable  Percentage Table.  Accordingly,
under  Option B the amount of the death  benefit  will always vary as the Policy
Account Value varies.


                                       19
<PAGE>

        Illustration of Option B. For purposes of this illustration, assume that
the  Insured  is  under  the  age  of  40  and  that  there  is  no  outstanding
indebtedness.  Under  Option B, a Policy  with a face  amount of  $100,000  will
generally pay a death benefit of $100,000 plus the Policy Account  Value.  Thus,
for example,  a Policy with a Policy  Account Value of $20,000 will have a death
benefit of $120,000 ($100,000 + $20,000); a Policy Account Value of $40,000 will
yield a death  benefit of $140,000  ($100,000,  + $40,000).  The death  benefit,
however,  must be at least 250% of the Policy Account Value. As a result, if the
Policy  Account Value of the Policy  exceeds  approximately  $66,667,  the death
benefit will be greater than the face amount plus the Policy Account Value. Each
additional  dollar of the Policy  Account  Value above $66,667 will increase the
death benefit by $2.50.  Thus, if the Policy  Account Value exceeds  $66,667 and
increases by $100 because of investment  performance  or premium  payments,  the
death  benefit will  increase by $250.  An Owner with a Policy  Account Value of
$75,000  will be entitled to a death  benefit of  $187,500  ($75,000 X 250%);  a
Policy  Account  Value  of  $100,000  will  yield a death  benefit  of  $250,000
($100,000 X 250%); a Policy Account Value of $125,000 will yield a death benefit
of $312,500 ($125,000 X 250%).

        Similarly,  any time the Policy  Account  Value  exceeds  $66,667,  each
dollar taken out of the Policy  Account  Value will reduce the death  benefit by
$2.50.  If, for  example,  the Policy  Account  Value is reduced from $75,000 to
$70,000  because  of  partial   surrenders,   charges,  or  negative  investment
performance,  the death benefit will be reduced from $187,500 to $175,000. If at
any time,  however,  the  Policy  Account  Value  multiplied  by the  applicable
percentage is less than the face amount plus the Policy Account Value,  then the
death  benefit will be the current face amount plus the Policy  Account Value of
the Policy.



                                       20
<PAGE>


        The applicable  percentage  becomes lower as the Insured's  Attained Age
increases.  If the Attained Age of the Insured in the  illustration  above were,
for example, 50 (rather than under 40), the applicable percentage would be 185%.
The amount of the death  benefit  would be the sum of the Policy  Account  Value
plus $100,000  unless the Policy Account Value exceeded  approximately  $117,647
(rather  than  $66,667),  and each $1 then  added to or  taken  from the  Policy
Account Value would change the death benefit by $1.85 (rather than $2.50).


        Change in Face  Amount.  Subject  to certain  limitations,  an Owner may
increase  or decrease  the face amount of a Policy.  A change in face amount may
affect the cost of insurance rate and the net amount at risk,  both of which may
affect an Owner's cost of insurance charge (See,  Charges and Deductions -- Cost
of  Insurance).  A change in face  amount  may  affect  whether  the Policy is a
"modified  endowment contract" for federal income tax purposes (See, Federal Tax
Considerations).

        Decreases.  Any decrease in the face amount will become effective on the
monthly  anniversary date on or following receipt by ANLIC of a written request.
Generally,  no decrease in the face  amount will be  permitted  during the first
Policy  year  (other  than  a  decrease  indirectly  resulting  from  a  partial
surrender) but ANLIC may waive this  restriction.  The face amount  remaining in
force after any requested  decrease may not be less than $25,000.  If, following
the  decrease  in face  amount,  the Policy  would not comply  with the  maximum
premium  limitations  required  by  federal  tax law (See,  Premiums  -- Premium
Limitations),  the decrease may be limited (or, if the  Policyholder  so elects,
the Policy  Account Value may be returned to the Owner) to the extent  necessary
to meet these  requirements.  For purposes of determining  the cost of insurance
charge,  a  decrease  in the face  amount  will  reduce  the face  amount in the
following order:

        (a) The face amount provided by the most recent  increase;  (b) The next
        most  recent  increase  successively;  and (c) The face  amount when the
        Policy was issued.

                                       21
<PAGE>

(See, Charges and Deductions--Cost of Insurance)


      Increases. Increases  in the Face Amount  will be allowed  after the first
Policy  year.  For an  increase  in the Face  Amount,  you must submit a written
supplemental  application.   ANLIC  may  also  require  additional  evidence  of
insurability.  Although an increase need not  necessarily  be  accompanied by an
additional  premium,  in certain cases an additional premium will be required to
put the  requested  increase in effect.  The minimum  amount of any  increase is
$25,000. An increase in the Face Amount will also increase Surrender Charges. An
increase in the Face Amount during the time either the Benchmark  Premium or the
Guaranteed Death Benefit Premiums in effect will increase the respective premium
requirements. (See, Charges and Deductions).


        Change in Death Benefit Option.  Generally,  the death benefit option in
effect may be changed at any time by sending ANLIC a written request for change.
If the death  benefit  option  is  changed  from  Option B to Option A, the face
amount will be increased by an amount equal to the Policy  Account  Value on the
effective  date of change.  Changing  from Option B to Option A does not require
evidence  of  insurability.  The  effective  date of such a  change  will be the
monthly  anniversary  on or following  receipt of the  request.  A change in the
death  benefit  option  may  affect  whether  the  Policy  will be  treated as a
"modified  endowment  contract"  for  federal  tax  purposes  (See,  Federal Tax
Considerations).


                                       22
<PAGE>


        If the death  benefit  option is changed  from Option A to Option B, the
face amount will be decreased by an amount equal to the Policy  Account Value on
the effective date of the change. This change may not be made if it would result
in a face  amount  less than  $25,000.  Changing  from  Option A to Option B may
require  evidence of insurability  satisfactory to ANLIC.  The effective date of
such a change  will be the  monthly  anniversary  on or  following  the date the
change is approved by ANLIC.

        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 the Policy Account Value.  If, however,  prior to or accompanying a change in
the death  benefit  option  there has been an increase in the face  amount,  the
method of  calculating  the  insurance  charge  may  change  (See,  Charges  and
Deductions--Cost of Insurance).

        How Death Benefits May Vary in Amount.  As long as the Policy remains in
force,  ANLIC  guarantees  that the death  benefit  will  never be less than the
current  face  amount of the  Policy.  These  proceeds  will be  reduced  by any
outstanding  indebtedness and any due and unpaid charges. The death benefit may,
however,  vary with the Policy Account Value.  Under Option A, the death benefit
will only vary whenever the Policy  Account Value  multiplied by the  applicable
percentage exceeds the face amount of the Policy. The death benefit under Option
B will  always vary with the Policy  Account  Value  because  the death  benefit
equals either the face amount plus the Policy  Account  Value or the  applicable
percentage of Policy Account Value.

        How the  Duration  of the Policy May Vary.  The  duration  of the Policy
depends upon the Policy's Cash Surrender  Value. The Policy will remain in force
so long as the Cash Surrender  Value is sufficient to pay the monthly  deduction
(See, Charges and Deductions--Policy Account Value Charges). Where, however, the
Cash  Surrender  Value  is   insufficient  to  pay  the  monthly   deduction  or
indebtedness exceeds Policy Account Value, and a grace period expires without an
adequate  payment by the  Owner,  the Policy  will lapse and  terminate  without
value.  Special  provisions  apply  if the  Owner  has paid  either  the GDBP or
Benchmark Premiums (See, Policy Lapse and Reinstatement -- Lapse).


Payment of Policy Benefits


        Death Benefit  Proceeds under the Policy will  ordinarily be paid within
seven  days  after  ANLIC  receives  due proof of death.  Policy  Account  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).  The Owner may decide the form in which the benefits will be paid.
During the  Insured's  lifetime,  the Owner may  arrange  for the Death  Benefit
Proceeds to be paid in a lump sum or under one or more of the settlement options
described  below.  These choices are also available if the Policy is surrendered
or matures.  If no election is made,  ANLIC will pay the  benefits in a lump sum
upon submission of due proof of death.

        When Death Benefit  Proceeds are payable in a lump sum, the  beneficiary
may select one or more of the  settlement  options.  If Death  Benefit  Proceeds
become payable under a settlement  option and the  beneficiary  has the right to
withdraw  the entire  amount,  the  beneficiary  may name and change  contingent
beneficiaries.


        Settlement Options.  Owners and beneficiaries may elect to have benefits
paid in a lump sum or in accordance  with a wide variety of  settlement  options
offered under the Policy.  Once a settlement option is in effect,  there will no
longer be value in the Variable Account. ANLIC may make other settlement options
available in the future.  For additional  information  concerning these options,
see the Policy itself.


                                       23

<PAGE>

        Option A -- Interest for Life.  Interest on the amount  retained will be
paid during the lifetime of the payee.  When the payee dies,  the amount held by
ANLIC will be paid as agreed.

        Option B -- Interest for a Fixed Period.  Interest or compound  interest
will be paid for a fixed period. The fixed period cannot exceed 30 years. At the
end of the period the principal amount will be paid as agreed.

        Option C --  Payments  for a Fixed  Period.  The  amount  retained  plus
interest will be paid in equal monthly  installments for the period chosen.  The
period chosen may not exceed 30 years.

        Option  D --  Payments  of a Fixed  Amount.  The  amount  retained  plus
interest will be paid in equal monthly installments until the fund has been paid
in  full.  The  total  payments  in any year  must be at least 5% of the  amount
retained.

        Option E -- Life Income.  The amount retained plus interest will be paid
in equal installments for the guaranteed payment period elected and continue for
the life of the  person on whose life the  option is based.  Guaranteed  payment
periods  may be  elected  for 10 or 20 years,  or the  period in which the total
payments will equal the amount retained.

        Option F -- Joint and Survivor  Life Income.  The amount  retained  plus
interest  will be paid during the joint  lifetime  of two  persons and  continue
during the lifetime of the survivor. Payments are guaranteed for 10 years.

        Option G -- Additional  Settlements.  At the request of the Owner, ANLIC
will pay the amount retained in any manner acceptable to the Company.


                       PAYMENT AND ALLOCATION OF PREMIUMS

Policy Issue

        Premiums are payable at ANLIC's Service Office (See, Glossary of Defined
Terms - Service  Office)  or to one of  ANLIC's  authorized  agents.  A properly
completed application must precede or accompany the initial premium. No coverage
will take effect unless (a) the  application is approved;  (b) the first Planned
Periodic Premium is paid; and (c) the Policy is accepted by the Applicant.  This
must be during the lifetime of all persons  proposed for insurance.  Also, their
eligibility and health must remain as described in the application.


        The minimum  face amount to issue a Policy is  $100,000,  under  ANLIC's
current rules. ANLIC reserves the right to revise its rules from time to time to
specify a different  minimum  face amount at issue.  A Policy will  generally be
issued  only to  Insureds  80  years  of age or under  who  supply  satisfactory
evidence of insurability  sufficient to ANLIC.  ANLIC may, however,  at its sole
discretion,  issue a Policy to an individual above the age of 80.  Acceptance is
subject to ANLIC's  underwriting rules and ANLIC reserves the right to reject an
application for any reason. The Policy Date is the date used to determine Policy
years  and  Policy  Months.  If a premium  is  submitted  with the  application,
insurance  coverage  will begin as of the Policy Date.  If a premium is not paid
with the  application,  the Policy Date will ordinarily be approximately 15 days
after underwriting  approval.  Insurance coverage will begin on the later of the
Policy date or the date the premium is  received.  A Policy Date may also be any
other date  mutually  agreeable to ANLIC and the Owner.  ANLIC will allocate net
premiums  on the later of the Policy  Date or the date the  premium is  received
(See, Allocation of Premiums and Policy Account Value).



                                       24
<PAGE>

Premiums

        Subject to certain limitations,  an Owner has flexibility in determining
the frequency and amount of premiums.


        Premium Flexibility. Unlike conventional insurance policies, this Policy
frees the Owner from the requirement  that premiums be paid in accordance with a
rigid and inflexible  premium schedule.  You must pay the first Planned Periodic
Premium for  coverage  to take  effect.  Thereafter,  subject to the minimum and
maximum  premium  limitations  described  below,  an Owner may make  unscheduled
premium payments at any time in any amount. The Policy, therefore,  provides the
Owner with the flexibility to vary the frequency and amount of premium  payments
to reflect changing  financial  conditions.  The level of premium payments is an
important  factor  in  determining  whether  the  Policy  will be  treated  as a
"modified  endowment  contract"  for  federal  tax  purposes  (See,  Federal Tax
Considerations).


        Planned Periodic Premiums.  Each Owner will determine a Planned Periodic
Premium  schedule  that  provides for the payment of a level  premium at a fixed
interval  over a  specified  period of time.  The Owner is not  required  to pay
premiums  in  accordance  with  this  schedule.   Furthermore,   the  Owner  has
considerable  flexibility  to alter the amount,  frequency,  and the time period
over which Planned Periodic Premiums are paid.

        The payment of a Planned  Periodic  Premium will not guarantee  that the
Policy  remains in force.  Instead,  the duration of the Policy depends upon the
Policy Account Value.  Thus, even if planned  periodic  premiums are paid by the
Owner, the Policy will nonetheless lapse at any time indebtedness exceeds Policy
Account Value or the Cash Surrender Value is insufficient to pay certain monthly
charges,  and a grace period expires without a sufficient  payment (See,  Policy
Lapse and  Reinstatement--Lapse).  Exceptions  may  occur if the  Owner  pays an
amount  equal to or greater  than  either the  scheduled  Benchmark  Premiums or
Guaranteed Death Benefit Premiums.

        Benchmark  Premiums.  When the Owner pays the monthly Benchmark Premiums
as stated in the Policy and if the sum of the  premiums  paid  equals or exceeds
the  sum of the  scheduled  Benchmark  Premiums  for  the  face  amount  and any
increase, then the Policy is guaranteed not to lapse during the first five years
that the Policy is in force.  Payment of only the  Benchmark  Premium may reduce
the flexibility of premium payments.


        Guaranteed Death Benefit Premium  ("GDBP").  The Owner may also elect to
pay a GDBP premium for the Policy or any increase in coverage.  The GDBP premium
is stated in the  Policy  and is  calculated  based on the Face  Amount  and the
Insured's age, sex and rate class at the time coverage is applied for.  Provided
GDBP is paid and the Owner makes no loans or partial  surrenders,  the Policy is
guaranteed not to lapse before the Insured  reaches age 65 or for ten years from
the effective date of coverage, whichever is later.



                                       25
<PAGE>



        For all Policies  sold in the State of Maryland,  all  references to the
phrases  "the  Guaranteed  Death  Benefit"  and the  "Guaranteed  Death  Benefit
Premium"  are  replaced  with the  phrases  "Extended  No Lapse  Guarantee"  and
"Extended No Lapse Guarantee Premium." For all Policies sold in the Commonwealth
of Massachusetts, the Guaranteed Death Benefit Premium does not apply.


        Premium  Limitations.  In no event may the total  amount of all premiums
paid,  both  scheduled  and  unscheduled,  exceed the  current  maximum  premium
limitations  which are required by federal tax laws. If at any time a premium is
paid which would result in total premiums  exceeding the current maximum premium
limitation,  ANLIC will only accept that portion of the premium  which will make
total premiums equal the maximum  limitation.  Any part of the premium in excess
of that amount will be returned and no further  premiums will be accepted  until
allowed by the  current  maximum  premium  limitations  set forth in the Policy.
Every premium payment,  whether scheduled or unscheduled,  must be at least $25.
Premium payments less than this minimum amount will be returned to the Owner.

        Payment of Premiums. Payments made by the Owner will be treated first as
payment of premium, not indebtedness unless the Owner indicates that the payment
should be treated otherwise.  Charges will be deducted from each premium payment
as stated in the Policy (See, Charges and Deductions--Premium Expense Charges).


Allocation of Premiums and Policy Account Value

     Net  Premium.  The net  premium  equals the  premium  paid less the premium
expense charge (See, Charges and Deductions--Premium Expense Charges).


     Allocation of Net Premiums.  In the application for a Policy, the Owner may
allocate net premiums or portions thereof to the Investment Options. The portion
of the net premium allocated to Sub-accounts will be allocated  initially to the
Money  Market  Portfolio  on the  Policy  Date or the date the first  premium is
received by ANLIC,  whichever is later.  After 15 days, the Policy Account Value
will be allocated among the Investment  Options according to the instructions in
your application.

        Net premiums paid after the expiration of the initial fifteen day period
will be allocated in accordance with the Owner's instructions in the application
as of the end of the  Valuation  Date in which they are  received.  The  minimum
percentage  of each premium  that may be  allocated to the Fixed  Account or any
Sub-account  is 5%;  percentages  must be in whole  numbers.  The allocation for
future net premiums may be changed without charge at any time by providing ANLIC
with written notification.  No charge is imposed for any reallocations.  No more
than ten different Sub-accounts may be chosen to receive premium payments.

        The  value of  amounts  allocated  to  Sub-accounts  will  vary with the
investment  experience  of these  Sub-accounts  and the Owner  bears the  entire
investment risk. Owners should periodically review their allocations of premiums
and  values  in  light  of  market   conditions  and  overall  estate   planning
requirements.



Transfers

Transfers from the General Account


                                       26
<PAGE>

        The Owner may ask to transfer  value from the General  Account,  up to a
maximum  each  Policy year of 25% of the  General  Account  Value as of the last
Policy  anniversary  date.  The minimum  amount each that may be  transferred is
$100.  During the first Policy year,  the Owner may transfer a maximum of 25% of
the General Account Value on the transfer date.



Transfers from Sub-accounts

        The Owner may ask ANLIC to transfer  all or part of the amount in one of
the Sub-accounts to another  Sub-account or to the General Account.  The minimum
amount for such  transfer is $50. The transfer will be made as of the date ANLIC
receives the written request.

Automatic Rebalancing and Dollar Cost Averaging Programs

        The Owner may also elect from either the Automatic  Rebalancing  Program
or the Dollar  Cost  Averaging  Program by filing a written  authorization  with
ANLIC.  ANLIC  reserves  the  right to  alter,  including  the right to assess a
charge, or terminate these administrative  programs upon 30 days advance written
notice.

        Under the Automatic  Rebalancing  Program,  the Owner may have automatic
transfers on either a monthly, quarterly, semi-annual or annual basis, to adjust
the values among the  Sub-accounts  and the General  Account to meet the Owner's
designated  percentage  account  value  proportions  the  Owner has on file with
ANLIC.  The  allocations  are  subject  to a minimum  5%  designated  percentage
proportion per account.

        Under the Dollar Cost Averaging  Program,  the Owner may elect to have a
specific  dollar  amount   automatically   transferred  from  the  Money  Market
Sub-account  to  designated   Sub-accounts  on  either  a  monthly,   quarterly,
semi-annual,  or annual  basis.  The specific  dollar amount is subject to a $50
minimum  transfer  amount  pursuant  to the Owner's  election  with a minimum 5%
designated percentage proportion per Sub-account. If the periodic transfer would
reduce  the value in the Money  Market  Sub-account  below the  specific  dollar
amount,  ANLIC reserves the right to include the entire  remaining value to meet
the  transfer  election.  ANLIC also  reserves  the right to establish a minimum
Money Market Sub-account balance before we allow you to elect the program.

        Transfers and  adjustments  pursuant to these Programs will occur on the
Policy's  Monthly  Anniversary  date in the month in which the transaction is to
take place or the next succeeding  business day if the Monthly  Anniversary date
falls on a day other than a Valuation Date.

Telephone Requests

        At  the  time  an  application  for a  Policy  is  completed,  or at any
subsequent time, an Owner may request a telephone transfer  authorization  form.
If the form is properly completed and on file with ANLIC,  transfers may be made
pursuant to telephone instructions,  subject to the above terms and the terms of
the  authorization  form.  Otherwise,  transfer requests must be in writing in a
form acceptable to ANLIC. Transfer requests made by telephone are processed upon
the date of receipt,  if received prior to 4:00 p.m. Eastern Time. ANLIC may, at
any time, revoke or modify the transfer privilege.


                                       27
<PAGE>

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 Cash  Surrender  Value is  insufficient  to cover the
monthly  deduction  and a Grace Period  expires  without a  sufficient  payment,
unless the Benchmark Premium or Guaranteed Death Benefit provision is in effect.
The  Grace  Period is 62 days from the date  ANLIC  mails you a notice  that the
Grace  Period has begun.  ANLIC will  notify you at the  beginning  of the Grace
Period by mail  addressed  to your last known  address on file with  ANLIC.  The
notice  will  specify  the  premium  required  to keep the Policy in force.  The
required  premium  will equal the lesser of 1) monthly  deductions  plus Premium
Expense  Charges for the three  Policy  Months after  commencement  of the Grace
Period,  plus projected loan interest that would accrue over that period,  or 2)
the premium  required  under the Benchmark  Premium or Guaranteed  Death Benefit
provisions,  if  applicable,  to keep the Policy in effect for three months from
the commencement of the Grace Period. Failure to pay the required premium within
the Grace Period will result in lapse of the Policy.  If the Insured dies during
the Grace Period,  any  indebtedness  and past due charges will be deducted from
the Death Benefit Proceeds.

        Reinstatement. A lapsed Policy may be reinstated any time within 5 years
after the date of lapse and before the maturity date by submitting the following
items to ANLIC:

        1.     A written application for reinstatement;
        2.     Evidence of insurability satisfactory to ANLIC; and
        3.     A premium that,  after the deduction of premium expense  charges,
               is large  enough to cover  the  monthly  deductions  for at least
               three  Policy  Months  commencing  with  the  effective  date  of
               reinstatement  for  the  Policy  and  any  rider  benefits.   Any
               indebtedness  on the  date of  lapse  must be paid at the time of
               reinstatement.

        Upon approval of the application for  reinstatement,  the effective date
of  reinstatement  will be the  monthly  anniversary  on or prior to the date of
approval.

        To  the  extent  permitted  under  state  law,  ANLIC  may  contest  the
reinstatement of the Policy, and any rider attached,  for any statements made in
the  application  for  reinstatement,  until  it has been in  force  during  the
lifetime of the Insured for two years from the effective date of reinstatement.


                             CHARGES AND DEDUCTIONS

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



                                       28
<PAGE>

Surrender Charge



     Surrender  Charges will not exceed the maximum  charges as specified in the
Policy.  The  surrender  charge for the original  face amount is  determined  by
multiplying a surrender  charge factor by the actual  premiums paid up to Target
Premium.  Target. The Surrender Charge factor depends on the number of years the
Policy has been in force, as follows:



              Policy Year                      Surrender Charge Factor

               1-7                                  30%
                8                                   20%
                9                                   10%
               10 +                                  0%


        Paying less premium may reduce the  surrender  charge but will  increase
the cost of insurance for the Policy and may cause the Policy to lapse.


        Surrender  Charges for any  increase in face amount will be based solely
on the Target Premium  associated with the increase as stated in the Policy. The
maximum  surrender  charge for an  increase  in face amount is 30% of the Target
Premium for the increase during the seven years following the increase, and then
declines  by 10% per year until it reaches  0% in the tenth year  following  the
increase. Surrender Charges are computed separately for the original face amount
and each increase in face amount, and then combined.


Partial Surrender Charge


     During the surrender  charge period for the Policy and any increase,  there
will be a charge for a partial  surrender equal to 8% of the amount withdrawn or
$25,  whichever is greater.  Partial Surrender Charges will reduce the remaining
Surrender Charge.



Premium Expense Charge


        ANLIC will  deduct  2.25% from each  premium  before  allocation  to the
Investment Options. The deduction represents an amount ANLIC considers necessary
to pay all premium taxes imposed by the states and any subdivisions  thereof and
does not  necessarily  equal the  premium  taxes paid by ANLIC for a  particular
Policy.



Policy Account Value Charges


        Monthly  Deduction.  On  each  Monthly  Anniversary,  a  charge  will be
deducted from the Policy  Account Value to compensate  ANLIC for  administrative
expenses and insurance  provided.  The monthly deduction consists of the cost of
insurance,  the  administrative  expense  charge,  and charges for any  optional
insurance  benefits  added by riders.  The monthly  deduction  will be allocated
pro-rata among the Investment Options.




                                       29
<PAGE>


        Cost of Insurance.  Because the cost of insurance  depends upon a number
of variables, the cost for each Policy month can vary from month to month. ANLIC
will  determine  the  monthly  cost  of  insurance  charge  by  multiplying  the
applicable  cost of  insurance  rate or rates by the net amount at risk for each
Policy  Month.  The net  amount  at risk  for a  Policy  Month  is  based on the
difference between the Death Benefit and the Policy Account Value on the Monthly
Anniversary.

        Cost of Insurance  Rate.  Cost of  insurance  rates will be based on the
Face Amount and the Insured's sex, Issue Age, Policy  duration,  and rate class.
The rates  reflect  ANLIC's  expectations  of future  experience  with regard to
mortality, interest, persistency, and expenses, but will not exceed the Schedule
of Guaranteed  Annual Cost of Insurance Rates shown in the Policy.  For standard
risks,  these  guaranteed  rates  are based on the 1980  Commissioners  Standard
Ordinary  Mortality  Table  with  smoker  and  non-smoker  distinction  and  the
Insured's sex (unless  unisex rates are required by law). Any change in the cost
of insurance  rates will apply to all Insureds of the same Issue Age,  sex, rate
class, and whose Policies have been in force for the same length of time.

        The cost of  insurance  rate will also  depend on the face amount of the
Policy. At ANLIC's discretion, a Policy with a face amount in excess of $500,000
may incur a lower cost for each  thousand  dollars of net amount at risk than an
otherwise identical Policy with a face amount less than that amount.  ANLIC may,
at its sole  discretion,  reduce the cost of insurance  for other face  amounts.
Because the cost of insurance rate varies with the face amount,  any increase or
decrease in face amount,  including  those  resulting from a change in the death
benefit option and those resulting from partial surrenders,  may affect the cost
of insurance.

        Rate  Class.  The  rate  class of an  Insured  will  affect  the cost of
insurance rate.  ANLIC  currently  places Insureds into standard rate classes or
substandard  rate  classes  involving  higher  mortality  risk.  In an otherwise
identical  Policy,  an Insured in the standard rate class will have a lower cost
of insurance rate than an Insured in a substandard rate class.

        Administrative  Expense  Charge.  As  reimbursement  for  administrative
expenses  related to the  maintenance  of each Policy and the Variable  Account,
ANLIC assesses a charge of $27 per Policy Month during the first Policy Year and
$8 per Policy Month thereafter.  ANLIC does not anticipate that it will make any
profit on this charge.

Optional Insurance Benefits Charges.  The monthly deduction will include charges
for any optional insurance benefits added to the Policy by rider (See,  Optional
Insurance Benefits).

Daily Charges Against The Variable Account



                                       30
<PAGE>



        Mortality  and Expense Risk Charge.  ANLIC has developed a new method of
calculating mortality and expense charges which it believes is more favorable to
Policy  Owners.  As  compensation  for  mortality  and expense  risks assumed in
connection with the Policy, ANLIC will deduct a daily mortality and expense risk
charge from the value of the net assets of the Variable  Account.  For the first
15  years  of  your  Policy,  this  charge  is at the  rate  of  0.90%  annually
(0.0024590% daily). Beginning in the 16th Policy year, this charge is reduced by
0.05% annually until it reaches 0.45% annually (0.0012295% daily) in Policy year
24; the rate remains  level  thereafter.  The daily charge will be deducted from
the net asset value of the Variable Account, and therefore the Sub-accounts,  on
each Valuation  Date.  Where the previous day or days was not a Valuation  Date,
the deduction on the Valuation Date will be the applicable daily rate multiplied
by the number of days since the last  Valuation  Date.  No mortality and expense
risk charges will be deducted from the amounts in the Fixed Account.


        The  mortality  risk  assumed by ANLIC is that  Insureds  may live for a
shorter  time than  projected,  and that an  aggregate  amount of Death  Benefit
Proceeds  greater than that projected will be payable.  The expense risk assumed
is that expenses  incurred in issuing and administering the Policies will exceed
the limits on administrative charges set in the Policies, which are in excess of
the amount necessary to meet expenses currently. If the expenses do not increase
to an amount in excess of the  limits,  ANLIC may profit from this  charge.  Any
shortfall in meeting the distribution  expenses will be met from ANLIC's general
corporate  funds which may include  profit from the  mortality  and expense risk
charge. ANLIC also assumes risks with respect to other contingencies,  including
the pattern of transfers  between the Variable  Account and the General  Account
which may cause ANLIC to incur greater costs than anticipated.

        Taxes.  Currently no charge is made to the Variable  Account for federal
income  taxes  that may be  attributable  to the  Variable  Account.  ANLIC may,
however,  make such a charge in the  future.  Charges for other  taxes,  if any,
attributable  to the  Variable  Account  may  also be  made  (See,  Federal  Tax
Considerations).


Investment Advisory Fee


        Because the Variable Account purchases shares of the Portfolios, the net
assets of the  Variable  Account  will  reflect  the  investment  advisory  fees
incurred by the Portfolios.  The specific charges  associated with each Fund are
described  in the table on the next page.  The amount of this charge will depend
on the  Portfolio or  Portfolios  selected by the Owner for premium  allocation.
These charges are set by the fund managers and are subject to change.





                                       31
<PAGE>



   

<TABLE>
<CAPTION>


                            Portfolio Annual Expenses
           (Expressed as a Percentage of Net Assets of each Portfolio)

                                                                                            TOTAL PORTFOLIO
                      PORTFOLIO                         MANAGEMENT FEES  OTHER EXPENSES    ANNUAL EXPENSES
- ------------------------------------------------------ ----------------- ---------------- -----------------

<S>                                                         <C>             <C>             <C>  
Alger American Growth Portfolio                             0.75%           0.04%           0.79%

Alger American MidCap Growth Portfolio                      0.80%           0.04%           0.84%

Alger American Small Capitalization Portfolio               0.85%           0.04%           0.89%

Calvert Social Money Market Portfolio                       0.50%           0.16%           0.66%/1      

Calvert Social Small Cap Growth Portfolio                   0.90%           0.33%           1.33%/1

Calvert Social Mid Cap Growth Portfolio                     0.80%           0.16%           1.06%/1

Calvert Social International Equity Portfolio               1.10%           0.70%           1.80%/1

Calvert Social Balanced Portfolio                           0.70%           0.18%           0.88%/1

Dreyfus Stock Index Fund                                    0.25%           0.01%           0.26%

Neuberger & Berman Advisers Management Trust Limited
    Maturity Bond Portfolio                                 0.65%           0.11%           0.76%

Neuberger & Berman Advisers Management Trust Growth         0.83%           0.09%           0.92%
Portfolio

Oppenheimer Aggressive Growth Fund/VA                       0.69%           0.02%           0.71%/2      

Oppenheimer Capital Appreciation Fund/VA                    0.72%           0.03%           0.75%

Oppenheimer Main Street Growth & Income Fund/VA             0.74%           0.05%           0.79%

Oppenheimer High Income Fund/VA                             0.74%           0.04%           0.78%

Oppenheimer Strategic Bond Fund/VA                          0.74%           0.06%           0.80%

Strong International Stock Fund II                          1.00%           0.20%           1.20%

Strong Discovery Fund II                                    1.00%           0.23%           1.23%

Van Eck Worldwide Hard Assets Fund                          1.00%           0.20%           1.20%/3
</TABLE>

     1/The  figures  are based on expenses  for fiscal year 1998,  and have been
restated  to  reflect  the  elimination  of the  performance  adjustment  in CVS
Balanced and Mid Cap Portfolios.  The restatement includes the addition of 0.01%
to both portfolios.

     2/Total expenses are presented net of expenses waivers and  reimbursements.
For the CVS  International  Equity  Portfolio,  total  expenses  are  1.65%  and
expenses  reimbursed  0.15%,  therefore gross expenses are 1.80%.  There were no
expenses waivers or reimbursements in any other CVS Portfolios.

     "Other Expenses" reflect an indirect fee. Net fund operating expenses after
reductions  for fees paid  indirectly  (again  restated for CVS Balanced and Mid
Cap) would be 0.86% for CVS Balanced, 1.01% for CVS Mid Cap, ).63% for CVS Money
Market, 1.53% for CVS International Equity and 1.12% for CVS Small Cap.

     3/Expense is reduced to 1.16% by the directed  brokerage  and custodian fee
arrangement.
    

                                       32
<PAGE>

Reduction of Charges


        ANLIC may reduce monthly administration  charges, other charges, and the
minimum initial face amount in special circumstances that result in lower sales,
administrative or mortality  expenses.  For example,  special  circumstances may
exist in connection with group or sponsored arrangements,  sales to Policyowners
of ANLIC or its affiliates, or sales to employees or clients of subsidiaries and
affiliates of Ameritas  Acacia Mutual Holding  Corporation.  Group  arrangements
include  those  in  which a  trustee  or an  employer,  for  example,  purchases
contracts  covering  a  group  of  individuals  on  a  group  basis.   Sponsored
arrangements  include those in which an employer  allows us to sell contracts to
its employees on an individual basis. The amounts of any reductions will reflect
the  reduced  sales  effort and  administrative  costs  resulting  from,  or the
different   mortality   experience   expected   as  a  result  of,  the  special
circumstances.  Reductions  will  not be  unfairly  discriminatory  against  any
person, including the affected Owners and Owners of all other policies funded by
the Variable Account.



                                  POLICY RIGHTS

Loan Privileges


        Policy  Loan.  The Owner may borrow money from ANLIC using the Policy as
the only security for the loan.  The maximum  amount that may be borrowed at any
time is the loan value.  The loan value equals 90% of the Cash Surrender  Value.
Loans usually are paid within seven days after ANLIC receives a written request.
Loans have priority  over the claims of any assignee or other  person.  The loan
may be repaid all or in part at any time while the Insured is living. Loans from
certain   Policies   may  be   taxed  as   Distributions   (See,   Federal   Tax
Considerations).

        Interest.  ANLIC charges interest on Policy loans at regular and reduced
rates.  Regular loans will accrue interest at the daily  equivalent of 6.45% per
year.  After the fifth Policy year,  you may borrow a limited amount of the Cash
Surrender  Value at a reduced rate.  Reduced rate loans will accrue  interest at
the daily equivalent of 4.50% per year. The amount available at the reduced loan
rate is (1) the Policy  Account  Value,  minus (2) total premiums paid minus any
partial  surrenders  previously  taken, and minus (3) any indebtedness held at a
reduced  rate.  However,  this  amount may not exceed the  maximum  loan  amount
described above. If unpaid when due, interest will be added to the amount of the
loan and bear interest at the same rate.

        Effect of Policy Loans.  When a loan is made, Policy Account Value equal
to the amount of the loan will be transferred from the Investment Options to the
General  Account as security for the loan. The Policy Account Value  transferred
will be allocated from the Investment  Options according to the instructions you
give when you request the loan. If no instructions  are given,  the amounts will
be  transferred  first  from  the  Fixed  Account.  Any  excess  amount  will be
transferred from the sub-accounts in the same proportion that the Policy Account
Value in each Sub-account bears to the Variable Account Value.




                                       33
<PAGE>



        Value in the  General  Account  held as  security  for the loan  will be
credited with interest at 4.5% per year. NO ADDITIONAL INTEREST WILL BE CREDITED
TO THIS VALUE. The interest earned will be credited once each Policy Month. Upon
partial  repayment of  indebtedness,  value in the General  Account equal to the
amount of  repayment  will be  released  as  security  for the loan,  and may be
reallocated  by the owner among the Investment  Options.  Upon full repayment of
indebtedness,  all  collateral in the General  Account may be reallocated by the
Owner to the Investment Options.

        Interest earned on amounts held in the General Account will be allocated
to the Investment Options on each Policy anniversary in the same proportion that
Net Premiums are being allocated to the Investment Options at the time.

        Indebtedness.  Indebtedness  equals  the total of all  Policy  Loans and
accrued  interest on Policy loans. If indebtedness  exceeds Policy Account Value
less Surrender Charges,  ANLIC will notify the Owner and any assignee of record.
If a sufficient payment equal to excess indebtedness is not made to ANLIC within
62 days from the date  notice  is sent,  the  Policy  will  lapse and  terminate
without value. The Policy, however, may later be reinstated.  (See, Policy Lapse
and Reinstatement).

        Repayment of  Indebtedness.  Indebtedness  may be repaid any time before
the  Maturity  Date  (See,  Payment  of  Policy  Benefits).  ANLIC  will  deduct
indebtedness  from any amount  payable  under the Policy.  Payments  made by the
Owner will be treated  first as payment of premium and not as  repayment  of any
outstanding  Policy debt unless the Owner  indicates  that the payment should be
treated  otherwise.  Loan  repayments  are not  subject to the  Premium  Expense
Charge.


Surrender Privileges

        The Owner may surrender the Policy for its Cash  Surrender  Value on any
Valuation  Date during the lifetime of the Insured by sending a written  request
to ANLIC.  The amount available for surrender is the Cash Surrender Value at the
end of the Valuation  Period  during which the surrender  request is received at
ANLIC's  principal  office.  The Cash Surrender  Value equals the Policy Account
Value less the surrender charge and  indebtedness.  Surrenders from the Variable
Account  will  generally  be paid  within  seven days of receipt of the  written
request.  Postponement of payments may, however,  occur in certain circumstances
(See,  Postponement of Payments).  Surrenders may have adverse tax  consequences
(See, Federal Tax Considerations).

        A  surrender  charge is  imposed  if the  Policy is  surrendered  either
partially  or totally.  For partial  surrenders,  the charge is 8% of the amount
withdrawn  or $25,  whichever  is  greater.  Decreases  do not affect  Surrender
Charges,  since Surrender Charges for coverage associated with the decrease will
be taken at the time of Policy lapse or surrender.

        The Policy  surrender  charge is a product of a surrender  charge factor
multiplied by the actual  premium paid up to the Target  Premium from the Policy
Date or the Increase  Date of any increase in face amount,  as  applicable.  The
factor varies by the year of surrender measured from the Policy Date or increase
date, as applicable.  (The surrender charge will never exceed the Policy Account
Value.) Partial Surrender Charges reduce the surrender charge for the Policy.


Partial Surrender



                                       34
<PAGE>

        After the first Policy year,  you may partially  surrender the Policy on
any  Valuation  Date during the  lifetime of the Insured by sending us a written
request.  The amount of the partial surrender must not exceed the Cash Surrender
Value.  You may place on file with us a written  request for systematic  partial
surrenders.  The partial  surrenders  may be monthly,  quarterly  or annually in
amounts of no less than $100.


        Unless you request  otherwise,  the partial  surrender will be allocated
among the Investment  Options in the same  proportion that the Policy's value in
each Investment Option bears to the total Policy Account Value in the Investment
Options on the Valuation Date we receive the request.

        Any partial surrender will reduce the Policy Account Value by the amount
of the partial surrender. The amount of reduction in the face amount will be:

          1.  For Death Benefit Option A, 100% of the amount of the partial 
              surrender.
          2.  For Death Benefit Option B, no reduction.


        The face amount remaining in force after a partial  surrender may not be
less than the minimum face amount ANLIC allows.

        Each  partial  surrender  will reduce the face  amount in the  following
order:

         1. Each increase in order, starting with the last increase;  and
         2. The face amount when the Policy was issued.

        For a partial  surrender,  the  amount  paid will be  deducted  from the
Policy Account Value at the end of the Valuation Period during which the request
is received.


Coverage Beyond the Maturity Date


        Unless  prohibited  under state law, you may elect to continue  coverage
beyond the Maturity Date  provided the Policy is in force on the Maturity  Date.
If you so  elect,  on the  Maturity  Date the  Variable  Account  Value  will be
transferred  to the General  Account  where it will continue to earn interest as
described in the Policy. Monthly deduction amounts will continue to be deducted,
with the Cost of Insurance  Rate equal to zero.  Only payments  required to keep
the Policy in force will be accepted  beyond the Maturity Date. All other rights
and benefits as described in the Policy will be available.


        The  Policy may be subject to  certain  adverse  tax  consequences  when
continued beyond the Maturity Date.


                  EXAMINATION OF POLICY PRIVILEGE ("FREE LOOK")


        You may cancel the Policy  within 20 days after you receive it or within
45 days of completing Part I of the application,  whichever is later. You should
mail or deliver  the Policy to either  our  Service  Office  (See,  Glossary  of
Defined Terms - Service  Office) or the registered  representative  who sold the
Policy. If the Policy is canceled within the Free Look Period, ANLIC will refund
the total  premium  paid. A refund of premium paid by check may be delayed until
the check has  cleared the  Owner's  bank.  This  privilege  also  applies to an
increase for coverage under the Policy (See, Postponement of Payments).



                                       35
<PAGE>



                                 GENERAL ACCOUNT


        You may allocate net premiums and transfer value to the General  Account
of ANLIC via an  allocation  to the Fixed  Account.  Because  of  exemptive  and
exclusionary  provisions,  interests  in  the  General  Account  have  not  been
registered as securities under the Securities Act of 1933, as amended (the "1933
Act") and the General Account has not been  registered as an investment  company
under the 1940 Act.  Accordingly,  neither the General Account nor any interests
therein are subject to the provisions of these Acts and, as a result,  the staff
of the SEC has not reviewed the disclosures in this  Prospectus  relating to the
General Account.



General Description


        The General  Account  consists  of all assets  owned by ANLIC other than
those in the Variable Account and other separate accounts. Subject to applicable
law, ANLIC has sole  discretion over the investment of the assets in the General
Account.


        You may  elect to  allocate  net  premiums  to the  Fixed  Account,  the
Variable Account,  or both. You may also transfer value from the Sub-accounts to
the Fixed Account, or from the Fixed Account to the Sub-accounts. The allocation
or transfer of funds to the Fixed  Account does not entitle an Owner to share in
the investment experience of the General Account. Instead, ANLIC guarantees that
value in the Fixed Account will accrue  interest at an effective  annual rate of
at least 4.5%,  independent of the actual  investment  experience of the General
Account.  Any excess  interest rate when declared will remain in effect at least
one year.


The Policy

        This  Prospectus  describes a Flexible  Premium  Variable Life Insurance
Policy.  This Prospectus is generally intended to serve as a disclosure document
for the aspects of the Policy  involving  the  Variable  Account.  For  complete
details regarding the General Account, see the Policy itself.


General Account Value


        Net premiums  allocated to the General Account via the Fixed Account are
credited to the Policy.  ANLIC bears the full investment risk for these amounts.
ANLIC  guarantees  that interest  credited to the Fixed Account will not be less
than 4.5% per year. ANLIC MAY, AT ITS SOLE  DISCRETION,  CREDIT A HIGHER RATE OF
INTEREST,  although it is not obligated to credit interest in excess of 4.5% per
year, and might not do so. ANY INTEREST  CREDITED TO THE FIXED ACCOUNT IN EXCESS
OF THE  GUARANTEED  RATE  OF  4.5%  PER  YEAR  WILL BE  DETERMINED  IN THE  SOLE
DISCRETION OF ANLIC.  THE OWNER ASSUMES THE RISK THAT INTEREST  CREDITED MAY NOT
EXCEED  THE  GUARANTEED  MINIMUM  RATE OF 4.5% PER YEAR.  The value in the Fixed
Account will be calculated on each Monthly Anniversary.



                                       36
<PAGE>



        ANLIC guarantees that, at any time prior to the Maturity Date, the value
in the  Fixed  Account  will not be less  than the  amount  of the net  premiums
allocated or value  transferred to the Fixed Account,  plus interest at the rate
of 4.5% per year,  plus any excess  interest which ANLIC credits and any amounts
transferred into the Fixed Account, less the sum of all charges allocable to the
Fixed Account and any amounts deducted from the Fixed Account in connection with
partial surrenders or transfers to the Variable Account.



                            GENERAL POLICY PROVISIONS


Postponement of Payments


        General.  Payment  of any amount  upon  complete  or partial  surrender,
Policy loan, or benefits payable at death or Maturity may be postponed whenever:
(1) ANLIC or the New York Stock Exchange is closed such as customary weekend and
holiday  closings,  or trading on the New York Stock  Exchange is  restricted as
determined  by the  SEC;  (2)  the SEC by  order  permits  postponement  for the
protection of Owners; or (3) an emergency exists, as determined by the SEC, as a
result of which  disposal of securities is not  reasonably  practicable or it is
not reasonably  practicable to determine the value of the Variable Account's net
assets. Transfers may also be postponed under these circumstances.


        Payment by Check.  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 Owner's bank.


The Contract

        The  Policy,  riders  and  attached  copy  of the  application  and  any
supplemental  applications  are the  entire  contract.  Only  statements  in the
application and any supplemental  applications can be used to void the Policy or
defend  a  claim.  The  statements  are  considered   representations   and  not
warranties.  Only Officers of ANLIC can agree to change or waive any  provisions
of the Policy.  The change or waiver must be in writing and signed by an officer
of ANLIC.


Suicide

        In most states,  if the Insured,  while sane or insane,  commits suicide
within  two  years  after  the  Policy  Date,  ANLIC  will pay only the  premium
received,  less any partial  surrenders  and  outstanding  indebtedness.  If the
Insured,  while  sane or insane,  commits  suicide  within  two years  after the
effective   date  of  any  increase  in  face  amount   requiring   evidence  of
insurability,  ANLIC will not pay the increase but will pay only an amount equal
to the monthly deductions previously made for the increase.


                                       37
<PAGE>

Incontestability
                                   
        ANLIC cannot contest this Policy or any attached rider after it has been
in force for two years from its effective date. It cannot contest an increase in
face  amount or in rider  face  amount  after it has been in force for two years
from its effective date.  Reinstatement  of a Policy,  and any rider attached to
the Policy, may be contested by ANLIC for any statements made in the application
for   reinstatement  any  time  within  two  years  of  the  effective  date  of
reinstatement.


Change of Owner or Beneficiary

        Generally,  as long as the Policy is in force,  the Owner or Beneficiary
may be changed by written request in a form acceptable to ANLIC. The Policy need
not be returned unless requested by ANLIC. The change will take effect as of the
date the  request is  signed,  whether  or not the  Insured  is living  when the
request is received by ANLIC. ANLIC will not, however, be liable for any payment
made or action taken before  acknowledgment of the request. A change of Owner or
Beneficiary may have tax consequences (See, Federal Tax Considerations).


Collateral Assignment

        The Policy may be assigned as collateral. ANLIC will not be bound by the
assignment  until  a  copy  has  been  received  by  ANLIC  and  it  assumes  no
responsibility  for determining  whether an assignment is valid or the extent of
the assignee's  interest.  An Assignment may have tax consequences (See, Federal
Tax Considerations).


Misstatement of Age or Sex

        If the age or sex of the Insured has been  misstated,  the benefits will
be those which the monthly  deductions  would have  provided for the correct age
and sex. In the case of policies  issued  with unisex  rates,  if the age of the
Insured  has been  misstated,  the  benefits  will be those  which  the  monthly
deductions would have provided for the correct age.


Reports and Records

        ANLIC will maintain all records relating to the Variable Account.  ANLIC
will mail to Owners, at their last known address of record, any reports required
by  applicable  law or  regulation.  Each  Owner will also be sent an annual and
semi-annual  report for  Portfolios  of the Funds that hold or have held  Policy
value during the reporting period and a list of the portfolio securities held in
each Portfolio of the Funds, as required by the 1940 Act.


                                       38
<PAGE>

Optional Insurance Benefits

        Subject to certain  requirements,  one or more of the following optional
insurance  benefits may be added to a Policy by rider.  The cost of any optional
insurance  benefits  will be  deducted as part of the  monthly  deduction  (See,
Charges and Deductions--Monthly Administration Charge).


        Accelerated   Death  Benefit   Rider.   Subject  to  certain  terms  and
conditions,  a reduced death benefit will be paid in advance to the Owner of the
Policy if the Insured  suffers  from a terminal  illness or injury.  There is no
charge  for  this  rider  but  it  will  be  subject  to  ANLIC's   underwriting
requirements.  If certain requirements are satisfied, however, accelerated Death
Benefit Proceeds paid under the Accelerated  Death Benefit Rider to a terminally
or chronically ill insured individual as defined in the Code, may not be subject
to tax. A qualified tax advisor  should be consulted  before adding such a rider
to a Policy.


        Other Insured Rider.  Provides for level renewable term insurance on the
life of any family  member.  Under the terms of this  rider,  ANLIC will pay the
face amount of the rider to the  Beneficiary  upon receipt of proof of the other
Insured's death. Subject to certain  restrictions,  the face amount of the rider
may be increased or decreased.  This rider may also be converted to a new Policy
on the family member within 31 days after the Insured's  death.  Generally,  the
new Policy must meet the minimum face amount requirement, but ANLIC, in its sole
discretion,  may waive this provision.  Additional evidence of insurability will
not be required for conversion.

        Children's  Insurance  Rider.  Provides for level 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,  the rider will
continue in force without additional monthly charges.

        Guaranteed  Insurability  Rider.  Provides  that the Owner can  purchase
additional  insurance at certain future dates without  evidence of insurability.
Under the terms of the rider the Owner may only  increase the face amount of the
Policy on an  option  date.  An  option  date  falls on the  Policy  Anniversary
following  certain  birthdates  and  the  Monthly   Anniversary   following  the
occurrence of certain  events such as marriage of the Insured.  Each increase in
face amount will be subject to the maximum stated in the Policy.  No evidence of
insurability  is required for any increase made under this rider.  Increases may
have tax consequences (See, Federal Tax Considerations).

        Accidental  Death Benefit Rider.  Provides  additional  insurance if the
Insured's death results from accidental  bodily injury, as defined in the rider.
Under the terms of the rider, the additional  benefits provided in a Policy will
be paid  upon  receipt  of proof by  ANLIC  that  death  resulted  directly  and
independently of all other causes from accidental bodily injury;  occurred while
the rider was in force; and occurred on or after the rider anniversary following
the Insured's 5th birthday.  The rider will  terminate on the earliest of either
the date of lapse, the rider  anniversary  following the Insured's 70th birthday
or the Maturity Date of the Policy.

        Level Renewable Term Rider.  Provides for level renewable term insurance
coverage to  increase  the face  amount of the  Policy.  The Owner may  purchase
additional  insurance on a renewable term basis without evidence of insurability
up to Insured's  age 70. The rider will  terminate on the earliest of either the
date lapse, the rider  anniversary  following the Insured's 70th birthday or the
Maturity Date of the Policy.


                                       39
<PAGE>


        Total Disability Rider. Provides for the payment of the total disability
amount by ANLIC as premiums while the Owner is disabled.  Under the terms of the
rider,  the total  disability  amount will be paid as a premium  upon receipt of
proof adequate to ANLIC that: (1) the Insured is totally  disabled as defined in
the rider;  (2) the disability  commenced while the rider was in force;  (3) the
disability began on or after the rider anniversary  following the Insured's 15th
birthday;  and (4) total  disability  continued  without  interruption  for four
months.  The total disability amount is set forth in the Policy. The amount may,
under  certain  circumstances,  be  increased.  Evidence  of  insurability  will
generally be required for any increase. Because the total disability amount is a
fixed dollar amount while the monthly  deduction varies from month to month, the
fixed  dollar  amount may be more or less than the amount  necessary to keep the
Policy in force.

        Upon approval of the claim,  ANLIC will begin crediting total disability
amounts, less premium expense charges, on the Monthly Anniversary after the date
disability began. No amount will be credited for a period of more than 12 months
before  notice of disability is received by ANLIC unless it is shown that notice
was given as soon as reasonably possible.  ANLIC will continue to credit the net
total disability  amount while the Insured is totally disabled and the Policy is
in force.  However,  if the disability  begins on or after the rider Anniversary
after the Insured's 60th  birthday,  payment will be credited only for the later
of two years or until the rider Anniversary after the Insured's 65th birthday.

   
                           FEDERAL TAX CONSIDERATIONS

Introduction

        The  following  summary  provides a general  description  of the federal
income tax considerations  associated with the Policy and does not purport to be
complete or to cover all  situations.  This  discussion  is not  intended as tax
advice.  Counsel or other  competent  tax advisors  should be consulted for more
complete information. This discussion is based upon ANLIC's understanding of the
present  federal  income  tax  laws as they  are  currently  interpreted  by the
Internal  Revenue  Service  ("Service").  No  representation  is  made as to the
likelihood  of  continuation  of the present  federal  income tax laws or of the
current interpretations by the Internal Revenue Service.


Tax Status of the Policy

        Section 7702 of the Internal Revenue Code of 1986, as amended  ("Code"),
sets forth a definition of a life  insurance  contract for federal tax purposes.
Although the Secretary of the Treasury  ("Treasury")  is authorized to prescribe
regulations  implementing Section 7702, and while proposed regulations and other
interim  guidance  have been issued,  final  regulations  have not been adopted.
Guidance  as to how Section  7702 is to be applied is  limited.  If a Policy was
determined  not to be a life  insurance  contract for purposes of Section  7702,
such Policy  would not provide the tax  advantages  normally  provided by a life
insurance Policy.

        With respect to a Policy  issued on the basis of a standard  rate class,
ANLIC  believes  (largely  in  reliance  on IRS Notice  88-128 and the  proposed
regulations  under  Section  7702,  issued on July 5,  1991)  that such a Policy
should meet the Section 7702 definition of a life insurance contract, as long as
the Owner does not pay the full amount of premiums permitted under the Policy.


                                       40
<PAGE>


        With respect to a Policy that is issued on a substandard  basis (i.e., a
premium class involving a higher than standard  mortality  risk),  there is less
guidance,  in particular as to how the mortality and other expense  requirements
of Section 7702 are to be applied in determining whether such a Policy meets the
Section 7702  definition  of a life  insurance  contract.  Thus, it is not clear
whether or not such a Policy would  satisfy  Section 7702,  particularly  if the
Owner pays the full amount of premiums permitted under the Policy. An Owner of a
Policy issued on a substandard  basis may, however,  adopt certain  self-imposed
limitations  on the amount of premiums paid for such a Policy which should cause
the Policy to meet the Section 7702 definition of a life insurance contract.  An
Owner  contemplating  the adoption of such  limitations  should do so only after
consulting a tax adviser.

        If it is  subsequently  determined  that the  Policy  does  not  satisfy
Section 7702,  ANLIC may take whatever  steps are  appropriate  and necessary to
attempt to cause such a Policy to comply with Section 7702.  For these  reasons,
ANLIC reserves the right to restrict Policy transactions as necessary to attempt
to qualify it as a life insurance contract under Section 7702.


        Section 817(h) of the Code requires that the  investments of each of the
Sub-accounts  must be  "adequately  diversified"  in  accordance  with  Treasury
regulations  in order for the  Policy to qualify  as a life  insurance  contract
under Section 7702 of the Code  (discussed  above).  ANLIC does not have control
over the Funds or their investments. However, ANLIC believes that the Funds will
be operated in compliance with the  diversification  requirements  prescribed in
Treasury  Regulation ss.  1.817-5,  which affect how the Fund's assets are to be
invested.  Thus,  ANLIC  believes  that the  Policy  will be  treated  as a life
insurance contract for federal tax purposes.

     In   connection   with  the  issuance  of   regulations   relating  to  the
diversification  requirements,  the Treasury  announced that such regulations do
not provide  guidance  concerning  the extent to which  Policyowners  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, ANLIC 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.  ANLIC  believes  that the  Sub-accounts  will,  thus,  meet the
diversification requirement.


        In certain  circumstances,  Owners of variable life insurance  contracts
may be considered the Owners, for federal income tax purposes,  of the assets of
the Sub-accounts used to support their contracts. In those circumstances, income
and gains from the  Sub-account  assets would be includable in the Owner's gross
income.  The IRS has stated in published  rulings that a variable contract Owner
will be  considered  the  Owner of  Sub-account  assets  if the  Contract  Owner
possesses  incidents  of  ownership  in those  assets,  such as the  ability  to
exercise  investment control over the assets.  The Treasury  Department has also
announced,   in  connection   with  the  issuance  of   regulations   concerning
diversification,  that those regulations "do not provide guidance concerning the
circumstances in which investor control of the investments of a segregated asset
account may cause the  investor  (i.e.,  the Owner),  rather than the  insurance
company,  to be  treated  as the  Owner  of the  assets  in the  account."  This
announcement  also stated that guidance would be issued by way of regulations or
rulings on the "extent to which  Policyholders  may direct their  investments to
particular  Sub-accounts  without  being  treated  as Owners  of the  underlying
assets."


                                       41
<PAGE>

        The  ownership  rights under the Policy are similar to, but different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined  that  Policy  Owners  were not  Owners of  Sub-account  assets.  For
example, the Owner has additional flexibility in allocating premium payments and
Policy  values  and  the  investment  objective  of  certain  Portfolios  may be
narrower.  These differences could result in an Owner being treated as the Owner
of a pro rata portion of the assets of the Sub-accounts. In addition, ANLIC does
not know what standards will be set forth, if any, in the regulations or rulings
which the Treasury  Department has stated it expects to issue.  ANLIC  therefore
reserves  the right to modify the Policy as  necessary  to attempt to prevent an
Owner from being  considered  the Owner of a pro rata share of the assets of the
Sub-accounts.

        The following  discussion assumes that the Policy will qualify as a life
insurance contract for federal income tax purposes.



Treatment of Policy Benefits

        In General.  ANLIC  believes that the proceeds and Policy  Account Value
increases  of  a  Policy  should  be  treated  in a  manner  consistent  with  a
fixed-benefit  life insurance Policy for federal income tax purposes.  Thus, the
Death  Benefit  under the Policy should be excluded from the gross income of the
Beneficiary under Section 101(a)(1) of the Code.

        Depending on the  circumstances,  the exchange of a Policy,  a change in
the Policy's Death Benefit Option (i.e., a change from Death Benefit Option A to
Death Benefit  Option B or vice versa),  a Policy loan, a partial  surrender,  a
surrender, the addition of an Accelerated Death Benefit Rider, the receipt of an
Accelerated Death Benefit, a change in ownership, or an assignment of the Policy
may have federal income tax consequences.  In addition, federal, state and local
taxes upon  transfer,  and other tax  consequences  of  ownership  or receipt of
Policy proceeds depend on the circumstances of each Owner or Beneficiary.

        A  Policy   may  also  be  used  in  various   arrangements,   including
non-qualified  deferred  compensation or salary continuation plans, split dollar
insurance  plans,  executive  bonus plans,  retiree  medical  benefit  plans and
others.  The tax consequences of such plans may vary depending on the particular
facts and circumstances of each individual  arrangement.  Therefore,  if you are
contemplating  the use of a Policy in any arrangement the value of which depends
in part on its tax  consequences,  you should be sure to consult a qualified tax
advisor regarding the tax attributes of the particular arrangement.

        Generally, the Owner will not be deemed to be in constructive receipt of
the  Policy  Account  Value,  including  increments  thereof,  until  there is a
distribution.  The tax consequences of distributions  from, and loans taken from
or secured by a Policy depend on whether the Policy is classified as a "Modified
Endowment  Contract."  Whether  a  Policy  is or is  not  a  Modified  Endowment
Contract,  upon a complete  surrender or lapse of a Policy or when  benefits are
paid at a Policy's  maturity  date,  if the amount  received  plus the amount of
indebtedness  exceeds  the total  investment  in the  Policy,  the  excess  will
generally be treated as ordinary income subject to tax.

        Modified Endowment Contracts.  Section 7702A establishes a class of life
insurance contracts designated as "Modified Endowment  Contracts," which applies
to Policies entered into or materially changed after June 20, 1988.


                                       42
<PAGE>


        Due to the Policy's flexibility,  classification as a Modified Endowment
Contract will depend on the individual circumstances of each Policy. In general,
a Policy will be a Modified Endowment Contract if the accumulated  premiums paid
at any time during the first seven  Policy Years exceed the sum of the net level
premiums  which  would  have  been paid on or  before  such  time if the  Policy
provided  for paid-up  future  benefits  after the payment of seven level annual
premiums.  The  determination  of whether a Policy will be a Modified  Endowment
Contract after a material change generally  depends upon the relationship of the
Death  Benefit  and  Policy  Account  Value at the time of such  change  and the
additional  premiums paid in the seven years following the material  change.  At
the time a  premium  is  credited,  which  would  cause  the  Policy to become a
Modified Endowment Contract, ANLIC will notify the Owner that unless a refund of
the excess premium is requested by the Owner,  the Policy will become a Modified
Endowment   Contract.   The  Owner  will  have  30  days  after  receiving  such
notification  to request the refund.  The excess  premium  paid (with either the
4.5%  required  interest  or  positive  Sub-account  earnings,  if any)  will be
returned to the Owner upon receipt by ANLIC of the refund request. The amount to
be refunded will be deducted from the Policy  Account Value in the  Sub-accounts
and in the General  Account in the same  proportion  as the premium  payment was
allocated to such  accounts.  In the event that earnings on such excess  premium
are not at least 4.5%, the premium plus an amount equal to interest at an annual
rate of 4.5% will be returned.

        The rules  relating  to  whether a Policy  will be treated as a Modified
Endowment  Contract are extremely  complex and cannot be fully  described in the
limited  confines of this summary.  Therefore,  a current or  prospective  Owner
should  consult  with  a  competent   advisor  to  determine  whether  a  Policy
transaction  will  cause  the  Policy  to be  treated  as a  Modified  Endowment
Contract.

        Distribution from Policies  Classified as Modified Endowment  Contracts.
Policies  classified  as  Modified  Endowment  Contracts  will be subject to the
following tax rules:  First, all  distributions,  including  distributions  upon
surrender  and partial  surrenders  from such a Policy,  are treated as ordinary
income  subject  to tax up to the  amount  equal to the  excess  (if any) of the
Policy Account Value immediately  before the distribution over the investment in
the Policy (described below) at such time.  Second,  loans taken from or secured
by such a Policy  are  treated  as  distributions  from such a Policy  and taxed
accordingly.  Past due loan  interest  that is added to the loan  amount will be
treated as a loan.  Third, a 10 percent  additional income tax is imposed on the
portion of any  distribution  from,  or loan taken  from or secured  by,  such a
Policy that is included in income except where the  distribution or loan is made
on or after  the  Owner  attains  age 59 1/2,  is  attributable  to the  Owner's
becoming  disabled,  or is part of a  series  of  substantially  equal  periodic
payments for the life (or life  expectancy)  of the Owner or the joint lives (or
joint life expectancies) of the Owner and the Owner's  Beneficiary.  If a Policy
becomes a modified  endowment  contract after it is issued,  distributions  made
during  the  Policy  Year in which it  becomes a  modified  endowment  contract,
distributions in any subsequent Policy Year and  distributions  within two years
before the Policy becomes a modified  endowment  contract will be subject to the
tax treatment described above. This means that a distribution from a Policy that
is  not  a  modified   endowment  contract  could  later  become  taxable  as  a
distribution from a modified endowment contract.


                                       43
<PAGE>


        Distributions   From  Policies  Not  Classified  as  Modified  Endowment
Contracts. Distributions from a Policy that is not a Modified Endowment Contract
are  generally  treated  as  first  recovering  the  investment  in  the  Policy
(described below) and then, only after the return of all such investments in the
Policy, as distributing taxable income. An exception to this general rule occurs
in the case of a decrease in the Policy's Death Benefit or any other change that
reduces  benefits  under the  Policy in the first 15 years  after the  Policy is
issued  and that  results in a cash  distribution  to the Owner in order for the
Policy to continue  complying with the Section 7702  definition  limits.  Such a
cash  distribution  will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in Section 7702.

        Loans  from,  or  secured by a Policy  that is not a Modified  Endowment
Contract are not treated as  distributions.  Instead,  such loans are treated as
indebtedness of the Owner.

        Finally,  neither distributions (including distributions upon surrender)
nor loans from, or secured by a Policy that is not a Modified Endowment Contract
are subject to the 10 percent additional tax.

       Policy Loan Interest. Interest paid on any loan under a Policy may not be
deductible.  A qualified tax advisor  should be consulted  before  deducting any
such interest.

        Investment in the Policy.  Investment in the Policy generally means: (1)
the aggregate amount of any premiums or other  consideration  paid for a Policy,
minus (2) the aggregate  amount received under the Policy which is excluded from
gross income of the Owner  (except that the amount of any loan from,  or secured
by a Policy that is a Modified Endowment Contract,  to the extent such amount is
excluded from gross  income,  will be  disregarded),  plus (3) the amount of any
loan from, or secured by a Policy that is a Modified  Endowment  Contract to the
extent that such amount is included in the gross income of the Owner.

        Multiple Policies.  All Modified Endowment  Contracts that are issued by
ANLIC (or its affiliates) to the same Owner during any calendar year are treated
as one  Modified  Endowment  Contract  for  purposes of  determining  the amount
includable in the gross income under Section 72(e) of the Code.


Special Rules for Pension and Profit-Sharing Plans

        If  Policies  are  purchased  by a trust  forming  part of a pension  or
profit-sharing plan meeting the qualification  requirements of Section 401(a) of
the Code,  various  special  tax  rules  will  apply.  Because  these  rules are
extensive  and  complicated,  it is not  possible to describe  all of them here.
Accordingly,  counsel or other  competent tax advisors  familiar with  qualified
plan matters should be consulted in connection with any such purchase.

        Generally, a Plan Participant on whose behalf a Policy is purchased will
be treated as having annual imputed  income based on a cost of insurance  factor
multiplied  by the Net Amount at Risk under the Policy.  This imputed  income is
reported by the employer to the  employee and the Service  annually and included
in the employee's gross income.  In the event of the death of a Plan Participant
while  covered  by the  plan,  Insurance  Proceeds  paid  to  the  participant's
Beneficiary  generally will not be completely  excludable from the Beneficiary's
gross income under  Section  101(a) of the Code.  Any Death Benefit in excess of
the Policy  Account Value will be  excludable.  The portion of the Death Benefit
equal to the Policy Account Value, however, generally will be subject to federal
income  tax to the  extent  it  exceeds  the  Participant's  "investment  in the
contract" as defined in the Code,  which will  include the imputed  income noted
above.   Special   rules  may  apply  in   certain   circumstances   (e.g.,   to
Owner-employees or Participants who have borrowed from the plan).



                                       44
<PAGE>



        The Service has  interpreted  the plan  qualification  provisions of the
Code to require that non-retirement benefits,  including Death Benefit Proceeds,
payable under a qualified plan be "incidental to" retirement  benefits  provided
by the plan. These interpretations, which are primarily set forth in a series of
Revenue  Rulings issued by the Service,  should be considered in connection with
any purchase of life  insurance  policies to provide  benefits under a qualified
plan.



Possible Charge for ANLIC's Taxes

        At the present  time,  ANLIC makes no charge for any  federal,  state or
local  taxes  (other than the charge for state  premium  taxes) that the Company
incurs that may be attributable to the  Sub-accounts or to the Policies.  ANLIC,
however,  reserves  the right in the future to make  additional  charges for any
such tax or other economic burden resulting from the application of the tax laws
that it determines to be properly  attributable  to the  Sub-accounts  or to the
Policies.  The imposition of such additional  charges will be made in compliance
with  applicable  laws and SEC  regulations.  If any tax charges are made in the
future,  they will be  accumulated  daily and  transferred  from the  applicable
Sub-account to ANLIC's General Account.  Any investment  earnings on tax charges
accumulated in a Sub-account will be retained by ANLIC.


           POLICIES ISSUED IN CONJUNCTION WITH EMPLOYEE BENEFIT PLANS

        Policies may be acquired in  conjunction  with  employee  benefit  plans
("EBS  Policies"),  including the funding of qualified pension plans meeting the
requirements of Section 401 of the Code.


        For EBS  Policies,  the maximum  mortality  rates used to determine  the
monthly Cost of Insurance Charge are based on the  Commissioner's  1980 Standard
Ordinary Mortality Tables. Under these Tables,  mortality rates are the same for
male and female Insureds of a particular  Attained Age and rate class (See, Cost
of Insurance).


        Illustrations  reflecting the premiums and charges for EBS Policies will
be provided upon request to purchasers of such Policies.

        There is no provision for misstatement of sex in the EBS Policies. (See,
Misstatement  of Age or Sex).  Also,  the rates  used to  determine  the  amount
payable  under a  particular  Settlement  Option  will be the  same for male and
female Insureds (See, Settlement Options).


              LEGAL DEVELOPMENTS REGARDING UNISEX ACTUARIAL TABLES

        In 1983,  the United  States  Supreme  Court  held in Arizona  Governing
Committee v. Norris that optional annuity benefits  provided under an employee's
deferred compensation plan could not, under Title VII of the Civil Rights Act of
1964,  vary  between men and women on the basis of sex. In that case,  the Court
applied its  decision  only to benefits  derived from  contributions  made on or
after August 1, 1983. Subsequent decisions of lower federal courts indicate that
in other  factual  circumstances  the  Title  VII  prohibition  of  sex-distinct
benefits may apply at an earlier date. In addition, legislative,  regulatory, or
decisional  authority of some states may prohibit use of sex-distinct  mortality
tables under  certain  circumstances.  The Policies  offered by this  Prospectus
(other than Policies issued in states which require "unisex" policies (currently
Montana) and EBS Policies (See,  Policies  Issued in  Conjunction  with Employee
Benefit Plans) are based upon actuarial tables which distinguish between men and
women and, thus, the Policy provides  different benefits to men and women of the
same age. Accordingly,  employers and employee organizations should consider, in
consultation  with  legal  counsel,  the  impact  of  these  authorities  on any
employment-related  insurance or benefits  program before  purchasing the Policy
and in determining whether an EBS Policy is appropriate.

                                       45
<PAGE>


                                  VOTING RIGHTS

        All of the assets held in the  Sub-accounts of the Variable Account will
be invested in shares of corresponding Portfolios of the Funds. The Funds do not
hold routine  annual  shareholders'  meetings.  Shareholders'  meetings  will be
called  whenever  each Fund  believes  that it is necessary to vote to elect the
Board of Directors of the Fund and to vote upon certain  other  matters that are
required by the 1940 Act to be approved  or  ratified by the  shareholders  of a
mutual  fund.  ANLIC is the legal owner of Fund shares and as such has the right
to vote  upon any  matter  that may be voted  upon at a  shareholders'  meeting.
However,  in accordance with its view of present applicable law, ANLIC will vote
the shares of the Funds at meetings of the  shareholders of the appropriate Fund
or Owner in accordance with instructions  received from Owners. Fund shares held
in each  Sub-account for which no timely  instructions  from Owners are received
will be voted by ANLIC in the same proportion as those shares in that Subaccount
for which instructions are received.

        Each Owner having a voting  interest  will be sent proxy  material and a
form for giving  voting  instructions.  Owners may vote,  by proxy or in person,
only as to the Portfolios  that  correspond to the  Sub-accounts  in which their
Policy  values  are  allocated.  The number of shares  held in each  Sub-account
attributable  to a Policy for which the Owner may  provide  voting  instructions
will be  determined  by dividing the  Policy's  value in that account by the net
asset  value of one share of the  corresponding  Owner as of the record date for
the shareholder meeting. Fractional shares will be counted. For each share of an
Owner for which Owners have no interest,  ANLIC will cast votes,  for or against
any matter, in the same proportion as Owners vote.

        If required by state  insurance  officials,  ANLIC may disregard  voting
instructions  if such  instructions  would  require  shares to be voted so as to
cause a change in the  investment  objectives  or policies of one or more of the
Owners, or to approve or disapprove an investment Policy or investment advice of
one or more of the Owners. In addition,  ANLIC may disregard voting instructions
in favor of  changes  initiated  by an  Owner  or a  Fund's  Board of  Directors
provided that ANLIC's  disapproval of the change is reasonable and is based on a
good faith  determination  that the  change  would be  contrary  to state law or
otherwise  inappropriate,  considering the Portfolio's  objectives and purposes,
and the effect the change would have on ANLIC.  If ANLIC does  disregard  voting
instructions,  it will  advise  Owners of that  action and its  reasons for such
action in the next semi-annual report to Owners.

        Shares of the  Portfolios  may be offered to variable life insurance and
variable annuity separate accounts of life insurance  companies other than ANLIC
that are not  affiliated  with  ANLIC.  ANLIC  understands  that shares of these
Portfolios  also  will be  voted  by such  other  life  insurance  companies  in
accordance  with  instructions  from  their  Owners  invested  in such  separate
accounts.  This will dilute the effect of voting  instructions  of Owners of the
Policies.



                                       46
<PAGE>





                         OFFICERS AND DIRECTORS OF ANLIC

Name and Position(s)         Principal Occupation
With Acacia National         Last Five Years
- ---------------------        ----------------------

Charles T. Nason             President and Chief Executive Officer since June 
Chairman of the Board,       1988; Acacia Life Insurance Company
Chief Executive Officer
and Director

Robert-John H. Sands Senior  Vice President and General Counsel
Senior Vice President,       since 1991 Acacia Life Insurance Company.
General Counsel & Director   

   
Robert W. Clyde              President and Chief Operating Officer since 
President & Chief            November 1998; Executive Vice President, Marketing 
Operating Officer            and Sales from September 1994 until November 1998; 
and Director                 Vice President, Retail Long-Term Care
                             September 1993 until August 1994, Vice President,
                             General Agency July 1991 until August 1993,
                             John Hancock Mutual Life.
    

Paul L. Schneider            Senior Vice President, Chief Financial Officer 
Senior Vice President,       since March 1989 and Chief Investment Officer since
Chief Financial Officer,     April 1997; Acacia Life Insurance Company.
Chief Investment Officer,
and Director

Haluk Ariturk                Senior Vice President, Operations and Chief Actuary
Senior Vice President,       since June 1989, Acacia Life Insurance Company.
Operations and Chief
Actuary and Director

Janet L. Schmidt             Senior Vice President
Senior Vice President        Human Resources since 1994, Acacia
Human Resources              Life Insurance Company

Brian J. Owens               Vice President
Senior Vice President        Acacia Financial Centers
Career Distribution          since February 1994, Acacia Life
                             Insurance Company

R. Larry Mauzy               Senior Vice President since 1998 and
Senior Vice President        Chief Information Officer since 1997,
and Chief Information        Acacia Life Insurance Company
Officer


(1) The principal business address of each person listed is Acacia National Life
Insurance Company, 7315 Wisconsin Avenue, Bethesda, Maryland 20814.

                                       47
<PAGE>


                          DISTRIBUTION OF THE POLICIES

        Applications  for the Policies are  solicited by agents who are licensed
by state insurance authorities to sell ANLIC's variable life insurance policies,
and who are also registered  representatives of The Advisors Group, Inc. ("TAG")
or registered representatives of broker/dealers who have Selling Agreements with
TAG or registered  representatives of broker/dealers who have Selling Agreements
with such broker/dealers. TAG, whose address is 7315 Wisconsin Avenue, Bethesda,
Maryland 20814, is a registered  broker/dealer under the Securities Exchange Act
of 1934 ("1934  Act") and a member of the  National  Association  of  Securities
Dealers, Inc. ("NASD").  TAG is a second tier wholly-owned  subsidiary of Acacia
Life  Insurance   Company  of  Washington,   D.C.  TAG  acts  as  the  principal
underwriter,  as  defined  in the 1940 Act,  of the  Policies  (as well as other
variable life policies)  pursuant to an Underwriting  Agreement with ANLIC.  The
Policies are offered and sold only in those states where their sale is lawful.

        The insurance underwriting and the determination of a proposed Insured's
Rate Class and whether to accept or reject an  application  for a Policy is done
by ANLIC.  ANLIC will refund any  premiums  paid if a Policy  ultimately  is not
issued or will refund the applicable  amount if the Policy is returned under the
Free Look provision.

        Agents are  compensated  for sales of the Policies on a  commission  and
service fee basis and with other forms of compensation.  Agents may also receive
expense  allowances  or  bonuses.  The  agent  may be  required  to  return  the
commissions if a Policy is not continued.


                                 ADMINISTRATION

        ANLIC  has  contracted  with  Financial  Administrative  Services,  Inc.
("FAS"),  having its  principal  place of business at 1290 Silas Deane  Highway,
Wethersfield,  Connecticut  for it to provide ANLIC with certain  administrative
services for the Flexible Premium Variable Life Policies.  Pursuant to the terms
of a Service  Agreement,  FAS will act as  Recordkeeping  Service  Agent for the
policies  and  riders  for an  initial  term of three  years and any  subsequent
renewals  thereof.  FAS under the guidance  and  direction of ANLIC will perform
Administration functions including: issuance of policies for reinstatement, term
conversion,  plan changes and  guaranteed  insurability  options,  generation of
billing  and posting of  premium,  computation  of  valuations,  calculation  of
benefits payable,  maintenance of  administrative  controls over all activities,
correspondence, and data, and providing management reports to ANLIC.

                                       48
<PAGE>


                         PREPARATIONS FOR THE YEAR 2000


        Like other insurance  companies and their separate  accounts,  ANLIC 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.  This issue arose because both  mainframe and PC-based
computer  hardware and software have  traditionally  used two digits to identify
the year.  For example,  the year 1999 is input,  stored and calculated as "99."
Similarly,  the year 2000  would be input,  stored  and  calculated  as "00." If
computers  assume  this  means  1900,  it could  cause  errors in  calculations,
comparisons, and other computing functions.

Like all  insurance  companies,  ANLIC  makes  extensive  use of dates  and date
calculations. We began a corporate-wide Year 2000 (Y2K) project in mid-1997. Our
goal is to ensure that our computer systems continue to operate smoothly with no
service disruptions before, during or after the year 2000.

   
As of December 31, 1998,  ANLIC  continues to make  progress on the plan to make
its  computer  applications  and  operating  systems Y2K  compliant.  Continuous
testing  and  monitoring  throughout  1999 will help ANLIC  continue to meet our
contractual  and  service  obligations  to our  customers.  In  addition  to our
internal  efforts,  ANLIC is working  closely  with  vendors and other  business
partners to confirm that they too are  addressing  Y2K issues on a timely basis.
We except to be fully  compliant by July 31, 1999;  however,  in the event we or
our service providers,  vendors,  financial institutions or others with which we
conduct  business,  fail to be Y2K -  compliant,  there  would  be a  materially
adverse effect on us.
    


                                 POLICY REPORTS


        At least once each  Policy  year a  statement  will be sent to the Owner
describing  the status of the Policy,  including  setting forth the Face Amount,
the current Death Benefit,  any Policy loans and accrued  interest,  the current
Policy Account Value, the General Account Value, indebtedness, the value in each
Sub-account,  premiums paid since the last report,  charges  deducted  since the
last report,  any partial surrenders since the last report, and the current Cash
Surrender  Value.  At the  present  time,  ANLIC  plans  to  send  these  Policy
Statements on a quarterly  basis.  In addition,  a statement will be sent to the
Owner  showing the status of the Policy  following  the transfer of amounts from
one  Sub-account to another,  the taking out of a loan, a repayment of a loan, a
partial surrender and the payment of any premiums  (excluding those paid by bank
draft  which has not  cleared).  An Owner may request  that a similar  report be
prepared at other times.  ANLIC may charge a reasonable  fee for such  requested
reports and may limit the scope and frequency of such requested reports.

        An Owner will be sent a  semi-annual  report  containing  the  financial
statements of the Funds as required by the 1940 Act.


                                STATE REGULATION


                                       49
<PAGE>

        ANLIC  is  subject  to  regulation  and  supervision  by  the  Insurance
Department  of the  Commonwealth  of Virginia  which  periodically  examines its
affairs.  It is also  subject  to the  insurance  laws  and  regulations  of all
jurisdictions  where it is authorized to do business.  A copy of the Policy form
has been filed with and, where required, approved by insurance officials in each
jurisdiction  where the  Policies are sold.  ANLIC is required to submit  annual
statements of its operations,  including financial statements,  to the insurance
departments  of the  various  jurisdictions  in which it does  business  for the
purposes of determining  solvency and compliance  with local  insurance laws and
regulations.


                                     EXPERTS


         The  financial  statements  of the Variable  Account as of December 31,
1998, and for each of the periods  indicated  therein,  and the statutory  basis
financial  statements  of ANLIC as of and for the years ended  December 31, 1998
and 1997, as found in this prospectus have been included herein in reliance upon
the reports of  PricewaterhouseCoopers  LLP, independent accountants,  appearing
elsewhere  herein,  given on the authority of that firm as experts in accounting
and auditing.

        Actuarial  matters  included  in the  prospectus  have been  examined by
Philip  Barlow,  FSA, an actuary of ANLIC,  as stated in his opinion filed as an
exhibit to the Registration Statement.



                                  LEGAL MATTERS

          Matters  of the State of  Virginia  law  pertaining  to the  Policies,
including  ANLIC's  right to issue the Policies and its  qualification  to do so
under applicable laws and regulations issued  thereunder,  have been passed upon
by Ellen Jane Abromson, Legal Officer of ANLIC.


                             ADDITIONAL INFORMATION


        A registration statement has been filed with the SEC, under the 1933 Act
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  Variable  Account,  ANLIC 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.



                                       50
<PAGE>


                           APPENDIX A - ILLUSTRATIONS


        The following  tables  indicate how the account values and Death Benefit
Proceeds  vary with the  investment  experience  of the  Funds  and  differences
between the guaranteed and current costs of the Policy.  The tables show how the
account values and Death Benefit Proceeds of a Policy, issued to an Insured of a
certain age with regular  annual  premiums,  differ over time if the  investment
return on the assets of each  Portfolio were a uniform annual rate of 0%, 8% and
12%. The tables  beginning on page A-2 illustrate a Policy issued to a male, age
35, under a standard non-smoker rate class. The account values and Death Benefit
Proceeds  would be  different  from those shown if the gross  annual  investment
rates of return  averaged  0%, 8% and 12% over a period of years but  fluctuated
above and below those  averages for  individual  Policy  years.  The values also
assume that no loans or partial surrenders are made by the Owner.

        The columns headed  Guaranteed  Charges reflect that throughout the life
of the  Policy the  monthly  charge  for the cost of  insurance  is based on the
maximum level permitted  under the Policy,  a Premium expense charge of 2.25%, a
monthly administrative charge of $27 for the first Policy year and $8 each month
thereafter,  and a daily  charge for  mortality  and  expense  risks equal to an
annual rate of .90% for the first fifteen years.  This charge is then reduced by
 .05% each  year  until it  reaches  .45% in the 25th  year and  thereafter.  The
columns headed Current  Charges assume that,  throughout the life of the Policy,
the monthly cost of insurance is based on the current cost of insurance  rate, a
Premium expense charge of 2.25%, a monthly  administrative charge of $27 for the
first Policy year and $8 each month  thereafter and a daily charge for mortality
and expense risks equal to an annual rate of .90% for the first  fifteen  years.
This charge is then  reduced by .05% each year until it reaches .45% in the 25th
year and thereafter.

        The  amounts  shown in the tables for account  values and Death  Benefit
Proceeds reflect that the net investment  return of the Portfolios is lower than
the gross return listed due to investment  advisory and other fees of the Funds.
The Policy  values  reflect a daily  investment  advisory fee and expenses at an
annual rate of .95% which  represents an average charge for all the  Portfolios.
After a deduction of these amounts,  the illustrated  gross  investment rates of
0%, 8%, and 12% correspond to approximate net annual rates of -1.85%,  6.15% and
10.15% respectively.

        The  hypothetical  values shown in the tables do not reflect any charges
for federal  income  taxes  against  the  Variable  Account,  since ANLIC 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%, 8% and 12% by an amount to cover the tax charges to produce the Death
Benefit   Proceeds   and   account   values   illustrated   (See,   Federal  Tax
Considerations).


        The tables  illustrate  the Policy  values that would  result based upon
hypothetical investment rates and premium payment schedules, if all net premiums
are allocated to the Variable Account and if no Policy loans, partial surrenders
or changes in benefits  are applied  for.  Upon  request,  ANLIC will  provide a
comparable  illustration  based upon the Insured's  age,  sex, rate class,  face
amount or  premium  schedule  requested,  and  additional  benefits.  For unisex
policies,  ANLIC will supply such illustrations  without regard to the Insured's
sex.  ANLIC  reserves  the  right  to  charge a fee not to  exceed  $25 for this
service.




<PAGE>
<TABLE>
<CAPTION>


                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                  ALLOCATOR 2000 FLEXIBLE PREMIUM VARIABLE LIFE
Prepared for: John Doe                                   ANNUAL Premium:       $  1,838
MALE   Age 35    NON-SMOKER         Riders: NONE         Option A Face amount: $250,000
- ---------------------------------------------------------------------------------------

                 0.00 % Hypothetical Gross Annual Rate of Return
- ------------------------------------------------------------------------------------------

                                         Current Charges            Guaranteed Charges
- ------------------------------ ------------------------------------ ----------------------
 End of     Age    Net Annual    Account    Surrender     Death     Surrender   Death
  Year               Outlay       Value       Value      Benefit      Value      Benefit
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
<S>    <C>     <C>      <C>          <C>           <C>     <C>             <C>     <C>    
       1       36       1,838        1,028         477     250,000         477     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       2       37       1,838        2,245       1,693     250,000       1,681     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       3       38       1,838        3,412       2,861     250,000       2,837     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       4       39       1,838        4.528       3.977     250,000       3,941     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       5       40       1,838        5,595       5,044     250,000       4,994     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       6       41       1,838        6,604       6,052     250,000       5,989     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       7       42       1,838        7,553       7,001     250,000       6,925     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       8       43       1,838        8,444       8,076     250,000       7,984     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       9       44       1,838        9,271       9,087     250,000       8,980     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      10       45       1,838       10,033      10,033     250,000       9,908     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      11       46       1,838       10,724      10,724     250,000      10,580     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      12       47       1,838       11,339      11,339     250,000      11,176     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      13       48       1,838       11,877      11,877     250,000      11,693     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      14       49       1,838       12,332      12,332     250,000      12,125     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      15       50       1,838       12,699      12,699     250,000      12,467     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      16       51       1,838       12,974      12,974     250,000      12,715     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      17       52       1,838       13,146      13,146     250,000      12,856     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      18       53       1,838       13,198      13,198     250,000      12,877     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      19       54       1,838       13,117      13,117     250,000      12,760     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      20       55       1,838       12,888      12,888     250,000      12,489     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      25       60       1,838        8,895       8,895     250,000       8,209     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      30       65       1,838            0           0     250,000           0     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      31       66       1,838            0           0           0           0           0
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------

</TABLE>

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 investment rates of return may
be more or less than those  shown and depend on a number of  factors,  including
the  investment  allocations  by an owner and the different  investment  rate of
return for the fund portfolios. The Death Benefit and account value for a policy
would be  different  from those  shown if the actual  investment  rate of return
averaged 0% over a period of years, but fluctuated above or below those averages
for individual policy years. No representation can be made by ANLIC or the funds
that this  hypothetical  investment  rate of return can be achieved  for any one
year or over a period of time.


<PAGE>
<TABLE>
<CAPTION>


                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                  ALLOCATOR 2000 FLEXIBLE PREMIUM VARIABLE LIFE
Prepared for: John Doe                                   ANNUAL Premium:       $  1,838
MALE   Age 35    NON-SMOKER         Riders: NONE         Option A Face amount: $250,000
- -------------------------------------------------------------------------------------------

                 8.00 % Hypothetical Gross Annual Rate of Return
- ------------------------------------------------------------------------------------------

                                         Current Charges            Guaranteed Charges
- ------------------------------ ------------------------------------ ----------------------
 End of     Age    Net Annual    Account    Surrender     Death     Surrender   Death
  Year               Outlay       Value       Value      Benefit      Value      Benefit
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
<S>    <C>     <C>      <C>          <C>           <C>     <C>             <C>     <C>    
       1       36       1,838        1,140         588     250,000         588     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       2       37       1,838        2,567       2,016     250,000       2,003     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       3       38       1,838        4,054       3,503     250,000       3,477     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       4       39       1,838        5,603       5,052     250,000       5,011     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       5       40       1,838        7,218       6,667     250,000       6,609     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       6       41       1,838        8,894       8,343     250,000       8,266     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       7       42       1,838       10,633      10,081     250,000       9,985     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       8       43       1,838       12,439      12,071     250,000      11,952     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       9       44       1,838       14,310      14,310     250,000      13,982     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      10       45       1,838       16,249      16,249     250,000      16,076     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      11       46       1,838       18,255      18,255     250,000      18,049     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      12       47       1,838       20,324      20,324     250,000      20,083     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      13       48       1,838       22,460      22,460     250,000      22,180     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      14       49       1,838       24,663      24,663     250,000      24,339     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      15       50       1,838       26,930      26,930     250,000      26,557     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      16       51       1,838       29,271      29,271     250,000      28,843     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      17       52       1,838       31,681      31,681     250,000      31,192     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      18       53       1,838       34,153      34,153     250,000      33,597     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      19       54       1,838       36,683      36,683     250,000      36,049     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      20       55       1,838       39,264      39,264     250,000      38,543     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      25       60       1,838       52,698      52,698     250,000      51,353     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      30       65       1,838       65,220      65,220     250,000      62,736     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      35       70       1,838       77,180      77,180     250,000      67,621     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      40       75       1,838       90,660      90,660     250,000      54,408     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      45       80       1,838      101,345     101,345     250,000           0           0
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      50       85       1,838      100,048     100,048     250,000           0           0
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      55       90       1,838       51,717      51,717     250,000           0           0
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      58       93       1,838            0           0           0           0           0
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
</TABLE>

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 investment rates of return may
be more or less than those  shown and depend on a number of  factors,  including
the  investment  allocations  by an owner and the different  investment  rate of
return for the fund portfolios. The Death Benefit and account value for a policy
would be  different  from those  shown if the actual  investment  rate of return
averaged 0% over a period of years, but fluctuated above or below those averages
for individual policy years. No representation can be made by ANLIC or the funds
that this  hypothetical  investment  rate of return can be achieved  for any one
year or over a period of time.


<PAGE>
<TABLE>
<CAPTION>


                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                  ALLOCATOR 2000 FLEXIBLE PREMIUM VARIABLE LIFE
Prepared for: John Doe                                   ANNUAL Premium:       $  1,838
MALE   Age 35    NON-SMOKER         Riders: NONE         Option A Face amount: $250,000
- ------------------------------------------------------------------------------------------

                     12.00 % Hypothetical Gross Annual Rate of Return
- ------------------------------------------------------------------------------------------

                                         Current Charges            Guaranteed Charges
- ------------------------------ ------------------------------------ ----------------------
 End of     Age    Net Annual    Account    Surrender     Death     Surrender   Death
  Year               Outlay       Value       Value      Benefit      Value      Benefit
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
<S>    <C>     <C>      <C>          <C>           <C>     <C>             <C>     <C>    
       1       36       1,838        1,196         645     250,000         645     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       2       37       1,838        2,735       2,184     250,000       2,171     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------

       3       38       1,838        4,403       3,851     250,000       3,824     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       4       39       1,838        6,209       5,658     250,000       5,615     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       5       40       1,838        8,171       7,620     250,000       7,557     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       6       41       1,838       10,293       9,742     250,000       9,657     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       7       42       1,838       12,591      12,040     250,000      11,932     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       8       43       1,838       15,084      14,716     250,000      14,580     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       9       44       1,838       17,786      17,602     250,000      17,434     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      10       45       1,838       20,718      20,718     250,000      20,513     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      11       46       1,838       23,897      23,897     250,000      23,649     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      12       47       1,838       27,346      27,346     250,000      27,050     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      13       48       1,838       31,091      31,091     250,000      30,741     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      14       49       1,838       35,160      35,160     250,000      34,748     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      15       50       1,838       39,583      39,583     250,000      39,100     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      16       51       1,838       44,411      44,411     250,000      43,847     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      17       52       1,838       49,682      49,682     250,000      49,028     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      18       53       1,838       55,442      55,442     250,000      54,684     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      19       54       1,838       61,740      61,740     250,000      60,865     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      20       55       1,838       68,638      68,638     250,000      67,627     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      25       60       1,838      114,972     114,972     250,000     112,954     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      30       65       1,838      191,773     191,773     250,000     187,874     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      35       70       1,838      322,567     322,567     374,178     314,643     364,986
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      40       75       1,838      537,955     537,955     575,612     520,271     556,691
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      45       80       1,838      894,036     894,036     938,738     857,683     900,567
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      50       85       1,838    1,471,234   1,471,234   1,544,796   1,392,389   1,462,008
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      55       90       1,838    2,391,212   2,391,212   2,510,773   2,220,081   2,331,085
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      60       95       1,838    3,902,562   3,902,562   3,941,587   3,567,421   3,603,095
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
</TABLE>

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 investment rates of return may
be more or less than those  shown and depend on a number of  factors,  including
the  investment  allocations  by an owner and the different  investment  rate of
return for the fund portfolios. The Death Benefit and account value for a policy
would be  different  from those  shown if the actual  investment  rate of return
averaged 0% over a period of years, but fluctuated above or below those averages
for individual policy years. No representation can be made by ANLIC or the funds
that this  hypothetical  investment  rate of return can be achieved  for any one
year or over a period of time.


<PAGE>

<TABLE>
<CAPTION>


                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                  ALLOCATOR 2000 FLEXIBLE PREMIUM VARIABLE LIFE
Prepared for: John Doe                                   ANNUAL Premium:       $  1,838
MALE   Age 35    NON-SMOKER         Riders: NONE         Option B Face amount: $250,000
- ------------------------------------------------------------------------------------------

                     0.00 % Hypothetical Gross Annual Rate of Return
- ------------------------------------------------------------------------------------------
                                        
                                        Current Charges            Guaranteed Charges
- ------------------------------ ------------------------------------ ----------------------
 End of     Age    Net Annual    Account    Surrender     Death     Surrender   Death
  Year               Outlay       Value       Value      Benefit      Value      Benefit
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
<S>    <C>     <C>      <C>          <C>           <C>     <C>             <C>     <C>    
       1       36       1,838        1,025         474     251,025         474     251,025
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       2       37       1,838        2,238       1,687     252,238       1,674     252,226
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       3       38       1,838        3,398       2,847     253,398       2,823     253,374
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       4       39       1,838        4,505       3,954     254,505       3,918     254,469
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       5       40       1,838        5,560       5,008     255,560       4,958     255,509
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       6       41       1,838        6,553       6,001     256,553       5,937     256,488
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       7       42       1,838        7,483       6,932     257,483       6,854     257,405
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       8       43       1,838        8,352       7,984     258,352       7,890     258,258
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       9       44       1,838        9,152       8,969     259,152       8,859     259,043
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      10       45       1,838        9,884       9,884     259,884       9,757     259,757
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      11       46       1,838       10,541      10,541     260,541      10,394     260,394
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      12       47       1,838       11,116      11,116     261,116      10,950     260,950
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      13       48       1,838       11,609      11,609     261,609      11,421     261,421
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      14       49       1,838       12,014      12,014     262,014      11,803     261,803
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      15       50       1,838       12,326      12,326     262,326      12,088     262,088
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      16       51       1,838       12,539      12,539     262,539      12,274     262,274
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      17       52       1,838       12,642      12,642     262,642      12,347     262,347
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      18       53       1,838       12,620      12,620     262,620      12,293     262,293
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      19       54       1,838       12,456      12,456     262,456      12,093     262,093
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      20       55       1,838       12,136      12,136     262,136      11,732     261,732
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      25       60       1,838        7,622       7,622     257,622       6,943     256,943
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      30       65       1,838            0           0     250,000           0     250,000
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      31       66       1,838            0           0           0           0           0
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
</TABLE>

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 investment rates of return may
be more or less than those  shown and depend on a number of  factors,  including
the  investment  allocations  by an owner and the different  investment  rate of
return for the fund portfolios. The Death Benefit and account value for a policy
would be  different  from those  shown if the actual  investment  rate of return
averaged 0% over a period of years, but fluctuated above or below those averages
for individual policy years. No representation can be made by ANLIC or the funds
that this  hypothetical  investment  rate of return can be achieved  for any one
year or over a period of time.


<PAGE>
<TABLE>
<CAPTION>


                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                  ALLOCATOR 2000 FLEXIBLE PREMIUM VARIABLE LIFE
Prepared for: John Doe                                   ANNUAL Premium:       $  1,838
MALE   Age 35    NON-SMOKER         Riders: NONE         Option B Face amount: $250,000
- ------------------------------------------------------------------------------------------

                     8.00 % Hypothetical Gross Annual Rate of Return
- ------------------------------------------------------------------------------------------

                                         Current Charges            Guaranteed Charges
- ------------------------------ ------------------------------------ ----------------------

 End of     Age    Net Annual    Account    Surrender     Death     Surrender   Death
  Year               Outlay       Value       Value      Benefit      Value      Benefit
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
<S>    <C>     <C>      <C>          <C>           <C>     <C>             <C>     <C>    
       1       36       1,838        1,137         586     251,137         586     251,137
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       2       37       1,838        2,559       2,008     252,559       1,995     252,546
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       3       38       1,838        4,038       3,486     254,038       3,460     254,011
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       4       39       1,838        5,574       5,022     255,574       4,981     255,533
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       5       40       1,838        7,171       6,619     257,171       6,560     257,112
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       6       41       1,838        8,822       8,271     258,822       8,193     258,744
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       7       42       1,838       10,529       9,978     260,529       9,879     260,430
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       8       43       1,838       12,294      11,927     262,294      11,804     262,172
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       9       44       1,838       14,114      13,930     264,114      13,782     263,966
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      10       45       1,838       15,989      15,989     265,989      15,812     265,812
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      11       46       1,838       17,916      17,916     267,916      17,704     267,704
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      12       47       1,838       19,888      19,888     269,888      19,640     269,640
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      13       48       1,838       21,908      21,908     271,908      21,619     271,619
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      14       49       1,838       23,969      23,969     273,969      23,634     273,634
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      15       50       1,838       26,067      26,067     276,067      25,680     275,680
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      16       51       1,838       28,204      28,204     278,204      27,761     277,761
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      17       52       1,838       30,371      30,371     280,371      29,863     279,863
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      18       53       1,838       32,552      32,552     282,552      31,973     281,973
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      19       54       1,838       34,732      34,732     284,732      34,073     284,074
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      20       55       1,838       36,896      36,896     286,896      36,147     286,147
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      25       60       1,838       46,768      46,768     296,768      45,373     295,373
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      30       65       1,838       51,420      51,420     301,420      48,900     298,900
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      35       70       1,838       48,880      48,880     298,880      37,876     287,876
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      40       75       1,838       38,392      38,392     288,392           0           0
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      45       80       1,838        7,636       7,636     257,636           0           0
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      46       81       1,838            0           0           0           0           0
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
</TABLE>

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 investment rates of return may
be more or less than those  shown and depend on a number of  factors,  including
the  investment  allocations  by an owner and the different  investment  rate of
return for the fund portfolios. The Death Benefit and account value for a policy
would be  different  from those  shown if the actual  investment  rate of return
averaged 0% over a period of years, but fluctuated above or below those averages
for individual policy years. No representation can be made by ANLIC or the funds
that this  hypothetical  investment  rate of return can be achieved  for any one
year or over a period of time.


<PAGE>
<TABLE>
<CAPTION>


                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                  ALLOCATOR 2000 FLEXIBLE PREMIUM VARIABLE LIFE
Prepared for: John Doe                                   ANNUAL Premium:       $  1,838
MALE   Age 35    NON-SMOKER         Riders: NONE         Option B Face amount: $250,000
- ------------------------------------------------------------------------------------------

                     12.00 % Hypothetical Gross Annual Rate of Return
- ------------------------------------------------------------------------------------------

                                         Current Charges            Guaranteed Charges
- ------------------------------ ------------------------------------ ----------------------

 End of     Age    Net Annual    Account    Surrender     Death     Surrender   Death
  Year               Outlay       Value       Value      Benefit      Value      Benefit
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
<S>    <C>     <C>      <C>          <C>           <C>     <C>             <C>     <C>    
       1       36       1,838        1,193         642     251,193         642     251,193
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       2       37       1,838        2,727       2,176     252,727       2,162     252,714
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       3       38       1,838        4,385       3,833     254,385       3,806     254,357
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       4       39       1,838        6,176       5,625     256,176       5,582     256,133
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       5       40       1,838        8,116       7,565     258,116       7,501     258,052
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       6       41       1,838       10,208       9,657     260,208       9,571     260,122
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       7       42       1,838       12,465      11,914     262,465      11,803     262,354
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       8       43       1,838       14,904      14,536     264,904      14,396     264,764
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
       9       44       1,838       17,535      17,351     267,535      17,178     267,362
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      10       45       1,838       20,375      20,375     270,375      20,164     270,164
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      11       46       1,838       23,438      23,438     273,438      23,182     273,182
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      12       47       1,838       26,739      26,739     276,739      26,433     276,433
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      13       48       1,838       30,298      30,298     280,298      29,935     279,935
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      14       49       1,838       34,135      34,135     284,135      33,706     283,706
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      15       50       1,838       38,269      38,269     288,269      37,765     287,765
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      16       51       1,838       42,737      42,737     292,737      42,148     292,148
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      17       52       1,838       47,562      47,562     297,562      46,876     296,876
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      18       53       1,838       52,767      52,767     302,767      51,970     301,970
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      19       54       1,838       58,377      58,377     308,377      57,453     307,453
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      20       55       1,838       64,421      64,421     314,421      63,351     313,351
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      25       60       1,838      102,349     102,349     352,349     100,181     350,181
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      30       65       1,838      155,456     155,456     405,456     151,212     401,212
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      35       70       1,838      233,370     233,370     483,370     218,233     468,233
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      40       75       1,838      354,604     354,604     604,604     300,340     550,340
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      45       80       1,838      537,471     537,471     787,471     388,506     638,506
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      50       85       1,838      807,684     804,684   1,057,685     464,815     714,815
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      55       90       1,838    1,189,654   1,189,654   1,439,654     487,271     737,271
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
      60       95       1,838    1,762,950   1,762,950   2,012,950     394,553     644,553
- --------- -------- ----------- ------------ ----------- ----------- ----------- ----------
</TABLE>

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 investment rates of return may
be more or less than those  shown and depend on a number of  factors,  including
the  investment  allocations  by an owner and the different  investment  rate of
return for the fund portfolios. The Death Benefit and account value for a policy
would be  different  from those  shown if the actual  investment  rate of return
averaged 0% over a period of years, but fluctuated above or below those averages
for individual policy years. No representation can be made by ANLIC or the funds
that this  hypothetical  investment  rate of return can be achieved  for any one
year or over a period of time.


<PAGE>


                                  APPENDIX B --

            AUTOMATIC REBALANCING AND DOLLAR COST AVERAGING PROGRAMS


        To  assist  the  Owner in making a  premium  allocation  decision  among
Sub-accounts,  ANLIC offers  automatic  transfer  programs.  These  programs are
designed to meet individual needs of the Owner and are not guaranteed to improve
performance of the Policy.

        The Owner may elect the Automatic  Rebalancing Program which will adjust
values in the Sub-accounts to align with a specific percentage of total value in
the Variable Account. By placing a written allocation election form on file with
ANLIC,   the  Owner  may  have  amounts   automatically   transferred  from  the
Sub-accounts on either a quarterly, semi-annual or annual basis.

        The  Owner  chooses  the  percentages  to be used  under  the  Automatic
Rebalancing  Program. To assist the Owner, TAG  representatives  offer a service
created  by  Ibbotson  Associates  to  match  the  Owner's  risk  tolerance  and
investment objectives with a model Sub-account percentage allocation formula. To
use this service, the Owner first completes a questionnaire about risk tolerance
and Policy performance  objectives.  The TAG  representative  uses the completed
responses to match the Owner's  needs to one of ten different  model  percentage
allocation formulas designed by Ibbotson. The Owner may then elect to follow the
recommended percentage allocation formula, or select a different formula.

        Ibbotson Associates provides a valuable service to an Owner who seeks to
follow the science of asset  allocation.  Some research  studies have shown that
the asset  allocation  decision is the single  largest  determinant of Portfolio
performance.   Asset  allocation   combines  the  concepts  of   asset-liability
management, mean-variance optimization, simulation and economic forecasting. Its
objectives are to match asset classes and strategies to achieve better  returns,
to reduce  volatility and to attain specific goals such as avoidance of interest
rate or market risk.

        As an  alternative,  ANLIC also offers the Owner the option to elect the
Dollar Cost Averaging  Program.  Dollar cost averaging is a long term investment
method that uses periodic premium  allocations from the Money Market Sub-account
to other Sub-accounts.  Under the theory of dollar cost averaging, the Owner may
pursue a strategy of regular  and  systematic  purchases  to take  advantage  of
market value fluctuations. More Sub-account accumulation units will be purchased
when Sub-account unit values are low and fewer units will be purchased when unit
values are high.  There is no guarantee that the Dollar Cost  Averaging  Program
will protect against market loss or improve performance of the Policy.

        The Dollar  Cost  Averaging  Program  provides a valuable  service to an
Owner  who is able to  sustain a long term  transfer  schedule  and who seeks to
avoid the volatility often associated with equity investments.


<PAGE>
Audited Financial Statements


ACACIA NATIONAL VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I

As of December 31, 1998 and the Years Ended
December 31, 1998 and 1997






Report of Independent Accountants..............................................1
Statement of Assets and Liabilities............................................2
Statements of Operations and Changes in Net Assets.......................... 3-4
Notes to the Financial Statements............................................5-9


<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors of Acacia National Life Insurance Company and
Contract Owners of Acacia National Variable Life Insurance Separate Account I


In our opinion,  the  accompanying  statements of assets and liabilities and the
related  statements of operations and changes in net assets present  fairly,  in
all  material  respects,  the  financial  position  of  each  of  the  following
sub-accounts  comprising the Acacia  National  Variable Life Insurance  Separate
Account I (the  Account):  the Social  Money  Market;  Social  Balanced;  Social
Strategic Growth;  Social Managed Growth;  Social Global;  Large Cap Growth; Mid
Cap  Growth;  Small Cap Growth;  S&P 500 Index;  Income;  Growth;  International
Growth;  Aggressive Growth; Hard Assets/Metals;  High Income; Aggressive Growth;
Large Cap Growth;  Balanced;  and Managed  Income  sub-accounts  at December 31,
1998,  and the results of their  operations  and the changes in their net assets
for  each of the  periods  presented,  in  conformity  with  generally  accepted
accounting principles.  These financial statements are the responsibility of the
Account's  management;  our  responsibility  is to  express  an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of  securities  at December  31, 1998 by  correspondence  with the
mutual funds, provide a reasonable basis for the opinion expressed above.



/s/ PricewaterhouseCoopers
Washington, D.C.
April 30, 1999




<PAGE>
<TABLE>
<CAPTION>
                                                   ACACIA NATIONAL VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I

                                                              STATEMENTS OF ASSETS AND LIABILITIES

                                                                       December 31, 1998


                                                Calvert                                         Alger                  Dreyfus
                          -----------------------------------------------------    -------------------------------   --------
                          Social               Social      Social                                                     S & P     
                                                                                                                                
                          Money    Social     Strategic    Managed   Social      Large Cap   Mid Cap    Small Cap    500        
                           Market  Balanced   Growth      Growth      Global      Growth      Growth     Growth      Index    
                          -------- --------  --------    --------    --------    --------    --------   --------   --------   
ASSETS
   Investments,
<S>                       <C>        <C>       <C>         <C>         <C>         <C>         <C>        <C>        <C>        
    identified costs      $693,215   $45,901   $91,089     $125,494    $212,991    $1,993,317  $733,899   $1,909,027 $5,762,900 
                          ========   ========  ========    ========    ========    ========    ========   ========   ========   
   Investments, at market $696,215   $47,148   $87,407     $123,866    $205,166    $2,401,762  $851,023   $2,045,681 $6,667,859 
   
                          ========   ========  ========    ========    ========    ========    ========   ========   ========   
    Number of shares       696,215    22,061     7,860        4,071       9,859      45,129      29,478     46,524    205,039   

                          ========   ========  ========    ========    ========    ========    ========   ========   ========   
   Total and net assets   $696,215   $47,148   $87,407     $123,866    $205,166    $2,401,762  $851,023   $2,045,681 $6,667,859 

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

ACCUMULATION UNITS
   Number of units        598,035      2,990     7,476       7,670      15,712     113,872      50,595    153,159    320,865    
                          ========   ========  ========    ========    ========    ========    ========   ========   ========   

NET ASSET VALUE PER
   ACCUMULATION UNIT
    December 31, 1998       $1.16     $15.77    $11.69      $16.15      $13.06      $21.09      $16.82     $13.36     $20.78    
                          ========   ========  ========    ========    ========    ========    ========   ========   ========   




                         Neuberger & Berman            Strong               Van Eck                         Oppenheimer
                         -------------------    ----------------------------------     ---------------------------------------------
                                             International Aggressive   Hard      Hi     Aggressive  Large Cap               Managed
                         Income      Growth     Growth     Growth   Assets/Metal Income    Growth       Growth      Balanced  Income
                         --------    -------   --------   --------  --------     --------  --------     --------   --------   ------
ASSETS
   Investments, 
<S>                      <C>         <C>        <C>        <C>       <C>       <C>       <C>          <C>        <C>        <C>     
     identified costs    $2,015,570  $1,456,684 $2,581,573 $313,390  $736,929  $381,742  $1,227,608   $2,008,040 $639,056   $276,229
                         ========    =======    ========   ========  ========  ========  ========     ========   ========   ========
   Investments, at market$2,032,827  $1,548,079 $2,412,905 $336,358  $582,277  $371,401  $1,347,548   $2,253,827 $637,896   $275,293
                         ========    =======    ========   ========  ========  ========  ========     ========   ========   ========
    Number of shares     147,093     58,885     274,818     26,443    63,291    33,702    30,059       61,462     31,147     53,768
                         ========    =======    ========   ========  ========  ========  ========     ========   ========   ========
   Total and net assets  $2,032,827  $1,548,079 $2,412,905 $336,358  $582,277  $371,401  $1,347,548   $2,253,827 $637,896   $275,293
                         ========    =======    ========   ========  ========  ========  ========     ========   ========   ========


ACCUMULATION UNITS
   Number of units       173,713     97,419     262,868     28,197    73,721    33,313    95,687      150,216     47,458     24,847
                         ========    =======    ========   ========  ========  ========  ========     ========   ========   ========


NET ASSET VALUE PER
   ACCUMULATION UNIT
    December 31, 1998     $11.70     $15.89       $9.18     $11.93     $7.90    $11.15    $14.08       $15.00     $13.44     $11.08
                         ========    =======    ========   ========  ========  ========  ========     ========   ========   ========



</TABLE>

See notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                                                         ACACIA NATIONAL VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
                                                             STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
                                                                    For the Year Ended December 31, 1998

                                                        Calvert                                     Alger                  Dreyfus
                                  ----------------------------------------------------   -----------------------------    -------
                                  Social                Social     Social                                                 S & P     
                                                                                                                                    
                                  ------     Social     Strategic   Managed   Social     Large Cap Mid Cap     Small Cap   500      
                                  Money
                                  Market      Balanced  Growth     Growth     Global     Growth    Growth     Growth      Index     
                                  -------    -------    -------    --------   --------   -------   --------   --------    -------   
OPERATIONS:
   Investment Income
<S>                               <C>        <C>        <C>        <C>        <C>        <C>       <C>        <C>         <C>       
     Dividends                    $21,621    $3,409     $1,105     $13,549    $15,115    $232,531  $40,068    $173,190    $130,875  
     Mortality and expense charge (4,679)      (308)      (588)       (594)      (990)   (14,481)   (5,140)   (12,562)    (38,276)  
                                  -------    -------    -------    --------   --------   -------   --------   --------    -------   
    Net Investment Income (Loss)  16,942      3,101        517      12,955     14,125    218,050    34,928    160,628     92,599    


   Realized and Unrealized Gains 
  (Losses) on Investments:
     Realized gains (losses)
       from redemption of
       fund shares                    99        611     (2,513)      2,455      1,263    98,690     13,059      4,107     184,713   
     Unrealized appreciation 
      (depreciation)
       of investments              3,000      1,900     (1,616)     (1,025)    (5,285)   297,960    98,503     62,991     729,209   
                                  -------    -------    -------    --------   --------   -------   --------   --------    -------   
    Net Gain (Loss) on Investments 3,099      2,511     (4,129)      1,430     (4,022)   396,650   111,562     67,098     913,922   


      NET INCREASE (DECREASE) IN
      NET ASSETS RESULTING FROM
      OPERATIONS                  20,041      5,612     (3,612)     14,385     10,103    614,700   146,490    227,726     1,006,521 

CAPITAL TRANSACTIONS:
   Transfer of  premium           2,435,827  21,378     40,406      61,132    135,824    1,142,994 399,907    1,136,190   3,962,541 
   Contract terminations          (5,692)      (514)    (1,233)       (726)      (748)   (44,181)   (5,973)   (32,025)    (70,756)  
   Policy account value charges   (178,288)  (7,551)    (11,924)    (9,570)   (15,917)   (253,488) (81,605)   (229,321)   (728,295) 
   Sub-account transfers          (1,942,516) 5,464     17,624      47,443     56,197    53,346     75,357    134,680     469,451   
                                  -------    -------    -------    --------   --------   -------   --------   --------    -------   

      NET INCREASE IN NET
      ASSETS RESULTING FROM
      CAPITAL TRANSACTIONS        309,331    18,777     44,873      98,279    175,356    898,671   387,686    1,009,524   3,632,941 
                                  -------    -------    -------    --------   --------   -------   --------   --------    -------   
    TOTAL INCREASE  IN NET ASSETS 329,372    24,389     41,261     112,664    185,459    1,513,371 534,176    1,237,250   4,639,462 


  NET ASSETS, beginning 
     of the year                  366,843    22,759     46,146      11,202     19,707    888,391   316,847    808,431     2,028,397 
                                  -------    -------    -------    --------   --------   -------   --------   --------    -------   
  NET ASSETS, at end of the year $696,215   $47,148    $87,407    $123,866   $205,166   $2,401,762$851,023   $2,045,681  $6,667,8597

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

UNITS ISSUED AND REDEEMED
   Beginning balance              330,489     1,678      3,703         900      1,788    62,387     24,543     69,933     125,133   
   Units issued                   2,498,903   2,971      5,008       7,984     17,004    78,302     32,437    103,745     230,164   
   Units redeemed                 2,231,357   1,659      1,235       1,214      3,080    26,817      6,385     20,519     34,432    
                                  -------    -------    -------    --------   --------   -------   --------   --------    -------   
   Ending balance                 598,035     2,990      7,476       7,670     15,712    113,872    50,595    153,159     320,865   

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


                                Neuberger & Berman         Strong              Van Eck                         Oppenheimer
                                -------------------   ------------------------------      ------------------------------------------
                                                   Internationl Aggressive  Hard         High   Aggressive Large Cap         Managed
                                Income     Growth     Growth     Growth     Assets/MetalsIncome  Growth    Growth   Balanced  Income
                                --------   --------   -------    -------    -------      ------- --------  -------   -------- ------
OPERATIONS:
   Investment Income
<S>                             <C>        <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>      <C>    
     Dividends                  $58,873    $188,569   $61,955    $3,760    $41,873   $6,494    $13,351   $82,136   $10,963  $14,163
     Mortality and expense 
       charge                   (12,750)    (9,585)   (16,284)   (2,398)   (3,681)   (1,942)    (7,499)  (12,581)   (3,138) (1,297)
                                --------   --------   -------    -------   -------   -------   --------  -------   -------- -------
                                 46,123    178,984    45,671      1,362    38,192     4,552      5,852   69,555      7,825  12,866

   Realized and Unrealized Gains
   (Losses) on Investments:
     Realized gains (losses)
       from redemption of
       fund shares                1,107    (18,723)   (206,240)   5,905    (41,446)  (1,436)    10,354   24,932      1,441  (5,635)
     Unrealized appreciation
      (depreciation)
       of investments            (2,543)    22,943    59,071      8,186    (148,313) (10,716)  118,634   224,336    (4,187)   (740)
                                --------   --------   -------    -------   -------   -------   --------  -------   -------- -------
                                 (1,436)     4,220    (147,169)  14,091    (189,759) (12,152)  128,988   249,268    (2,746) (6,375)



                                 44,687    183,204    (101,498)  15,453    (151,567) (7,600)   134,840   318,823     5,079     6,491

CAPITAL TRANSACTIONS:
   Transfer of  premium       1,329,369    871,047    1,486,174  165,896   420,900   259,644   882,616   1,523,932 521,119   611,261
   Contract terminations        (25,171)   (37,647)   (59,984)   (20,002)  (9,964)   (4,239)   (18,523)  (31,751)   (7,456)  (1,730)
   Policy account value charges(242,262)   (168,569)  (300,970)  (33,574)  (80,244)  (36,935)  (147,580) (263,176) (75,651) (34,114)
   Sub-account transfers         62,371     70,373    102,465       171    149,208   90,767    140,063   101,389   119,867  325,973)
                                --------   --------   -------    -------   -------   -------   --------  -------   --------  -------

  NET INCREASE IN NET
  ASSETS RESULTING FROM
 CAPITAL TRANSACTIONS           1,124,307  735,204    1,227,685  112,491   479,900   309,237   856,576   1,330,394 557,879   249,444
                                --------   --------   -------    -------   -------   -------   --------  -------   --------  -------
 TOTAL INCREASE IN NET ASSETS   1,168,994  918,408    1,126,187  127,944   328,333   301,637   991,416   1,649,217 562,958   255,935

  NET ASSETS, beginning    
       of the year               863,833    629,671   1,286,718  208,414   253,944   $69,764   $356,132  $604,610  $74,938   $19,358
                                 --------   --------   -------    -------   -------   -------   --------  -------   -------- -------
                                
NET ASSETS, at end of the year$2,032,827 $1,548,079 $2,412,905   $336,358  $582,277  $371,401 $1,347,548$2,253,827 $637,896 $275,293
                                ========   ========   =======    =======   =======   =======   ========  =======   ========  =======

UNITS ISSUED AND REDEEMED
   Beginning balance             77,059     45,761    137,912    18,742    22,198     6,274     28,422   49,967      5,836     1,797
   Units issued                 136,118     65,880    201,600    14,670    59,926    33,123     77,765   119,856    48,498    77,960
   Units redeemed                39,464     14,222    76,644      5,215     8,403     6,084     10,500   19,607      6,876    54,910
                                --------   --------   -------    -------   -------   -------   --------  -------   --------   ------
   Ending balance               173,713     97,419    262,868    28,197    73,721    33,313     95,687   150,216    47,458    24,847
                                ========   ========   =======    =======   =======   =======   ========  =======   ========   ======

</TABLE>


See Notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>

                                                  ACACIA NATIONAL VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
                                                      STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
                                                             For the Year Ended December 31, 1997

                                                  Calvert                                   Alger                 Dreyfus
                              ------------------------------------------------   ----------------------------    ---------
                               Social              Social     Social                                              S & P    
                               Money    Social    Strategic   Managed  Social    Large Cap  Mid Cap   Small Cap   500      
                               Market   Balanced    Growth   Growth *  Global *    Growth    Growth     Growth   Index     
                              -------   -------   -------    -------   -------   -------    ------    -------    ------    
OPERATIONS:
   Investment Income
<S>                           <C>       <C>       <C>        <C>       <C>       <C>        <C>       <C>        <C>       
     Dividends                $7,942    $1,565    $4,107     $1,160    $1,968    $5,840     $2,687    $27,461    $43,942   
     Mortality and expense
         charge               (4,111)      (72)     (355)       (28)      (50)   (5,914)    (1,692)   (6,075)    (11,588)  
                              -------   -------   -------    -------   -------   -------    ------    -------    ------    
 Net Investment Income (Loss)  3,831     1,493     3,752      1,132     1,918       (74)      995     21,386     32,354    
 

   Realized and Unrealized 
     Gains (Losses) on
   Investments:
     Realized gains (losses)
     from redemption of
       fund shares               ---       204    (1,773)       100         4    39,995     11,425     9,397     112,714   
     Unrealized appreciation 
       (depreciation)
       of investments            440      (515)   (2,228)      (603)   (2,540)   95,625     15,140    70,132     146,383   
                              -------   -------   -------    -------   -------   -------    ------    -------    ------    
Net Gain (Loss) on Investments   440      (311)   (4,001)      (503)   (2,536)   135,620    26,565    79,529     259,097   
     

      NET INCREASE (DECREASE) IN
      NET ASSETS RESULTING FROM
      OPERATIONS               4,271     1,182      (249)       629      (618)   135,546    27,560    100,915    291,451   

CAPITAL TRANSACTIONS:
   Transfer of  premium       1,288,575  8,418    31,319      7,751    11,238    658,928    209,184   639,497    1,457,795 
   Contract terminations      (30,731)      (2)     (754)       ---       (15)   (6,652)    (1,677)   (5,444)    (9,634)   
   Policy account value 
    charge                   (107,268) (1,871)   (9,269)      (723)   (1,311)   (154,294)  (44,137)  (158,511)  (302,335) 
   Sub-account transfers      (934,230) 12,200     4,603      3,545    10,413    (66,291)   35,378    (171,620)  39,694    
                              -------   -------   -------    -------   -------   -------    ------    -------    ------    

      NET INCREASE IN NET
      ASSETS RESULTING FROM
      CAPITAL TRANSACTIONS    216,346   18,745    25,899     10,573    20,325    431,691    198,748   303,922    1,185,520 
                              -------   -------   -------    -------   -------   -------    ------    -------    ------    
TOTAL INCREASE  IN NET ASSETS 220,617   19,927    25,650     11,202    19,707    567,237    226,308   404,837    1,476,971 
      

      NET ASSETS, 
        beginning of year     146,226  2,832    20,496        ---       ---    321,154    90,539    403,594    551,426   
                              -------   -------   -------    -------   -------   -------    ------    -------    ------    
 NET ASSETS, at end 
     of the year             $366,843  $22,759   $46,146    $11,202   $19,707   $888,391   $316,847  $808,431   $2,028,397
                              =======   =======   =======    =======   =======   =======    ======    =======    ======    

UNITS ISSUED AND REDEEMED
   Beginning balance          138,906      251     1,482        ---       ---    28,351     8,066     38,887     45,236    
   Units issued               1,439,931  1,655     4,603        994     1,939    64,768     26,097    83,058     141,619   
   Units redeemed             1,248,348    228     2,382         94       151    30,732     9,620     52,012     61,722    
                              -------   -------   -------    -------   -------   -------    ------    -------    ------    
   -------------              330,489    1,678     3,703        900     1,788    62,387     24,543    69,933     125,133   
   Ending balance
                              =======   =======   =======    =======   =======   =======    ======    =======    ======    



                                Neuberger & Berman                  Strong                     Van Eck 
                                -----------------  --------------------------------------------------  
                                                                     Internationl Aggressive Hard      
                                Income    Growth   Income **  Balance ** Growth     Growth Assets/Metal
                                -------   -------  -------  -------    -------    ------    -------    
OPERATIONS:
   Investment Income
<S>                             <C>       <C>        <C>    <C>       <C>                  <C>         
     Dividends                  $20,653   $23,873    $359   $6,377    $8,037       ---     $5,120      
     Mortality and expense 
       charge                    (4,295)   (3,395)     (49)    (516)   (8,011)    ($1,084)  (1,655)    
                                --------   -------  -------  -------   -------    ------    -------    
    Net Investment Income (Loss) 16,358    20,478      310    5,861        26     (1,084)    3,465     

   Realized and Unrealized Gains 
   (Losses) on Investments:
     Realized gains (losses) 
       from redemption of
       fund shares               1,905    16,065      (38)  11,629    (3,230)    5,524      2,494      
     Unrealized appreciation 
       (depreciation)
       of investments           15,273    59,454       52    2,621    (230,017)  12,920    (10,841)    
                              --------   -------  -------  -------   -------    ------    -------     -
      Net Gain (Loss) on
      Investments               17,178    75,519       14   14,250    (233,247)  18,444    (8,347)     

      NET INCREASE (DECREASE) IN
      NET ASSETS RESULTING FROM
      OPERATIONS                33,536    95,997      324   20,111    (233,221)  17,360    (4,882)     

CAPITAL TRANSACTIONS:
   Transfer of  premium         573,088   436,222   3,119   57,796    999,117    133,826   187,675     
   Contract terminations        (6,482)   (4,506)     (75)     (70)   (9,908)    (1,071)   (2,030)     
   Policy account value charges (112,059) (88,567) (1,282)  (13,450)  (209,009)  (28,281)  (43,175)    
   Sub-account transfers        170,258    9,415   (11,996) (151,467) 296,376    9,619     28,359      
                                -------   -------  -------  -------   -------    ------    -------     

      NET INCREASE IN NET
      ASSETS RESULTING FROM
      CAPITAL TRANSACTIONS      624,805   352,564  (10,234) (107,191) 1,076,576  114,093   170,829     
                              ----------   -------  -------  -------   -------    ------    -------    
      TOTAL INCREASE  IN
        NET ASSETS              658,341    448,561  (9,910)  (87,080)  843,355    131,453   165,947    

      NET ASSETS,
        beginning of year       205,492   181,110   9,910   87,080    443,363    76,961    87,997      
                               ---------   -------  -------  -------   -------    ------    -------    
      NET ASSETS, at end 
       of the year             $863,833   $629,671     $0       $0    $1,286,718 $208,414  $253,944    
                                =======   =======  =======  =======   =======    ======    =======     

UNITS ISSUED AND REDEEMED
   Beginning balance            19,571    16,990      984    7,816    39,763     7,708      7,560      
   Units issued                 84,591    46,395      677   11,884    132,459    17,417    22,271      
   Units redeemed               27,103    17,624    1,661   19,700    34,310     6,383      7,633      
                                -------   -------  -------  -------   -------    ------    -------     
   Ending balance               77,059    45,761        0        0    137,912    18,742    22,198      




                                                 Oppenheimer                                
                                   ------------------------------------------------------       
                                High     Aggressive Large Cap              Managed             
                               Income *  Growth *   Growth *  Balanced *  Income *             
                                -------   -------    -------    -------    -------            
OPERATIONS:                                                                                     
   Investment Income                                                                            
<S>                             <C>                               <C>        <C>                
     Dividends                  $2,165       ---        ---       $267       $765               
     Mortality and expense                                                                      
       charge                     (248)   ($1,370)   ($2,354)     (272)      ($45)              
                                -------   -------    -------    -------    -------              
    Net Investment Income (Loss  1,917    (1,370)    (2,354)        (5)       720               
                                                                                                
   Realized and Unrealized Gain                                                                 
   (Losses) on Investments:                                                                     
     Realized gains (losses)                                                                    
       from redemption of                                                                       
       fund shares                270     4,036      2,729      1,288          4                
     Unrealized appreciation                                                                    
       (depreciation)                                                                           
       of investments             375     1,306     21,451      3,027       (196)               
                              -------    ------    -------    -------    -------                
      Net Gain (Loss) on                                                                        
      Investments                 645     5,342     24,180      4,315       (192)               
                                                                                                
      NET INCREASE (DECREASE) I                                                                 
      NET ASSETS RESULTING FROM                                                                 
      OPERATIONS                2,562     3,972     21,826      4,310        528                
                                                                                                
CAPITAL TRANSACTIONS:                                                                           
   Transfer of  premium        33,885    173,578    292,342    44,808     15,617                
   Contract terminations          (49)   (2,392)    (4,210)       (10)        (5)               
   Policy account value charges(6,479)   (35,746)   (61,426)   (7,100)    (1,165)               
   Sub-account transfers       39,845    216,720    356,078    32,930      4,383                
                               -------   -------    -------    -------    -------               
                                                                                                
      NET INCREASE IN NET                                                                       
      ASSETS RESULTING FROM                                                                     
      CAPITAL TRANSACTIONS     67,202    352,160    582,784    70,628     18,830                
                              - -------   -------    -------    -------    -------              
      TOTAL INCREASE  IN                                                                        
        NET ASSETS              69,764    356,132    604,610    74,938     19,358               
                                                                                                
      NET ASSETS,                                                                               
        beginning of year         ---       ---        ---        ---        ---                
                                -------   -------    -------    -------    -------              
      NET ASSETS, at end                                                                        
       of the year             $69,764   $356,132   $604,610   $74,938    $19,358               
                               =======   =======    =======    =======    =======               
                                                                                                
UNITS ISSUED AND REDEEMED                                                                       
   Beginning balance              ---       ---        ---        ---        ---                
   Units issued                 7,955    36,728     59,904      7,354      2,265                
   Units redeemed               1,681     8,306      9,937      1,518        468                
                               -------   -------    -------    -------    -------               
   Ending balance               6,274    28,422     49,967      5,836      1,797                
                                                                 



    *  From Sub-account inception, May, 1997.
    ** Sub-account closed November, 1997.

See Notes to financial statements.
</TABLE>

<PAGE>


ACACIA NATIONAL VARIABLE LIFE INSURANCE SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS


December 31, 1998 and 1997

NOTE 1 - ORGANIZATION AND DESCRIPTION OF OPERATIONS

The Acacia  National  Variable Life Insurance  Separate  Account I (the Account)
began  operations on December 1, 1995 as a separate  investment  account  within
Acacia  National Life Insurance  Company (the Company) to receive and invest net
premiums  paid under a flexible  premium  variable  life  insurance  policy (the
Policy).  The Policy allows for flexible  premium  deposits,  as payments may be
made with varying amounts and frequency within stated  limitations.  The primary
purpose of the policy is to provide life  insurance  protection  in the event of
the insured's death.

The Company is a member of the Acacia Group which includes Acacia Life Insurance
Company (known prior to June 30, 1997 as Acacia Mutual Life  Insurance  Company)
and its other wholly-owned subsidiaries: Acacia Financial Corporation (AFCO) and
its  subsidiaries,  Acacia Federal Savings Bank F.S.B.,  Calvert Group, Ltd. and
The Advisors  Group,  Inc.  Effective  January 1, 1999,  the Company's  ultimate
parent,  Acacia Mutual Holding Corporation,  merged with Ameritas Mutual Holding
Company to create  Ameritas  Acacia Mutual  Holding  Company. 

Assets of the Account are the  property of the  Company.  However,  those assets
attributable to the policies are not chargeable with liabilities  arising out of
any other  business which the Company may conduct.  The Account  operates and is
registered as a unit investment trust under the Investment  Company Act of 1940.
The net assets  maintained in the Account  attributable to the policies  provide
the base for the periodic  determination of the increased or decreased  benefits
under the policies.

NOTE 2 - SEPARATE ACCOUNT ASSETS

As of December 31, 1998, the Account has nineteen  separate  sub-accounts  which
are invested as directed by the contract owner. The Account  purchases shares of
each of the sub-accounts  subject to the terms of the  Participation  Agreements
between the Company and the sub-accounts. Shares of each sub-account are offered
at a price equal to their  respective net asset values per share,  without sales
charge,  which  represents their fair value.  Calvert Asset Management  Company,
Inc., an  indirectly  wholly-owned  subsidiary of AFCO,  serves as an investment
advisor to the Calvert Variable Series Inc. Calvert Social Money Market, Calvert
Social Small Cap, Calvert Social Mid Cap and Calvert Social International Equity
Portfolios.  The Advisors  Group,  Inc. acts as a principal  underwriter  of the
policies pursuant to an underwriting agreement with the Company.

In addition to the nineteen  separate  sub-accounts,  a contract  owner may also
allocate  net  premiums to the General  Account,  which is part of the  Company.
Because of  exclusionary  provisions,  interests in the General Account have not
been  registered as securities  under the Securities Act of 1933 and the General
Account has not been  registered as an investment  company under the  Investment
Company Act of 1940.

                                       5

<PAGE>


The  sub-accounts  and the respective  portfolios in effect during 1998 and 1997
were as follows:


     Sub-Account                            Portfolio Invested

                                       Calvert Variable Series, Inc.:
Social Money Market                       - Calvert Social Money Market
Social Balanced                           - Calvert Social Balanced
Social Strategic Growth                   - Calvert Small Cap Growth
Social Managed Growth                     - Calvert Mid Cap Growth
Social Global                             - Calvert Social International Equity


                                       Alger American:
Large Cap Growth                          - Growth
Mid Cap Growth                            - Mid Cap Growth
Small Cap Growth                          - Small Capitalization



S & P 500 Index                       Dreyfus Stock Index



                                      The Neuberger & Berman Advisers

                                         Management Trust:
Income                                   - Limited Maturity Bond
Growth                                   - Growth



                                      Strong:

Income (closed November, 1997)                   - Advantage Fund II
Balance (closed November 1997)                   - Asset Allocation Fund II
International Growth                             - International Stock Fund II
Aggressive Growth                                - Discovery Fund II



Hard Assets / Metals                 Van Eck Worldwide Hard Assets Fund



                                     Oppenheimer Variable Account Funds:

High Income                             - High Income Fund
Aggressive Growth                       - Aggressive Growth Fund
Large Cap Growth                        - Growth Fund
Balanced                                - Growth & Income Fund
Managed Income                          - Strategic Bond Fund

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Account in the  preparation  of the  financial  statements  in
conformity with generally accepted accounting principles.
                                       6
<PAGE>

Use of Estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Investments Valuation

Investments  are  stated at  market  value  based on the net asset  value of the
underlying  investment  in each of the  respective  funds.  Net asset values are
based upon market quotations of the securities held in each of the corresponding
portfolios of the sub-accounts.

Accounting for Investments

Investment  transactions are accounted for on the trade date. Dividend income is
recorded on the ex-dividend date. However,  dividends of $30,157 for the S&P 500
Index  sub-account and $21,938 for the  International  Growth  sub-account  were
received in 1997 and recorded in 1998. All affected  policyholder  accounts were
adjusted.  Identified  cost is the basis  followed  in  determining  the cost of
investments sold for financial statement purposes.

Federal Income Taxes

The  operations of the Account are taxed as part of the total  operations of the
Company.  The Company is taxed as a life  insurance  company  under the Internal
Revenue Code.  Under existing law, no taxes are payable on investment  income or
realized capital gains of the Account.

NOTE 4 - RELATED PARTY TRANSACTIONS

The following  charges are deducted by the Company from the Account's net assets
attributed to each policy:

        Premium Expense Charge:  Premiums are reduced by a charge equal to 2.25%
        of each premium to compensate the Company for expenses  associated  with
        state premium taxes of the policy.

        Policy Account Value  Charges:  The policy account value will be reduced
        by a monthly deduction equal to the sum of the cost of insurance charge,
        the cost of any  optional  insurance  benefits  added  by a rider  and a
        monthly  administrative  charge  equal to $27 per  month  for the  first
        policy year and $8 each month  thereafter.  The cost of  insurance  will
        vary  based upon a number of factors  including  the face  amount of the
        policy,  issue age, attained age and rate class of the insured.

                                       7
<PAGE>


        Surrender  Charges:  A  surrender  charge  will  be  assessed  at 30% of
        premiums  received up to target  premium,  as defined in the prospectus,
        for years 1-7 decreasing to 10% per year until reaching zero in year 10.
        Partial  Surrender  Charges:  During the surrender charge period for the
        policy,  there will be a charge for a partial  surrender  equal to 8% of
        the amount withdrawn or $25, whichever is greater.

        Mortality and Expense  Charge:  A charge not to exceed an annual rate of
        0.90%  for  years  1-15,  decreasing  0.05%  per year  for  years 16 and
        thereafter until the annual rate reaches 0.45%, of the average daily net
        asset value of the Account  applicable to policies issued when each rate
        was in effect.  These  charges are deducted by the Company in return for
        its assumption of expenses arising from adverse mortality experience and
        excess administrative expenses in connection with the policies issued. 

        In addition,  contract owners  bear  the investment  management fees and
        other expense incurred by the Portfolios.

NOTE 5 - PURCHASES AND SALES

The cost of purchases and proceeds  from sales for the two years ended  December
31,1998 and 1997 for the sub-accounts are as follows:
<TABLE>
<CAPTION>

                                               1998                           1997

                                Cost of         Proceeds       Cost of       Proceeds
          Portfolio            Purchases       from Sales     Purchases     from Sales

<S>                              <C>             <C>           <C>            <C>       
Social Money Market              $4,185,204      $3,896,304    $1,576,665     $1,356,488

Social Balanced                      51,740          33,038        23,228          2,786

Social Strategic Growth              78,508          33,784        56,820         28,943

Social Managed Growth               127,123          29,458        12,865          1,060

Social Global                       240,225          65,864                        1,653
                                                                   23,900

Large Cap Growth                  1,864,992         982,710       850,686        379,075

Mid Cap Growth                      584,631         203,243       323,556        112,388

Small Cap Growth                  1,631,408         627,108       903,714        569,009

S & P 500 Index                   5,617,144       2,023,527     2,121,116        790,528

Income                            2,037,878         924,304       938,144        295,076

Growth                            1,234,849         508,941       600,065        210,959

Income (closed November, 1997)          ---             ---         7,191         17,186


Balance (closed November, 1997)         ---             ---       147,277        236,665


International Growth              2,493,460       1,278,861     1,446,217        372,845

Aggressive Growth                   217,294         107,216       184,328         65,795

Hard Assets / Metals                697,333         220,301       267,866         91,078

High Income                         438,229         130,891        87,229         17,840

Aggressive Growth                 1,253,149         403,757       456,233        101,407

Large Cap Growth                  2,059,836         741,995       700,305        117,146

Balanced                            759,594         206,440        89,341         17,430

Managed Income                      943,259         695,512        24,834          5,280

</TABLE>

                                       8
<PAGE>


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

Audited Financial Statements (Statutory Basis)




ACACIA NATIONAL LIFE INSURANCE COMPANY




December 31, 1998 and 1997



Report of Independent Accountants...........................................1
Statements of Financial Condition...........................................2
Statements of Operations and Changes
   in Capital and Surplus...................................................3
Statements of Cash Flow.....................................................4
Notes to Financial Statements............................................5-16


<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
Acacia National Life Insurance Company


We have audited the accompanying  statutory statements of financial condition of
Acacia National Life Insurance Company (the Company) as of December 31, 1998 and
1997, and the related statutory  statements of operations and changes in capital
and surplus, and cash flow, for the years 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 audits 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.

As described more fully in Note 2 to the financial  statements,  these financial
statements were prepared in conformity with accounting  practices  prescribed or
permitted  by the  Bureau of  Insurance,  State  Corporation  Commission  of the
Commonwealth  of  Virginia,  which  practices  differ  from  generally  accepted
accounting principles.  The effects on the financial statements of the variances
between the statutory  basis of accounting  and  generally  accepted  accounting
principles are material.

In our opinion,  because of the effects of the matter discussed in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of the Company as of December 31, 1998 and 1997 or the results of its operations
or its cash flow for the years then ended.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the admitted  assets,  liabilities,  and surplus of the
Company as of December 31, 1998 and 1997,  and the results of its operations and
its cash flow for the years then ended, on the basis of accounting  described in
Note 2.

/s/ PricewaterhouseCoopers LLP
Washington, D.C.
March 31, 1999
                                       1
<PAGE>

ACACIA NATIONAL LIFE INSURANCE COMPANY
Statements of Financial Condition (Statutory Basis)

                                                         December 31,
                                                    1998              1997
                                                 ---------           -------
                                               ---------------------------------
                                                        (In thousands)
ASSETS
Debt securities                                $     556,127      $     570,348
Equity securities                                      2,323              2,373
Mortgage loans                                              ---           5,031
Policy loans                                           7,579              8,100
Cash and cash equivalents                             13,678              6,737
Accrued investment income                              9,775              9,992
Separate account assets                               73,334             31,095
Other assets                                           3,252              2,820
                                               --------------     --------------
         Total Assets                          $     666,068      $     636,496
                                               ==============     ==============


LIABILITIES
Insurance and annuity reserves                 $     483,126      $     508,884
Deposit administration contracts and other
    deposit reserves                                  25,949             26,459
Other policyowner funds                               36,116             28,666
Policy claims                                          2,113              3,143
Interest maintenance reserve                           3,202              2,587
Asset valuation reserve                                5,513              5,188
Separate account liabilities                          73,334             31,095
Other liabilities                                      5,025             (2,032)
                                               --------------     --------------
         Total Liabilities                           634,378            603,990

CAPITAL AND SURPLUS
Preferred stock, 8% non-voting,
   non-cumulative, $1,000 par value,
     10,000 shares authorized; 6,000 
    shares issued and outstanding                     6,000              6,000
Common stock, $170 par value;
   15,000 shares authorized
     issued and oustanding                            2,550              2,550
Gross paid-in surplus                                13,450             13,450
Surplus                                               9,690             10,506
                                              --------------     --------------
         Total Capital and Surplus                   31,690             32,506
                                              --------------     --------------
         Total Liabilities and
              Capital and Surplus             $     666,068      $     636,496
                                              ==============     ==============



See notes to financial statements.

                                        2
<PAGE>
ACACIA NATIONAL LIFE INSURANCE COMPANY
Statements of Operations and Changes in Capital and Surplus (Statutory Basis)

                                                         For the Years Ended
                                                            December 31,
                                                        1998             1997
                                                      ---------   --------------
                                                   -----------------------------
                                                           (In thousands)
INCOME
Premiums and annuity considerations                $     63,318      $   59,646
Net investment income                                    46,305          47,774
Supplementary contracts                                   6,221          16,809
Other income                                              1,412           1,042
                                                   -------------     -----------
                                                        117,256         125,271
BENEFITS AND EXPENSES
Benefits for policyholders and beneficiaries:
    Benefit payments, surrenders, and withdrawals        83,190         108,148
    Decrease in insurance and annuity reserves          (18,427)        (21,269)
    Change in deposit administration funds                 (510)            800
                                                   -------------     -----------
                                                         64,253          87,679
Commissions to managing directors
    and account managers                                  7,353           5,202
Net transfers to separate accounts                       30,725          20,387
Operating expenses allocated from Acacia Life            16,343          12,724
Other operating expenses and taxes                        1,201           1,247
                                                   -------------     -----------
                                                        119,875         127,239
                                                   -------------     -----------
    Net (Loss) from Operations Before Federal
         Income Taxes and Realized Capital Losses        (2,619)         (1,968)

Federal income tax benefit                                1,822           2,511
                                                   -------------     -----------

         Net Gain (Loss) from Operations Before
         Realized Capital Gains (Losses)                   (797)            543

Realized Capital Gains (Losses)
Net realized capital gains                                1,516           1,183
Capital gains taxes                                        (760)           (521)
Transferred to interest maintenance reserve                (965)           (516)
                                                   -------------     -----------
         Net Realized Capital Gains (Losses)               (209)            146

                                                   -------------     -----------
         Net Income (Loss)                               (1,006)            689

Capital and surplus, beginning of year                   32,506          29,641
Change in valuation basis of reserves                      (120)           (119)
Change in asset valuation reserve                          (325)            524
Change in net unrealized capital gains                      (49)            495
Change in non-admitted assets                               684           1,276
                                                      ==========      ---------
         Capital and Surplus, End of Year          $     31,690      $   32,506
                                                      ==========      ==========

See notes to financial statements.

                                        3

<PAGE>
ACACIA NATIONAL LIFE INSURANCE COMPANY
Statements of Cash Flow (Statutory Basis)


                                                           For the Years Ended
                                                               December 31,
                                                            1998           1997
                                                         -----------  ----------
OPERATING ACTIVITIES                                             (In thousands)
Premiums and annuity considerations                   $    63,318    $   59,646
Other premiums, considerations and deposits                 8,176        18,976
Net investment income received                             44,953        47,368
Benefits paid to policyholders                            (13,297)      (10,980)
Commissions and other expenses paid                       (23,804)      (20,698)
Surrender benefits and other fund withdrawals paid        (71,062)      (96,822)
Net transfers to separate accounts                        (34,192)      (22,815)
Federal and state income taxes received (paid) 
   (excluding tax on capital gains)                         2,596        (1,093)
                                                         ---------      --------
         Net Cash (Used In) Operating Activities          (23,312)      (26,418)

INVESTING ACTIVITIES
Proceeds from investments sold, matured or repaid:
    Bonds                                                 178,064        68,392
    Equities                                                  ---           756
    Mortgage loans                                          5,031            16
    Partnership and other interests                            77           240
    Tax payments on net capital gains                        (760)          ---
Cost of investments acquired:
    Bonds                                                (161,139)      (40,619)
    Mortgage loans                                            ---        (5,000)
    Partnership and other interests                           (30)       (1,158)
Net change in policy loans and premium notes                  522            (9)
                                                         ---------      --------
         Net Cash Provided By Investing Activities         21,765        22,618

FINANCING ACTIVITIES Cash provided (used):
    Net other provisions (uses)                             8,488        (1,862)
                                                         ---------      --------
      Net Cash Provided By (used in) Financing Activities   8,488        (1,862)

      Increase (Decrease) in Cash and Cash Equivalents      6,941        (5,662)

      Cash and Cash Equivalents, Beginning of Year          6,737        12,399
                                                        ---------      --------

      Cash and Cash Equivalents, End of Year          $    16,678    $    6,737
                                                         =========      ========


See notes to financial statements

                                        4

<PAGE>

ACACIA NATIONAL LIFE INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS

December 31, 1998 and 1997

NOTE 1 - ORGANIZATION AND DESCRIPTION OF OPERATIONS

Acacia  National  Life  Insurance   Company  (the  Company)  is  a  wholly-owned
subsidiary of Acacia Life Insurance  Company (Acacia Life),  known prior to June
30, 1997 as Acacia Mutual Life Insurance Company.  Acacia Life is a wholly-owned
subsidiary of Acacia  Financial Group, Ltd (AFG) which is wholly owned by Acacia
Mutual Holding  Corporation (AMHC). AMHC and AFG were formed in 1997 pursuant to
a plan of  reorganization  whereby  Acacia  Life  became a stock life  insurance
company.  AMHC and its wholly-owned  subsidiaries are collectively  known as The
Acacia Group (the Group).  Other members of the Group include  Acacia  Financial
Corporation and its  subsidiaries,  Acacia Federal Savings Bank,  Calvert Group,
Ltd. and The Advisors Group, Inc.

The Company  underwrites and markets  deferred and immediate  annuities and life
insurance  products  within the United  States and is  licensed to operate in 46
states and the District of Columbia.  On December 1, 1995 and September 9, 1996,
respectively,  operations began for the Acacia National  Variable Life Insurance
Separate  Account I and Acacia National  Variable  Annuity  Separate  Account II
which are separate investment accounts within the Company.

NOTE 2 - SIGNIFICANT ACCOUNTING PRACTICES

The Company, domiciled in Virginia,  prepares its statutory financial statements
in accordance with statutory  accounting practices (SAP) prescribed or permitted
by the Bureau of Insurance,  State Corporation Commission of the Commonwealth of
Virginia.  Prescribed  statutory  accounting  practices  include  a  variety  of
publications of the National Association of Insurance  Commissioners  (NAIC), as
well as state laws,  regulations,  and general  administrative rules.  Permitted
statutory  accounting  practices  encompass  all  accounting  practices  not  so
prescribed.  Such  practices  vary, in some respects,  from  generally  accepted
accounting   principles  (GAAP).  The  significant  statutory  basis  accounting
practices followed by the Company are described below.

The  preparation  of the  financial  statements  in  conformity  with  statutory
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.


                                       5


<PAGE>


ACACIA NATIONAL LIFE INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS

In general,  the SAP basis of accounting varies in certain respects from GAAP in
that:

X    Acquisition  costs incurred at policy  issuance,  such as  commissions  and
     other costs incurred in connection with acquiring new business, are charged
     to  expense  in the year in which  they are  incurred,  rather  than  being
     deferred and amortized over the periods benefited.

X    Certain assets designated as  "non-admitted"  are excluded from the balance
     sheets by a direct charge to unassigned surplus.

X    The asset  valuation  reserve  and  interest  maintenance  reserve  are not
     recorded for GAAP purposes.

X    Federal income taxes are computed in accordance  with those sections of the
     Internal Revenue Code applicable to life insurance  companies and are based
     solely on currently taxable income. Under GAAP, the recognition of deferred
     tax  liabilities  and  assets  is  required  for the  expected  future  tax
     consequences  of temporary  differences  between the  carrying  amounts for
     financial  statement  purposes  and the  tax  basis  of  other  assets  and
     liabilities.

X    The liability  for policy  reserves is based on statutory  assumptions  for
     interest and mortality without  considerations of withdrawals,  rather than
     assumptions  for  interest,  mortality  and  withdrawals  based  on  actual
     experience.

X    Premiums for universal life, single premium non-life  contingent  immediate
     annuity and single  premium  deferred  annuity  contracts  are  reported as
     premium income or fund deposits rather than additions to liabilities.

X    Reinsurance ceded to other companies is reported on a net basis for premium
     revenue, benefits and underwriting, acquisition and insurance expenses, and
     policy  reserves  and  accruals.  Under  GAAP,  policy  reserves  and claim
     liabilities  ceded  are  reported  separately  in the  balance  sheet  as a
     reinsurance recoverable asset.

X    Debt  securities are generally  carried at amortized cost,  whereas,  under
     GAAP,  investments  in debt  securities  are  stated at  amortized  cost or
     current  market  values  depending on the  classification  pursuant to FASB
     Statement No. 115,  Accounting  for Certain  Investments in Debt and Equity
     Securities.  Any difference  between cost and current market values of debt
     securities classified as available-for-sale, net of deferred income

                                       6
<PAGE>

     taxes or benefit and related deferred acquisition cost effects, is reported
     as  other  comprehensive   income.   Trading  securities  consist  of  debt
     securities  purchased  with the  intent  to resell in the near term and are
     reported at fair value.  Unrealized gains and losses on trading  securities
     are credited or charged to net investment income.

The impact of the differences between SAP and GAAP basis reporting on Net Income
and Capital and Surplus is as follows:
                                            1998                     1997     
($ in thousands                        Net        Capital       Net     Capital
                                      Income    And Surplus  Income  And Surplus
As reported under SAP               $ (1,006)   $ 31,690     $ 689   $ 32,506
Adjustments:
   Deferred policy acquisition costs   2,874      58,017       (66)    53,937
   AVR and IMR                           615       8,715       357      7,775
   Deferred Federal income tax          (732)    (20,077)   (2,372)   (19,561)
   Net policyholder liabilities       (1,601)    (11,291)      731     (9,813)
   Investments                           (59)     20,013        --     22,521
   Other                                (500)       (946)    1,289       (456)
                                      -------   ---------    -----     ------- 
Amounts under GAAP                    $ (409)   $ 86,121     $ 628   $ 86,909
                                      =======   =========    =====    ========

Valuation of Assets

Debt and equity securities are valued in accordance with rules prescribed by the
NAIC. Debt securities are generally  stated at amortized cost,  preferred stocks
at cost and common stocks at market value.  Collateralized  mortgage obligations
are valued using the  prospective  method and currently  anticipated  prepayment
assumptions,  based on data from current actual  experience.  Mortgage loans and
policy loans are recorded at their unpaid  balance.  Discount or premium on debt
securities is amortized using the interest method.  Unrealized capital gains and
losses are  reflected  directly in surplus  and are not  included in net income.
Realized gains and losses are determined on a first-in,  first-out basis and are
presented in the  statements of operations,  net of taxes and excluding  amounts
transferred to the Interest Maintenance Reserve.

As  prescribed by the NAIC,  the Company  maintains an Asset  Valuation  Reserve
(AVR). The AVR is computed in accordance with a prescribed formula.  The purpose
of the AVR is to stabilize  surplus against  fluctuations in the value of stocks
and  credit-related  declines  in the value of bonds,  mortgage  loans and other
invested assets. Changes to the AVR are charged or credited directly to surplus.
 
                                      7
<PAGE>

As also  prescribed by the NAIC, the Company  maintains an Interest  Maintenance
Reserve, which represents the net accumulated unamortized realized capital gains
and losses  attributable  to changes in the general  level of interest  rates on
sales of fixed income  investments,  principally  bonds and mortgage loans. Such
gains or losses are amortized into income using schedules prescribed by the NAIC
over the  remaining  period to expected  maturity of the  individual  securities
sold.

Cash Equivalents

The Company considers  overnight  reverse  repurchase  agreements,  money market
funds and  short-term  investments  with original  maturities of less than three
months at the time of acquisition to be cash  equivalents.  Cash equivalents are
carried at cost.

Separate Accounts

Separate  Accounts  are assets and  liabilities  associated  with  certain  life
insurance and annuity contracts,  for which the investment risk lies solely with
the holder of the contract rather than the Company.  Consequently, the insurer's
liability for these Separate  Accounts equals the value of the Separate  Account
assets.  Investment  income and  realized  gains  (losses)  related to  Separate
Accounts are excluded from the statements of operations  and cash flows.  Assets
held in  Separate  Accounts  are  primarily  shares in mutual  funds,  which are
carried at fair value, based on the quoted net asset value per share.

Non-Admitted Assets

Certain assets,  primarily goodwill, are designated as "non-admitted" under SAP.
The cost of these assets is charged directly to surplus.  Non-admitted  balances
totaled $2,978,000 and $3,662,000 at December 31, 1998 and 1997, respectively.

Policy Reserves

Life policy reserves are computed by using the  Commissioners  Reserve Valuation
Method and the Commissioners Standard Ordinary Mortality table. Annuity reserves
are calculated using the Commissioners  Annuity Reserve Valuation Method and the
maximum  valuation  interest rate; for annuities  with life  contingencies,  the
prescribed  valuation  mortality  table is used.  Policy  claims in  process  of
settlement  include  provision for reported  claims and claims  incurred but not
reported.  The valuation rates for fixed immediate and deferred  annuities range
between 6.0% and 11.25% as of December 31, 1998.
 
                                      8
<PAGE>

Federal Income Taxes

The Company  files a  consolidated  tax return with the Group.  Under  statutory
accounting  practices,  no provision is made for deferred  federal  income taxes
related to temporary  differences  between  statutory and taxable  income.  Such
temporary  differences  arise primarily from Internal Revenue Code  requirements
regarding the  capitalization  and  amortization of deferred policy  acquisition
costs,  calculation of life insurance reserves and recognition of realized gains
or losses on sales of debt securities.

Premiums and Related Expense

Premiums  are  recognized  as  income  over the  premium  paying  period  of the
policies.  Annuity  considerations  and fund deposits are included in revenue as
received.  Commissions  and  other  policy  acquisition  costs are  expensed  as
incurred.

Reinsurance

The  Company  cedes  reinsurance  to  provide  for  greater  diversification  of
business,  additional  capacity  for growth as well as a way for  management  to
control  exposure to potential  losses  arising from large risks.  A significant
portion of reinsurance is ceded to Acacia Life.

The  excess  of the  amount of  liabilities  assumed  over the  amount of assets
received upon  execution of an assumption  reinsurance  agreement is recorded as
goodwill,  a non-admitted  asset, and charged  directly to surplus.  Goodwill is
being amortized over a period of ten years using the interest method.

Reclassifications

Certain  reclassifications  of 1997  amounts  were made to conform with the 1998
financial statement presentation.

NOTE 3 - INVESTMENTS AND OTHER FINANCIAL INSTRUMENTS

Fair Values of Financial Instruments

                                    December 31, 1998         December 31, 1997
                                    -----------------         -----------------
($ in thousands                     Carrying     Fair       Carrying     Fair
                                     Amount       Value      Amount       Value
Financial Assets:
Debt securities                       $556,127  $591,776    $570,348    $610,928
Equity securities                        2,323     2,696       2,373       2,713
Mortgage loans                             ---       ---       5,031       5,084
Cash and cash equivalents               13,678    13,678       6,767       6,767
Financial Liabilities:                                     
Investment-type insurance contracts    376,589   376,589    $407,643    $407,643
                                                            
                                       9
<PAGE>

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

Investment  securities:  Fair values for fixed  maturity  securities  (including
redeemable  preferred stocks and mortgage backed securities) are based on quoted
market  prices,  where  available.  For fixed  maturity  securities not actively
traded and for  private  placements,  fair  values are  estimated  using  values
obtained  from  independent  pricing  services.   The  fair  values  for  equity
securities are based on quoted market prices.

Mortgage  loans:  The  fair  values  for  mortgage  loans  are  estimated  using
discounted  cash flow analysis,  based on interest rates currently being offered
for similar loans to borrowers with similar credit  ratings.  Loans with similar
characteristics are aggregated for purposes of the calculations.

Cash and cash equivalents:  The carrying amount approximates fair values because
of the short maturity of these instruments.

Policy loans:  Policy loans are an integral component of insurance contracts and
have no  maturity  dates.  Future  cash flows are  uncertain  and  difficult  to
predict.  Therefore,  management  has  concluded  that  it is not  practical  to
estimate their fair value.

Investment   contracts:   Fair  values  for  the  Company's   liabilities  under
investment-type  insurance  contracts are estimated  using  discounted cash flow
calculations,  based on  interest  rates  currently  being  offered  for similar
contracts  with  maturities  consistent  with those  remaining for the contracts
being valued. The carrying values for the deposit  administration  contracts and
supplementary  contracts  without  life  contingencies  approximate  their  fair
values.

                                       10
<PAGE>


Investments

Major  categories  of  investment  income for the years  ended  December  31 are
summarized as follows:
 ($ in thousands)

                                                 1998           1997
                                                 -----          ----
Fixed maturity securities                      $ 45,499      $ 47,086
Common stock                                        --           --
Preferred stock                                      56            60
Mortgage loans                                      334           110
Policy loans                                        447           502
Other                                               906         1,001
                                                -------        ------
   Gross investment income                       47,242        48,759
   Investment expenses                           (1,287)       (1,143)
   Interest maintenance reserve amortization        350           158
                                                -------        ------
   Net investment income                       $ 46,305      $ 47,774
                                               ========      ========

Realized  gains  (losses) on  investments  for the years  ended  December 31 are
summarized as follows:

($ in thousands)

                                                 1998          1997
                                                 -----         ----
Fixed maturity securities
     Gross realized gains                      $ 1,631         $ 963
     Gross realized losses                        (145)          (11)
Equity securities
     Gross realized gains                           --           230
     Gross realized losses                          --           ---
Other invested assets                              30              1
                                               -------        ------
                                              $ 1,516        $ 1,183
                                              ========       =======

The statement  values and estimated fair values of the Company's  investments in
debt securities are as follows:

($ in thousands)
                                                Gross       Gross
                                Amortized    Unrealized   Unrealized     Fair
                                   Cost         Gains       Losses      Value
At December 31, 1998
U.S. government and agencies      $72,543      $9,705      $  --      $82,248
Other government                   23,004         624        (728)     22,900
Mortgage backed securities        166,042       4,928        (708)    170,262
Corporate                         294,538      24,557      (2,729)    316,366
                                -----------   --------    -------     -------
                                $ 556,127    $ 39,814    $ (4,165)  $ 591,776
                                ===========  ==========  =========  =========

                                       11
<PAGE>

                                              Gross         Gross
                              Amortized     Unrealized     Unrealized    Fair
                               Cost          Gains         Losses       Value 
                                                 
At December 31, 1997
U.S. government and agencies     $87,514     $ 8,228        $ --     $ 95,742
Other government                  30,943         856         (73)       31,726
Mortgage backed securities       150,831       5,592        (402)      156,021
Corporate                        301,060      26,994        (615)      327,439
                                ---------    -------        -----      -------
                               $ 570,348    $ 41,670    $ (1,090)    $ 610,928
                                 =======    ========     ========    =========

The amortized cost and estimated fair value of debt  securities,  by contractual
maturity at December 31, 1998 are shown below.  Expected  maturities will differ
from  contractual  maturities  because  borrowers  may have the right to call or
prepay obligations with or without prepayment penalties.
   ($ in thousands)                                     

                                                    Statement          Fair
                                                      Value            Value 
Maturities in 1999                                 $  12,704      $   12,601
In 2000 to 2003                                      140,232         148,163
In 2004 to 2008                                      130,680         138,730
After 2008                                           106,469         122,020
Mortgaged-backed securities                          166,042         170,262
                                                    --------        --------
                                                   $ 556,127       $ 591,776
                                                   =========       =========
Investment Portfolio Credit Risk

The Company's bond investment portfolio is predominately comprised of investment
grade securities.  At December 31, 1998 and 1997, approximately $8.9 million and
$3.9  million,  respectively,  in debt  security  investments  (1.6%  and  0.7%,
respectively,  of the total  debt  security  portfolio)  are  considered  "below
investment  grade."  Securities  are classified as "below  investment  grade" by
utilizing rating criteria established by the NAIC.

NOTE 4 - REINSURANCE

The Company  reinsures all life insurance  risks over its retention limit of $10
thousand per policy under yearly renewable term insurance agreements with Acacia
Life and several other non-affiliated  companies.  The Company remains obligated
for amounts ceded in the event that  reinsurers  do not meet their  obligations.
Since the reinsurance  treaties are of such a nature as to pass economic risk to
the reinsurer,  appropriate reductions are made from income, claims, expense and
liability items in accounting for the reinsurance ceded.
  
                                     12
<PAGE>

Premiums  and  benefits  have been  reduced by amounts  reinsured as follows (in
thousands):
                                                          1998           1997
                                                          -----          ----
Premiums ceded:
     Acacia Life                                       $ 3,971        $ 3,384
     Others                                                630            533
                                                         -----          -----
Total premium ceded                                    $ 4,601        $ 3,917
                                                        ======         ======

Death benefits reimbursed:
     Acacia Life                                       $ 3,610        $ 2,989
     Others                                                233            277
                                                         -----          -----
Total benefits reimbursed                              $ 3,843        $ 3,236
                                                        ======        =======

Amounts recoverable on paid and unpaid losses:
     Acacia Life                                         $ 543          $ 643
     Others                                                139            --
                                                         -----          -----
Total amounts recoverable on paid
     and unpaid losses                                   $ 682          $ 643
                                                          ====          =====

Policy reserves ceded:
     Acacia Life                                       $ 2,108        $ 1,897
     Others                                                392            350
                                                         -----          -----
Total policy reserves ceded                            $ 2,500        $ 2,247
                                                        ======        =======

Life insurance in force ceded:
     Acacia Life                                   $ 1,692,820    $ 1,206,052
     Others                                            104,285         90,471
                                                     ---------    -----------
Total life insurance in force ceded                $ 1,797,105    $ 1,296,523
                                                     =========     ==========

During 1997, the Company  terminated a reinsurance  agreement whereby disability
benefits were ceded to Acacia Life. Termination of the agreement resulted in net
expense to the Company of $372,000.

Assumption Reinsurance Agreement

Effective May 31, 1996 under an assumption  reinsurance  agreement,  the Company
assumed  certain  assets  and  liabilities   relating  to  annuities  previously
underwritten by the National American Life Insurance Company (NALICO), which had
been in rehabilitation.  Under the agreement,  the Company assumed fixed annuity
  
                                     13
<PAGE>

policies with statutory liabilities of $127.9 million. The Company received from
NALICO assets with a fair value of approximately $122.7,  consisting principally
of investment  grade bonds and short-term  investments.  The difference  between
assets  acquired  and  liabilities  assumed of $5.2 million was  capitalized  as
goodwill and treated as a  non-admitted  asset.  Based on  adjustments  in 1997,
additional  assets of $0.4  million  were  received  and reduced  the  goodwill.
Approximately  $0.7 million and $1.1 million was  amortized  through  operations
during 1998 and 1997,  respectively,  as an offset to miscellaneous  income.  At
December  31, 1998 and 1997,  the balance of goodwill  was $3.0 million and $3.7
million, respectively.

NOTE 5 - ANNUITY RESERVES AND DEPOSIT LIABILITIES

Annuity  reserves  and  deposit   liabilities  have  the  following   withdrawal
characteristics:

($ in thousands)
                                                             December 31,
                                                        1998           1997     
Subject to discretionary withdrawal with adjust-     ------------  -------------
  ment, at book value less surrender charge        $219,324   43%  $228,262  46%

Subject to discretionary withdrawal without adjust-
  ment, at book value (minimal or no charge)        236,303   47    226,606  45

Not subject to discretionary withdrawal provision    51,618   10     46,550   9
                                                   --------  ----   -------  ---

Total annuity actuarial reserves and deposit
  fund liabilities                                 $507,245  100%  $501,418 100%
                                                   ========  ===   ======== ====


NOTE 6 - FEDERAL INCOME TAXES

Under a tax sharing  agreement  between  the  Company  and other  members of the
Group,   Acacia  Life   reimburses  or  receives  from  the  Company  an  amount
representing  the taxes that would have been paid or  refunded  had the  Company
filed a separate  income tax return.

Under the statutes in effect before the Deficit Reduction Act of 1984, a portion
of "net  income"  was not  subject to  current  income  taxation  for stock life
insurance  companies,  but was  accumulated for tax purposes in a memorandum tax
account.  The 1984 Act  prohibited  any additions to the  memorandum tax account
after  1983.  The balance in this  account  for the Company was $6.6  million at
December 31, 1998 and 1997. In the event that either cash distributions from the
Company to Acacia Life or the  balance in the  memorandum  tax  account  exceeds
certain  stated  minimums,  such amounts  distributed  would  become  subject to
federal income taxes at rates then in effect. 

                                       14
<PAGE>


NOTE 7 - OTHER RELATED PARTY TRANSACTIONS

The Company has entered  into an agreement  whereby  Acacia Life  provides  such
services  and  facilities  as are  necessary  for the  operation of the Company.
Expenses allocated to the Company were based on a consistent method for 1998 and
1997. Net amounts  payable to Acacia Life at December 31, 1998 and 1997 are $7.6
million and $1.5 million, respectively, and are included in other liabilities.

During  1997,  the  Company  purchased  participations  of $5.0  million  in two
commercial mortgage loans from Acacia Life. The participations were purchased at
the unpaid principal balance.

The assets of the defined  contribution plan under Internal Revenue Code Section
401(k) for the  employees  of Acacia  Life  include an  investment  in a deposit
administration  contract with Acacia National of $18.7 million and $18.1 million
at December 31, 1998 and 1997, respectively.

NOTE 8 - CONTINGENT LIABILITIES

The  Company is involved in various  lawsuits  that have arisen in the  ordinary
course of business.  Management  believes that its defenses are  meritorious and
the eventual  outcome of these  lawsuits will not have a material  effect on the
Company's financial position.

NOTE 9 - CAPITAL AND DIVIDEND RESTRICTIONS

The maximum  amount of annual  dividends  and other  distributions  which may be
remitted  by the  Company  to its  shareholder  without  prior  approval  of the
appropriate state insurance  commissioner is subject to restrictions relating to
statutory  capital and surplus and  statutory  gains from  operations.  Due to a
statutory loss from  operations in 1998, the Company may not pay any dividend in
1999 without prior approval.

Regulatory  risk-based  capital  rules  require  a  specified  level of  capital
depending on the types and quality of  investments  held,  the types of business
written and the types of  liabilities  maintained.  Depending on the ratio of an
insurer's  adjusted  surplus to its  risk-based  capital,  the insurer  could be
subject to  various  regulatory  actions  ranging  from  increased  scrutiny  to
conservatorship.  The Company's  risk-based capital ratios for 1998 and 1997 are
significantly above the regulatory action levels.

                                       15
<PAGE>

NOTE 10 - CAPITAL AND SURPLUS

During  1997,  the Company  changed  the  valuation  interest  rates for certain
supplementary   contracts,   resulting  in  an  increase  in  the  liability  of
approximately $700,000.  Based on an agreement with the Bureau of Insurance, the
increase is being  recognized  evenly over three years,  with  $119,000  charged
directly against surplus and the remainder charged through operations.

NOTE 11 - SUBSEQUENT EVENT

Effective January 1, 1999, the Company's ultimate parent,  Acacia Mutual Holding
Corporation  merged with the Ameritas Mutual Insurance Holding Company to create
Ameritas  Acacia Mutual  Holding  Company.  



                                       16
<PAGE>

                                     PART II
                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:


   
The facing sheet.
The prospectus  consisting of 52 pages. 
The  undertaking  to file reports. 
The undertaking pursuant to Rule 484.
Representations pursuant to Rule 6e-3(T).
Exhibits:
1. Financial Statements
2. Consent PricewaterhouseCoopers
The signatures.
    


The Following Exhibits:

1. The Following exhibits  correspond to those required by paragraph IX A of the
instructions as to exhibits in Form N-8B-2.
(A)(1)  Board  Resolution   Establishing  Separate  Account   I-Incorporated  by
reference to the like numbered exhibit to the  Pre-effective  Amendment #3 filed
on October 11, 1995 to the Form S-6 Registration #33-90208.
(A)(2) Not applicable
(A)(3)(a)  Underwriting  Agreement  between The Advisors Group,  Inc. and Acacia
National  Life  Insurance  Company -  Incorporated  by  reference to the initial
Registration  Statement for Acacia  National  Life  Insurance  Company  Separate
Account II on Form N-4 ( File No 333 -03963), August 26, 1996.
(A)(3)(b) Representative Agent Agreement,  Supplement and Schedule proposed form
of Selling  Agreement  Incorporated  by  reference  to the initial  Registration
Statement for Acacia National Life Insurance Company Separate Account II on Form
N-4 ( File No 333 -03963), Filed August 26, 1996.
(A)(3)(c) None
(A)(3)(d) Form of Selling Agreement between the Advisors Group, Inc.  ('TAG")and
Broker Dealers -  Incorporated  by reference to the like numbered to the initial
Form S-6 Registration Statement #33-90208, filed March 10, 1995.
(A)(4) Not Applicable
(A)(5)(a)   Individual   Flexible  Premium  Variable  Life  Insurance  Policy  -
Incorporated  by reference  to the like  numbered  exhibit to the  Pre-Effective
Amendment #3 filed on October 11, 1995 to the Form S-6 Registration  Statement #
33-90208.
(A)(6)  Restated  Articles of  Incorporation  of Acacia  National Life Insurance
Company  -  Incorporated  by  reference  to the  like  numbered  exhibit  to the
Post-Effective  Amendment  #3 filed on May 1, 1997 to the Form S-6  Registration
Statement # 33-90208.
(A)(6)  Bylaws of Acacia  National  Life  Insurance  Company -  Incorporated  by
reference to the like numbered exhibit to the Post-Effective  Amendment #3 filed
on May 1, 1997 to the Form S-6 Registration Statement # 33-90208.
(A)(7) Not applicable
(A)(8)(a) Participation Agreement Alger American Fund
(A)(8)(b) Participation Agreement Calvert Variable Series, Inc.
(A)(8)(c) Participation Agreement Dreyfus Stock Index Fund
(A)(8)(d) Participation Agreement Neuberger Berman Advisers Management Trust
(A)(8)(e) Participation Agreement Strong Variable Insurance Funds, Inc.
(A)(8)(f)  Participation  Agreement  Van Eck  Worldwide  Hard  Assets  Fund
All incorporated by reference to the like numbered exhibit to the  Pre-Effective
Amendment #3 filed on October 11, 1995 to the Form S-6 Registration  Statement #
33-90208.
(A)(8)(g)   Participation   Agreement   Oppenheimer  Variable  Account  Funds  -
Incorporated  by reference to the like  numbered  exhibit to the  Post-Effective
Amendment  #3 filed on May 1,  1997 to the Form  S-6  Registration  Statement  #
33-90208.
(A)(9) Not Applicable
(A)(10)  Application for Policy - Incorporated by reference to the like numbered
exhibit to the  Pre-effective  Amendment#2 filed on July 19,1995 to the Form S-6
Registration Statement #33-90208.

   
2. (A)(b)  Opinion and Consent of Ellen Jane  Abromson,  2nd Vice  President and
Associate Counsel - Incorporated by reference Post-Effective Amendment #5 filed
on March 1, 1999 to the Form S-6 Registration Statement #33-90208.
    

3. No financial statements will be omitted from the final Prospectus pursuant to
Instruction 1(b) or (c) or Part I.
4. Not applicable.
5. Not applicable.

   
6. Consent of Philip Barlow - Incorporated by reference Post-Effective Amendment
#5 filed on March 1, 1999 to the Form S-6 Registration Statement #33-90208.

7. Consent of Independent Auditors
    

8. Not applicable.


<PAGE>
                                   SIGNATURES

   
Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the depositor,  certifies that it meets the requirements of
effectiveness of this Amendment to the Registration  Statement  pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this  post-effective
amendment number 6 to its  registration  statement to be signed on its behalf by
the undersigned duly authorized in the City of Bethesda,  State of Maryland,  on
the 29th day of April, 1999.
    


                                    ACACIA NATIONAL LIFE INSURANCE COMPANY
                                                  (Depositor)



                                 By:     /s/ Ellen Jane Abromson         
                                        Ellen Jane Abromson
                                        2nd Vice President and Associate Counsel



Attest:  /s/ Todd D. Green                                                
        Todd D. Green
        Assistant Secretary


<PAGE>



   
        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Post-effective  Amendment Number 6 to the registration statement has been signed
below by the following  persons in the capacities  with the depositor and on the
dates indicated.


        Signatures                   Title                      Date



/s/ Charles T. Nason         Chairman of the Board,            April 29, 1999
Charles T. Nason             and Chief Executive Officer
                             and Director


/s/ Robert W. Clyde          President and Chief               April 29, 1999
Robert W.  Clyde             Operating Officer and
                             Director

/s/ Robert John H. Sands     Senior Vice President,            April 29, 1999
Robert-John H. Sands         General Counsel and
                             Director

/s/ Paul L. Schneider        Senior Vice President,            April 29, 1999
Paul L. Schneider            Chief Financial Officer,
                             Chief Investment Officer
                             and Director

/s/ Haluk Ariturk            Senior Vice President,            April 29, 1999
Haluk Ariturk                Operations, Chief Actuary and
                             Director

/s/ Janet L. Schmidt         Senior Vice President             April 29, 1999
Janet L. Schmidt             Human Resources

/s/ Brian J. Owens           Senior Vice President             April 29, 1999
Brian J. Owens               Career Distribution

/s/ R. Larry Mauzy           Senior Vice President             April 29, 1999
R. Larry Mauzy               and Chief Information Officer

    

<PAGE>

                                     Exhibit

(2)(7) Consent of PricewaterhouseCoopers


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the inclusion in  Post-Effective  Amendment No. 6 dated May 1,1999
on Form S-6 (file Nos. 33-90208,  811-08998) of our report dated April 30, 1999,
on our audit of the  financial  statements  of Acacia  National  Life  Insurance
Company as of and for the years ended  December 31, 1998 and 1997 and our report
dated April 30,1999 on our audit of the financial  statements of Acacia National
Variable Life Insurance  Separate  Account I as of December 31, 1998 and for the
years ended  December 31, 1998 and 1997. We also consent to the reference to our
Firm under the caption "Experts".


/s/PricewaterhouseCoopers
Washington, D.C.
April 30, 1999




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