April 22, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
(Exact Name of Trust)

LINCOLN BENEFIT LIFE COMPANY
(Name of Depositor)
206 South 13th Street
Lincoln, Nebraska 68508
(Complete Address of Depositor's Principal Executive Offices)

JOHN MORRIS
LINCOLN BENEFIT LIFE COMPANY
206 South 13th Street
Lincoln, Nebraska 68508
1-800-525-9287

(Name and Complete Address of Agent for Service)
Copy to:
Richard T. Choi, Esquire
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036

Title of securities being registered - interests under flexible premium variable
universal life insurance policies.

Approximate date of proposed public offering: As soon as practicable after the
effective date of this registration statement.

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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.

CROSS REFERENCE SHEET TO PROSPECTUS

Cross reference sheet pursuant to Rule 404(c) showing location in Prospectus of
information required by Items of Form N-8B-2.

Item Number in Form N-8B-2 Caption in Prospectus
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ORGANIZATION AND GENERAL INFORMATION

1. (a) Name of trust . . . . . . . . . . . . . . . Cover, Definitions

(b) Title of each class of securities issued . Cover, Purchase of Policy and Allocation of Premiums

2. Name & address of each depositor . . . . . . . . Cover, Lincoln Benefit Life Company

3. Name & address of custodian . . . . . . . . . . Separate Account

4. Name & address of principal underwriter . . . . Distribution of Policies

5. State in which organized . . . . . . . . . . . . Separate Account

6. Date of organization . . . . . . . . . . . . . . Separate Account

9. Material litigation . . . . . . . . . . . . . . Legal Proceedings

GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

GENERAL INFORMATION CONCERNING SECURITIES AND RIGHTS OF HOLDERS

10. (a), (b)Type of Securities . . . . . . . . . . . Cover, Purchase of Policy and Allocation of Premiums

(c) Rights of securityholders . . . . . . . . . Cover, Amount Payable on Surrender of the Policy,
re: withdrawal or redemption Policy Loans, Cancellation and Exchange Rights

(d) Rights of securityholders . . . . . . . . . Cover, Cancellation and Exchange Rights,
re: conversion, transfer or partial Amount Payable on Surrender of the Policy, Partial
withdrawal Withdrawals, Allocation Of Premiums, Transfer of Policy Value

(e) Rights of securityholders . . . . . . . . . Lapse and Reinstatement
re: lapses, default, & reinstatement

(f) Provisions re: voting rights . . . . . . . Voting Rights

(g) Notice to securityholders . . . . . . . . . Statements to Policy Owners

(h) Consent of Securityholders . . . . . . . . Additions, Deletions or Substitutions of
Securities, Allocation of Premiums

(i) Other principal features . . . . . . . . . Deductions and Charges, Policy Benefits and
Rights, Policy Value

INFORMATION CONCERNING SECURITIES UNDERLYING TRUST'S SECURITIES

11. Unit of specified securities in which security
holders have an interest . . . . . . . . . . . . Cover, Portfolios

12. (a)-(d) Name of company, name & address of its
custodian . . . . . . . . . . . . . . . . . . . Cover, Portfolios

INFORMATION CONCERNING LOADS, FEES, CHARGES & EXPENSES

13. (a) With respect to each load, fee, charge &
expense . . . . . . . . . . . . . . . . . . Deductions and Charges

(b) Deductions for sales charges . . . . . . . Premium Tax Charge and Premium Expense Charge, Surrender Charge

(c) Sales load as percentage
of amount invested. . . . . . . . . . . . . Premium Tax Charge and Premium Expense Charge, Surrender Charge

(d)-(g) Other loads, fees & expenses . . . . . . Monthly Deduction, Premium Tax Charge and Premium Expense Charge,
Mortality and Expense Risk Charge, Transfer Fee,
Policy Fee, Portfolio Expenses

INFORMATION CONCERNING OPERATION OF TRUST

14. Procedure for applications for & issuance of
trust's securities . . . . . . . . . . . . . . . Application for a Policy, Allocation of Premiums,
Distribution of Policies

15. Procedure for receipt of payments from purchases
of trust's securities . . . . . . . . . . . . . Application for a Policy, Allocation of Premiums,
Premiums, Safety Net Premium, Transfer of Policy Value

16. Acquisition and disposition of underlying
securities . . . . . . . . . . . . . . . . . . . Cover, Portfolios

17. (a) Procedure for withdrawal . . . . . . . . . Cover, Amount Payable on Surrender of the Policy,
Partial Withdrawals, Cancellation and Exchange Rights

(b) Redemption or repurchase . . . . . . . . . Cover, Amount Payable on Surrender of the Policy,
Partial Withdrawals, Cancellation and Exchange Rights

18. (a) Income of the Trust . . . . . . . . . . . . Portfolios, Allocation of Premiums

19. Procedure for keeping records & furnishing
information to securityholders . . . . . . . . . Portfolios, Statements to Policy Owners

21. (a) & (b) Loans to securityholders . . . . . . . Policy Loans

23. Bonding arrangements for depositor . . . . . . . Safekeeping of the Separate Account's Assets

24. Other material provisions . . . . . . . . . . . General Policy Provisions

ORGANIZATION, PERSONNEL & AFFILIATED PERSONS OF DEPOSITOR

ORGANIZATION & OPERATIONS OF DEPOSITOR

25. Form, state & date of organization
of depositor . . . . . . . . . . . . . . . . . . Lincoln Benefit Life Company

27. General character of business of depositor . . . Lincoln Benefit Life Company

28. (a) Officials and affiliates of the depositor . Lincoln Benefit Life Company, Executive Officers
and Directors of Lincoln Benefit

(b) Business experience of officers and
directors of the depositor . . . . . . . . Executive Officers and Directors of Lincoln Benefit

COMPANIES OWNING SECURITIES OF DEPOSITOR

29. Each company owning 5% of voting securities of
depositor . . . . . . . . . . . . . . . . . . . Lincoln Benefit Life Company

CONTROLLING PERSONS

30. Control of depositor . . . . . . . . . . . . . . Lincoln Benefit Life Company

DISTRIBUTION & REDEMPTIONS OF SECURITIES

DISTRIBUTION OF SECURITIES

35. Distribution . . . . . . . . . . . . . . . . . . Lincoln Benefit Life Company,
Distribution of Policies

38. (a) General description of method of
distribution of securities . . . . . . . . Distribution of Policies

(b) Selling agreement between trust or depositor
& underwriter . . . . . . . . . . . . . . . Distribution of Policies

PRINCIPAL UNDERWRITER

39. (a) & (b) Principal Underwriter . . . . . . . . Distribution of Policies

41. Character of Underwriter's business . . . . . . Distribution of Policies

OFFERING PRICE OR ACQUISITION VALUE OF SECURITIES OF TRUST

44. Information concerning offering price or
acquisition valuation of securities of trust.
(All underlying securities are shares in
registered investment companies.) . . . . . . . Portfolios, Policy Value, Accumulation Unit Value

REDEMPTION VALUATION OF SECURITIES OF TRUST

46. Information concerning redemption valuation of Portfolios, Policy
securities of trust. (All underlying securities Value, Accumulation are
shares in a registered investment company Unit Value

PURCHASE & SALE OF INTERESTS IN UNDERLYING SECURITIES

47. Maintenance of Position . . . . . . . . . . . . Cover, Separate Account, Portfolios, Allocation of Premiums

INFORMATION CONCERNING TRUSTEE OR CUSTODIAN

48. Custodian of trust . . . . . . . . . . . . . . . Separate Account

50. Lien on trust assets . . . . . . . . . . . . . . Separate Account

INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

51. (a) Name & address of insurer . . . . . . . . . Cover, Lincoln Benefit Life Company

(b) Types of policies . . . . . . . . . . . . . Cover, Purchase of Policy and Allocation of Premiums, Tax Matters

(c) Risks insured & excluded . . . . . . . . . Death Benefit, Other Insurance Benefits, Misstatements
as to Age and Sex, Suicide

(d) Coverage . . . . . . . . . . . . . . . . . Cover, Purchase of Policy and Allocation of Premiums

(e) Beneficiaries . . . . . . . . . . . . . . . Death Benefit, Beneficiary

(f) Terms of cancellations & reinstatement . . Lapse and Reinstatement

(g) Method of determining amount of premium paid
by holder . . . . . . . . . . . . . . . . . Purchase of Policy and Allocation of Premiums

POLICY OF REGISTRANT

52. (a) & (c) Selection of Portfolio securities . . Additions, Deletions, and Substitutions of Securities

REGULATED INVESTMENT COMPANY

53. (a) Taxable status of trust . . . . . . . . . . Taxation of the Company and the Separate Account

FINANCIAL AND STATISTICAL INFORMATION

59. Financial Statements . . . . . . . . . . . . . . Financial Statements

*Items not listed are not applicable to this Registration Statement.

PROSPECTUS
FLEXIBLE PREMIUM "LAST SURVIVOR"
VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
Issued By
Lincoln Benefit Life Company
In Connection With
Lincoln Benefit Life Variable Life Account
STREET ADDRESS: 206 SOUTH 13TH ST., LINCOLN, NE 68508-1993
MAILING ADDRESS: P. O. BOX 82532, LINCOLN, NE 68501-2532
TELEPHONE NUMBER: 1-800-525-9287

The Policy is designed to provide both life insurance protection and flexibility
in connection with premium payments and death benefits. The Policy is designed
for prospective Insured Persons age 30-85. Subject to certain restrictions, you
may vary the frequency and amount of the premium payments and increase or
decrease the level of life insurance benefits payable under the Policy.

When both Insured Persons have died, we will pay a Death Benefit to a
Beneficiary specified by you. We will reduce the amount of the Death Benefit
payment by any unpaid Policy loans and any unpaid Policy charges. You may 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 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 Value multiplied by the applicable corridor percentage
specified in the Policy. The minimum Face Amount of the Policy is $250,000.

We allocate your Premium to the investment options under the Policy and our
Fixed Account in the proportions that you choose. The Policy currently offers
thirty-seven investment options, each of which is a Subaccount of the Lincoln
Benefit Life Variable Life Account (the "Separate Account"). Each Subaccount
invests exclusively in shares of one of the following Portfolios:

JANUS ASPEN SERIES: Flexible Income Portfolio, Balanced Portfolio, Growth
Portfolio, Aggressive Growth Portfolio, Worldwide Growth Portfolio

FEDERATED INSURANCE MANAGEMENT SERIES: Utility Fund II, Fund for U.S. Government
Securities II, High Income Bond Fund II

FIDELITY VARIABLE INSURANCE PRODUCTS FUND: Money Market Portfolio, Equity-Income
Portfolio, Growth Portfolio, Overseas Portfolio

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II: Asset Manager Portfolio,
Contrafund Portfolio, Index 500 Portfolio

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Neither the Securities and Exchange Commission nor any State Securities
Commission has Approved or Disapproved of these Securities or Passed upon the
Accuracy or Adequacy of this Prospectus. Any Representation to the Contrary is a
Criminal Offense.

The Date of this Prospectus is April 12, 1999.

THE ALGER AMERICAN FUND: Income and Growth Portfolio, Small Capitalization
Portfolio, Growth Portfolio, MidCap Growth Portfolio, Leveraged AllCap Portfolio

SCUDDER VARIABLE LIFE INVESTMENT FUND: Bond Portfolio, Balanced Portfolio,
Growth and Income Portfolio, Global Discovery Portfolio, International Portfolio

STRONG VARIABLE INSURANCE FUNDS, INC.: Discovery Fund II, Growth Fund II

STRONG OPPORTUNITY FUND II, INC.: Opportunity Fund II

T. ROWE PRICE INTERNATIONAL SERIES, INC.: T. Rowe Price International Stock
Portfolio

T. ROWE PRICE EQUITY SERIES, INC.: T. Rowe Price New America Growth Portfolio,
T. Rowe Price Mid-Cap Growth Portfolio, T-Rowe Price Equity Income Portfolio

MFS VARIABLE INSURANCE TRUST: Growth with Income Series, Research Series,
Emerging Growth Series, Total Return Series, New Discovery Series

All of the Portfolios described in this Prospectus may not be available in your
Policy. We may make other investment options available in the future.

The Policy does not have a guaranteed minimum Policy Value. Your Policy Value
will rise and fall, depending on the investment performance of the Portfolios
underlying the Subaccounts to which you allocate your Premiums. You bear the
entire investment risk on amounts allocated to the Subaccounts. The investment
policies and risks of each Portfolio are described in the accompanying
prospectus for the Portfolios. The Policy Value will also reflect Premiums,
amounts withdrawn, and any insurance or other charges.

The Policy will remain in force as long as the Net Surrender Value is sufficient
to pay the monthly charges under the Policy. In addition, during the first ten
Policy Years, we guarantee that the Policy will remain in effect regardless of
changes in the Policy Value, as long as your total Premiums (less partial
withdrawals and Policy Debt) at least equal the applicable Safety Net Premiums,
as described on page [ ]. By paying larger amounts of premiums (Age 100 No Lapse
Premiums) you can extend this guarantee until the policy anniversary following
the younger Insured Person's 100th birthday if you elect only Death Benefit
Option 1.

We will not accept any Premium which would cause the Policy not to qualify as a
life insurance contract under the Internal Revenue Code of 1986 (the "Tax
Code").

You may cancel the Policy by returning it to us within 10 days after you receive
it, or after whatever longer period may be permitted by state law. We will
refund the Policy Value as of the date we receive your Policy, plus any charges
previously deducted, unless your state requires a refund of Premium.

It may not be Advantageous for You to Replace Existing Insurance Coverage or Buy
Additional Insurance if you Already Own a Variable Life Insurance Policy.

This Prospectus is Valid only if Accompanied by the Current Prospectuses for the
Portfolio Listed Above. If any of the Prospectuses are Missing or Outdated,
Please Contact Us and We Will Send You the Prospectus You Need.

Please Read This Prospectus Carefully and Retain It for Your Future Reference.

This Policy may not be available in all states.

TABLE OF CONTENTS

DEFINITIONS.................................................

QUESTIONS AND ANSWERS ABOUT YOUR POLICY.....................

PURCHASE OF POLICY AND ALLOCATION OF PREMIUMS...............
Application for a Policy....................................
Premiums....................................................
Premium Limits..............................................
Modified Endowment Contracts................................
Safety Net and No Lapse Premiums............................
Allocation of Premiums......................................
Policy Value................................................
Accumulation Unit Value.....................................
Transfer of Policy Value....................................
Transfers Authorized by Telephone...........................
Dollar Cost Averaging.......................................
Portfolio Rebalancing.......................................
Specialized Uses of the Policy..............................

THE INVESTMENT AND FIXED ACCOUNT OPTIONS....................
Separate Account Investments................................
Portfolios..................................................
Voting Rights...............................................
Additions, Deletions, and Substitutions of Securities.......
The Fixed Account...........................................

POLICY BENEFITS AND RIGHTS..................................
Death Benefit...............................................
Death Benefit Options.......................................
Change in Face Amount.......................................
Optional Insurance Benefits.................................
Policy Loans................................................
Amount Payable on Surrender of the Policy...................
Partial Withdrawals.........................................
Settlement Options..........................................
Maturity....................................................
Lapse and Reinstatement.....................................
Cancellation and Exchange Rights............................
Postponement of Payments....................................

DEDUCTIONS AND CHARGES......................................
Premium Tax Charge and Premium Expense Charge...............
Monthly Deduction...........................................
Policy Fee..................................................
Monthly Administrative Charge...............................
Mortality and Expense Risk Charge...........................
Cost of Insurance Charge....................................
Deduction for Separate Account Income Taxes.................
Portfolio Expenses..........................................
Surrender Charge............................................
Transfer Fee................................................

GENERAL POLICY PROVISIONS...................................
Statements to Policy Owners.................................
Limit on Right to Contest...................................
Suicide.....................................................
Misstatement as to Age and Sex..............................
Beneficiary.................................................
Assignment and Change of Ownership..........................
Dividends...................................................

TAX MATTERS.................................................
Taxation of the Company and the Variable Account............
Taxation of Contract Benefits...............................
Modified Endowment Contracts................................
Diversification Requirements................................
Ownership Treatment.........................................

DESCRIPTION OF LINCOLN BENEFIT LIFE COMPANY AND THE SEPARATE
ACCOUNT.....................................................
Lincoln Benefit Life Company................................
Executive Officers and Directors of Lincoln Benefit.........
Separate Account............................................
Safekeeping of the Separate Account's Assets................
State Regulation of Lincoln Benefit.........................
Year 2000...................................................

MARKET TIMING AND ASSET ALLOCATION SERVICES.................

DISTRIBUTION OF POLICIES....................................

LEGAL PROCEEDINGS...........................................

LEGAL MATTERS...............................................

REGISTRATION STATEMENT......................................

EXPERTS.....................................................

FINANCIAL STATEMENTS........................................

APPENDIX.................................................... A-1

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. LINCOLN BENEFIT DOES NOT AUTHORIZE ANY
INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS.

DEFINITIONS

Please refer to this list for the meaning of the following terms:

ACCUMULATION UNIT - An accounting unit of measurement which we use to calculate
the value of a Subaccount.

AGE - An Insured Person's age at his or her last birthday.

BENEFICIARY(IES) - The person(s) named by you to receive the Death Benefit under
the Policy.

DEATH BENEFIT - The amount payable to the Beneficiary under the Policy upon the
death of the Insured Person who dies last, before payment of any unpaid Policy
Debt or Policy Charges.

FACE AMOUNT - The initial amount of insurance under your Policy, adjusted for
any changes in accordance with the terms of your Policy.

FIXED ACCOUNT - The portion of the Policy Value allocated to our general
account.

GRACE PERIOD - A 61-day period during which the Policy will remain in force so
as to permit you to pay sufficient additional Premium to keep the Policy from
lapsing.

INSURED PERSONS - The persons whose lives are insured under the Policy.

ISSUE DATE - The date on which the Policy is issued. It is used to determine
Policy Anniversaries, Policy Years and Policy Months.

LOAN ACCOUNT - An account established for amounts transferred from the
Subaccounts or the Fixed Account as security for outstanding Policy loans.

MONTHLY AUTOMATIC PAYMENT - A method of paying a Premium each month
automatically, for example by bank draft or salary deduction.

MONTHLY DEDUCTION - The amount deducted from Policy Value on each Monthly
Deduction Day for the policy fee, mortality and expense risk charge, cost of
insurance charge, and the cost of any benefit riders.

MONTHLY DEDUCTION DAY - The same day in each month as the Issue Date. The day of
the month on which Monthly Deductions are taken from your Policy Value.

NET DEATH BENEFIT - The Death Benefit, less any Policy Debt.

NET INVESTMENT FACTOR - The factor we use to determine the change in value of an
Accumulation Unit in any Valuation Period. We determine the Net Investment
Factor separately for each Subaccount.

NET POLICY VALUE - The Policy Value, less any Policy Debt.

NET PREMIUM - The Premium less the premium tax and the premium expense charges.

NET SURRENDER VALUE - The Policy Value less any applicable surrender charges and
less any unpaid Policy Debt. The Net Surrender Value must be positive for the
Policy to remain in effect, unless the Safety Net Premium feature or the Age 100
No Lapse Premium feature is in effect.

POLICY ANNIVERSARY - The same day and month as the Issue Date for each
subsequent year the Policy remains in force.

POLICY DEBT - The sum of all unpaid Policy loans and accrued loan interest.

POLICY OWNER ("YOU") - The person(s) named in the Policy application as having
the privileges of ownership defined in the Policy. If the application does not
provide otherwise, the younger Insured Person will be the Owner. If your Policy
is issued pursuant to a retirement plan, your ownership privileges may be
modified by the plan.

POLICY VALUE - The sum of the values of your interests in the Subaccounts of the
Separate Account, the Fixed Account and the Loan Account. The amount from which
the Monthly Deductions are made and the Death Benefit is determined.

POLICY YEAR - Each twelve-month period beginning on the Issue Date and each
Policy Anniversary.

PORTFOLIO(S) - The underlying mutual funds in which the Subaccounts invest. Each
Portfolio is an investment company registered with the SEC or a separate
investment series of a registered investment company.

PREMIUM - Amounts paid to us as premium for the Policy by you or on your behalf.

QUALIFIED PLAN - A pension or profit-sharing plan established by a corporation,
partnership, sole proprietor, or other eligible organization that is qualified
for favorable tax treatment under Section 401(a) or 403(b) of the Tax Code.

SEPARATE ACCOUNT - The Lincoln Benefit Life Variable Life Account, which is a
segregated investment account of Lincoln Benefit.

SUBACCOUNT - A subdivision of the Separate Account, which invests wholly in
shares of one of the Portfolios.

SURRENDER VALUE - The Policy Value less any applicable surrender charges.

TAX CODE - The Internal Revenue Code of 1986, as amended.

VALUATION DATE - Each day the New York Stock Exchange is open for business.

VALUATION PERIOD - The period of time over which we determine the change in the
value of the Subaccounts in order to price Accumulation Units. Each Valuation
Period begins at the close of normal trading on the New York Stock Exchange
("NYSE"), currently 4:00 p.m. Eastern time, on each Valuation Date and ends at
the close of the NYSE on the next Valuation Date.

QUESTIONS AND ANSWERS
ABOUT YOUR POLICY

These are answers to questions that you may have about some of the most
important features of your Policy. The Policy is more fully described in the
remainder of the Prospectus. Please read the Prospectus carefully.

1. WHAT IS A FLEXIBLE PREMIUM "LAST SURVIVOR" VARIABLE UNIVERSAL LIFE
INSURANCE POLICY?

The Policy has a Death Benefit, Policy Value, and other features of life
insurance providing fixed benefits. It is a "flexible premium" policy because
you have a great amount of flexibility in determining when and how much premium
you want to pay. It is a "last survivor" policy, because we pay the death
benefit only upon the death of the last survivor of the Policy's two original
Insured Persons. It is a "variable" policy because the Death Benefit and Policy
Value vary according to the investment performance of the Portfolios to which
you have allocated your Premiums. The Policy Value is not guaranteed. Payment of
the Death Benefit may be guaranteed under the Safety Net Premium provision or
the No Lapse Premium provision. This Policy provides you with the opportunity to
take advantage of any increase in your Policy Value, but you also bear the risk
of any decrease.

2. WHAT ARE THE DEATH BENEFIT OPTIONS?

While the Policy is in force, we will pay a Death Benefit to the Beneficiary
upon the death of the last surviving Insured Person. The Policy provides for two
Death Benefit options. Under Option 1, the Death Benefit is equal to the greater
of your Policy's Face Amount and the Policy Value multiplied by a specified
percentage. Under Option 2, the Death Benefit is equal to the greater of your
Policy's Face Amount plus the Policy Value on the surviving Insured Person's
date of death or the Policy Value multiplied by a specified percentage.
Decreases in the Policy Value will never cause the Death Benefit to be less than
the Face Amount. Before we pay the Death Benefit to the Beneficiary, however, we
will subtract an amount sufficient to repay any outstanding Policy Debt and to
pay any due and unpaid charges.

3. WHAT ARE THE SAFETY NET AND AGE 100 NO LAPSE PREMIUM FEATURES?

Unless your state requires your Policy to provide otherwise, we agree to keep
the Policy in force for a specified period, regardless of the investment
performance of the Portfolios, if you have paid certain amounts of premiums. If,
at the beginning of each Policy month, your total Premiums paid (as reduced to
reflect withdrawals and Policy Debt) is at least equal to the cumulative No
Lapse Premiums shown in your Policy, and so long as you choose Death Benefit
Option 1, the guarantee will extend until the policy anniversary following the
younger Insured Person's 100th birthday (the Age 100 No Lapse guarantee).
Otherwise, the specified period will be the first ten Policy Years, or until the
next Policy Anniversary after the younger Insured's 90th birthday, whichever
period is shorter. We call this the "Safety Net" guarantee, and it requires that
certain "Safety Net premium" amounts have been paid, as specified in your
Policy.

If neither the Safety Net guarantee nor the Age 100 No Lapse guarantee is in
effect, your Policy will remain in force as long as the Net Surrender Value is
large enough to pay the Monthly Deductions on your Policy as they come due. If
on any Monthly Deduction Day the Net Surrender Value is less than the Monthly
Deduction due, your Policy will enter the Grace Period. If you do not pay
sufficient additional Premium, at the end of the Grace Period your Policy will
end.

4. HOW WILL MY POLICY VALUE BE DETERMINED?

Your Premiums are invested in one or more of the Subaccounts of the Separate
Account or allocated to the Fixed Account, as you instruct us. Your Policy Value
is the sum of the values of your interests in the Subaccounts of the Separate
Account, plus the values in the Fixed Account and the Loan Account. Your Policy
Value will depend on the investment performance of the Subaccounts and the
amount of interest we credit to the Fixed Account, as well as the Net Premiums
paid, partial withdrawals, and charges assessed. We do not guarantee a minimum
Policy Value.

5. WHAT ARE THE PREMIUMS FOR THIS POLICY?

You have considerable flexibility as to the timing and amount of your Premiums.
You have a required Premium in your Policy, which is based on your Policy's Face
Amount and the Insured Persons' ages, sex, and risk classes. You do not have to
pay the required Premium after the first Policy Year. To take advantage of the
Safety Net guarantee, you must pay the cumulative Safety Net Premiums due.
Similarly, to take advantage of the Age 100 No Lapse guarantee, you must pay the
cumulative Age 100 No Lapse Premiums due. Otherwise, you may pay any level of
Premium, as long as the Premium would not cause your Policy to lose its status
as a life insurance contract under the Tax Code. Your Policy also has a planned
periodic Premium. You establish a planned periodic Premium when you purchase a
Policy. You are not required to pay the planned periodic Premium, and we will
not terminate your Policy merely because you did not pay a planned periodic
Premium.

6. CAN I INCREASE OR DECREASE MY POLICY'S FACE AMOUNT?

Yes, you have considerable flexibility to increase or decrease your Policy's
Face Amount. You may request an increase and/or a decrease after the first
Policy Year by sending us a written request. Your requested increase must be at
least $10,000. If you request an increase in Face Amount, you must provide us
with evidence of both Insured Persons' insurability that meets our underwriting
standards. An increase in the Face Amount of your Policy will increase the
charges deducted from your Policy Value. We will not decrease the Face Amount of
your Policy below $250,000. For more detail, see "Change in Face Amount", on
page __.

7. HOW ARE MY PREMIUMS ALLOCATED?

Before your Premiums are allocated to the Policy Value, we deduct a premium tax
charge of 2.5% of each Premium and a premium expense charge. The premium expense
charge will be 3.5% of each Premium for the first ten Policy Years and 1.5%
thereafter. For more detail, see "Premium Tax Charge and Premium Expense Charge"
on page __. The remaining amount is called the Net Premium.

When you apply for the Policy, you specify in your application how to allocate
your Net Premiums among the Subaccounts and the Fixed Account. You must use
whole number percentages and the total allocations must equal 100%. You may
change your allocation percentages at any time by notifying us in writing

Generally, we will allocate your Premiums to the Subaccounts and the Fixed
Account as of the date your Premiums are received in our home office. If a
Premium requires an underwriting, the Premium will not be allocated nor will it
earn interest prior to the Issue Date. Once underwriting approval and Premium is
received, we will allocate that Premium in accordance with your most recent
instructions. If there are outstanding requirements when we issue the Policy
which prevent us from placing your Policy in force, your Premiums will not be
allocated until all requirements are satisfied.

In some states, we are required to return at least your Premium if you cancel
your Policy during the "free-look" period. In those states, currently we
allocate any Premium received before the end of the free-look period as
described above. In the future, however, if you live in one of those states, we
reserve the right to delay allocating your Premiums to the Subaccounts you have
selected or to the Fixed Account until 20 days after the Issue Date or, if your
state's free look period is longer than ten days, for ten days plus the period
required by state law. We will allocate Premiums received during that time to
the Fidelity money Market Sub-Account.

You may transfer Policy Value among the Subaccounts and the Fixed Account while
the Policy is in force, by writing to us or calling us at 1-800-525-9287. While
we currently are not charging a transfer fee, the Policy gives us the right to
impose a transfer fee of up to $10 upon the second and each subsequent transfer
in a single calendar month. While you may also transfer amounts from the Fixed
Account, certain restrictions may apply. For more detail, see "Transfer of
Policy Value" and "Transfers Authorized by Telephone", on pages __-__. You may
also use our automatic Dollar Cost Averaging program or our Portfolio
Rebalancing program. You may not use both programs at the same time.

Under the Dollar Cost Averaging program, amounts are automatically transferred
at regular intervals from the Fixed Account or a Subaccount of your choosing to
up to eight options, including other Subaccounts or the Fixed Account. Transfers
may be made monthly, quarterly, or annually. For more detail, see "Dollar Cost
Averaging", on page __.

Under the Portfolio Rebalancing program, you can maintain the percentage of your
Policy Value allocated to each Subaccount at a pre-set level. Investment results
will shift the balance of your Policy Value allocations. If you elect
rebalancing, we will automatically transfer your Policy Value back to the
specified percentages at the frequency (monthly, quarterly, semiannually,
annually) that you specify. For more detail, see "Portfolio Rebalancing", on
page __.

8. WHAT ARE MY INVESTMENT CHOICES UNDER THE POLICY?

You can allocate and reallocate your Policy Value among the Subaccounts, each of
which in turn invests in a single Portfolio. Under the Policy, the Separate
Account currently invests in the following Portfolios:

Fund Portfolio(s)
- ----------------------------- -----------------------------
- ------------------------------------------------------------

Janus Aspen Series Flexible Income Portfolio
Balanced Portfolio
Growth Portfolio
Aggressive Growth Portfolio
Worldwide Growth Portfolio
- ------------------------------------------------------------
Federated Insurance Utility Fund II
Management Series Fund for U.S. Government
Securities II
High Income Bond Fund II
- ------------------------------------------------------------
Fidelity Variable Insurance Money Market Portfolio
Products Fund Equity-Income Portfolio
Growth Portfolio
Overseas Portfolio
- ------------------------------------------------------------
Fidelity Variable Insurance Asset Manager Portfolio
Products Fund II Contrafund Portfolio
Index 500 Portfolio
- ------------------------------------------------------------
The Alger American Fund Income and Growth Portfolio
Small Capitalization
Portfolio
Growth Portfolio
MidCap Growth Portfolio
Leveraged AllCap Portfolio
- ------------------------------------------------------------
Scudder Variable Life Bond Portfolio
Investment Fund Balanced Portfolio
Growth and Income Portfolio
Global Discovery Portfolio
International Portfolio
- ------------------------------------------------------------
Strong Variable Insurance Discovery Fund II
Funds, Inc. Growth Fund II
- ------------------------------------------------------------
Strong Opportunity Fund II, Opportunity Fund II
Inc.
- ------------------------------------------------------------
T. Rowe Price International International Stock Portfolio
Series, Inc.
- ------------------------------------------------------------
T. Rowe Price Equity Series, New America Growth Portfolio
Inc. Mid-Cap Growth Portfolio
Equity Income Portfolio
- ------------------------------------------------------------
MFS Variable Insurance Trust Growth with Income Series
Research Series
Emerging Growth Series
Total Return Series
New Discovery Series
- ------------------------------------------------------------

Each Portfolio holds its assets separately from the assets of the other
Portfolios. Each Portfolio has distinct investment objectives and policies,
which are described in the accompanying Prospectuses for the Portfolios.

Some of the Portfolios described in this Prospectus may not be available in your
Policy. In addition, the Fixed Account is available in most states.

9. MAY I TAKE OUT A POLICY LOAN?

Yes, you may borrow money from us using your Policy as security for the loan.
The maximum loan amount is equal to 90% of the Surrender Value. Other
restrictions may apply if your Policy is issued in connection with a Qualified
Plan. For more detail, see "Policy Loans", on page __.

10. WHAT ARE THE CHARGES DEDUCTED FROM MY POLICY VALUE?

As noted above, when we receive a Premium from you, we will deduct a premium tax
charge and a premium expense charge, before we allocate your Net Premium to the
Policy Value. The combined premium tax and premium expense charges will be 6% of
your Premium for the first ten Policy Years and 4% of your Premium thereafter.
We also will take a Monthly Deduction from your Policy Value. The Monthly
Deduction consists of the following charges:

(a) A monthly policy fee of $7.50;

(b) A monthly administrative charge equal to $0.12 per $1,000 of face amount
during each of the Policy's first 84 months;

(d) A cost of insurance charge; and

(e) The cost of any additional benefits provided to you by rider.

The mortality and expense risk charge for the first fourteen Policy Years will
be 0.72% (on an annual basis) of the Policy Value allocated to the Subaccounts.
Thereafter, we intend to charge an annual rate of 0.36%, and we guarantee that
we never charge more than 0.48%.

The cost of insurance charge covers our anticipated mortality costs. We
determine it separately for the initial Face Amount of your Policy and each
subsequent increase in Face Amount.

The monthly mortality and expense risk charge is deducted pro rata from your
interest in the Subaccounts. The other parts of the Monthly Deduction are
deducted pro rata from your interest in the Subaccounts and the Fixed Account.

We impose a surrender charge to cover a portion of the sales expenses we incur
in distributing the Policies. These expenses include agents' commissions,
advertising, and the printing of Prospectuses. The surrender charge is described
in the answer to Question 11 below and in "Surrender Charge", on page __.

The charges assessed under the Policy are described in more detail in
"Deductions and Charges", beginning on page __.

In addition to our charges under the Policy, each Portfolio deducts amounts from
its assets to pay its investment advisory fee and other expenses. Your should
refer to the Prospectuses for the Portfolios for more information concerning
their respective charges and expenses.

If we ever charge you a cost of insurance rate during the first fourteen Policy
Years which is greater than the rate provided by the rate scale in effect on the
Issue Date, we will notify you. For 60 days after we mail that notice to you,
you may surrender your Policy without paying any surrender charge.

11. DO I HAVE ACCESS TO THE VALUE OF MY POLICY?

While the Policy is in force, you may surrender your Policy for the Net
Surrender Value. Upon surrender, life insurance coverage under the Policy will
end. You may also withdraw part of your Policy Value through a partial
withdrawal. A partial withdrawal must equal at least $500. For more detail, see
"Amount Payable on Surrender of the Policy" and "Partial Withdrawals", on page
__.

We may subtract a surrender charge from the surrender proceeds. The surrender
charge equals the amount shown in the surrender charge table in your Policy,
plus any additional surrender charge due to increases in the Face Amount of your
Policy. The amount of the surrender charge decreases over time.

Generally, the initial amount of the Surrender Charge depends on the Face Amount
of your Policy and theInsured Persons' age at issue, sex, and underwriting
status as smokers or non-smokers. For example, if the Insured Persons are a male
age 55__ and a female age __55 and the Face Amount of coverage is $1,000,000
when your Policy is issued, the initial Surrender Charge would be as follows:

Both Non-Smokers....................... $13,867.00
Both Smokers........................... $23,975.00

The Surrender Charge rates for each category are greater or lesser according to
the ages of the Insured Persons when your Policy is issued. The maximum initial
Surrender Charge will never be greater than $60 per $1000 of the initial Face
Amount coverage and will never be less than $3.00 per $1000 amount of coverage.

If you surrender your Policy after fourteen Policy Years have elapsed, we will
not charge a surrender charge (unless you have increased the Face Amount of your
Policy, as explained below). Before that time, we determine the applicable
surrender charge by multiplying the initial surrender charge on your Policy by
the appropriate surrender charge percentage for the Policy Year in which the
surrender occurs. The applicable surrender charge percentage depends on the
younger Insured's sex and age and number of years elapsed since your Policy was
issued. The applicable surrender charge percentage begins to decrease after the
seventh Year.

If you increase the Initial Face Amount of your Policy, we will determine an
additional surrender charge amount applicable to the amount of the increase. We
calculate the additional surrender charge using the same procedures described
above, except that we use the Insured Persons' ages and underwriting classes at
the time of the increase, rather than at the time your Policy was issued.

We will include in your Policy a table showing the surrender charge rates and
the surrender charge percentages applicable under the Policies. For more detail,
see "Surrender Charges", on page __.

In addition, each time you take a partial withdrawal, we may deduct a partial
withdrawal service fee of $10 from the amount withdrawn.

12. WHAT ARE THE TAX CONSEQUENCES OF BUYING THIS POLICY?

Your Policy is structured to meet the definition of a life insurance contract
under the Tax Code. We may need to limit the amount of Premiums you pay under
the Policy to ensure that your Policy continues to meet that definition.

Current federal tax law generally excludes all death benefits from the gross
income of the beneficiary of a life insurance policy. In addition, you generally
are not subject to taxation on any increase in the Policy Value until it is
withdrawn. Generally, you will be taxed on surrender proceeds and the proceeds
of any partial withdrawals only if those amounts, when added to all previous
distributions, exceed the total Premiums paid. Amounts received upon surrender
or withdrawal in excess of Premiums paid will be treated as ordinary income.

Special rules govern the tax treatment of life insurance policies which meet the
federal definition of a modified endowment contract. Depending on the amount and
timing of your Premiums, your Policy may meet that definition. Under current tax
law, death benefit payments under modified endowment contract, like death
benefit payments under life insurance contracts, generally are excluded from the
gross income of the beneficiary. Withdrawals and policy loans, however, are
treated differently. Amounts withdrawn and policy loans are treated first as
income, to the extent of any gain, and then as a return of premium. The income
portion of the distribution is includable in your taxable income. Also, an
additional 10% penalty tax is generally imposed on the taxable portion of
amounts received before age 59 1/2. For more information on the tax treatment of
the Policy, see "Tax Matters", beginning on page __.

13. CAN I RETURN THIS POLICY AFTER IT HAS BEEN DELIVERED?

You may cancel your Policy by returning it to us within ten days after you
receive it, or after whatever longer period may be permitted by state law. If
you return your Policy, the Policy terminates and, in most states, we will pay
you an amount equal to your Policy Value on the date we receive the Policy from
you, plus any charges previously deducted. In some states, we are required to
send you the amount of your Premiums. In those states, we currently are
allocating your initial Premium as described in the answer to question 7 above.
In the future, however, if you live in one of those states, we reserve the right
to delay allocating your Premiums to the Subaccounts you have selected or to the
Fixed Account until 20 days after the Issue Date or, if your state's free look
period is longer than ten days, for ten days plus the period required by state
law. We will allocate Premiums received during that time to the Fidelity Money
Market Sub-Account. Your Policy will contain specific information about your
free-look rights in your state.

In addition, during the first two Policy Years or the first two years after an
increase in the Face Amount, if the Policy is in force you may convert it into a
non-variable universal life insurance policy. We will accomplish this by
transferring all of your Policy Value to the Fixed Account and ending your right
under the Policy to allocate Policy Value to the Subaccounts. We will not charge
you to perform this amendment.

PURCHASE OF POLICY AND ALLOCATION OF PREMIUMS

APPLICATION FOR A POLICY. You may apply to purchase a Policy by submitting a
written application to us at our home office. We generally will not issue
Policies to insure people who are older than age 85. The minimum Face Amount for
a Policy is $250,000. Before we issue a Policy, we will require you to submit
evidence satisfactory to us that the Insured Persons meet our underwriting
requirements to issue coverage. Acceptance of your application is subject to our
underwriting rules. We reserve the right to reject your application for any
lawful reason. If we do not issue a Policy to you, we will return your Premium
to you. We reserve the right to change the terms or conditions of your Policy to
comply with changes in the applicable law.

We will issue your Policy when we have determined that your application meets
our underwriting requirements. We will apply our customary underwriting
standards to the proposed Insured Persons. If on the Issue Date there are
outstanding requirements that prevent us from placing your policy in force, we
will allocate your Premium when all requirements have been met. An example of an
outstanding requirement is an amendment to your application that requires your
signature.

We will commence coverage of the Insured Persons under the Policy, if they are
both then still living, on the later of:

1) the Issue Date, and
2) the date that we receive your first Premium,
3) the date that all requirements have been met.

If you pay a Premium with your application and your requested Face Amount is
less than $500,000, we will provide the Insured Persons with temporary
conditional insurance if you meet all of the terms of a conditional receipt. The
temporary conditional insurance provides coverage during the underwriting of
your application if both Insured Persons are ultimately approved for coverage on
the same basis as the risk classification and Face Amount of coverage for which
you applied. If your application qualifies for temporary conditional insurance,
coverage generally starts when you complete your application and pay the first
Premium. If a medical exam or lab test results are required, however, temporary
conditional coverage starts when all medical exams and lab tests have been
completed. The Issue Date determines Monthly Deduction Days, Policy months, and
Policy Years.

PREMIUMS. During the first Policy Year, you must pay an amount at least equal to
the required Premium shown in your Policy. We will send you a reminder notice if
you pay annually, semi-annually, or quarterly. You may also make a Monthly
Automatic Payment.

After the first Policy Year, you may pay additional Premiums at any time, and in
any amount, as long as your Premium would not cause your Policy to lose its
status as a life insurance contract under the Tax Code, as explained below.

While your Policy also will show a planned periodic Premium amount, you are not
required to pay planned periodic Premiums. The planned periodic Premium is set
by you when you purchase your Policy. Your Policy will not lapse, however,
merely because you did not pay a planned periodic Premium.

Even if you pay all of the planned periodic Premiums, however, your Policy
nevertheless may enter the Grace Period and thereafter lapse if you have not
paid the required Safety Net or Age 100 No Lapse Premium amounts and the Net
Surrender Value is no longer enough to pay the Monthly Deductions. However,
paying planned periodic Premiums will generally provide greater benefits than if
a lower amount of Premium is paid. Paying planned periodic Premiums can also
help to keep your Policy in force if your payments are greater than or equal to
the Safety Net or Age 100 No Lapse Premium amounts.

Premiums must be sent to us at our home office. Unless you request otherwise in
writing, we will treat all payments received while a Policy loan exists as new
Premium.

PREMIUM LIMITS. Before we will accept any Premium that would require an increase
in the net amount at risk under the Policy, you first must provide us with
evidence of insurability. The Tax Code imposes limits on the amount of Premium
that can be contributed under a life insurance contract. If you exceed this
limit, your Policy would lose its favorable federal income tax treatment under
the Tax Code. Accordingly, we will not accept any Premium which would cause your
Policy to exceed this limit, unless you increase the Face Amount of your Policy
appropriately. To obtain this increase, you must submit a written request to us
and provide evidence of insurability meeting our then current underwriting
standards. Otherwise, we will only accept the portion of your Premium that would
cause your total Premiums to equal the maximum permitted amount and we will
return the excess to you. In addition, we will not accept any additional Premium
from you until we can do so without exceeding the limit set by the Tax Code.

MODIFIED ENDOWMENT CONTRACTS. Under certain circumstances, a Policy could be
classified as a "modified endowment contract", a category of life insurance
contract defined in the Tax Code. If your Policy were to become a modified
endowment contract, distributions and loans from the Policy could result in
current taxable income for you, as well as other adverse tax consequences. These
tax consequences are described in more detail in "Tax Matters--Modified
Endowment Contracts", on page __.

Your Policy could be deemed to be a modified endowment contract if, among other
things, you pay too much Premium or the Death Benefit is reduced. We will
monitor the status of your Policy and advise you if you need to take action to
prevent the Policy from being deemed to be a modified endowment contract. If you
pay a Premium that would result in your Policy being deemed a modified endowment
contract, we will notify you and allow you to request a refund of the excess
Premium, or other action, to avoid having your Policy being deemed a modified
endowment contract. If, however, you choose to have your Policy deemed a
modified endowment contract, we will not refund the Premium.

If you replace a modified endowment contract issued by another insurer with a
Policy, your Policy will also be deemed to be a modified endowment contract. Our
ability to determine whether a replaced policy issued by another insurer is a
modified endowment contract is based solely on the sufficiency of the policy
data we receive from the other insurer. We do not consider ourselves to be
liable to you if that data is insufficient to accurately determine whether the
replaced policy is a modified endowment contract. You should discuss this issue
with your tax adviser if it pertains to your situation. Based on the information
provided to us, we will notify you as to whether you can contribute more Premium
to your Policy without causing it to become a modified endowment contract.

"SAFETY NET" AND "AGE 100 NO LAPSE" PREMIUMS. The Safety Net and Age 100 No
Lapse Premium features are intended to enable you to ensure that your Policy
will remain in force during a specified period regardless of changes in the
Policy Value. The specified Safety Net period is the first ten Policy Years or,
if sooner, until the Policy Anniversary after the younger Insured Person reaches
age 90. The specified Age 100 No Lapse period can extend until the first Policy
Anniversary after the younger Insured Person reaches age 100 unless you change
to Death Benefit Option 2 before then.

As a general rule, your Policy will enter the Grace Period, and may lapse, if
the Net Surrender Value is not sufficient to pay a Monthly Deduction when it is
due. Under the Safety Net and Age 100 No Lapse Premium features, however, we
guarantee that regardless of declines in your Policy Value, your Policy will not
enter the Grace Period if your Policy is still within either or both of the
Safety Net or Age 100 No Lapse periods, and you have met our premium payment
test for that period. The Safety Net Premium test requires that the cumulative
amount of all premiums you have paid under your policy (less any partial
withdrawals you have made and less any outstanding Policy Debt) at least equals
the cumulative amount of monthly Safety Net premiums for the number of Policy
Months that have then elapsed. If you have failed to pay Safety Net Premiums on
a timely basis and the Net Surrender Value is not sufficient to cover all Policy
charges and expenses, we will send you a notice of this deficiency. At that time
you will have the option to pay an amount equal to either:

1) the shortfall between the total value of all Safety Net premiums for the
number of Policy Months that have elapsed less the amount of Safety Net
premium previously paid; or

2) the amount necessary to bring the Net Surrender Value up to a positive
amount.

The Age 100 No Lapse Premium test requires that, as of each Monthly Deduction
Day, the cumulative amount of all premiums you have paid under your policy (less
any partial withdrawals you have made and less any outstanding Policy Debt) at
least equals the cumulative amount of monthly Age 100 No Lapse Premium for the
number of Policy Months that have then elapsed. The Age 100 No Lapse Premiums
will be higher than the Safety Net Premiums, because the period of the Age 100
No Lapse guarantee is longer, and the Age 100 No Lapse guarantee will become
unavailable if you ever choose or have chosen Death Benefit Option 2.

During the first Policy Year, the Safety Net Premium amount will equal the
required Premium. As a result, if you continue to pay that amount on a timely
basis, take no Policy loans or partial withdrawals, and request no benefit
changes, the Safety Net Premium feature will remain in effect for its full
period. The amounts of your Safety Net and Age 100 No Lapse premiums appear on
page 3 of your Policy. We determine these premium amounts actuarially based on
the Face Amount and optional rider benefits you have chosen, as well as the age,
gender and other insurance risk characteristics of the Insured Persons. If you
increase your Policy's Face Amount or add certain rider benefits, the amount of
your Safety Net and Age 100 No Lapse Premiums due for subsequent months may
increase. A decrease in Face Amount, cancellation of a rider benefit or certain
partial withdrawals can cause these premium amounts to decrease for subsequent
months. A change in Death Benefit Option may similarly change the Safety Net
Premium. We will send you a revised page 3 that shows any new Safety Net or Age
100 No Lapse Premium amounts.

If on any Monthly Deduction Day you fail to meet the premium requirement for the
Age 100 No Lapse guarantees, we will let you know and you will have 61 days to
satisfy the shortfall, assuming the period of the guarantee has not yet expired.
If you do not pay at least the shortfall, the Age 100 No Lapse guarantee will
end and it cannot be reinstated. If the Age 100 No Lapse guarantee is no longer
in effect, the Policy will stay in force only as long as the Net Surrender Value
is sufficient to pay the Monthly Deductions, or the Safety Net feature is in
effect. For more detail about the circumstances in which the Policy will lapse,
see "Lapse and Reinstatement", on page __.

ALLOCATION OF PREMIUMS. Your Net Premiums are allocated to the Subaccount(s) and
the Fixed Account in the proportions that you have selected. You must specify
your allocation percentages in your Policy application. Percentages must be in
whole numbers and the total allocation must equal 100%.

We will allocate your subsequent Net Premiums in those percentages, until you
give us new allocation instructions.

You initially may allocate your Policy Value to up to twenty-one options,
counting each Subaccount and the Fixed Account as one option. You may add or
delete Subaccounts and/or the Fixed Account from your allocation instructions,
but we will not execute instructions that would cause you to have Policy Value
in more than twenty-one options. In the future we may waive this limit.

Usually, we will allocate your initial Net Premium to the Subaccounts and the
Fixed Account, as you have instructed us, on the Issue Date. If you do not pay
first Premium until after the Issue Date, we will allocate your initial Net
Premium to the Subaccounts on the date we receive it. If there are outstanding
requirements when we issue the Policy which prevent us from placing your Policy
in force, your Premiums will not be allocated until all requirements are
satisfied. No earnings or interest will be credited before the Issue Date.

We will make most valuations in connection with the Policy on the date a Premium
is received or your request for other action is received, if that date is a
Valuation Date and a date that we are open for business. Otherwise we will make
that determination on the next succeeding day which is a Valuation Date and a
date on which we are open for business.

POLICY VALUE. Your Policy Value is the sum of the value of your Accumulation
Units in the Subaccounts you have chosen, plus the value of your interest in the
Fixed Account, plus your Loan Account. Your Policy Value will change daily to
reflect the performance of the Subaccounts you have chosen, the addition of
interest credited to the Fixed Account, the addition of net Premiums, and the
subtraction of partial withdrawals and charges assessed. There is no minimum
guaranteed Policy Value.

On the Issue Date or, if later, the date your first Premium is received, your
Policy Value will equal the Net Premium less the Monthly Deduction for the first
Policy Month.

On each Valuation Date, the portion of your Policy Value in a particular
Subaccount will equal: (1) The total value of your Accumulation Units in the
Subaccount; plus (2) Any Net Premium received from you and allocated to the
Subaccount during the current Valuation Period; plus (3) Any Policy Value
transferred to the Subaccount during the current Valuation Period; minus (4) Any
Policy Value transferred from the Subaccount during the current Valuation
Period; minus (5) Any amounts withdrawn by you (plus the applicable withdrawal
charge) from the Subaccount during the current Valuation Period; minus (6) The
portion of any Monthly Deduction allocated to the Subaccount during the current
Valuation Period for the Policy Month following the Monthly Deduction Day.

On each Valuation Date, the portion of your Policy Value in the Fixed Account
will equal:

(1) Any Net Premium allocated to it, plus

(2) Any Policy Value transferred to it from the Subaccounts; plus

(3) Interest credited to it; minus

(4) Any Policy Value transferred out of it; minus

(5) Any amounts withdrawn by you (plus the applicable withdrawal charge); minus

(6) The portion of any Monthly Deduction allocated to the Fixed Account.

All Policy Values equal or exceed those required by law. Detailed explanations
of methods of calculation are on file with the appropriate regulatory
authorities.

ACCUMULATION UNIT VALUE. The Accumulation Unit Value for each Subaccount will
vary to reflect the investment experience of the corresponding Portfolio. We
will determine the Accumulation Unit Value for each Subaccount on each Valuation
Day. A Subaccount's Accumulation Unit Value for a particular Valuation Day will
equal the Subaccount's Accumulation Unit Value on the preceding Valuation Day
multiplied by the Net Investment Factor for that Subaccount for the Valuation
Period then ended. The Net Investment Factor for each Subaccount is (1) divided
by (2), where: (1) is the sum of (a) the asset value per share of the
corresponding Portfolio at the end of the current Valuation Period and (b) the
per share amount of any dividend or capital gains distribution by that Portfolio
if the ex-dividend date occurs in that Valuation Period; and (2) is the net
asset value per share of the corresponding Portfolio at the end of the
immediately preceding Valuation Period.

You should refer to the Prospectuses for the Portfolios which accompany this
Prospectus for a description of how the assets of each Portfolio are valued,
since that determination has a direct bearing on the Net Investment Factor of
the corresponding Subaccount and, therefore, your Policy Value. For more detail,
see "Policy Value", on page __.

TRANSFER OF POLICY VALUE. While the Policy is in force, you may transfer Policy
Value among the Fixed Account and Subaccounts in writing or by telephone.
Currently, there is no minimum transfer amount, except in states where a minimum
transfer amount is required by law. We may set a minimum transfer amount in the
future.

You currently may not have Policy Value in more than twenty-one options,
counting each Subaccount and the Fixed Account as one option. Accordingly, we
will not perform a transfer that would cause your Policy to exceed that limit.
We may waive this limit in the future.

As a general rule, we only make transfers on days when we and the NYSE are open
for business. If we receive your request on one of those days, we will make the
transfer that day. We close our offices for business on certain days immediately
preceding or following certain national holidays when the NYSE is open for
business. For calendar year 1999, our offices will be closed on July 5th,
November 26th, December 24th, and December 31st. For transfers requested on
these days, we will make the transfer on the first subsequent day on which we
and the NYSE are open.

We have established special requirements for transfers from the Fixed Account.
You may make a lump sum transfer from the Fixed Account to the Subaccounts only
during the 60 day period beginning on the Issue Date and each Policy
Anniversary. We will not process transfer requests received at any other time.
Transfers pursuant to a Dollar Cost Averaging or Portfolio Rebalancing program
may occur at any time at the intervals you have selected.

The maximum amount which may be transferred as a lump sum or as portfolio
rebalancing transfers from the Fixed Account during a Policy Year usually is:

- - 30% of the Fixed Account balance on the most recent Policy Anniversary; or

- - the largest total amount transferred from the Fixed Account in any prior
Policy Year.

This limit also applies to transfers under a Dollar Cost Averaging program,
unless you choose to transfer your entire Fixed Account balance to Subaccounts.
In that case, your maximum monthly transfer amount may not be more than 1/36th
of your Fixed Account balance on the day of the first transfer. We may waive or
modify these restrictions on transfers from the Fixed Account. You may not
transfer Policy Value or allocate new Premiums into the Fixed Account, if
transfers are being made out under the Dollar Cost Averaging program.

In addition, you may transfer 100% of the Fixed Account balance in a lump sum to
the Subaccount(s), if on any Policy Anniversary the interest rate on the Fixed
Account is lower than it was on the Policy Anniversary one year previously or if
on the first Policy Anniversary that interest rate is lower than it was on the
Issue Date. We will notify you by mail if this occurs. You may request a
transfer for 60 days following the date we mail notification to you.

The Policy permits us to defer transfers from the Fixed Account for up to six
months from the date you ask us.

TRANSFERS AUTHORIZED BY TELEPHONE. You may make transfers by telephone, if you
first send us a completed authorization form. The cut off time for telephone
transfer requests is 4:00 p.m. Eastern time. Calls completed before 4:00 p.m.
will be effected on that day at that day's price. Calls completed after 4:00
p.m. will be effected on the next day on which we and the NYSE are open for
business, at that day's price.

In the future, we may charge you the transfer fee described on page __, although
currently we are waiving it. In addition, we may suspend, modify or terminate
the telephone transfer privilege at any time without notice.

We use procedures that we believe provide reasonable assurance that telephone
authorized transfers are genuine. For example, we tape telephone conversations
with persons purporting to authorize transfers and request identifying
information. Accordingly, we disclaim any liability for losses resulting from
allegedly unauthorized telephone transfers. However, if we do not take
reasonable steps to help ensure that a telephone authorization is valid, we may
be liable for such losses.

DOLLAR COST AVERAGING. Under our automatic Dollar Cost Averaging program, while
the Policy is in force you may authorize us to transfer a fixed dollar amount at
fixed intervals from the Fixed Account or a Subaccount of your choosing to up to
eight options, including other Subaccounts or the Fixed Account. The interval
between transfers may be monthly, quarterly, or annually, at your option. The
transfers will be made at the Accumulation Unit Value on the date of the
transfer. The transfers will continue until you instruct us otherwise, or until
your chosen source of transfer payments is exhausted. Currently, the minimum
transfer amount is $100 per transfer. We may change this minimum or grant
exceptions. If you elect this program, the first transfer will occur one
interval after your Issue Date.

Your request to participate in this program will be effective when we receive
your completed application at the P.O. Box given on the first page of this
Prospectus. Call or write us for a copy of the application. You may elect to
increase, decrease or change the frequency or amount of Purchase Payments under
a Dollar Cost Averaging program. Special restrictions apply to transfers from
the Fixed Account. They are explained above.

The theory of dollar cost averaging is that you will purchase more units when
the unit prices are relatively low rather than when the prices are higher. As a
result, when purchases are made at fluctuating prices, the average cost per unit
is less than the average of the unit prices on the purchase dates. However,
participation in this program does not assure you of a greater profit from your
purchases under the program; nor will it prevent or necessarily reduce losses in
a declining market. You may not use dollar cost averaging and portfolio
rebalancing at the same time.

PORTFOLIO REBALANCING. Portfolio rebalancing allows you to maintain the
percentage of your Policy Value allocated to each Subaccount and/or the Fixed
Account at a pre-set level. For example, you could specify that 30% of your
Policy Value should be in the Balanced Portfolio, 40% in the Growth
Portfolio-Janus Aspen Series and 30% in the Fidelity VIP II Contrafund
Portfolio. Over time, the variations in each Subaccount's investment results
will shift the balance of your Policy Value allocations. Under the portfolio
rebalancing feature, we will automatically transfer your Policy Value, including
new Premiums (unless you specify otherwise), back to the percentages you
specify. Portfolio rebalancing is consistent with maintaining your allocation of
investments among market segments, although it is accomplished by reducing your
Policy Value allocated to the better performing segments.

You may choose to have rebalances made monthly, quarterly, semi-annually, or
annually. We will not charge a transfer fee for portfolio rebalancing. No more
than eight Subaccounts, or seven Subaccounts and the Fixed Account, can be
included in a Portfolio Rebalancing program at one time.

Transfers from the Fixed Account under a Portfolio Rebalancing program are
subject to the overall limit on transfers from the Fixed Account. Accordingly,
if the total amount transferred from the Fixed Account in any Policy Year
reaches that limit before the end of the year, we will not transfer additional
amounts from the Fixed Account for portfolio rebalancing purposes until the next
Policy Year.

You may request Portfolio Rebalancing at any time by submitting a completed
written request to us at the address given on the first page of this Prospectus.
Please call or write us for a copy of the request form. If you stop Portfolio
Rebalancing, you must wait 30 days to begin again. The date of your rebalancing
must coincide with the same day of the month as your Issue Date. If you request
rebalancing on your Policy application but if you do not specify a date for your
first rebalancing, it will occur one period after the Issue Date. Otherwise,
your first rebalancing will occur one period after we receive your completed
request form. All subsequent rebalancing will occur at the intervals you have
specified on the day of the month that coincides with the same day of the month
as your Issue Date.

Generally, you may change the allocation percentages, frequency, or choice of
Subaccounts at any time. If you include the Fixed Account in a Portfolio
Rebalancing program, however, in any consecutive twelve months you may not
change the allocation percentages more than twice and the total change to the
Fixed Amount allocation may not exceed 20%. We may waive this restriction.

If your total Policy Value subject to rebalancing falls below any minimum value
that we may establish, we may prohibit or limit your use of portfolio
rebalancing. You may not use Dollar Cost Averaging and Portfolio Rebalancing at
the same time. We may change, terminate, limit, or suspend Portfolio Rebalancing
at any time.

SPECIALIZED USES OF THE POLICY. Because the Policy provides for an accumulation
of Policy Value as well as a Death Benefit, you may wish to use it for various
individual and business financial planning purposes. Purchasing the Policy in
part for such purposes involves certain risks. For example, if the investment
performance of the Subaccounts is poorer than expected or if sufficient Premiums
are not paid, the Policy may lapse or may not accumulate sufficient Policy Value
to fund the purpose for which you purchased the Policy. Withdrawals and Policy
loans may significantly affect current and future Policy Value, Surrender Value,
or Death Benefit proceeds. Depending upon the investment performance of the
Portfolios in which the Subaccounts invest and the amount of a Policy loan, a
Policy loan may cause your Policy to lapse. Because the Policy is designed to
provide benefits on a long-term basis, before purchasing a Policy for a
specialized purpose, you should consider whether the long-term nature of the
Policy is consistent with the purpose for which it is being considered. In
addition, using a Policy for a specialized purpose may have tax consequences.
(See "Tax Matters," beginning on page __.)

THE INVESTMENT AND FIXED ACCOUNT OPTIONS

SEPARATE ACCOUNT INVESTMENTS

PORTFOLIOS. Each of the Subaccounts of the Separate Account invests in the
shares of one of the Portfolios. Each Portfolio is either an open-end management
investment company registered under the Investment Company Act of 1940 or a
separate investment series of an open-end management investment company. We have
briefly described the Portfolios below. You should read the current Prospectuses
for the Portfolios for more detailed and complete information concerning the
Portfolios, their investment objectives and strategies, and the investment risks
associated with the Portfolios. If you do not have a Prospectus for a Portfolio,
contact us and we will send you a copy.

Each Portfolio holds its assets separate from the assets of the other
Portfolios, and each Portfolio has its own distinct investment objective and
policies. Each Portfolio operates as a separate investment fund, and the income,
gains, and losses of one Portfolio have no effect on the investment performance
of any other Portfolio.

We do not promise that the Portfolios will meet their investment objectives.
Amounts you have allocated to Subaccounts may grow in value, decline in value,
or grow less than you expect, depending on the investment performance of the
Portfolios in which those Subaccounts invest. You bear the investment risk that
those Portfolios possibly will not meet their investment objectives. YOU SHOULD
CAREFULLY REVIEW THE PORTFOLIOS' PROSPECTUSES BEFORE ALLOCATING AMOUNTS TO THE
SUBACCOUNTS OF THE SEPARATE ACCOUNT.

JANUS ASPEN SERIES (investment adviser: Janus Capital Corporation)

FLEXIBLE INCOME PORTFOLIO seeks to maximize total return from a combination of
current income and capital appreciation, with an emphasis on current income.
This Portfolio invests in all types of income-producing securities. This
Portfolio may have substantial holdings of debt securities rated below
investment grade. Investments in such securities present special risks; you are
urged to carefully read the risk disclosure in the accompanying Prospectus for
the Portfolio before allocating amounts to the Janus Flexible Income Subaccount.

BALANCED PORTFOLIO seeks both growth of capital and current income. This
Portfolio usually invests 40-60% of its assets in securities selected primarily
for their growth potential and 40-60% of its assets in securities selected
primarily for their income potential.

GROWTH PORTFOLIO seeks long-term growth of capital by investing primarily in a
diversified portfolio of common stocks of a large number of issuers of any size.
Generally, this Portfolio emphasizes issuers with larger market capitalizations.

AGGRESSIVE GROWTH PORTFOLIO seeks long-term growth of capital. It is a
non-diversified fund. It usually invests at least 50% of its equity assets in
securities issued by medium-sized companies, which are companies whose market
capitalizations at the time of purchase by the Portfolio fall within the same
range as companies in the S&P MidCap 400 Index. This range is expected to change
on a regular basis. This Portfolio may invest its remaining assets in smaller or
larger issuers.

WORLDWIDE GROWTH PORTFOLIO seeks long-term growth of capital by investing in a
diversified portfolio of common stocks of foreign and domestic issuers of any
size. This Portfolio usually invests in issuers from at least five different
countries including the United States.

FEDERATED INSURANCE MANAGEMENT SERIES (investment adviser: Federated Advisers)

FEDERATED UTILITY FUND II'S investment objective is to achieve high current
income and moderate capital appreciation. The Portfolio invests primarily in
equity and debt securities of utility companies that produce, transmit, or
distribute gas and electric energy, as well as those companies that provide
communications facilities, such as telephone and telegraph companies.

FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II'S investment objective is to
provide current income. The Portfolio invests in direct obligations of the U.S.
Government or its agencies or instrumentalities, and securities guaranteed by
the U.S. Government, its agencies, or instrumentalities. This Portfolio may also
invest in certain collateralized mortgage obligations and repurchase agreements.

FEDERATED HIGH INCOME BOND FUND II'S investment objective is to seek high
current income. This Portfolio invests at least 65% of its assets in lower rated
corporate debt obligations, such as preferred stocks, bonds, debentures, notes,
equipment lease certificates and equipment trust certificates. Some of these
fixed income securities may involve equity features. Under normal circumstances,
this Portfolio will not invest more than 10% of the value of its total assets in
equity securities.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND (investment adviser: Fidelity
Management & Research Company)

MONEY MARKET PORTFOLIO seeks to obtain as high a level of current income as is
consistent with preserving capital and providing liquidity. This Portfolio will
limit its investments to securities with remaining maturities of 397 days or
less.

EQUITY-INCOME PORTFOLIO seeks reasonable income by investing primarily in
income-producing equity securities. The goal is to achieve a higher yield than
the composite yield of the S&P 500 Composite Stock Price Index. At least 65% of
this Portfolio's assets will be invested in income producing common or preferred
stock. The remainder will usually be invested in convertible and non-convertible
debt obligations.

GROWTH PORTFOLIO seeks to achieve capital appreciation. This Portfolio usually
purchases common stocks, although its investments are not restricted to any one
type of security.

OVERSEAS PORTFOLIO seeks long-term growth of capital primarily through
investments in foreign securities. At least 65% of this Portfolio's assets will
be invested in securities of issuers outside of North America. Most issuers will
be located in developed countries in the Americas, the Far East and Pacific
Basin, Scandinavia and Western Europe.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II (investment adviser: Fidelity
Management & Research Company)

ASSET MANAGER PORTFOLIO seeks to obtain high total return with reduced risk over
the long term by allocating its assets among domestic and foreign stocks, bonds,
and short-term fixed-income securities. Usually, this Portfolio's assets will be
allocated within the following guidelines: 50-100% in stocks (equities); 0-50%
in bonds (intermediate to long-term); and 0-50% in short-term instruments.

CONTRAFUND PORTFOLIO seeks capital appreciation by investing mainly in equity
securities of companies that the Portfolio's adviser believes to be undervalued
due to an overly pessimistic appraisal by the public. This Portfolio usually
invests primarily in common stock of domestic and foreign issuers,, but it may
invest in any type of security that may produce capital appreciation.

INDEX 500 PORTFOLIO seeks long-term capital growth through the purchase of a
portfolio of securities that broadly represents the U.S. stock market, as
measured by the S&P 500. By investing to match the return of the S&P 500, the
Portfolio seeks to keep expenses low. The Portfolio does not expect to achieve
potentially greater results than could be obtained by a fund that aggressively
seeks growth.

THE ALGER AMERICAN FUND (investment adviser: Fred Alger Management)

INCOME AND GROWTH PORTFOLIO seeks primarily to provide a high level of dividend
income. Capital appreciation is a secondary objective of the Portfolio. It is a
fundamental policy of the Portfolio to invest at least 65% of its total assets
in dividend paying equity securities, under normal circumstances. The Portfolio
usually attempts to invest 100% of its assets in dividend paying equity
securities.

SMALL CAPITALIZATION PORTFOLIO seeks long-term capital appreciation. Under
normal circumstances, 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 or the S&P SmallCap 600 Index. The Portfolio may invest its remaining
assets in equity securities of companies that at the time of purchase have total
market capitalization outside of this combined range.

GROWTH PORTFOLIO seeks long-term capital appreciation. Under normal
circumstances, the Portfolio invests at least 65% of its total assets in equity
securities of companies that have 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 have total market capitalization of less than $1
billion.

MIDCAP GROWTH PORTFOLIO seeks long-term capital appreciation. Under normal
circumstances, the Portfolio invests at least 65% of its total assets in equity
securities of companies that have total market capitalization within the range
of companies included in the S&P MidCap 400 Index.

LEVERAGED ALLCAP PORTFOLIO seeks long-term capital appreciation. Except during
temporary defensive periods, the Portfolio invests at least 85% of its net
assets in equity securities of companies of any size. The Portfolio may purchase
put and call options and sell (write) covered call and put options on securities
and securities indexes to increase gain and to hedge against the risk of
unfavorable price movements, and may enter into futures contracts on securities
indexes and purchase and sell call and put options on these futures contracts.
The Portfolio may also borrow money for the purchase of additional securities.

SCUDDER VARIABLE LIFE INVESTMENT FUND (investment adviser: Scudder, Stevens &
Clark, Inc.) The Scudder Variable Life Investment Fund has two classes of
shares. The Subaccounts invest in Class A shares, which do not impose
distribution fees.

BOND PORTFOLIO seeks high income from a high quality portfolio of debt
securities. Under normal circumstances, this Portfolio invests at least 65% of
its assets in bonds including those of the U.S. Government and its agencies and
those of corporations and other notes and bonds paying high current income. This
Portfolio can invest in a broad range of short, intermediate and long-term
securities.

BALANCED PORTFOLIO seeks a balance of growth and income from a diversified
portfolio of equity and fixed income securities. The Portfolio also seeks
long-term preservation of capital through a quality-oriented investment approach
that is designed to reduce risk. The Portfolio will invest its assets in equity
securities, debt securities with maturities generally exceeding one year, and
money market instruments and other debt securities with maturities generally not
exceeding thirteen months. Not more than 75% of this Portfolio's net assets may
be invested in stocks or other equity investments. Generally, 25%-50% of the
Portfolio's net assets are invested in bonds.

GROWTH AND INCOME PORTFOLIO seeks long-term growth of capital, current income
and growth of income. In pursuing these three objectives, the Portfolio invests
primarily in common stocks, preferred stocks, and securities convertible into
common stocks of companies which offer the prospect for growth of earnings while
paying higher than average current dividends. The Portfolio allocates its
investments among different industries and companies, and changes its portfolio
securities for investment considerations and not for trading purposes.

GLOBAL DISCOVERY PORTFOLIO seeks above-average capital appreciation over the
long term by investing primarily in the equity securities of small companies
located throughout the world. The Portfolio is designed for investors looking
for above-average appreciation potential (when compared with the overall
domestic stock market as reflected by the S&P 500 Stock Composite Price Index)
and the benefits of investing globally, but who are willing to accept
above-average stock market risk, the impact of currency fluctuation, and little
or no current income. The Portfolio generally invests in small, rapidly growing
companies that offer the potential for above-average returns relative to larger
companies, yet are frequently overlooked and thus undervalued by the market.

INTERNATIONAL PORTFOLIO seeks long-term growth of capital primarily through
diversified holdings of marketable foreign equity investments. The Portfolio
invests in companies, wherever organized, which do business primarily outside
the United States. The Portfolio intends to diversify investments among several
countries and to have represented in its holdings business activities in not
less than three different countries, excluding the United States. The Portfolio
invests primarily in equity securities of established companies, listed on
foreign exchanges, which its adviser believes have favorable characteristics. It
may also invest in fixed income securities of foreign governments and companies.

STRONG VARIABLE INSURANCE FUNDS, INC. (investment adviser: Strong Capital
Management, Inc.)

DISCOVERY FUND II seeks capital growth. The Portfolio usually emphasizes equity
investments, although it has the flexibility to invest in any security the
adviser believes has the potential for capital appreciation. The Portfolio's
strategy is to invest generally in small cap companies that are in good
businesses, are headed by capable and motivated management, and trade at
attractive valuations. To a limited extent, and by prospectus, the Portfolio may
invest in mid or large cap stocks as well.

GROWTH FUND II seeks capital growth. The Portfolio invests primarily in equity
securities that the adviser believes have above-average growth prospects and are
selling at reasonable valuations. The Portfolio generally has over half of its
assets in small- and mid-cap issues as these companies tend to have the highest
growth rates.

STRONG OPPORTUNITY FUND II, INC. (investment adviser: Strong Capital Management,
Inc.)

OPPORTUNITY FUND II seeks capital growth. The Portfolio currently emphasizes
medium-sized companies that the adviser believes are under-researched and
attractively valued. To achieve its investment goals, the Portfolio seeks to
find well-managed companies that have sustainable growth prospects but that are
selling at prices below their private market values.

T. ROWE PRICE INTERNATIONAL SERIES, INC. (investment adviser: Rowe Price-Fleming
International, Inc., a joint venture between T. Rowe Price Associates, Inc. and
Robert Fleming Holdings, Ltd.)

T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO seeks long-term growth of capital
through investments primarily in common stocks of established, non-U.S.
companies. The Portfolio invests substantially all of its assets outside the
United States and broadly diversifies its investments among developed and
emerging countries throughout the world.

T. ROWE PRICE EQUITY SERIES, INC. (investment adviser: T. Rowe Price Associates,
Inc.)

T. ROWE PRICE NEW AMERICA GROWTH PORTFOLIO seeks long-term growth of capital
through investment primarily in the common stocks of U.S. growth companies
operating in service industries. The Portfolio will invest most of its assets in
service companies, regardless of size, that the adviser believes to be
above-average performers in their fields. The Portfolio may invest up to 25% of
its assets in growth companies outside the service sector.

T. ROWE PRICE MID-CAP GROWTH PORTFOLIO seeks long-term capital appreciation by
investing mid-cap stocks with the potential for above-average earnings growth.
The Advisor will invest at least 65% of the Portfolio's assets in a diversified
portfolio of common stocks of mid-cap companies whose earnings the adviser
expects to grow at a faster rate than the average company. The adviser defines
mid-cap companies as those with market capitalizations within the range of
companies in the S&P 400 Mid-Cap Index. However, the Portfolio will not
automatically sell or cease to purchase stock of a company it already owns just
because the company's market cap grows or falls outside this range. The
Portfolio also may invest in other types of securities, such as foreign
securities, convertible stocks and bonds, and warrants, when consistent with the
Portfolio's investment objective.

T. ROWE PRICE EQUITY INCOME PORTFOLIO seeks to provide substantial dividend
income as well as long-term growth of capital by investing primarily in common
stocks of established companies. Under normal circumstances, the Portfolio
usually will invest at least 65% of its total assets in common stocks of
established companies paying above-average dividends which are expected to have
favorable prospects for dividend growth and capital appreciation. The Portfolio
may also invest in other securities such as foreign securities, convertible
stocks and bonds, and warrants when consistent with the Portfolio's investment
objective.

MFS VARIABLE INSURANCE TRUST (investment adviser: Massachusetts Financial
Services)

GROWTH WITH INCOME SERIES seeks reasonable current income, as well as long-term
growth of capital and income. The Portfolio invests in stocks of companies that
the adviser considers to be of high or improving investment quality. The
Portfolio has the flexibility to invest in derivative securities when its
managers believe such securities can provide better value relative to direct
investments in stocks and bonds.

RESEARCH SERIES seeks to provide long-term growth of capital and future income.
The Portfolio invests in the common stocks of companies the adviser believes
possess better-than-average prospects for long-term growth. The Portfolio may
invest up to 20% of its net assets in foreign and emerging market securities.
Investing in foreign and emerging market securities involves special risks and
may increase share price volatility. The Portfolio has the flexibility to invest
in derivative securities when its adviser believes such securities can provide
better value relative to direct investments in stocks and bonds.

EMERGING GROWTH SERIES seeks to provide long-term growth of capital. The
Portfolio invests primarily in common stocks of companies that are early in
their life cycles but which have the potential to become major enterprises. The
Portfolio may also invest in more established companies whose earnings growth
the adviser expects to accelerate because of special factors. Investing in
emerging growth companies involves greater risk than is customarily associated
with more established companies. The Portfolio also may invest up to 25% of its
net assets in foreign and emerging market securities. The Portfolio has the
flexibility to invest in derivative securities when its adviser believes such
securities can provide better value relative to direct investments in stocks or
bonds.

TOTAL RETURN SERIES seeks to provide above-average current income (compared to a
portfolio invested entirely in equity securities) consistent with the prudent
employment of capital. The Portfolio also seeks to provide reasonable
opportunity for growth of capital and income. The Portfolio invests in both
equities and fixed income securities. The equity segment is actively managed
with a value-oriented style of investing. The fixed income segment is actively
managed through shifts in maturity, duration, and sector components. The
Portfolio may invest up to 20% of its assets in foreign and emerging market
securities. The Portfolio has the flexibility to invest in derivative securities
when its adviser believes such securities can provide better value relative to
direct investments in stocks or bonds.

NEW DISCOVERY SERIES seeks capital appreciation. This Portfolio seeks to achieve
its objective by investing under normal market conditions at least 65% of its
total assets in companies that its adviser believes offer superior prospects for
growth. Those securities may either be listed on securities exchanges or traded
in the over-the-counter markets and may be U.S. or foreign companies.

Each Portfolio is subject to certain investment restrictions and policies which
may not be changed without the approval of a majority of the shareholders of the
Portfolio. See the accompanying Prospectuses of the Portfolios for further
information.

We automatically reinvest all dividends and capital gains distributions from the
Portfolios in shares of the distributing Portfolio at their net asset value. The
income and realized and unrealized gains or losses on the assets of each
Subaccount are separate and are credited to or charged against the particular
Subaccount without regard to income, gains or losses from any other Subaccount
or from any other part of our business. We will use the net Premiums you
allocate to a Subaccount to purchase shares in the corresponding Portfolio and
will redeem shares in the Portfolios to meet Policy obligations or make
adjustments in reserves. The Portfolios are required to redeem their shares at
net asset value and to make payment within seven days.

Some of the Portfolios have been established by investment advisers which manage
publicly traded mutual funds having similar names and investment objectives.
While some of the Portfolios may be similar to, and may in fact be modeled after
publicly traded mutual funds, you should understand that the Portfolios are not
otherwise directly related to any publicly traded mutual fund. Consequently, the
investment performance of publicly traded mutual funds and any similarly named
Portfolio may differ substantially.

Certain of the Portfolios sell their shares to Separate Accounts underlying both
variable life insurance and variable annuity contacts. It is conceivable that in
the future it may be unfavorable for variable life insurance separate accounts
and variable annuity separate accounts to invest in the same Portfolio. Although
neither we nor any of the Portfolios currently foresees any such disadvantages
either to variable life insurance or variable annuity contract owners, each
Portfolio's Board of Directors intends to monitor events in order to identify
any material conflicts between variable life and variable annuity contract
owners and to determine what action, if any, should be taken in response
thereto. If a Board of Directors were to conclude that separate investment funds
should be established for variable life and variable annuity separate accounts,
Lincoln Benefit will bear the attendant expenses.

VOTING RIGHTS. As a general matter, you do not have a direct right to vote the
shares of the Portfolios held by the Subaccounts to which you have allocated
your Policy Value. Under current law, however, you are entitled to give us
instructions on how to vote those shares on certain matters. We will notify you
when your instructions are needed and will provide proxy materials or other
information to assist you in understanding the matter at issue. We will
determine the number of votes for which you may give voting instructions as of
the record date set by the relevant Portfolio for the shareholder meeting at
which the vote will occur.

As a general rule, you are the person entitled to give voting instructions.
However, if you assign your Policy, the assignee may be entitled to give voting
instructions. Retirement plans may have different rules for voting by plan
participants.

If you send us written voting instructions, we will follow your instructions in
voting the Portfolio shares attributable to your Policy. If you do not send us
written instructions, we will vote the shares attributable to your Policy in the
same proportions as we vote the shares for which we have received instructions
from other Policy owners. We will vote shares that we hold in the same
proportions as we vote the shares for which we have received instructions from
other Policy owners.

We may, when required by state insurance regulatory authorities, disregard
Policy Owner voting instructions if the instructions require that the shares be
voted so as to cause a change in the sub-classification or investment objective
of one or more of the Portfolios or to approve or disapprove an investment
advisory contract for one or more of the Portfolios.

In addition, we may disregard voting instructions in favor of changes initiated
by Policy owners in the investment objectives or the investment adviser of the
Portfolios if we reasonably disapprove of the proposed change. We would
disapprove a proposed change only if the proposed change is contrary to state
law or prohibited by state regulatory authorities or we reasonably conclude that
the proposed change would not be consistent with the investment objectives of
the Portfolio or would result in the purchase of securities for the Portfolio
which vary from the general quality and nature of investments and investment
techniques utilized by the Portfolio. If we disregard voting instructions, we
will include a summary of that action and our reasons for that action in the
next semi-annual financial report to you.

This description reflects our view of currently applicable law. If the law
changes or our interpretation of the law changes, we may decide that we are
permitted to vote the Portfolio shares without obtaining instructions from our
Policy Owners, and we may choose to do so.

ADDITIONS, DELETIONS, AND SUBSTITUTIONS OF SECURITIES. If the shares of any of
the Portfolios should no longer be available for investment by the Policy, in
the judgment of our Board of Directors, we may add or substitute shares of
another Portfolio or mutual fund for Portfolio shares already purchased or to be
purchased in the future by Premiums under the Policy. Any substitution of
securities will comply with the requirements of the 1940 Act.

We also reserve the right to make the following changes in the operation of the
Separate Account and the Subaccounts:

(a) to operate the Separate Account in any form permitted by law;

(b) to take any action necessary to comply with applicable law or obtain and
continue any exemption from applicable laws;

(d) to add, combine, or remove Subaccounts in the Separate Account; and

(e) to assess a charge for taxes attributable to the operations of the Separate
Account or for other taxes, as described in "Deductions and Charges -
Deduction for Separate Account Income Taxes" on page __ below.

(f) to change the way in which we assess other charges, as long as the total
other charges do not exceed the amount currently charged the Separate
Account and the Portfolios in connection with the Policies.

If we take any of these actions, we will comply with the then applicable legal
requirements.

THE FIXED ACCOUNT. THE PORTION OF THE POLICY RELATING TO THE FIXED ACCOUNT IS
NOT REGISTERED UNDER THE SECURITIES ACT OF 1933 AND THE FIXED ACCOUNT IS NOT
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940.
ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS IN THE FIXED ACCOUNT
ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT,
AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED BY THE
STAFF OF THE SEC. THE STATEMENTS ABOUT THE FIXED ACCOUNT IN THIS PROSPECTUS MAY
BE SUBJECT TO GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS
REGARDING ACCURACY AND COMPLETENESS.

You may allocate part or all of your Premiums to the Fixed Account in states
where it is available. The Fixed Account is not available in some states.
Amounts allocated to the Fixed Account become part of the general assets of
Lincoln Benefit. Allstate Life invests the assets of the general account in
accordance with applicable laws governing the investments of insurance company
general accounts.

We will credit interest to amounts allocated to the Fixed Account. We guarantee
that the effective annual interest rate credited to the Fixed Account will be at
least 4%. We may credit interest at a higher rate, but we are not obligated to
do so. You assume the risk that interest credited to the Fixed Account may be no
higher than the minimum guaranteed rate.

Transfers from the Fixed Account are subject to the limitations described on
page __ above. Also, as described on page __ above, we may delay payment of
partial withdrawals or Surrender Value from the Fixed Account for up to 6
months.

POLICY BENEFITS AND RIGHTS

DEATH BENEFIT. While your Policy is in force, we will pay the Death Benefit
proceeds upon the death of the second Insured Person to die (the "surviving
Insured Person"). We will pay the Death Benefit proceeds to the named
Beneficiary(ies) or contingent Beneficiary(ies). As described below in
"Settlement Options", on page __, we will pay the Death Benefit proceeds in a
lump sum or under an optional payment plan.

The Death Benefit proceeds payable to the Beneficiary equal the applicable Death
Benefit, less any Policy Debt and less any due and unpaid charges. The proceeds
may be increased, if you have added a rider that provides an additional benefit.
We will determine the amount of the Death Benefit proceeds as of the end of the
Valuation Period during which the surviving Insured Person dies. We will usually
pay the Death Benefit proceeds within seven days after we have received due
proof of death and all other requirements we deem necessary have been satisfied.

The amount of the Death Benefit will be based on the Death Benefit Option you
have selected, any increases or decreases in the Face Amount, and in some
instances your Policy Value.

DEATH BENEFIT OPTIONS. You may choose one of two Death Benefit options:

(1) If you select Option 1, the Death Benefit will be the greater of: (a) the
Face Amount of the Policy or (b) the Policy Value multiplied by the
applicable corridor percentage as described below.

(2) If you select Option 2, the Death Benefit will be the greater of: (a) the
Face Amount plus the Policy Value, or (b) the Policy Value multiplied by
the applicable corridor percentage as described below.

While your Policy remains in force, we guarantee that the Death Benefit will not
be less than the greater of the current Face Amount of the Policy or the Policy
Value multiplied by the applicable corridor percentage. We have set forth the
applicable corridor percentages in the Policy. They vary according to the age
that the younger Insured Person had attained (or would have attained at the date
of the surviving Insured Person's death). We set the corridor percentages so as
to seek to ensure that the Policies will qualify for favorable federal income
tax treatment. An increase in Policy Value due to favorable investment
experience may therefore increase the Death Benefit above the Face Amount, and a
decrease in Policy Value due to unfavorable investment experience may decrease
the Death Benefit (but not below the Face Amount).

EXAMPLES:

A B
--------- ---------
Face Amount............................... 1,000,000 1,000,000
Death Benefit Option...................... 1 1
Younger Insured Person's Age.............. 45 45
Policy Value on Date of Death............. 480,000 340,000
Applicable Corridor Percentage............ 215% 215%
Death Benefit............................. 1,032,000 1,032,000

In Example A, the Death Benefit equals $1,032,000, I.E., the greater of
$1,000,000 (the Face Amount) and $1,032,000 (the Policy Value at the surviving
Insured Person's Date of Death of $480,000, multiplied by the corridor
percentage of 215%). This amount, less any Policy Debt and unpaid charges,
constitutes the Death Benefit proceeds that we would pay to the Beneficiary.

In Example B, the Death Benefit is $1,000,000, i.e., the greater of $1,000,000
(the Face Amount) or $731,000 (the Policy Value of $340,000multiplied by the
corridor percentage of 215%).

Option 1 is designed to provide a specific amount of Death Benefit that does not
vary with changes in the Policy Value. Therefore, under Option 1, as your Policy
Value increases, the net amount at risk under your Policy will decrease. Under
Option 2, on the other hand, the amount of the Death Benefit generally increases
to reflect increases in the Policy Value. Therefore, if you select Option 2,
your Policy generally will involve a constant net amount at risk. Since the cost
of insurance charge on your Policy is based upon the net amount at risk, the
cost of insurance charge will generally be less under a Policy with an Option 1
Death Benefit than under a similar Policy with an Option 2 Death Benefit. As a
result, if the Subaccounts you select experience favorable investment results,
your Policy Value will tend to increase faster under Option 1 than under Option
2, but the total Death Benefit under Option 2 will increase or decrease directly
with changes in Policy Value. Thus, you may prefer Option 1 if you are more
interested in the possibility of increasing your Policy Value based upon
favorable investment experience, while you may prefer Option 2 if you are
seeking to increase total Death Benefits.

After the first Policy Year, you may change the Death Benefit option by writing
to us at the address given on the first page of this Prospectus. If you ask to
change from Option 2 to Option 1, we will increase the Face Amount of your
Policy by the amount of the Policy Value. If you ask to change from Option 1 to
Option 2, we will decrease the Face Amount of your Policy by the amount of the
Policy Value. Also, please remember that changing from Option 1 to Option 2 will
make our No Lapse feature unavailable.

We do not currently require you to prove insurability for a change from Death
Benefit Option 2 to Option 1. We do require such evidence satisfactory as to
both Insured Persons in the case of a change from Option 1 to Option 2. We will
not permit you to change the Death Benefit option under your Policy if afterward
the Face Amount remaining in force would be less than $250,000. We also reserve
the right to limit the frequency of your changes in death benefit option.

The change will take effect on the Monthly Deduction Day on or immediately
following the date we receive your written request or, for a change from Option
1 to Option 2, on or immediately following the date we approve it.

If the Policy remains in force until the first Policy Anniversary after the
younger Insured Person reaches age 100, your Policy will no longer have an
Option 2 death benefit, and we will automatically convert your Policy to Option
1 if you have Option 2 in effect at that time.

CHANGE IN FACE AMOUNT. You may change the Face Amount after the first Policy
Year. You may request the change by writing to us at the address shown on the
first page of this Prospectus. You should be aware that a change in the Face
Amount will change the net amount at risk and, therefore, the cost of insurance
charges on your Policy. The change will take effect on the Monthly Deduction Day
after we approve the request.

If you request a decrease in Face Amount, we will first apply it to coverage
provided by the most recent increase in Face Amount, then to the next most
recent increase successively and finally to the coverage under the original
application. We will not permit a decrease in the Face Amount of your Policy if
afterward the Face Amount remaining in force would be less than $250,000. A
decrease in the Face Amount will not affect the Safety Net Premium.

To apply for an increase in the Face Amount, you must submit to us a
supplemental application, accompanied by satisfactory evidence that the Insured
Persons are insurable. We will not permit any increase in Face Amount after the
younger Insured Person's 85th birthday. The minimum amount of a Face Amount
increase is $10,000. You may not increase the Face Amount of your Policy more
often than once every twelve months. We also have the right to place other
limits on the amount of increases.

You should be aware that an increase in the Face Amount of your Policy will
affect the cost of insurance charges applicable to your Policy. As noted above,
we will deduct a larger amount of cost of insurance charges, because an increase
in the Face Amount also will increase the net amount at risk under your Policy.
We will not approve a request for a Face Amount increase if the Net Surrender
Value is too small to pay the Monthly Deduction for the Policy Month following
the increase. As described in "Surrender Charge" on page 39 of this Prospectus,
if you increase the Face Amount of your Policy, your maximum surrender charge
also will increase. Finally, increases in the Face Amount of your Policy will
also increase the Safety Net Premium amount and the Age 100 No Lapse Premium
amount.

OPTIONAL INSURANCE BENEFITS. You may ask to add one or more riders to your
Policy to provide additional optional insurance benefits. We will require
evidence of insurability before we issue a rider to you. We will deduct the cost
of any riders as part of the Monthly Deduction. The riders we currently offer
are described below. In our discretion we may offer additional riders or stop
offering a rider.

INDIVIDUAL INSURED TERM RIDER. This rider provides additional term life
insurance coverage on one of the Insured Persons. A separate rider may be
purchased for each Insured Person. This coverage will not, however, extend
beyond the first Policy Anniversary after the Insured Person covered by the
rider reaches age 100. Until the Insured Person covered by the rider reaches age
75, you may exchange the rider for a new policy. We will not require evidence of
insurability to exchange the rider.

SURVIVOR PROTECTION RIDER. This rider is designed to help defray the Policy's
Month Deductions if the Insured Person covered by the rider dies before the
Policy's other Insured Person. If that happens, the rider automatically pays a
specified amount into the Policy on each Monthly Deduction Day. These payments,
however, will not continue beyond the first Policy Anniversary following the
younger Insured Person's 100th birthday.

LAST SURVIVOR FOUR YEAR TERM INSURANCE (not available at the date of this
prospectus): This rider pays a specified death benefit on the death of the
surviving Insured Person if both Insured Persons die within the first four
Policy years. Thereafter, this rider ends.

"SPLIT" COVERAGE OPTION: If the Insured Persons divorce or certain federal
estate tax law changes occur, this rider permits the coverage to be "split" into
two individual life insurance policies on the Insured Persons. Currently, only
fixed benefit (non-variable) life insurance policies are available for such
"splits." Splitting a Policy's coverage could have negative tax consequences,
including, but not limited to, the recognition of taxable income in the amount
of any gain in the policy at the time of the split.

If your Policy was issued in connection with a Qualified Plan, we may not be
able to offer you some of the benefits provided by these riders.

POLICY LOANS. While the Policy is in force, you may borrow money from us using
the Policy as the only security for your loan. Each loan request must be for at
least $250. Loans have priority over the claims of any assignee or any other
person. The maximum amount available for a loan is 90% of the Surrender Value of
your Policy at the end of the Valuation Period in which we receive your loan
request. Other restrictions may apply if your Policy was issued in connection
with a Qualified Plan. In addition, if you have named an irrevocable
Beneficiary, you must also obtain his or her written consent before we make a
Policy loan to you.

We will ordinarily disburse your loan to you within seven days after we receive
your loan request at our home office. We may, however, postpone payment in the
circumstances described in "Postponement of Payments" on page __. While the
Policy remains in force, you may repay the loan in whole or in part without any
penalty at any time while one or both of the Insured Persons is living.

When we make a Policy loan to you, we will transfer to the Loan Account a
portion of the Policy Value equal to the loan amount. We will also transfer in
this manner Policy Value equal to any due and unpaid loan interest. We will
usually take the transfers from the Subaccounts and the Fixed Account pro rata
based upon the balances of each Subaccount and the Fixed Account. However, we
will not withdraw amounts from the Fixed Account equaling more than the total
loan multiplied by the ratio of the Fixed Account to the Policy Value
immediately preceding the loan. The amounts allocated to the Loan Account will
be credited with interest at the Loan Credited Rate stated in your Policy.

You may borrow an amount equal to your Policy Value, less all Premiums paid, as
a Preferred Loan. The interest rate charged for Preferred Loans is 4.0% per
year. We will treat any other loan as a Standard Loan. The interest rate on
Standard Loans is 6.0% per year.

Interest on Policy loans accrues daily and is due at the end of each Policy
Year. If you do not pay the interest on a Policy loan when due, the unpaid
interest will become part of the Policy loan and will accrue interest at the
same rate. In addition, we will transfer the difference between the value of the
Loan Account and the Policy Debt on a pro-rata basis from the Subaccounts and
the Fixed Account to the Loan Account.

If you have a loan with another insurance company, and you are terminating that
policy to buy one from us, usually you would repay the old loan during the
process of surrendering the old policy. Income taxes on the interest earned may
be due. We permit you to carry this old loan over to your new Policy through a
Tax Code Section 1035 tax-free exchange, up to certain limits. The use of a
Section 1035 tax-free exchange may avoid any income tax liability that would be
due if the old loan was extinguished.

If you transfer a Policy loan from another insurer as part of Section 1035
tax-free exchange, we will treat a loan of up to 20% of your Policy Value as a
Preferred Loan. If the amount due is more than 20% of your Policy Value, we will
treat the excess as a Standard Loan. The treatment of transferred Policy loans
is illustrated in the following example:

Transferred Policy Value $ 190,000
Transferred Policy Loan 40,000
--------
Surrender Value $ 150,000

20% of Policy Value $ 38,000
Preferred Loan $ 38,000
Standard Loan $ 2,000

If the total outstanding loan(s) and loan interest exceeds the surrender value
of your Policy, we will notify you and any assignee in writing. To keep the
Policy in force, we will require you to pay a Premium sufficient to keep the
Policy in force for at least three more months. If you do not pay us sufficient
Premium within the 61-day Grace Period, your Policy will lapse and terminate
without value. As explained in the section entitled "Lapse and Reinstatement" on
page __, however, you may subsequently reinstate the Policy. Before we will
permit you to reinstate the Policy, we will require either repayment or
reimbursement of any Policy Debt that was outstanding at the end of the Grace
Period. If your Policy lapses while a Policy loan is outstanding, you may owe
taxes or suffer other adverse tax consequences. Please consult a tax adviser for
details.

All or any part of any Policy loan may be repaid while the Policy is still in
effect. If you have a Policy loan outstanding, we will assume that any payment
we receive from you is to be applied as Premium to your Policy Value, unless you
tell us to treat your payment as a loan repayment. If you designate a payment as
a loan repayment or interest payments, your payment will be allocated among the
Subaccounts and the Fixed Account using the same percentages used to allocate
Net Premiums. An amount equal to the payment will be deducted from the Loan
Account.

A Policy loan, whether or not repaid, will have a permanent effect on the Policy
Value because the investment results of each Subaccount and the Fixed Account
will apply only to the amount remaining in that account. The longer a loan is
outstanding, the greater the effect is likely to be. The effect could be
favorable or unfavorable. If the Subaccounts and/or Fixed Account earn more than
the annual interest rate for amounts held in the Loan Account, your Policy Value
will not increase as rapidly as it would if you had not taken a Policy loan. If
the Subaccounts and/or Fixed Account earn less than that rate, then your Policy
Value will be greater than it would have been if you had not taken a Policy
loan. Also, if your do not repay a Policy loan, total outstanding Policy Debt
will be subtracted from the Death Benefit and Surrender Value otherwise payable.

AMOUNT PAYABLE ON SURRENDER OF THE POLICY. While your Policy is in force, you
may fully surrender your Policy. Upon surrender, we will pay you the Net
Surrender Value determined as of the day we receive your written request. Your
Policy will terminate on the day we receive your written request, or the date
requested by you, whichever is later. We may require that you give us your
Policy document before we pay you the surrender proceeds.

The Net Surrender Value equals the Policy Value, minus any applicable surrender
charge, minus any Policy Debt. We will determine the Net Surrender Value as of
the end of the Valuation Period during which we received your request for
surrender. We will pay you the Net Surrender Value of the Policy within seven
days of our receiving your complete written request or on the effective
surrender date you have requested, whichever is later.

You may receive the surrender proceeds in a lump sum or under any of the
settlement options described in "Settlement Options" on page __.

The tax consequences of surrendering the Policy are discussed in "Tax Matters,"
beginning on page __.

PARTIAL WITHDRAWALS. While the Policy is in force after the first Policy Year,
you may receive a portion of the Net Surrender Value by making a partial
withdrawal from your Policy. You must request the partial withdrawal in writing.
Your request will be effective on the date received. Before we pay any partial
withdrawal, you must provide us with a completed withholding form.

The minimum partial withdrawal amount is $500. We will subtract the partial
withdrawal service fee of $10 from your remaining Net Surrender Value. You may
not make a partial withdrawal that would reduce the Net Surrender Value to less
than $500.

You may specify how much of your partial withdrawal you wish taken from each
Subaccount or from the Fixed Account. You may not, however, withdraw from the
Fixed Account more than the total withdrawal amount times the ratio of the Fixed
Account to your total Policy Value immediately prior to the withdrawal.

If you have selected Death Benefit Option 1, a partial withdrawal will reduce
the Face Amount of your Policy as well as the Policy Value. We will reduce the
Face Amount by the amount of the partial withdrawal. The Face Amount after a
partial withdrawal may not be less than $250,000. If you have previously
increased the Face Amount of your Policy, your partial withdrawals will first
reduce the Face Amount of the most recent increase, then the most recent
increases successively, then the coverage under the original Policy.

Under Option 2, a reduction in Policy Value as a result of a partial withdrawal
will typically result in a dollar for dollar reduction in the life insurance
proceeds payable under the Policy.

The tax consequences of partial withdrawals are discussed in "Tax Matters"
beginning page __.

SETTLEMENT OPTIONS. We will pay the surrender proceeds or Death Benefit proceeds
under the Policy in a lump sum or under one of the settlement options that we
then offer. You may request a settlement option by notifying us in writing at
the address given on the first page of this Prospectus. We will transfer to our
Fixed Account any amount placed under a settlement option and it will not be
affected by the investment performance of the Separate Account.

You may request that the proceeds of the Policy be paid under a settlement
option by submitting a request to us in writing before the death of the both
Insured Persons. If at the time of the surviving Insured Person's death no
settlement option is in effect, the Beneficiary may choose a settlement option
not more than [12] months after the Death Benefit is payable and before it is
paid. If you change the Beneficiary, the existing choice of settlement option
will become invalid and you may either notify us that you wish to continue the
pre-existing choice of settlement option or select a new one.

The amount applied to a settlement option must include at least $5,000 of Policy
Value and result in installment payments of not less than $50. We will not
permit surrenders or partial withdrawals after payments under a settlement
option commence.

We currently offer the five settlement options described below:

OPTION a - INTEREST. We will hold the proceeds, credit interest to them, and pay
out the funds when the person entitled to them requests.

OPTION b - FIXED PAYMENTS. We will pay a selected monthly income until the
proceeds, and any interest credits, are exhausted.

OPTION c - LIFE INCOME - GUARANTEED PERIOD CERTAIN. We will pay the proceeds in
a monthly income for as long as the payee lives. You may also select a guarantee
period of between five and twenty years. If a guarantee period is selected, we
will make monthly payments at least until the payee dies. If the payee dies
before the end of the guarantee period, we will continue payments to a successor
payee until the end of the guarantee period. If no guarantee period is selected
or if the payee dies after the end of the guarantee period, we will stop
payments when the payee dies. It is possible for the payee to receive only one
payment under this option, if the payee dies before the second payment is due
and you did not choose a guarantee period.

OPTION d - JOINT AND SURVIVOR. We will pay the proceeds in a monthly income to
two payees for as long as either payee is alive. Payments will stop when both
payees have died. It is possible for the payees to receive only one payment, if
both payees die before the second payment is due.

OPTION e - PERIOD CERTAIN. We will pay the proceeds in monthly installments for
a specified number of years, from five to twenty-five years. If the payee dies
before the end of the specified period, we will pay the remaining guaranteed
payments to a successor payee.

In addition, we may agree to other settlement option plans. Write or call us to
obtain information about them.

When the proceeds are payable, we will inform you concerning the rate of
interest we will credit to funds left with us. We guarantee that the rate of
interest will be at least 3.5%. We may pay interest in excess of the guaranteed
rate.

MATURITY. The Policies have no maturity date. Your Policy will continue as long
as Net Surrender Value is sufficient to cover Monthly Deductions.

LAPSE AND REINSTATEMENT. If the Net Surrender Value is less than the Monthly
Deduction due on a Monthly Deduction Day, and if neither the Safety Net Premium
feature nor the Age 100 No Lapse Premium feature is in effect, your Policy may
lapse. You will be given a 61-day Grace Period in which to pay enough additional
Premium to keep the Policy in force after the end of the Grace Period.

At least 30 days before the end of the Grace Period, we will send you a notice
telling you that you must pay the amount shown in the notice by the end of the
Grace Period to prevent your Policy from terminating. The amount shown in the
notice will be sufficient to cover the Monthly Deduction(s) due and unpaid. You
may pay additional Premium if you wish.

The Policy will continue in effect through the Grace Period. If the surviving
Insured Person dies during the Grace Period, we will pay a Death Benefit in
accordance with your instructions. However, we will reduce the proceeds by an
amount equal to Monthly Deduction(s) due and unpaid. See "Death Benefit," on
page __. If you do not pay us the amount shown in the notice before the end of
the Grace Period, your Policy will end at the end of the Grace Period.

If the Policy lapses, you may apply for reinstatement of the Policy by paying us
the reinstatement Premium and any applicable charges required under the Policy.
You must request reinstatement within five years of the date the Policy entered
a Grace Period. The reinstatement Premium is equal to an amount sufficient to

(1) cover all unpaid Monthly Deductions for the Grace Period, and

(2) keep your Policy in force for three months.

If a Policy loan was outstanding at the time of lapse, you must either repay or
reinstate the loan before we will reinstate your Policy. In addition, we may
require you to provide evidence of insurability satisfactory to us as to both
Insured Persons. The Face Amount upon reinstatement cannot exceed the Face
Amount of your Policy at its lapse. The Policy Value on the reinstatement date
will reflect the Policy Value at the time of termination of the Policy plus the
Premium paid at the time of reinstatement. All Policy charges will continue to
be based on your original Issue Date.

CANCELLATION AND EXCHANGE RIGHTS. You may cancel your Policy by returning it to
us within ten days after you receive it, or after whatever longer period may be
permitted by state law. If you return your Policy, the Policy terminates and, in
most states, we will pay you an amount equal to your Policy Value on the date we
receive the Policy from you, plus any charges previously deducted. Your Policy
Value usually will reflect the investment experience of the Subaccounts and the
Fixed Account as you have allocated your Net Premium. In some states, however,
we are required to send you the amount of your Premiums. In those states,
currently we allocate any Premium received before the end of the free-look
period as described in "Allocation of Premium" on page __ above. In the future,
however, if you live in one of those states, we reserve the right to delay
allocating your Premiums to the Subaccounts you have selected or to the Fixed
Account until 20 days after the Issue Date or, if your state's free look period
is longer than ten days, for ten days plus the period required by state law. We
will allocate Premiums received during that time to the Fidelity Money market
Sub-Account. Since state laws differ as to the consequences of returning a
Policy, you should refer to your Policy for specific information about your
circumstances.

In addition, during the first two Policy Years or the first two years after an
increase in the Face Amount, if the Policy is in force you may amend the Policy
to convert it into a non-variable universal life insurance policy. We will
accomplish this by transferring all of your Policy Value to the Fixed Account
and ending your right under the Policy to allocate Policy Value to the
Subaccounts. We will not require evidence of insurability. We will not charge
you to perform this amendment.

The net amount at risk (I.E., the difference between the Death Benefit and the
Policy Value) under the amended policy will be equal to or less than the net
amount at risk under the previous coverage. Premiums and charges under the
amended policy will be based on the same risk classification as the previous
coverage.

POSTPONEMENT OF PAYMENTS. We may defer for up to fifteen days the payment of any
amount attributable to a Premium paid by check to allow the check a reasonable
time to clear. We may postpone paying any amount from the Separate Account for a
total surrender or a partial withdrawal, the disbursement of a Policy loan, or
the payment of the Death Benefit Proceeds, in the following circumstances:

(1) whenever the New York Stock Exchange ("NYSE") is closed (other than
customary weekend and holiday closings);

(2) when trading on the NYSE is restricted or an emergency exists, as
determined by the SEC, so that disposal of the Separate Account's
investments or determination of the value of its net assets is not
reasonable practicable; or

(3) at any other time permitted by the SEC for your protection.

In addition, we may delay payment of the Surrender Value in the Fixed Account
for up to six months or a shorter period if required by law. If we defer payment
for more than 30 days we will add interest at our current rate from the time you
asked for the Surrender Value.

DEDUCTIONS AND CHARGES

PREMIUM TAX CHARGE AND PREMIUM EXPENSE CHARGE. Before we allocate a Premium to
the Policy Value, we will subtract the premium tax charge and the premium
expense charge.

The premium tax charge will equal 2.5% of your Premiums. This charge is intended
to help us pay state premium taxes and other related state and local taxes.
State premium tax rates currently range up to 4.0%. Accordingly, the 2.5%
deducted from your Premium may be more or less than the taxes assessed in your
state. We will subtract this charge from amounts transferred from other policies
issued by other insurers or by us, if state law imposes a premium tax on
transferred amounts.

The premium expense charge will be 3.5% of each Premium for the first ten Policy
Years and 1.5% of each Premium thereafter. 2.0% of the 3.5% charge during the
first ten Policy Years is intended to help compensate us for our actual sales
expenses, which include agents' sales commissions and other sales and
distribution expenses. The remainder of this charge is intended to help
compensate us for certain Federal taxes and other expenses related to the
receipt of Premiums.

MONTHLY DEDUCTION. On each Monthly Deduction Day, we will deduct from your
Policy Value a Monthly Deduction to cover certain charges and expenses in
connection with the Policy. The Monthly Deduction is intended to compensate us
for expenses incurred in connection with the issuance of a Policy, the cost of
life insurance, the cost of any optional insurance benefits and certain
administrative expenses. The administrative expenses include salaries, postage,
telephone, office equipment and periodic reports.

The Monthly Deduction is the sum of the following four items: (1) the policy
fee; (2) the administrative expense charge during the first seven policy years;
(3) the mortality and expense risk charge; (4) the cost of insurance charge for
your Policy; and (5) the cost of any benefit rider.

We will allocate the mortality and expense risk charge pro rata among the
Subaccounts in proportion to the amount of your Policy Value in each Subaccount.
We will allocate the remainder of the Monthly Deduction pro rata among the
Subaccounts and the Fixed Account.

POLICY FEE: The monthly policy fee will be $7.50 per month. This charge
compensates us for administrative expenses such as salaries, postage, telephone,
office equipment and periodic reports.

ADMINISTRATIVE EXPENSE CHARGE: This monthly charge is $0.12 for each $1,000 of
your policy's initial face amount and each $1,000 of face amount increase you
request. We stop deducting this charge after the seventh policy year, even if
you have made face amount increases during that period. This charge compensates
us primarily for the costs we incur in evaluating the Insured Persons' risk,
issuing the policy, and sales expenses.

MORTALITY AND EXPENSE RISK CHARGE: For the first fourteen Policy Years, the
monthly mortality and expense risk charge will be calculated at an annual rate
equivalent to 0.72% of the net Policy Value allocated to the Subaccounts.
Thereafter, we intend to charge an annual rate of 0.36%, and we guarantee that
we will not charge more than 0.48%. The mortality and expense risk charge is not
assessed against your Policy Value in the Fixed Account. This charge compensates
us for the mortality and expense risks that we assume in relation to the
Policies. The mortality risk assumed includes the risk that the cost of
insurance charges specified in the Policy will be insufficient to meet claims.
We also assume a risk that, on the Monthly Deduction Day preceding the death of
the surviving Insured Person, the Death Benefit will exceed the amount on which
the cost of insurance charges were based. The expense risk assumed is that
expenses incurred in issuing and administering the Policies will exceed the
administrative charges set in the Policy.

COST OF INSURANCE CHARGE: The cost of insurance is determined monthly. The cost
of insurance charge is determined by multiplying the applicable current cost of
insurance rate per $1,000 by the net amount risk for each Policy Month. The net
amount at risk is (a) - (b), where: (a) is the Death Benefit as of the prior
Monthly Deduction Day divided by 1.0032737; and (b) is the Policy Value as of
the prior Monthly Deduction Day.

EXAMPLE:

Face Amount.............................................. $1,000,000
Death Benefit Option..................................... 1
Policy Value on the Prior Monthly Deduction Day.......... 300,000
Younger Insured Person's Attained Age.................... 45
Corridor Percentage...................................... 215%
Death Benefit............................................ $1,075,000

On the Monthly Deduction Day in this example, the Death Benefit as then computed
would be $1,000,000, because the Face Amount ($1,000,000) is greater than the
Policy Value multiplied by the applicable corridor percentage ($300,000 x 215% =
$645,000). Since the Policy Value on that date is $300,000, the cost of
insurance charges per $1000 are applied to the difference in the net amount at
risk of $500,000 (($1,000,000/1.00327374) - $300,000).

Assume that the Policy Value in the above example was $500,000. The Death
Benefit would then be $1,075,000 (215% x $500,000), since this is greater than
the Face Amount ($500,000). The cost of insurance rates in this case would be
applied to the net amount at risk of $571,492 (($1,075,000/1.0032737) -
$500,000).

Because the Policy Value and, as a result, the amount for which we are at risk
under your Policy may vary monthly, your cost of insurance charge probably will
be different each month.

We determine the cost of insurance charge separately for the initial Face Amount
and each subsequent increase. The cost of insurance charge covers our
anticipated mortality costs for standard and substandard risks. We determine the
current cost of insurance rates, but we guarantee that we will never charge you
a cost of insurance rate higher than the guaranteed cost of insurance rates
shown in the Policy. We base the cost of insurance rate on the sex, issue age,
Policy Year, and premium rating class of the Insured Persons. However, we issue
"unisex" policies in Montana and in connection with Qualified Plans. Although we
will base the current cost of insurance rate on our expectations as to future
mortality experience, that rate will never exceed a maximum cost of insurance
rate based on the 1980 Commissioners Standard Ordinary ("1980 CSO") Smoker and
Non-Smoker Mortality Table based on each Insured Persons' sex and age last
birthday. [Our cost of insurance rates for unisex Policies will never exceed a
maximum based on the 1980 CSO Table B assuming a blend of 80% male and 20%
female lives.] If one or both Insured Persons do not qualify as at least
"standard" risks, we add additional amounts to those maximums.

If we ever charge you a cost of insurance rate during the first fourteen Policy
Years that is greater than the rate provided by the rate scale in effect on the
Issue Date we will notify you. For 60 days after we mail that notice, you may
surrender your Policy without paying any surrender charge.

AGE 100. Commencing with the first Policy Anniversary after the younger Insured
Person reaches or would have reached age 100, we will waive all

- - cost of insurance charges, and

- - the $7.50 per month policy fee.

DEDUCTION FOR SEPARATE ACCOUNT INCOME TAXES. We are not currently maintaining a
provision for taxes. In the future, however, we may establish a provision for
taxes if we determine, in our sole discretion, that we will incur a tax as a
result of the operation of the Separate Account. We will deduct for any taxes we
incur as a result of the operation of the Separate Account, whether or not we
previously made a provision for taxes and whether or not it was sufficient. Our
status under the Tax Code is briefly described on page __ below.

PORTFOLIO EXPENSES. You indirectly bear the charges and expenses of the
Portfolios whose shares are held by the Subaccounts to which you allocate your
Policy Value. The table below contains a summary of current estimates of those
charges and expenses. For more detailed information about those charges and
expenses, please refer to the Prospectuses for the appropriate Portfolios. We
may receive compensation from the investment advisers or administrators of the
Portfolios in connection with administrative service and cost savings
experienced by the investment advisers or administrators.

PORTFOLIO COMPANY ANNUAL EXPENSES
(AS A PERCENTAGE OF PORTFOLIO AVERAGE NET ASSETS)

MANAGEMENT FEE OTHER EXPENSES TOTAL
JANUS ASPEN SERIES --------------- -------------- -----

Flexible Income 0.65% 0.08% 0.73%
Balanced 0.72% 0.02% 0.74%
Growth (1) (after fee waivers or reductions) 0.65% 0.03% 0.68%
Aggressive Growth 0.72% 0.03% 0.75%
Worldwide Growth (1) (after fee waivers or 0.65% 0.07% 0.72%
reductions)

FEDERATED INSURANCE MANAGEMENT SERIES
Utility II (2) (after fee waiver or expense 0.68% 0.25% 0.93%
reimbursement
U.S. Government Securities II (2) (after fee waiver 0.52% 0.33% 0.85%
or expense reimbursement)
High Income Bond II 0.60% 0.18% 0.78%

FIDELITY VARIABLE INSURANCE PRODUCTS FUND
Money Market 0.20% 0.10% 0.30%
Equity-Income (3) 0.49% 0.09% 0.58%
Growth (3) 0.59% 0.09% 0.68%
Overseas (3) 0.74% 0.17% 0.91%

FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager (3) 0.54% 0.10% 0.64%
Contrafund (3) 0.59% 0.11% 0.70%
Index 500 0.24% 0.11% 0.35%

THE ALGER AMERICAN FUND
Income and Growth 0.625% 0.075% 0.70%
Small Capitalization 0.85% 0.04% 0.89%
Growth 0.75% 0.04% 0.79%
Midcap Growth 0.80% 0.04% 0.84%
Leveraged Allcap (4) 0.85% 0.11% 0.96%

SCUDDER VARIABLE LIFE INVESTMENT FUND
Bond 0.47% 0.09% 0.56%
Balanced 0.47% 0.08% 0.55%
Growth and Income 0.47% 0.09% 0.56%
Global Discovery 0.97% 0.81% 1.78%
International 0.87% 0.18% 1.05%

STRONG VARIABLE INSURANCE FUNDS, INC.
Discovery II 1.00% 0.18% 1.18%
Growth II 1.00% 0.20% 1.20%

STRONG OPPORTUNITY FUND II, INC.
Opportunity II 1.00% 0.16% 1.16%

T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock 1.05% 0.00% 1.05%

T. ROWE PRICE EQUITY SERIES, INC.
T. Rowe Price New America Growth 0.85% 0.00% 0.85%
T. Rowe Price Mid-Cap Growth 0.85% 0.00% 0.85%
T. Rowe Price Equity Income 0.85% 0.00% 0.85%

MFS VARIABLE INSURANCE TRUST (5)
Growth with Income 0.75% 0.13% 0.88%
Research 0.75% 0.11% 0.86%
Emerging Growth 0.75% 0.10% 0.85%
Total Return (6) 0.75% 0.16% 0.91%
New Discovery (6) 0.90% 0.27% 1.17%

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

(1) Other expenses are based on the gross expenses of the Portfolios before
expense offset arrangements for the fiscal year ended December 31, 1997.
The information for Growth, and Worldwide Growth is net of fee reductions
from Janus Capital. Without such reductions, the Management Fee, Other
Expenses and Total Operating Expenses for the Portfolios would have been
0.72%, 0.03%, and 0.75% for Growth Portfolio; and 0.67%, 0.07%, and 0.74%
for Worldwide Growth Portfolio, respectively. Janus Capital has agreed to
continue these fee reductions until at least the next annual renewal of the
advisory agreements.

(2) The expense figures shown reflect the voluntary waiver of all or a portion
of the Management Fee. The maximum Management Fees for the indicated
Portfolios and the Total Portfolio Expenses absent the voluntary waiver are
as follows: 0.75% and 1.00%, respectively, for the Utility Fund II; and
0.60% and 0.93%, respectively, for the U.S. Government Securities II;

(3) A portion of the brokerage commissions the Portfolio paid was used to
reduce its expenses. Including this reduction, total operating expenses
would have been for Equity Income -- 0.57%, for Growth -- 0.66%, for
Overseas -- 0.89%, for Asset Manager -- 0.63%, and for Contrafund -- 0.66%.

(4) Included in the Other Expenses of this Portfolio is 0.03% of interest
expense.

(5) Each Portfolio has an expense offset arrangement which reduces the
Portfolio's custodian fee based upon the amount of cash maintained by the
Portfolio with its custodian and dividend disbursing agent, and may enter
into other such arrangements and directed brokerage arrangements (which
would also have the effect of reducing the Portfolio's expenses). Any such
fee reductions are not reflected under "Other Expenses."

(6) The Adviser has agreed to bear expenses for these Portfolio. Subject to
reimbursement by these Portfolios, such that each such Portfolio's "Other
Expenses" shall not exceed 0.25% of the average daily net assets (except
for Emerging Growth, Research, and Growth with Income) of the Portfolio
during the current fiscal year. Otherwise, "Other Expenses" and "Total
Expenses" for each New Discovery would be Other Expenses 4.32 and Total
Expenses 5.22%.

SURRENDER CHARGE. If you surrender your Policy, we may subtract a surrender
charge from the surrender proceeds. The surrender charge equals the amount shown
in the surrender charge table in your Policy, plus any additional surrender
charge due to increases in the Face Amount of your Policy. The amount of the
surrender charge decreases over time.

INITIAL SURRENDER CHARGE. When we issue your Policy, we determine the initial
surrender charge. The initial surrender charge depends on the Face Amount of
your Policy and the Insured Persons' ages at issue, sex, and underwriting status
as smokers or non-smokers. For example, if the Insured Persons are a male age 55
and a female age 55_ and the Face Amount of coverage is $1,000,000when your
Policy is issued, the initial Surrender Charge would be as follows:

Both Non-Smokers.................... $13,867.00
Both Smokers........................ $23,975.00

The Surrender Charge rates for each category are greater or lesser according to
the age of the Insured Persons when your Policy is issued. The maximum initial
Surrender Charge will never be greater than $60 per $1000 of Face Amount
coverage.

If you surrender your Policy after fourteen Policy Years have elapsed, we will
not charge a surrender charge (unless you have increased the Face Amount of your
Policy, as explained below). Before that time, we determine the applicable
surrender charge by multiplying the initial surrender charge on your Policy by
the appropriate surrender charge percentage for the Policy Year in which the
surrender occurs. The applicable surrender charge percentages depend on the
younger Insured Person's sex and age when your Policy was issued, and the number
of years elapsed since your Policy was issued. For example, the following
surrender charge percentage rates would apply if the younger Insured Person were
55 years old when your Policy was issued:

SURRENDER DURING
POLICY YEAR PERCENTAGE
1 100
2 100
3 100
4 100
5 100
6 100
7 100
8 80
9 60
10 50
11 40
12 30
13 20
14 10
15 0

Thus, in the example given above for two non-smoker Insured Persons, if the
Policy were surrendered during the 10th Policy Year, the surrender charge would
equal $6,933.50($13,867.00 X 50%).

SURRENDER CHARGE ON INCREASES IN INITIAL FACE AMOUNT. If you increase the
Initial Face Amount of your Policy, we will determine an additional surrender
charge amount applicable to the amount of the increase. We determine the initial
amount of the additional surrender charge using the same formula used in
determining the initial surrender charge, except that we use the Insured
Persons' ages and underwriting status at the time of the increase, rather than
at the time your Policy was issued.

The surrender charge on the increase also decreases over a fourteen year period,
starting from the effective date of the increase. The schedule of surrender
charge percentages applicable to the additional surrender charge is the same as
set forth above for the initial face amount, except that the annual periods are
measured from the effective date of the increase, rather than from the Issue
Date. We separately calculate the surrender charge applicable to the Initial
Face amount and each increase and add those amounts to determine the total
surrender charge.

If you decrease the Face Amount, the applicable surrender charge remains the
same.

We will include in your Policy a table showing the surrender charge rates and
the surrender charge percentages applicable under the Policies. For additional
information concerning the rates applicable to you, please consult your agent.
In addition, a table of the applicable rates is on file with the SEC as an
exhibit to the registration statement for this product.

The premium expense charge and the surrender charge are imposed to cover our
actual sales expenses, which include agents' sales commissions and other sales
and distribution expenses. We expect to recover total sales expenses of the
Policies over the life of the Policies. However, the premium expense charge and
surrender charge paid with respect to a particular Policy may be higher or lower
than the distribution expenses we incurred in connection with that Policy. To
the extent distribution costs are not recovered by these charges, we may make up
any shortfall from the assets of our general account, which includes funds
derived from the mortality and expense charge on the Separate Account assets.

We will not subtract any portion of the then applicable surrender charge from a
partial withdrawal. We will, however, subtract a partial withdrawal service fee
of $10 from the amount withdrawn, to cover our expenses relating to the partial
withdrawal.

We will not assess a surrender charge on surrenders under Policies issued to
employees of Lincoln Benefit or its affiliates or issued to spouses or minor
children of those employees.

TRANSFER FEE. We currently are not charging a transfer fee. The Policy, however,
permits us to charge a transfer fee of $10 on the second and each subsequent
transaction in each calendar month in which transfer(s) are effected between
Subaccount(s) and/or the Fixed Account. We will notify you if we begin to charge
this fee.

The transfer fee will be deducted from the Policy Value that remains in the
Subaccount(s) or Fixed Account from which the transfer was made. If that amount
is insufficient to pay the transfer fee, we will deduct the fee from the
transferred amount.

GENERAL POLICY PROVISIONS

STATEMENTS TO POLICY OWNERS. We will maintain all records relating to the
Separate Account and the Subaccounts. Each year we will send you a report
showing information concerning your Policy transactions in the past year and the
current status of your Policy. The report will include information such as the
Policy Value as of the end of the current and the prior year, the current Death
Benefit, Surrender Value, Policy Debt, partial withdrawals, earnings, Premiums
paid, and deductions made since the last annual report. We will also include any
information required by state law or regulation. If you ask us, we will send you
an additional report at any time. We may charge you up to $25 for this extra
report. We will tell you the current charge before we send you the report.

In addition, we will send you the reports required by the 1940 Act. We will mail
you confirmation notices or other appropriate notices of Policy transactions
quarterly or more frequently if required by law. You should therefore give us
prompt written notice of any address change. You should read your statements and
confirmations carefully and verify their accuracy. You should contact us
promptly with any questions.

LIMIT ON RIGHT TO CONTEST. We may not contest the insurance coverage under the
Policy after the Policy has been in force for two years while the Insured
Persons are alive. If the Policy has lapsed and been reinstated, we may not
contest the reinstatement after two years from the date of the reinstatement
while the Insured Persons are alive. We may not contest any increase in the Face
Amount of the Policy after the increase has been in effect for two years while
the Insured Persons are alive.

SUICIDE. If either Insured Person commits suicide while sane or kills
him-or-herself while insane within two years of the Issue Date, we are not
required to pay the full Death Benefit that would otherwise be payable. Instead,
we will pay an amount equal to the Policy Value less any Policy Debt and the
Policy will stop. If within two years after the effective date of any increase
in the Face Amount either Insured Person commits suicide while sane or kills
him-or-herself while insane our liability for the increase will be limited to
the total cost of insurance charges that have been attributable to the increase.

MISSTATEMENT AS TO AGE AND SEX. If the age or sex of either Insured Person is
incorrectly stated in the application, we will adjust the Death Benefit
appropriately as specified in the Policy.

BENEFICIARY. You name the original Beneficiary(ies) and Contingent
Beneficiary(ies) in the application for the Policy. You may change the
Beneficiary or Contingent Beneficiary at any time, except irrevocable
Beneficiaries and Contingent Beneficiaries may not be changed without their
consent.

You must request a change of Beneficiary on a form that we will provide. Your
request for a change in Beneficiary or Contingent Beneficiary will take effect
when we receive it, effective as of the date you signed the form. Until we
receive your change instructions, we are entitled to rely on your most recent
instructions in our files. Accordingly, we are not liable for making a payment
to the person shown in our files as the Beneficiary or treating that person in
any other respect as the Beneficiary, even if instructions that we subsequently
receive from you seek to change your Beneficiaries effective as of a date before
we made the payment or took the action in question.

If you name more than one Beneficiary, we will divide the Death Benefit among
your Beneficiaries according to your most recent written instructions. If you
have not given us written instructions, we will pay the Death Benefit in equal
shares to the Beneficiaries. If one of the Beneficiaries dies before the
surviving Insured Person (or within 15 days thereafter), we will divide the
Death Benefit among the Beneficiaries who then remain alive.

Different rules may apply if your Policy was issued in connection with a
Qualified Plan.

ASSIGNMENT AND CHANGE OF OWNERSHIP. You may assign your Policy as collateral
security, unless it was issued in connection with a Qualified Plan. You must
notify us in writing if you assign the Policy. Until we receive notice from you,
we are not liable for any action we may take or payments we may make that may be
contrary to the terms of your assignment. We are not responsible for the
validity of an assignment. Your rights and the rights of the Beneficiary may be
affected by an assignment.

An absolute assignment is a change of ownership of the Policy. A change of
ownership must be made on a form we will provide for that purpose. The change of
ownership will take effect as of the date you sign it, subject to any action we
have already taken before we receive the form.

DIVIDENDS. We will not pay any dividend under the Policies.

TAX MATTERS

INTRODUCTION

The following discussion is general and is not intended as tax advice. Lincoln
Benefit makes no guarantee regarding the tax treatment of any Policy or
transaction involving a Policy. Federal, state, local and other tax consequences
of ownership or purchase of a life insurance policy depend upon the your
circumstances. If you are concerned about any tax consequences with regard to
your individual circumstances, you should consult a qualified tax advisor.

TAXATION OF THE COMPANY AND THE VARIABLE ACCOUNT

Lincoln Benefit is taxed as a life insurance company under Part I of Subchapter
L of the Internal Revenue Code. The Separate Account is not an entity separate
from Lincoln Benefit and its operations form a part of Lincoln Benefit. As a
consequence, the Separate Account will not be taxed separately as a "Regulated
Investment Company" under Subchapter M of the Code. Investment income and
realized capital gains are automatically applied to increase reserves under the
Policies. Under current federal tax law, Lincoln Benefit believes that the
Separate Account investment income and realized net capital gains will not be
taxed to the extent that such income and gains are applied to increase the
reserves under the Policies. Generally, reserves are amounts that Lincoln
Benefit is legally required to accumulate and maintain in order to meet future
obligations under the Policies. Lincoln Benefit does not anticipate that it will
incur any federal income tax liability attributable to the Separate Account.
Therefore, we do not intend to make provisions for any such taxes. If we are
taxed on investment income or capital gains of the Separate Account, then we may
impose a charge against the Separate Account in order to make provisions for any
such taxes.

TAXATION OF CONTRACT BENEFITS

In order to qualify as a life insurance policy for federal income tax purposes,
the Policy must meet the definition of a life insurance policy set forth in
Section 7702 of the Code. Section 7702 limits the amount of premiums that may be
invested in a Policy that qualifies as life insurance. The Policy is structured
to meet the Section 7702 definition of a life insurance policy. This means that
the Death Benefit is excluded from the beneficiary's gross income under Section
101(a) of the Tax Code and you are not taxed on increases in the Policy Value
until a distribution occurs.

If a Policy fails to qualify as life insurance under Section 7702, the Policy
will not provide most of the tax advantages normally provided by life insurance.
Lincoln Benefit has the right to amend the Policies to comply with any future
changes in the Tax Code, any regulations or rulings under the Tax Code and any
other requirements imposed by the Internal Revenue Service.

If you surrender the Policy, you are subject to income tax on the portion of the
distribution that exceeds the investment in the contract. The investment in the
contract is the gross premium paid for the Policy minus any amounts previously
received from the Policy if such amounts were properly excluded from your gross
income. Policy loans are generally not treated as taxable distributions.
Interest paid on a Policy loan is generally not deductible. You are generally
taxed on partial withdrawals only to the extent the amount distributed exceeds
the investment in the contract. In certain situations, partial withdrawals or
reduction in benefits during the first fifteen years of the Policy may result in
a taxable distribution before the investment in the contract is recovered.
Withdrawals and loans from modified endowment contracts are subject to less
favorable tax treatment.

If you are Owner and the surviving Insured Person under the Policy, the Death
Benefit will be included in your gross estate for federal estate tax purposes if
the proceeds are payable to your estate. If the beneficiary is not your estate,
but you retain incidents of ownership in the Policy, the Death Benefit will also
be included in your gross estate. Examples of incidents of ownership include:

- - the right to change beneficiaries,
- - to assign the Policy,
- - to revoke an assignment,
- - to pledge the Policy, or
- - to obtain a Policy loan.

If you are Owner and surviving Insured Person under the Policy, and you transfer
all incidents of ownership in the Policy, the Death Benefit will be included in
your gross estate if you die within three years from the date of the ownership
transfer. State and local estate and inheritance taxes may also apply. In
addition, certain transfers of the Policy or Death Benefit, either during life
or at death, to individuals two or more generations below the transferor may be
subject to the federal generation skipping transfer tax. This rule also applies
if the transfer is to a trust for the benefit of individuals two or more
generations below the transferor.

The Policy may be used in various arrangements, including nonqualified deferred
compensation or salary continuance 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. If you are contemplating the use
of a Policy in any of these arrangements, you should consult a qualified tax
advisor regarding the tax attributes of the particular arrangement.

MODIFIED ENDOWMENT CONTRACTS

A life insurance policy is treated as a "modified endowment contract" under
Section 7702A of the Tax Code if it meets the definition of life insurance in
Section 7702, but fails the "seven-pay" test of Section 7702A. The seven-pay
test provides that premiums cannot be paid at a rate more rapidly than that
allowed by the payment of seven annual premiums using specified computational
rules provided in Section 7702A. We will not accept any premiums that cause the
Policy to become a modified endowment contract unless we receive from you a
written acknowledgment that the Policy will become a modified endowment
contract. An exchange under Section 1035 of the Tax Code of a life insurance
policy that is not a modified endowment contract will not cause the new policy
to be a modified endowment contract if no additional premiums are paid. An
exchange under Section 1035 of the Code of a life insurance policy that is a
modified endowment contract for a new life insurance policy will always cause
the new policy to be a modified endowment contract.

A Policy that is classified as a modified endowment contract is generally
eligible for the beneficial tax treatment accorded to life insurance. The death
benefit is excluded from income and increases in Policy Value are not subject to
current taxation. If you receive any amount as a Policy loan from a modified
endowment contract, or assign or pledge any part of the value of the Policy,
such amount is treated as a distribution. Unlike other life insurance policies,
withdrawals and distributions made before the surviving Insured Person's death
are treated as taxable income first, then as recovery of investment in the
contract. The taxable portion of any distribution from a modified endowment
contract is subject to a 10% penalty tax, except as follows:

- - distributions made on or after the date on which the taxpayer attains age
591/2;

- - distributions attributable to the taxpayer's becoming disabled (within the
meaning of Section 72(m)(7) of the Code);

- - or any distribution that is part of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the taxpayer or the joint lives (or joint life
expectancies) of such taxpayer and his or her beneficiary.

All modified endowment contracts that are issued within any calendar year to the
same owner by one company or its affiliates shall be treated as one modified
endowment contract in determining the taxable portion of any distributions.

DIVERSIFICATION REQUIREMENTS

For a Policy to qualify as a variable life insurance policy for federal tax
purposes, the investments in the Separate Account must be "adequately
diversified" consistent with standards under Treasury Department regulations. If
the investments in the Separate Account are not adequately diversified, the
Policy will not be treated as a variable life insurance policy for federal
income tax purposes. As a result, you will be taxed on the excess of the Policy
Value over the investment in the contract. Although Lincoln Benefit does not
have control over the Portfolios or their investments, we expect the Portfolios
to meet the diversification requirements.

OWNERSHIP TREATMENT

The IRS has stated that you will be considered the owner of Separate Account
assets if you possess incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. At the time the
diversification regulations were issued, the Treasury Department announced that
the regulations do not provide guidance concerning circumstances in which
investor control of the Separate Account investments may cause an investor to be
treated as the owner of the Separate Account. The Treasury Department also
stated that future guidance would be issued regarding the extent that owners
could direct sub-account investments without being treated as owners of the
underlying assets of the Separate Account.

Your rights under this Policy are different than those described by the IRS in
rulings in which it found that contract owners were not owners of Separate
Account assets. For example, you have the choice to allocate premiums and Policy
values among more investment options. Also, you may be able to transfer among
investment options more frequently than in such rulings. These differences could
result in you being treated as the owner of the Separate Account. If this
occurs, income and gain from the Separate Account assets would be includible in
your gross income. Lincoln Benefit does not know what standards will be set
forth in any regulations or rulings which the Treasury Department may issue. It
is possible that future standards announced by the Treasury Department could
adversely affect the tax treatment of your contract. We reserve the right to
modify the Policy as necessary to attempt to prevent you from being considered
the federal tax owner of the assets of the Separate Account. However, we make no
guarantee that such modification to the Policy will be successful.

DESCRIPTION OF LINCOLN
BENEFIT LIFE COMPANY AND THE
SEPARATE ACCOUNT

LINCOLN BENEFIT LIFE COMPANY. Lincoln Benefit Life Company is a stock life
insurance company organized under the laws of the state of Nebraska in 1938. Our
legal domicile and principal business address is 206 South 13th Street, Lincoln,
Nebraska. Lincoln Benefit is a wholly-owned subsidiary of Allstate Life
Insurance Company ("Allstate Life"), a stock life insurance company incorporated
under the laws of the State of Illinois. Allstate Life is a wholly-owned
subsidiary of Allstate Insurance Company ("Allstate"), a stock
property-liability insurance company incorporated under the laws of Illinois.
All outstanding capital stock of Allstate is owned by the Allstate Corporation.

We are authorized to conduct life insurance and annuity business in the District
of Columbia, Guam, U.S. Virgin Islands and all states except New York. We intend
to market the Policy everywhere we conduct variable life insurance business. The
Policies offered by this Prospectus are issued by us and will be funded in the
Separate Account and/or the Fixed Account.

Except as discussed below for variable contracts, under our reinsurance
agreements with Allstate Life, substantially all contract related transactions
are transferred to Allstate Life. Through these reinsurance agreements,
substantially all of the assets backing our reinsured liabilities are owned by
Allstate Life. Allstate Life's commitments under the reinsurance agreements
support our general account and related assets are invested and managed by
Allstate Life. Accordingly, except as discussed below for variable contracts,
the results of operations with respect to applications received and contracts
issued by Lincoln Benefit are not directly reflected in our consolidated
financial statements. The amounts reflected in our consolidated financial
statements directly relate only to the investment of those assets of Lincoln
Benefit that are not transferred to Allstate Life under the reinsurance
agreements. While the reinsurance agreements provide us with financial backing
from Allstate Life, they do not create a direct contractual relationship between
Allstate Life and you.

Under the Company's reinsurance agreements with Allstate Life, the Company
reinsures all reserve liabilities with Allstate Life except for those relating
to variable contracts (including the Policies). The Company's variable contract
assets and liabilities (other than those arising out of fixed interest benefits
such as the Fixed Account) are held in legally-segregated unitized Separate
Accounts and are retained by the Company. However, the transactions related to
such variable contracts such as premiums, expenses and benefits are transferred
to Allstate Life.

Lincoln Benefit is highly rated by independent agencies, including A.M. Best,
Moody's, and Standard & Poor's. These ratings are based on our reinsurance
agreement with Allstate Life, and reflect financial soundness and strong
operating performance. The ratings are not intended to reflect the financial
strength or investment experience of the Separate Account. We may from time to
time advertise these ratings in our sales literature.

The Company also acts as the sponsor for one other of its Separate Accounts that
is a registered investment company: Lincoln Benefit Life Variable Annuity
Account. The officers and employees of the Company are covered by a fidelity
bond in the amount of $5,000,000. No person beneficially owns more than 5% of
the outstanding voting stock of The Allstate Corporation, of which the Company
is an indirect wholly-owned subsidiary.

EXECUTIVE OFFICERS AND DIRECTORS OF LINCOLN BENEFIT. Our directors and executive
officers are listed below, together with information as to their dates of
election and principal business occupations during the last five years (if other
than their present occupation). The principal business address of each of the
officers and directors listed below is 206 South 13th St., Lincoln, Nebraska
68508

JANET P. ANDERBERY, VICE PRESIDENT AND CONTROLLER 1994; Associate Vice President
and Controller 5/84-4/94, Lincoln Benefit Life Company; Vice President and
Controller 1/94-present, Surety Life Insurance Company; Vice President &
Controller 1/99-present, Allstate Financial Distributors; Vice President and
Controller 5/93-1/99, Lincoln Benefit Financial Services, Inc.

THOMAS R. ASHLEY, SENIOR VICE PRESIDENT & MEDICAL DIRECTOR 1998, Vice President
and Medical Director 10/96-5/98 Lincoln Benefit Life Company; Senior Vice
President & Medical Director 5/98-present, Vice President and Medical Director
1/97-5/98, Surety Life Insurance Company.

THOMAS J. BERNEY, SENIOR VICE PRESIDENT 1998, Vice President 1982-1998 Lincoln
Benefit Life Company.

JOHN H. COLEMAN, III, SENIOR VICE PRESIDENT, DIRECTOR 1998-present, Vice
President 4/94-5/98, Lincoln Benefit Life Company; Senior Vice President,
Director 5/98-present, Vice President 9/96-5/98, Surety Life Insurance Company;
President 2/93-4/94, Acordia.

MARVIN P. EHLY, SENIOR VICE PRESIDENT AND TREASURER, DIRECTOR 1999; Vice
President 6/93-12/98, Lincoln Benefit Life Company; Senior Vice President and
Treasurer, Director 1/99-present, Surety Life Insurance Company.

DOUGLAS F. GAER, EXECUTIVE VICE PRESIDENT 1997, DIRECTOR 1981, Senior Vice
President, 4/95-2/97, Senior Vice President and Treasurer 4/94-3/95, Vice
President 3/81-4/94, Lincoln Benefit Life Company; Executive Vice President
1/97-present, Senior Vice President and Treasurer, 1/94-12/96, Director
1/94-present, Surety Life Insurance Company; Director 5/93-1/99, Lincoln Benefit
Financial Services, Inc.

PETER H. HECKMAN, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER 1999,
DIRECTOR 1990, Vice Chairman of the Board 8/96-12/98, Lincoln Benefit Life
Company; Vice President, Director 4/92-present, Glenbrook Life & Annuity
Company; Vice President 11/90-present, Director 9/90-present, Glenbrook Life
Insurance Company; Vice President 6/89-present, Director 7/90-present, Allstate
Life Insurance Company of New York; Vice President 4/89-present, Director
12/88-present, Allstate Life Insurance Company; Vice President, Director
12/88-present, Northbrook Life Insurance Company; Director 5/90-present, Surety
Life Insurance Company; Director 5/91-9/93, Allstate Life Financial Services.

RODGER A. HERGENRADER, SENIOR VICE PRESIDENT 1999, Vice President 1995-1998,
Underwriter 1988-1995, Lincoln Benefit Life Company; Senior Vice President
1999-present, Surety Life Insurance Company.

LOUIS G. LOWER, II, DIRECTOR, 1989, Chairman of the Board 5/89-12/98, Lincoln
Benefit Life Company; Chairman of the Board and Chief Executive Officer
6/95-present, Chairman of the Board & President, 4/92-6/95, Glenbrook Life &
Annuity Company; Chairman of the Board and Chief Executive Officer
12/95-present, Chairman of the Board & President 1/91-12/95, Director
9/90-present, Glenbrook Life Insurance Company; President 1/90-present,
Executive Vice President 1/89-1/90, Senior Vice President & Treasurer
10/86-12/88, Director 10/86-present, Allstate Life Insurance Company; Chairman
of the Board and Chief Executive Officer 6/95-present, Chairman of the Board and
President 4/90-6/95, Chairman of the Board 4/90-7/90, Executive Vice President
1/89-4/90, Senior Vice President and Treasurer 10/86-4/89, Director
4/86-present, Northbrook Life Insurance Company; Chairman of the Board &
President 6/90-present, Vice President & Treasurer 12/86-6/90, Director
12/83-present, Allstate Life Insurance Company of New York; Chairman of the
Board & Chief Executive Officer 3/90-present, Director 5/89-present, Surety Life
Insurance Company; Group Vice President 76-89, Director 10/86-present Allstate
Insurance Company; Director 4/90-present, Allstate Settlement Company; Director
5/91-present, Allstate Life Financial Services.

JOHN J. MORRIS, SENIOR VICE PRESIDENT/SECRETARY 1994, DIRECTOR 1987, Vice
President & Secretary 8/85-4/94, Lincoln Benefit Life Company; Senior Vice
President 9/96-present, Director 6/95-present, Surety Life Insurance Company;
Vice President & Secretary, Director 5/93-1/99, Lincoln Benefit Financial
Services Inc.

ROBERT E. RICH, EXECUTIVE VICE PRESIDENT 1996, DIRECTOR 1987, Senior Vice
President/Chief Actuary and Treasurer, 4/95-5/96; Senior Vice President,
Assistant Secretary 4/94-3/95, Vice President/Assistant Secretary 1/84-5/96,
Lincoln Benefit Life Company; Executive Vice President 5/96-present, Senior Vice
President and Chief Actuary 1/94-5/96, Director 9/93-present, Surety Life
Insurance Company; Director 5/93-1/99, Lincoln Benefit Financial Services, Inc.

KEVIN R. SLAWIN, DIRECTOR 1996, Lincoln Benefit Life Company; Director and Vice
President-Finance and Planning 1996-present, Allstate Life Insurance Company;
Director 8/96-present, Allstate Life Insurance Company of New York; Director
8/96-present, Laughlin Group Holdings, Inc.; Director 8/96-present, Northbrook
Life Insurance Company; Director 8/96-present, Surety Life Insurance Company;
Director 8/96-present, Glenbrook Life Insurance Company; Assistant Vice
President, Assistant Treasurer 1/95-8/96, Allstate Insurance Company; Assistant
Treasurer and Director 2/94-1/95, Sears Roebuck & Co.; First Vice President and
Treasurer 6/86-2/94, Sears Mortgage Corp.

J. SCOTT TAYLOR, SENIOR VICE PRESIDENT, 1999, Vice President 9/98-3/99, Director
of Sales Management 1/97-9/98, Lincoln Benefit Life Company; Director of
Marketing Development 1984-1997 Ameritas Life Insurance Corp.

MICHAEL J. VELOTTA, DIRECTOR 1992, Lincoln Benefit Life Company; Vice President,
Secretary & General Counsel 1/93-present, Director 12/92-present, Allstate Life
Insurance Company; Vice President, Secretary & General Counsel 1/93-present,
Director 12/92-present, Glenbrook Life Insurance Company; Vice President,
Secretary & General Counsel 1/93-present, Director 12/92-present, Glenbrook Life
& Annuity Company; Vice President, Secretary & General Counsel 1/93-present,
Director 12/92-present, Allstate Life Insurance Company of New York; Vice
President, Secretary & General Counsel 1/93-present, Director 12/92-present,
Northbrook Life Insurance Company; Assistant Secretary, Director 6/95-present,
Surety Life Insurance Company; Assistant Vice President & Assistant General
Counsel 1989, Allstate Insurance Company.

CAROL S. WATSON, SENIOR VICE PRESIDENT, GENERAL COUNSEL AND ASSISTANT SECRETARY
1994, DIRECTOR, 1992, Vice President & General Counsel 7/91-4/94, Lincoln
Benefit Life Company; Senior Vice President, General Counsel & Corporate
Secretary 1/98-present, Senior Vice President, General Counsel and Assistant
Secretary, 1/94-12/97, Director 6/95-present, Surety Life Insurance Company;
President, 1996-1/99, Director 5/93-1/99, Vice President and General Counsel
1993-1995, Lincoln Benefit Financial Services, Inc.

DEAN M. WAY, SENIOR VICE PRESIDENT AND ACTUARY, DIRECTOR 1998, Vice President
and Actuary 5/92-5/98, Lincoln Benefit Life Company; Senior Vice President and
Actuary, Director, 5/98-present, Vice President and Actuary 9/96-5/98, Surety
Life Insurance Company.

THOMAS J. WILSON, II, DIRECTOR 1999, Lincoln Benefit Life Company; Director
1/99-present, Surety Life Insurance Company; Senior Vice President, Director
6/95-present, Vice President 1/95-6/95, Allstate Insurance Company; Senior Vice
President, Director 7/96-present, Allstate Holdings, Inc.; President
1/99-present, Director 9/95-present, Allstate Life Insurance Company; President
12/98-present, Director 1/99-present, Allstate Life Insurance Company of New
York; Senior Vice President 6/95-present, Director 7/95-present, Allstate
Property and Casualty Insurance Company; Vice President 1/95-1/99, The Allstate
Corporation; Vice President 1993-1995, Sears, Roebuck & Company.

PATRICIA W. WILSON, DIRECTOR 1997, Lincoln Benefit Life Company; Assistant Vice
President/Assistant Secretary/Assistant Treasurer, 7/97-present, Assistant Vice
President 1/93-7/97, Allstate Life Insurance Company; Assistant Vice President
6/91-present, Director 6/97-present, Allstate Life Insurance Company of New
York; Assistant Treasurer 7/97-present, Glenbrook Life Insurance Company;
Assistant Treasurer 7/97-present, Glenbrook Life Annuity Company; Assistant Vice
President/Assistant Secretary/Assistant Treasurer 7/97-present, Northbrook Life
Insurance Company; Director 7/97-present, Surety Life Insurance Company.

B. EUGENE WRAITH, PRESIDENT, CHIEF OPERATING OFFICER 1996, DIRECTOR 1984,
President and Chief Operating Officer 3/96-present, Senior Vice President
4/94-3/96, Vice President 12/81-4/94, Lincoln Benefit Life Company; President
and Chief Operating Officer 3/96-present, Executive Vice President 1/94-3/96,
Director 9/93-present, Surety Life Insurance Company; Chairman of the Board,
Director 1993-1/99, President 5/93-11/96, Lincoln Benefit Financial Services,
Inc.; Vice President 3/96-present, Allstate

SEPARATE ACCOUNT. Lincoln Benefit Life Variable Life Account was originally
established in 1990, as a segregated asset account of Lincoln Benefit. The
Separate Account meets the definition of a "separate account" under the federal
securities laws and is registered with the SEC as a unit investment trust under
the Investment Company Act of 1940. The SEC does not supervise the management of
the Separate Account or Lincoln Benefit.

We own the assets of the Separate Account, but we hold them separate from our
other assets. To the extent that these assets are attributable to the Policy
Value of the Policies offered by this Prospectus, these assets are not
chargeable with liabilities arising out of any other business we may conduct.
Income, gains, and losses, whether or not realized, from assets allocated to the
Separate Account are credited to or charged against the Separate Account without
regard to our other income, gains, or losses. Our obligations arising under the
Policies are general corporate obligations of Lincoln Benefit.

The Separate Account is divided into Subaccounts. The assets of each Subaccount
are invested in the shares of one of the Portfolios. We do not guarantee the
investment performance of the Separate Account, its Subaccounts or the
Portfolios. Values allocated to the Separate Account will rise and fall with the
values of shares of the Portfolios and are also reduced by Policy charges. We
use the Separate Account to fund our other variable universal life insurance
policies.

We will account separately for each type of variable life insurance policy
funded by the Separate Account.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS. We hold the assets of the Separate
Account. We keep those assets physically segregated and held separate and apart
from our general account assets. We maintain records of all purchases and
redemptions of shares of the Portfolios.

STATE REGULATION OF LINCOLN BENEFIT. We are subject to the laws of Nebraska and
regulated by the Nebraska Department of Insurance. Every year we file an annual
statement with the Department of Insurance covering our operations for the
previous year and our financial condition as of the end of the year. We are
inspected periodically by the Department of Insurance to verify our contract
liabilities and reserves. We also are examined periodically by the National
Association of Insurance Commissioners. Our books and records are subject to
review by the Department of Insurance at all times. We are also subject to
regulation under the insurance laws of every jurisdiction in which we operate.

YEAR 2000. The Company is heavily dependent upon complex computer systems for
all phases of its operations, including customer service, and policy and
contract administration. Since many of the Company's older computer software
programs recognize only the last two digits of the year in any date, some
software may fail to operate properly in or after the year 1999, if the software
is not reprogrammed or replaced ("Year 2000 Issue"). The Company believes that
many of its suppliers and counterparties also have Year 2000 Issues which could
affect the Company. In 1995, Allstate commenced a plan intended to mitigate
and/or prevent the adverse effects of Year 2000 Issues. These strategies include
normal development and enhancement of new and existing systems, upgrades to
operating systems already covered by maintenance agreements and modifications to
existing systems to make them Year 2000 compliant. The plan also includes the
Company actively working with its major external counterparties and suppliers to
assess their compliance efforts and the Company's exposure to them. The Company
presently believes that it will resolve the Year 2000 Issue in a timely manner,
and the financial impact will not materially affect its results of operations,
liquidity, or financial position. Year 2000 costs are and will be expensed as
incurred.

MARKET TIMING AND ASSET ALLOCATION

Certain third parties offer market timing and asset allocation services in
connection with the Policies. In certain situations, Lincoln Benefit will honor
transfer instructions from such third parties provided such market timing and
asset allocation services comply with our administrative systems, rules and
procedures, which may be modified by us at any time. PLEASE NOTE that fees and
charges assessed for such market timing and asset allocation services are
separate and distinct from the Policy fees and charges set forth herein. We
neither recommend nor discourage such market timing and asset allocation
services.

DISTRIBUTION OF POLICIES

The Policies described in this Prospectus are sold by registered representatives
of broker-dealers who are our licensed insurance agents, either individually or
through an incorporated insurance agency.

Allstate Life Financial Services ("ALFS") located at 3100 Sanders Road,
Northbrook, IL 60062-7154 serves as principal underwriter of the Policies. ALFS
is a wholly owned subsidiary of Allstate Life Financial Services. It is
registered as a broker-dealer under the Securities and Exchange Act of 1934, as
amended, and is a member of the National Association of Securities Dealers, Inc.

Registered representatives who sell the policy will be paid a maximum sales
commission of approximately 115% of all Premiums paid during the first year up
to a certain amount and 4% of any additional premiums in the first ten years.
After the first ten years, we pay compensation at an annual rate of .35% of your
Policy's Account Value. In addition, certain bonuses and managerial compensation
may be paid. We pay all such commissions and incentives.

During 1998, Lincoln Benefit paid no commissions for sales of the Policies
because the Policies were first offered only in 1999.

Lincoln Benefit does not pay ALFS a commission for distribution of the
Contracts. The underwriting agreement with ALFS provides that we will reimburse
ALFS for expenses incurred in distributing the Policies, including any liability
arising out of the services we provide on the Policies.

LEGAL PROCEEDINGS

There are no pending legal proceedings affecting the Separate Account. Lincoln
Benefit and its subsidiaries are engaged in routine law suits which, in our
management's judgment, are not of material importance to their respective total
assets or material with respect to the Separate Account.

LEGAL MATTERS

All matters of Nebraska law pertaining to the Policy, including the validity of
the Policy and our right to issue the Policy under Nebraska law, have been
passed upon Carol S. Watson, Senior Vice President and General Counsel of
Lincoln Benefit. The Washington, D.C. law firm of Freedman, Levy, Kroll &
Simonds has advised Lincoln Benefit about certain legal federal securities law
matters in connection with the Policies.

REGISTRATION STATEMENT

We have filed a registration statement with the SEC, Washington, D.C., under the
Securities Act of 1933 as amended, with respect to the Policies offered by this
Prospectus. This Prospectus does not contain all the information set forth in
the registration statement and the exhibits filed as part of the registration
statement. You should refer to the registration statement and the exhibits for
further information concerning the Separate Account, Lincoln Benefit, and the
Policies. The descriptions in this Prospectus of the Policies and other legal
instruments are summaries. You should refer to those instruments as filed for
their precise terms. You may read the registration statement and other reports
that we file at the SEC's public reference room in Washington, D.C. You can
request copies of these documents upon payment of a duplicating fee, by writing
to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of its public reference room. Our SEC filings are also available to
the public on the SEC Internet site (http:\\www.sec.gov).

EXPERTS

The financial statements of Lincoln Benefit Life Variable Life Account as of
December 31, 1998, and for each of the three years ended December 31, 1998 and
consolidated financial statements of Lincoln Benefit Life Company and subsidiary
as of December 31, 1998, and 1997 and for each of the three years in the period
ended December 31, 1998, included in this Prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing herein, and are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.

Actuarial matters included in this Prospectus, including the hypothetical Policy
illustrations, have been examined by Dean M. Way, Vice President and Actuary of
the Company, and are included in reliance upon his opinion as to their
reasonableness.

FINANCIAL STATEMENTS*

The financial statements of the Separate Account included in this Prospectus
reflect the assets attributable to all variable life insurance policies offered
by Lincoln Benefit. The financial statements of Lincoln Benefit which are
included in this Prospectus should be considered only as bearing on our ability
to meet its obligations under the Policy. They should not be considered as
bearing on the investment performance of the assets held in the Separate
Account.

*To be filed by Pre-Effective Amendment.

APPENDIX

ILLUSTRATIONS OF SURRENDER VALUES AND DEATH BENEFITS

The following tables illustrate how the Surrender Values and Death Benefits of a
Policy change with the investment experience of the Portfolios. The tables show
how the Surrender Values and Death Benefits of a Policy covering Insured Persons
of a given age and underwriting risk classification and payment of specified
annual Premiums would vary over time if the investment return on the assets held
in the underlying Portfolio(s) was a uniform, gross, after-tax annual rate of
0%, 6%, or 12%. The tables on pages A-2 and A-3 illustrate a Policy covering a
male, age 55 and a female age 55, a $1,000,000 Face Amount, under a preferred
nonsmoker risk classification and Death Benefit Option 1.

The illustrations assume annual payment of $2,594, which is the Safety Net
Premium (see Safety Net Premium, page __). Payment of this Premium each year
would guarantee Death Benefit coverage for ten years, regardless of investment
performance, assuming no loans or withdrawals are taken.

The illustration on page A-2 assumes current charges and cost of insurance
rates, while the illustration on page A-3 assumes maximum guaranteed charges and
cost of insurance rates (based on the 1980 Commissioners Standard Ordinary
Mortality Table)

The amounts shown for the Death Benefit, Policy Value and Surrender Value
reflect the fact that the net investment return of the Subaccounts is lower than
the gross, after-tax return on the assets held in the Portfolios as a result of
expenses paid by the Portfolios and charges levied against the Subaccounts. The
values shown take into account the average daily investment advisory fees paid
by the Portfolios, which is equivalent to an average annual rate of .69% of the
average daily net assets of the Funds, and the average of other daily Portfolio
expenses, which is equivalent to an average annual rate of .15% of the average
daily net assets of the Funds. The illustrated gross annual investment rates of
return of 0%, 6%, and 12%, "Assuming Current Costs" correspond to approximate
net annual rates of -0.83%, 5.17%, and 11.17%, respectively. The illustrated
gross annual investment rates of return of 0%, 6%, and 12%, "Assuming Guaranteed
Costs" correspond to approximate net annual rates of return of -0.83%, 5.17%,
and 11.17%, respectively.

Also reflected is our monthly charge to the Policy Value for assuming mortality
and expense risks. The current charge for the first fourteen Policy Years is an
annual rate of .72% of the average net assets of the Subaccounts, with a maximum
charge of .48% of average daily net assets thereafter.

The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes against the Separate Account, since we are not currently
making this charge. However, this charge may be made in the future and, in that
event, the gross annual investment rate of return would have to exceed 0%, 6%,
and 12% by an amount sufficient to cover the tax charge in order to produce the
Death Benefits, Policy Values and Surrender Values illustrated (see "Tax
Matters," page __).

The tables illustrate the Policy Values, Surrender Values and Death Benefits
that would result based upon the hypothetical investment rates of return if
Premiums are paid as indicated, if all net Premiums are allocated to the
Separate Account, and if no Policy loans are taken. The tables also assume that
you have not requested an increase or decrease in the face amount of the Policy
and that no partial surrenders or transfers have been made.

Upon request, we will provide a comparable illustration based upon the proposed
Insured Persons' actual age, sex and underwriting classification, the Face
Amount, Death Benefit option, the proposed amount and frequency of Premiums paid
and any available riders requested.

LINCOLN BENEFIT LIFE COMPANY
FLEXIBLE PREMIUM "LAST SURVIVOR" VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 55 FEMALE ISSUE AGE 55

Face Amount $1,000,000.00
Annual Premium Paid $2594
Preferred Non-Smoker Class
Death Benefit Option 1

Current Charge Rates

DEATH BENEFIT
Assuming Hypothetical Gross and
Net Annual Investment Return of
Policy 0% Gross 6% Gross 12% Gross
Year [-0.83%] Net [5.17%] Net [11.17%] Net
1 1,000,000 1,000,000 1,000,000
2 1,000,000 1,000,000 1,000,000
3 1,000,000 1,000,000 1,000,000
4 1,000,000 1,000,000 1,000,000
5 1,000,000 1,000,000 1,000,000
6 1,000,000 1,000,000 1,000,000
7 1,000,000 1,000,000 1,000,000
8 1,000,000 1,000,000 1,000,000
9 1,000,000 1,000,000 1,000,000
10 1,000,000 1,000,000 1,000,000
15 1,000,000 1,000,000 1,000,000
20 1,000,000 1,000,000 1,000,000
25 * 1,000,000 1,000,000
35 * * *
45 * * *

POLICY VALUE
Assuming Hypothetical Gross and
Net Annual Investment Return of
Policy 0% Gross 6% Gross 12% Gross
Year [-0.83%] Net [5.17%] Net [11.17%] Net
1 852.33 947.22 1,042.96
2 1,599.71 1,841.47 2,096.38
3 2,211.77 2,647.57 3,127.68
4 2,659.08 3,328.92 4,100.70
5 2,924.36 3,859.79 4,988.82
6 2,986.44 4,208.88 5,757.99
7 2,783.20 4,301.23 6,327.39
8 3,742.96 5,595.84 8,192.23
9 4,439.12 6,691.79 9,988.39
10 4,939.86 7,646.58 11,777.45
15 6,164.62 11,803.24 22,539.65
20 4,410.10 13,895.17 37,229.95
25 * 6,945.16 51,682.07
35 * * *
45 * * *

SURRENDER VALUE
Assuming Hypothetical Gross and
Net Annual Investment Return of
Policy 0% Gross 6% Gross 12% Gross
Year [-0.83%] Net [5.17%] Net [11.17%] Net
1 0.00 0.00 0.00
2 0.00 0.00 0.00
3 0.00 0.00 0.00
4 0.00 0.00 0.00
5 0.00 0.00 0.00
6 0.00 0.00 0.00
7 0.00 0.00 0.00
8 0.00 0.00 42.63
9 0.00 579.59 3,876.19
10 0.00 2,553.08 6,683.95
15 6,164.62 11,803.24 22,539.65
20 4,410.10 13,895.17 37,229.95
25 * 6,945.16 51,682.07
35 * * *
45 * * *

Assumes the Premium shown is paid at the beginning of each Policy Year. Values
would be different if Premiums are paid with a different frequency or in
different amounts.

Assumes that no Policy loans or withdrawals have been made. An asterisk
indicates lapse in the absence of additional Premium.

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 will depend on a number of different
factors, including the investment allocations by the Policy owner and different
investment rates of return for the Portfolios. The Death Benefit, Policy Value,
and surrender value for a Policy would be different from those shown if the
actual investment rates of return averaged the rates shown above over a period
of years, but fluctuated above or below those averages for individual Policy
Years. No representation can be made by the Company or any Portfolio that this
assumed investment rate of return can be achieved for any one year or sustained
over a period of time.

LINCOLN BENEFIT LIFE COMPANY
FLEXIBLE PREMIUM "LAST SURVIVOR" VARIABLE LIFE INSURANCE
HYPOTHETICAL ILLUSTRATIONS

MALE ISSUE AGE 55 FEMALE ISSUE AGE 55

Face Amount $1,00,000.00
Annual Premium Paid $2594
Preferred Non-Smoker Class
Death Benefit Option 1

Guaranteed Charge Rates

POLICY VALUE
Assuming Hypothetical Gross and
Net Annual Investment Return of
Policy 0% Gross 6% Gross 12% Gross
Year [-0.83%] Net [5.17%] Net [11.17%] Net
1 831.87 926.08 1,021.17
2 1,530.79 1,769.06 2,020.46
3 2,072.31 2,498.06 2,967.73
4 2,428.83 3,076.90 3,825.34
5 2,565.84 3,460.59 4,544.74
6 2,440.09 3,592.58 5,062.41
7 1,995.41 3,399.96 5,294.30
8 2,585.03 4,260.50 6,646.13
9 2,663.77 4,642.40 7,607.92
10 2,123.02 4,404.86 8,017.08
15 * * *
20 * * *
25 * * *
35 * * *
45 * * *

SURRENDER VALUE
Assuming Hypothetical Gross and
Net Annual Investment Return of
Policy 0% Gross 6% Gross 12% Gross
Year [-0.83%] Net [5.17%] Net [11.17] Net
1 0.00 0.00 0.00
2 0.00 0.00 0.00
3 0.00 0.00 0.00
4 0.00 0.00 0.00
5 0.00 0.00 0.00
6 0.00 0.00 0.00
7 0.00 0.00 0.00
8 0.00 0.00 0.00
9 0.00 0.00 1,495.72
10 0.00 0.00 2,923.58
15 * * *
20 * * *
25 * * *
35 * * *
45 * * *

Assumes the Premium shown is paid at the beginning of each Policy Year. Values
would be different if Premiums are paid with a different frequency or in
different amounts.

Assumes that no Policy loans or withdrawals have been made. An asterisk
indicates lapse in the absence of additional Premium.

PART II - OTHER INFORMATION

UNDERTAKING TO FILE REPORTS

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

REPRESENTATION AS TO FEES AND CHARGES

Lincoln Benefit Life Company hereby represents that the fees and charges
deducted under the Flexible Premium Last Survivor Variable Universal Life
Insurance Policy hereby registered by this Registration Statement in the
aggregate are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by Lincoln Benefit Life Company.

REPRESENTATION PURSUANT TO RULE 6e-3(T)

This filing is made pursuant to Rule 6e-3(T) under the Investment Company
Act of 1940, as amended (the "1940 Act").

UNDERTAKING AS TO INDEMNIFICATION

Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of the Registrant, the Registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

CONTENTS OF THIS REGISTRATION STATEMENT

This Registration Statement consists of the following papers and documents:

Facing Sheet
Cross-Reference Sheet
Prospectus consisting of 40 pages
Undertaking to File Reports
Undertaking As To Indemnification
Representation As To Fees and Charges
Representation Pursuant to Rule 6e-3(T)
Signature Pages
Exhibits

II-1

EXHIBIT LIST

1. Exhibits required by paragraph A of the instructions as to Exhibits of Form
N-8B-2

(1) Resolution of the Board of Directors of Lincoln Benefit Life Company
authorizing establishment of the Lincoln Benefit Life Variable Life
Account (1)

(2) Custodian Agreement (not applicable)

(3) (a) Form of Principal Underwriting Agreement (3)

(b) Form of Selling Agreement (4)

(4) Other Agreements between the depositor, principal underwriter, and
custodian with respect to Registrant or its securities (not
applicable)

(5) Specimen Policy

(6) (a) Articles of Incorporation of Lincoln Benefit Life Company, as
amended (1)

(b) By-laws of Lincoln Benefit Life Company (1)

(7) Insurance Company Blanket Bond (1)

(8) Participation Agreements

(a) Fund Participation Agreement between Janus Aspen Series and
Lincoln Benefit Life Company (1)

(b) Participation Agreement among Lincoln Benefit Life Company and
Variable Insurance Products Fund and Fidelity Distributors
Corporation (1)

(c) Participation Agreement among Lincoln Benefit Life Company and
Variable Insurance Products Fund II and Fidelity Distributors
Corporation (1)

(d) (1) Participation Agreement among The Alger American Fund,
Lincoln Benefit Life Company and Fred Alger and Company,
Incorporated (1)

(2) Service Agreement between Fred Alger Management, Inc. and
Lincoln Benefit Life Company (1)

(e) (1) Participation Agreement between Scudder Variable Life
Investment Fund and Lincoln Benefit Life Company (1)

(2) Reimbursement Agreement by and between Scudder, Stevens &
Clark, Inc. and Lincoln Benefit Life Company (1)

II-2

(3) Participating Contract and Policy Agreement between Scudder
Investor Services, Inc. and Lincoln Benefit Financial Services.
(1)

(f) Form of Participation Agreement among Lincoln Benefit Life
Company, Strong Variable Insurance Funds, Inc., Strong
Opportunity Fund II, Inc., Strong Capital Management, Inc., and
Strong Funds Distributors, Inc. (1)

(g) Form of Participation Agreement among T. Rowe Price Equity
Series, Inc., T. Rowe Price International Series, Inc., T. Rowe
Price Investment Services, Inc., and Lincoln Benefit Life Company
(1)

(h) Form of Participation Agreement among MFS Variable Insurance
Trust, Lincoln Benefit Life Company, and Massachusetts Financial
Services Company (1)

(i) Fund Participation Agreement between Lincoln Benefit Life
Company, Insurance Management Series and Federated Securities
Corp. (1)

(9) Other Material Contracts (not applicable)

(10) Form of Application for Policy - to be filed by Pre-Effective
Amendment

2. Opinion and Consent of Counsel - to be filed with Pre-Effective Amendment

3. All financial statements omitted from the prospectus (not applicable)

4. Not applicable

5. Financial Data Schedule (not applicable)

6. Procedures memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) (2)

7. Actuarial Opinion and Consent - to be filed by Pre-Effective Amendment

8. (a) Consent of Independent Auditors - to be filed with Pre-Effective
Amendment

(b)Consent of Attorneys - to be filed with Pre-Effective Amendment

9. Table of Surrender Charge Factors and Percentages - to be filed with
Pre-Effective Amendment

(1) Incorporated by reference to Form S-6 Registration Statement of
Lincoln Benefit Life Variable Life Account, filed March 11, 1998 (File
No. 33-47717).

(2) Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6
Registration Statement of Lincoln Benefit Life Variable Life Account,
filed July 23, 1998 (File No. 33-47717).

(3) Incorporated by reference to Post-Effective Amendment No. 1 to Form
S-6 of Lincoln Benefit Life Variable Life Account, filed January 22,
1999 (File No. 33-47717).

(4) Incorporated by reference to Post-Effective Amendment No. 3 to Form
N-4, filed April 1, 1999 (File No. 333-50545, 811-7924)

II-3

SIGNATURES

As required by the Securities Act of 1933, the registrant has duly caused
this Registration Statement to be signed on its behalf in the City of Lincoln,
State of Nebraska, on the ____ day of _____, 1999.

LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT
(Registrant)

BY: LINCOLN BENEFIT LIFE COMPANY
(Depositor)

By: /s/ B. Eugene Wraith
---------------------------
B. Eugene Wraith
President and Chief Operating Officer

As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated:

/s/ B. Eugene Wraith
- -------------------------
B. Eugene Wraith President, Chief Operating April 12, 1999
(Principal Executive Officer and Director
Officer)

/s/ Robert E. Rich
- -------------------------
Robert E. Rich Executive Vice President April 12, 1999
and Director

/s/ Marvin P. Ehly
- -------------------------
Marvin P. Ehly Senior Vice President, April 12, 1999
(Principal Financial Treasurer and Director
Officer)

/s/ Janet P. Anderbery
- -------------------------
Janet P. Anderbery Vice President April 12, 1999
(Principal Accounting and Controller
Officer)

/s/ John H. Coleman, III
- -------------------------
John H. Coleman, III Director April 12, 1999

- -------------------------
Peter H. Heckman Chairman of the Board April 12, 1999
and Chief Executive Officer

II-5

- -------------------------
Louis G. Lower, II Director April 12, 1999

/s/ John J. Morris
- -------------------------
John J. Morris Director April 12, 1999

/s/ Douglas F. Gaer
- -------------------------
Douglas F. Gaer Director April 12, 1999

- -------------------------
Kevin Slawin Director April 12, 1999

- -------------------------
Michael J. Velotta Director April 12, 1999

/s/ Dean M. Way
- -------------------------
Dean M. Way Director April 12, 1999

/s/ Carol S. Watson
- -------------------------
Carol S. Watson Director April 12, 1999

- -------------------------
Patricia W. Wilson Director April 12, 1999

- -------------------------
Thomas J. Wilson, II Director April 12, 1999

II-6

INDEX TO EXHIBITS
FOR
REGISTRATION STATEMENT ON FORM S-6
LINCOLN BENEFIT LIFE VARIABLE LIFE ACCOUNT

EXHIBIT NO. SEQUENTIAL PAGE NO.
- ----------- -----------------------------------------
1(5) Specimen Policy
1(10) Form of Application

II-7