As filed with the Securities and Exchange Commission on November 18, 1997
Registration No. 333-32531

SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST OF
AMERICAN UNITED LIFE INSURANCE COMPANY(R)
(Exact Name of Trust)

AMERICAN UNITED LIFE INSURANCE COMPANY(R)
(Name of Depositor)

One American Square
Indianapolis, Indiana 46282
(Address of Depositor's Principal Executive Office)

John C. Swhear, Esq.
Counsel
American United Life Insurance Company(R)
One American Square
Indianapolis, Indiana 46206-0368
(Name and Address of Agent for Service of Process)

Copies to:
Jeffrey S. Puretz
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005

Title of securities being registered: Interests in the Separate
Account under Flexible Premium Adjustable Variable Life Insurance
Policies.

Approximate date of proposed public offering: As soon as practicable
after the effective date of the Registration Statement. 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
Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.

AUL American Individual Variable Life Unit Trust of
American United Life Insurance Company(R)

Flexible Premium Adjustable
Variable Life Insurance Policies

RECONCILIATION AND TIE

(Form N-8B-2 Items required by Instruction as
to the Prospectus in Form S-6)

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

1. (a) Name of trust............................ Prospectus front cover

(b) Title of securities issued.............. Prospectus front cover

2. Name and address of each depositor.......... Prospectus front cover

3. Name and address of trustee................. N/A

4. Name and address of each principal
underwriter............................... Sale of the Policies

5. State of organization of trust.............. Separate Account

6. Execution and termination of trust
agreement................................. Separate Account

9. Litigation................................. Other Information About the
Policies and AUL - Litigation

II. General Description of the Trust
and Securities of the Trust

10. (a) Registered or bearer Summary and Diagram
securities........................ of the Policy

(b) Cumulative or distributive Summary and Diagram
securities......................... of the Policy

(c) Withdrawal or Redemption............... Cash Benefits - Policy Loans; Cash
Benefits - Surrendering the Policy for
Net Cash Value

(d) Conversion, transfer, etc................ Premium Payments and Allocations -
Transfer Privilege; Premium Payments and Allocations
- Dollar Cost Averaging Program;
Premium Payments and Allocations -
Portfolio Rebalancing Program; Cash Benefits
- Policy Loans; Cash Benefits - Partial
Surrenders; Other Policy Benefits and
Provisions Exchange for Paid-Up Policy

(e) Lapse or Default.......................... Premium Payments and Allocations - Premium Payments to Prevent Lapse;
Other Policy Benefits and Provisions - Reinstatement

(f) Voting rights............................. Other Information About the Policies and AUL - Voting Rights

(g) Notice to security holders............... Other Policy Benefits and Provisions -
Changes in the Policy or Benefits;
Other Policy Benefits and Provisions
Reports to Policy Owners; Other
Information About the Policies and
AUL - Addition, Deletion or
Substitution of Investments

(h) Consents required........................ Other Information About the
Policies and AUL - Voting Rights;
Other Policy Benefits and Provisions
- Changes in the Policy or
Benefits; Other Information About
the Policies and AUL - Voting
Rights; Other Information About
the Policies and AUL - Addition,
Deletion or Substitution of Investments
ii

(i) Other provisions......................... Premium Payments and Allocations; Charges and Deductions;
Death Benefits and Changes in Face Amount; Cash
Benefits; Summary and Diagram of the
Policy; Fixed Account

11. Type of securities comprising units........... Prospectus front cover; General
Information About AUL, the Separate
Account and the Funds

12. Certain information regarding periodic
payment plan certificates.................... General Information About AUL, the
Separate Account and the Funds- The Funds

13. (a) Load, fees, expenses, etc............. Charges and Deductions

(b) Certain information regarding
periodic payment plan
certificates........................ N/A

(d) Certain other fees, etc............... Charges and Deductions

(e) Certain other profits or benefits..... Premium Payments and Allocations
- Transfer Privilege; Fixed Account
Transfers from Fixed Account; Illustrations
of Account Values, Cash Values,
Death Benefits and Accumulated
Premium Payments

(f) Other benefits.......................... General Information About AUL, the
Separate Account and the Funds - The Funds

(g) Ratio of annual charges to
income.................................. N/A

iii

14. Issuance of trust's securities................ Summary and Diagram of the Policy; Premium Payments
and Allocations

15. Receipt and handling of payments Premium Payments and
from purchasers............................. Allocations

16. Acquisition and disposition of General Information About AUL,
underlying securities ...................... the Separate Account and the Funds; Charges and
Deductions- Fund Expenses

17. Withdrawal or redemption...................... Premium Payments and Allocations-Transfer
Privilege; Fixed Account Transfers from
Fixed Account; Fixed Account - Payment
Deferral; Charges and Deductions -
Surrender Charge; Cash Benefits -
Surrendering the Policy for Net Cash Value;
Cash Benefits - Policy Loans; Cash Benefits
- Partial Surrenders; Cash Benefits -
Settlement Options; Other Information
About the Policies and AUL - Reinstatement

18. (a) Receipt, custody and General Information About AUL,
disposition of income ............... the Separate Account and the
Funds - Separate Account; Other
Policy Benefits and Provisions -
Dividends; Tax Considerations

(b) Reinvestment of
distributions...................... N/A

(d) Schedule of distributions............ N/A

19. Records, accounts and reports................. Other Policy Benefits and Provisions - Reports to Policy Owners

20. Certain miscellaneous provisions
of trust agreement:

(a) Amendment............................ N/A

(b) Termination.......................... N/A

(e) and (f) Depositors, removal
and successor...................... N/A

21. Loans to security holders..................... Cash Benefits - Policy Loans

22. Limitations on liability...................... N/A

23. Bonding arrangements.......................... N/A

24. Other material provisions of
trust agreement.............................. Other Information About the
Policies and AUL

III. Organizations, Personnel and
Affiliated Persons of Depositor

25. Organization of depositor..................... AUL

26. Fees received by depositor

(a) Under the policies................... N/A

(b) From the Funds....................... General Information About AUL, the
Separate Account and the Funds - The Funds

27. Business of depositor......................... General Information About AUL, the
Separate Account and the Funds - AUL

28. Certain information as to officials
and affiliated persons of depositor.......... Other Information About the
Policies and AUL - AUL Directors and
Executive Officers
v

29. Voting securities of depositor................ N/A

30. Persons controlling depositor................. N/A

31. Payments by depositor for certain
services rendered to trust.................. N/A

32. Payments by depositor for certain
other services rendered to
trust....................................... N/A

33. Remuneration of employees of
depositor for certain services
rendered to trust........................... N/A

34. Remuneration of other persons
for certain services rendered
to trust.................................... N/A

IV. Distribution and Redemption of Securities

35. Distribution of trust's securities
by states................................... N/A

37. Revocation of authority to
distribute.................................. N/A

38. (a) Method of distribution.................. Other Information About the Policies
and AUL - Sale of the Policies

(b) Underwriting agreements................. Other Information About the Policies
and AUL - Sale of the Policies

39. (a) Organization of principal
underwriters....................... See Item 25

(b) N.A.S.D. membership of
principal underwriters.............. Other Information About the Policies
and AUL - Sale of the Policies

40. Certain fees received by principal
underwriters................................ See Item 26

41. (a) Business of each principal
underwriter........................ See Item 27

42. Ownership of trust's securities
by certain persons.......................... N/A

43. Certain brokerage commissions
received by principal
underwriters................................ N/A

44. (a) Method of valuation.................. How Your Account Values Vary

(b) Schedule as to offering
price.............................. Charges and Deductions

45. Suspension of redemption rights............... N/A

46. (a) Redemption Valuation..................... How Your Account Value Varies; Cash
Benefits - Surrender Charge

(b) Schedule as to redemption
price.................................... Cash Benefits - Surrender Charge

47. Maintenance of position in
underlying securities........................ General Information About AUL,
the Separate Account and the
Funds Separate Account; General
Information About AUL, the
Separate Account and the Funds
- The Funds; Premium Payments
and Allocations - Premium Allocations
and Crediting
vii

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of
trustee..................................... N/A

49. Fees and expenses of trustees................. N/A

50. Trustee's lien................................ N/A

VI. Information Concerning Insurance of
Holders of Securities

51. Insurance of holders of trust's Summary and Diagram of the
securities................................... Policy; General Information
About AUL, the Separate Account and the
Funds; Death Benefit and Changes in
Face Amount; Cash Benefits; Other
Policy Benefits and Provisions; Other
Information About the Policies and AUL;
Premium Payments and Allocations

52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities......................... Other Information About the Policies
and AUL - Addition, Deletion or
Substitution of Investments; General
Information About AUL, the Separate
Account and the Funds

(b) Transactions involving elimination
of underlying securities........... N/A

(d) Fundamental policy not other-
wise covered....................... N/A

53. Tax status of trust........................... Tax Considerations

viii

VIII. Financial and Statistical Information

54. Trust's securities during last
ten years................................... N/A

55. Trust's securities during last
ten years................................... N/A

PROSPECTUS

FLEXIBLE PREMIUM ADJUSTABLE VARIABLE LIFE INSURANCE POLICY

American United Life Insurance Company(R)
One American Square
Indianapolis, Indiana 46282

This Prospectus describes a flexible premium adjustable variable life insurance
policy (the "Policy") offered by American United Life Insurance Company(R)
("AUL," "we," "us" or "our"). The Policy is designed to provide insurance
protection on the Insured (or Insureds if you choose the Last Survivor Rider)
named in the Policy, and at the same time provide you with the flexibility to
vary the amount and timing of premium payments and to change the amount of death
benefits payable under the Policy. This flexibility allows you to provide for
your changing insurance needs under a single insurance Policy.

You also have the opportunity to allocate Net Premiums and Account Value to one
or more Investment Accounts of the AUL American Individual Variable Life Unit
Trust (the "Separate Account") and to AUL's general account (the "Fixed
Account"), within limits. This Prospectus generally describes only that portion
of the Account Value allocated to the Separate Account. For a brief summary of
the Fixed Account, see "Fixed Account." The assets of each Investment Account
are invested in a corresponding mutual fund portfolio (each, a "Portfolio") of
AUL American Series Fund, Inc., Alger American Portfolio, American Century
Variable Portfolios, Inc., Fidelity Variable Insurance Products Fund, Fidelity
Variable Insurance Products Fund II, and T. Rowe Price Equity Series, Inc. (each
a "Fund"). Each Fund, and its Portfolio(s), is managed by the investment adviser
shown below:

Fund Investment Adviser

AUL American Series Fund, Inc. AUL
AUL American Equity Portfolio
AUL American Bond Portfolio
AUL American Money Market Portfolio
AUL American Managed Portfolio

Alger American Fund Fred Alger & Company
Alger American Growth Portfolio

American Century Variable Portfolios, Inc. American Century Investment Management, Inc.
American Century VP Capital Appreciation Portfolio
American Century VP International Portfolio

Fidelity Variable Insurance Products Fund Fidelity Management & Research Company
VIP Equity-Income Portfolio
VIP Growth Portfolio
VIP High Income Portfolio
VIP Money Market Portfolio
VIP Overseas Portfolio

Fidelity Variable Insurance Products Fund II Fidelity Management & Research Company
VIP II Asset Manager Portfolio
VIP II Contrafund Portfolio
VIP II Index 500 Portfolio

T. Rowe Price Equity Series, Inc. T. Rowe Price Associates, Inc.
T. Rowe Price Equity Income Portfolio

The prospectuses for the Funds describe their respective Portfolios, including
the risks of investing in the Portfolios, and provide other information on the
Funds.

You can select from two death benefit options available under the Policy: a
level death benefit ("Option 1") and a death benefit that fluctuates with the
Account Value ("Option 2"). AUL guarantees that the Death Benefit Proceeds will
never be less than the specified Death Benefit in force (less any outstanding
loan and loan interest and plus any benefits provided by rider) so long as
sufficient premiums are paid to keep the Policy in force.

The Policy provides for a Net Cash Value that can be obtained by surrendering
the Policy. Because this value is based on the performance of the Portfolios of
the Funds, to the extent of allocations to the Separate Account, there is no
guaranteed minimum Net Cash Value.

If the Net Cash Value is insufficient to cover the Monthly Deduction under the
Policy, the Policy will lapse without value. However, AUL guarantees to keep the
Policy in force during the Guarantee Period, so long as we receive from you the
Required Premium for the Guarantee Period, and so long as certain other
conditions are met. The Policy also permits loans and Partial Surrenders, within

It may not be advantageous to replace existing insurance with this Policy.
Within certain limits, you may return the Policy, or exchange it for a paid-up
policy for a reduced Death Benefit that provides benefits that do not vary with
the investment results of a separate account.

THIS PROSPECTUS PRESENTS INFORMATION YOU SHOULD KNOW BEFORE DECIDING TO PURCHASE
A POLICY. IT SHOULD BE RETAINED FOR FUTURE REFERENCE. PROSPECTUSES FOR THE FUNDS
SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS. AN INVESTMENT IN THE POLICY
IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, NOR
IS THE POLICY FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE POLICY INVOLVES CERTAIN RISKS,
INCLUDING THE LOSS OF PREMIUM PAYMENTS (PRINCIPAL).

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The Date of this Prospectus is __________,1997.

PROSPECTUS CONTENTS

Page

DEFINITIONS OF TERMS..........................................................7

SUMMARY AND DIAGRAM OF THE POLICY............................................11

GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT AND THE FUNDS............15
AUL.................................................................15
Separate Account....................................................15
The Funds...........................................................16

PREMIUM PAYMENTS AND ALLOCATIONS.............................................20
Applying for a Policy...............................................20
Right to Examine Policy.............................................20
Premiums............................................................21
Premium Payments to Prevent Lapse...................................22
Premium Allocations and Crediting...................................23
Transfer Privilege..................................................24
Dollar Cost Averaging Program.......................................25
Portfolio Rebalancing Program.......................................27

FIXED ACCOUNT................................................................27
Minimum Guaranteed and Current Interest Rates.......................27
Calculation of the Fixed Account Value..............................28
Transfers from the Fixed Account....................................28
Payment Deferral....................................................28

CHARGES AND DEDUCTIONS.......................................................28
Premium Expense Charges.............................................28
Monthly Deduction...................................................28
Mortality and Expense Risk Charge...................................30
Surrender Charge....................................................30
Taxes...............................................................32
Special Uses........................................................32
Fund Expenses.......................................................32

HOW YOUR ACCOUNT VALUES VARY.................................................32
Determining the Account Value.......................................33
Cash Value and Net Cash Value.......................................34

DEATH BENEFIT AND CHANGES IN FACE AMOUNT.....................................34
Amount of Death Benefit Proceeds....................................35
Death Benefit Options...............................................35
Initial Face Amount and Death Benefit Option........................36
Changes in Death Benefit Option.....................................36
Changes in Face Amount..............................................36
Selecting and Changing the Beneficiary..............................37

CASH BENEFITS................................................................37
Policy Loans........................................................37
Surrendering the Policy for Net Cash Value..........................40
Partial Surrenders..................................................40
Settlement Options..................................................41
Specialized Uses of the Policy......................................42
Life Insurance Retirement Plans.....................................42
Risks of Life Insurance Retirement Plans............................43

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS AND
ACCUMULATED PREMIUM PAYMENTS................................................44

OTHER POLICY BENEFITS AND PROVISIONS.........................................62
Limits on Rights to Contest the Policy..............................62
Changes in the Policy or Benefits...................................62
Change of Insured...................................................63
Exchange for Paid-Up Policy.........................................63
When Proceeds Are Paid..............................................63
Dividends...........................................................64
Reports to Policy Owners............................................64
Assignment..........................................................64
Reinstatement.......................................................64

TAX CONSIDERATIONS...........................................................67
Tax Status of the Policy............................................68
Tax Treatment of Policy Benefits....................................69
Estate and Generation Skipping Taxes................................71
Life Insurance Purchased for Use in Split Dollar Arrangements.......72
Non-Individual Ownership of Contracts...............................72
Possible Charge for AUL's Taxes.....................................72

OTHER INFORMATION ABOUT THE POLICIES AND AUL.................................73
Policy Termination..................................................73
Resolving Material Conflicts........................................73
Addition, Deletion or Substitution of Investments...................73
Voting Rights.......................................................74
Sale of the Policies................................................75
AUL Directors and Executive Officers................................76
State Regulation....................................................80
Additional Information..............................................81
Independent Auditors................................................81
Litigation..........................................................81
Legal Matters.......................................................81
Financial Statements................................................81

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, THE PROSPECTUSES OF THE FUNDS, OR THE STATEMENTS OF ADDITIONAL
INFORMATION OF THE FUNDS.

DEFINITIONS OF TERMS

ACCOUNT VALUE

The Account Value is the sum of your interest in the Variable Account,
the Fixed Account, and the Loan Account.

AGE

Issue Age means the Insured's age as of the Contract Date. Attained Age
means the Issue Age increased by one for each complete Policy Year.

CASH VALUE

The Cash Value is the Account Value less the Surrender Charge.

CONTRACT DATE

The date from which Monthiversaries, Policy Years, and Policy
Anniversaries are measured. Suicide and incontestability periods are
measured from the Contract Date.

DEATH BENEFIT AND DEATH BENEFIT PROCEEDS

This Policy has two death benefit options. The Death Benefit Proceeds
are the Death Benefit less any outstanding loan and loan interest,
plus any benefits provided by rider.

FACE AMOUNT

The Face Amount shown on the Policy Data Page of the Policy, or as
subsequently changed.

FIXED ACCOUNT

An account which is part of our general account, and is not part of or
dependent on the investment performance of the Variable Account.

GUARANTEE PERIOD

The period shown on the Policy Data Page during which the Policy will
remain in force if cumulative premiums less any outstanding loan and
loan interest and Partial Surrenders equal or exceed the Required
Premium for the Guarantee Period. The Guarantee Period terminates on
any Monthiversary that this test fails.

HOME OFFICE

One American Square, Indianapolis, Indiana 46282.

INSURED

The insured named on the Policy Data Page of the Policy. The Insured
may or may not be the Owner. An available rider provides for coverage
on the lives of two Insureds.

INVESTMENT ACCOUNTS

One or more of the subdivisions of the Separate Account. Each
Investment Account is invested in a corresponding Portfolio of a
particular mutual fund.

ISSUE DATE

The date the Policy is issued.

LOAN ACCOUNT

A portion of the Account Value which is collateral for loan amounts.

MINIMUM INSURANCE PERCENTAGE

The minimum percentage of insurance required to qualify the Policy as
life insurance under the Internal Revenue Internal Revenue Code. A
table of these amounts is on the Policy Data Page of your Policy.

MODIFIED ENDOWMENT

A classification of policies determined under the Internal Revenue
Internal Revenue Code to be modified endowment contracts which affects
the tax status of distributions from the Policy.

MONTHIVERSARY

The same date of each month as the Contract Date. If a Monthiversary
falls on a day which is not a Valuation Date, the processing of the
Monthiversary will be the next Valuation Date.

NET CASH VALUE

Cash Value less outstanding loans and loan interest.

NET PREMIUM

The total premium paid reduced by premium expense charges.

OWNER

The owner named in the application for a Policy, unless changed.

PARTIAL SURRENDER

A withdrawal of a portion of the Account Value.

POLICY ANNIVERSARY

The same date each year as the Contract Date.

POLICY DATA PAGE

The Policy Data Page in your Policy, or the supplemental Policy Data
Page most recently sent to you by us.

POLICY YEAR

One year from the Contract Date and from each Policy Anniversary.

PORTFOLIO

A separate investment fund in which the Separate Account invests.

PROPER NOTICE

Notice that is received at our Home Office in a form acceptable to us.

REQUIRED PREMIUM FOR THE GUARANTEE PERIOD

The amount that must be paid on a cumulative basis to keep this Policy
in force during the Guarantee Period.

RISK AMOUNT

The Death Benefit divided by 1.00246627 less the Account Value.

SEPARATE ACCOUNT

AUL American Individual Variable Life Unit Trust. The Separate Account
is segregated into several Investment Accounts each of which invests in
a corresponding mutual fund portfolio.

VALUATION DATE

Valuation Dates are the dates on which the Investment Accounts are
valued. A Valuation Date is any date on which the New York Stock
Exchange is open for trading and we are open for business.

VALUATION PERIOD

A Valuation Period begins at the close of one Valuation Date and ends
at the close of the next succeeding Valuation Date.

VARIABLE ACCOUNT

The Account Value of this Policy which is invested in one or more
Investment Accounts.

"We", "us" or "our" means AUL.

YOU

"You" or "your" means the Owner of this Policy.

SUMMARY AND DIAGRAM OF THE POLICY

The following summary of Prospectus information and diagram of the Policy should
be read in conjunction with the detailed information appearing elsewhere in this
Prospectus. Unless otherwise indicated, the description of the Policy in this
Prospectus assumes that the Policy is in force, that the Last Survivor Rider is
not in force, and that there are no outstanding loans and loan interest.

The Policy is similar in many ways to fixed-benefit life insurance. As with
fixed-benefit life insurance, typically the Owner of a Policy pays premium
payments for insurance coverage on the Insured. Also, like fixed-benefit life
insurance, the Policy provides for accumulation of Net Premiums and a Net Cash
Value that is payable if the Policy is surrendered during the Insured's
lifetime. As with fixed-benefit life insurance, the Net Cash Value during the
early Policy Years is likely to be lower than the premium payments paid.

However, the Policy differs from fixed-benefit life insurance in several
important respects. Unlike fixed-benefit life insurance, the Death Benefit may
and the Account Value will increase or decrease to reflect the investment
performance of the Investment Accounts to which Account Value is allocated.
Also, there is no guaranteed minimum Net Cash Value. Nonetheless, AUL guarantees
to keep the Policy in force during the Guarantee Period shown on the Policy Data
Page of your Policy if, on each Monthiversary, the sum of the premiums paid to
date, less any Partial Surrenders, loans and loan interest, equals or exceeds
the Required Premium for the Guarantee Period (shown on the Policy Data Page of
your Policy) multiplied by the number of Policy Months since the Policy Date.
Otherwise, if the Net Cash Value is insufficient to pay the Monthly Deduction,
the Policy will lapse without value after a grace period. See "Premium Payments
to Prevent Lapse." If a Policy lapses while loans are outstanding, adverse tax
consequences may result. See "Tax Considerations."

The most important features of the Policy, such as charges, cash surrender
benefits, Death Benefits, and calculation of Cash Values, are summarized in the
diagram on the following pages.

Purpose of the Policy. The Policy is designed to provide long-term
insurance benefits, and may also provide long-term accumulation of Cash Value.
The Policy should be evaluated in conjunction with other insurance policies that
you own, as well as the need for insurance and the Policy's long-term potential
for growth. It may not be advantageous to replace existing insurance coverage
with this Policy. In particular, replacement should be carefully considered if
the decision to replace existing coverage is based solely on a comparison of
Policy illustrations. See "Illustrations" and "Specialized Uses of the Policy."

Illustrations. Illustrations included in this Prospectus or used in
connection with the purchase of a Policy that illustrate Policy Cash Values and
Death Benefit Proceeds for prototype insureds are based on hypothetical rates of
return.

The illustrations show Policy values based on current charges and,
alternatively, guaranteed charges. See "Illustrations of Account Values, Cash
Values, Death Benefits and Accumulated Premium Payments."

Policy Tax Compliance. AUL intends for the Policy to satisfy the
definition of a life insurance policy under Section 7702 of the Internal Revenue
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). Under
certain circumstances, a Policy will be treated as a Modified Endowment under
federal tax law. AUL will monitor the Policies and will attempt to notify you on
a timely basis if your Policy is in jeopardy of violating the federal tax
definition of life insurance or becoming a Modified Endowment. However, we do
not undertake to give you such notice or to take corrective action. We reserve
the right to refund any premiums that may cause the Policy to become a Modified
Endowment. For further discussion of the tax status of a Policy and the tax
consequences of being treated as a life insurance contract or a Modified
Endowment, see "Tax Considerations."

Right to Examine Policy and Policy Exchange. For a limited time, you
have the right to cancel your Policy and receive a refund. See "Right to Examine
Policy." Net Premiums are generally allocated to the Fixed Account and
Investment Accounts on the later of the day the "right to examine" period
expires, or the date we receive the premium at our Home Office. See "Premium
Allocations and Crediting."

You may exchange the Policy for a paid-up whole life policy with a level face
amount, not greater than the Policy's Face Amount, that can be purchased by the
Policy's Net Cash Value. See "Exchange for Paid-Up Policy."

Owner Inquiries. If you have any questions, you may write or call our Home
Office at One American Square, P.O. Box 7127, Indianapolis, Indiana 46206-7127,
1-800-863-9354.

Diagram of Contract

Premium Payments

You select a payment plan but are not required to pay premium payments according
to the plan. You can vary the amount and frequency.

The Policy's minimum initial premium payment depends on the Insured's age, sex
and risk class, Initial Face Amount selected, any supplemental and/or rider
benefits, and any planned periodic premiums.

Unplanned premium payments may be made, within limits.

Extra premium payments may be necessary to prevent lapse.

Deductions from Premium Payments

For state and local premium taxes (2.5% of premium payments).

For sales charges (3.5% of each premium paid during the first ten Policy Years;
1.5% of each premium paid thereafter).

Net Premium Payments

You direct the allocation of Net Premium payments among 16 Investment Accounts
of the Separate Account and the Fixed Account. (See rules and limits on Net
Premium payment allocations.)

Each Investment Account invests in a corresponding portfolio of a mutual fund:

Mutual Fund Portfolio

AUL American Series Fund, Inc. Equity Portfolio
Bond Portfolio
Managed Portfolio
Money Market Portfolio

Alger American Fund Alger American Growth Portfolio

American Century Variable Portfolios, Inc. American Century VP Capital Appreciation Portfolio
American Century VP International Portfolio

Fidelity Variable Insurance Products Fund VIP Equity-Income Portfolio
VIP Growth Portfolio
VIP High Income Portfolio
VIP Money Market Portfolio
VIP Overseas Portfolio

Fidelity Variable Insurance Products Fund II VIP II Asset Manager Portfolio
VIP II Contrafund Portfolio
VIP II Index 500 Portfolio

T. Rowe Price Equity Series, Inc. T. Rowe Price Equity Income Portfolio

Interest is credited on amounts allocated to the Fixed Account at a minimum
guaranteed rate of 3%. (See rules and limits on transfers from the Fixed Account
allocations).

Deductions

From Account Value

Monthly deduction for cost of insurance, administration fees and charges for any
supplemental and/or rider benefits. Administration fees are currently $30.00 per
month for the first Policy Year and $5.00 per month thereafter.

From Investment Accounts

Monthly charge at a guaranteed annual rate of 0.75% from the Investment Accounts
during the first 10 Policy Years and 0.25% thereafter. This charge is not
deducted from the Fixed Account value.

Investment advisory fees and operating expenses are deducted from the assets of
each Portfolio.

Account Value

Account Value is equal to Net Premiums, as adjusted each Valuation Date to
reflect Investment Account investment experience, interest credited on Fixed
Account value, charges deducted and other Policy transactions (such as
transfers, loans and surrenders).

Varies from day to day. There is no minimum guaranteed Account Value. The Policy
may lapse if the Net Cash Value is insufficient to cover a Monthly Deduction
due.

Can be transferred among the Investment Account and Fixed Account. A transfer
fee of $25.00 may apply if more than 12 transfers are made in a Policy Year.

Is the starting point for calculating certain values under a Policy, such as the
Cash Value, Net Cash Value and the Death Benefit used to determine Death Benefit
Proceeds.

Cash Benefits Death Benefits

Loans may be taken for amounts up to 90% of the Income tax free to beneficiary.
Account Value, less loan interest due on the next
Policy Anniversary and any surrender charges. Available as lump sum or under a variety of
settlement options.
Partial Surrenders generally can be made provided
there is sufficient remaining Net Cash Value. For all policies, the minimum Face Amount of $50,000.

The policy may be surrendered in full at any time Two death benefit options available: Option 1, equal to
for its Net Cash Value. A surrender charge will the Face Amount, and Option 2, equal to the Face Amount
apply during the first fifteen Policy Years after plus Account Value.
any increase in Face Amount.
Flexibility to change the death benefit option and
Settlement options are available. Face Amount.

Loans, Partial Surrenders, and Full Surrenders Any outstanding loan and loan interest is deducted
may have adverse tax consequences. from the amount payable.

Supplemental and/or rider benefits may be available.

GENERAL INFORMATION ABOUT AUL, THE SEPARATE ACCOUNT
AND THE FUNDS

AUL

The Policies are issued by AUL which is a mutual life insurance company
organized under the laws of the State of Indiana. It was originally incorporated
as a fraternal society in 1877 under the laws of the federal government, and
reincorporated under the laws of the State of Indiana in 1933. AUL is currently
licensed to transact life insurance business in 48 states and the District of
Columbia. AUL conducts a conventional life insurance, reinsurance, and annuity
business. At December 31, 1996, AUL had assets of $7,852,292,848 and a policy
owners' surplus of $572,825,650.

AUL is subject to regulation by the Department of Insurance of the State of
Indiana as well as by the insurance departments of all other states and
jurisdictions in which it does business. We submit annual statements on our
operations and finances to insurance officials in such states and jurisdictions.
The forms for the Policy described in this Prospectus are filed with and (where
required) approved by insurance officials in each state and jurisdiction in
which Policies are sold.

Separate Account

The Separate Account was established as a segregated investment account under
Indiana law on July 10, 1997. It is used to support the Policies and may be used
to support other variable life insurance contracts, and for other purposes
permitted by law. The Separate Account is registered with the Securities and
Exchange Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940 (the "1940 Act"). AUL has established other segregated
investment accounts, some of which also are registered with the SEC.

The Separate Account is divided into Investment Accounts. The Investment
Accounts available under the Policies invest in shares of Portfolios of the
Funds. The Separate Account may include other Investment Accounts that are not
available under the Policies and are not otherwise discussed in this Prospectus.
The assets in the Separate Account are owned by AUL.

Income, gains and losses, realized or unrealized, of an Investment Account are
credited to or charged against the Investment Account without regard to any
other income, gains or losses of AUL. Applicable insurance law provides that
assets equal to the reserves and other contract liabilities of the Separate
Account are not chargeable with liabilities arising out of any other business of
AUL. AUL is obligated to pay all benefits provided under the Policies.

The Funds

Each Fund is registered with the SEC as a diversified, open-end management
investment company under the 1940 Act, although the SEC does not supervise their
management or investment practices and policies. Each of the Funds comprises one
or more of the Portfolios and other series that may not be available under the
Policies. The investment objectives of each of the Portfolios is described
below.

AUL American Series Fund, Inc.

AUL American Equity Portfolio. The primary investment objective of the
AUL American Equity Portfolio is long-term capital appreciation. The Portfolio
seeks current investment income as a secondary objective. The Portfolio attempts
to achieve these objectives by investing primarily in equity securities selected
on the basis of fundamental investment research for their long-term growth
prospects.

AUL American Bond Portfolio. The primary investment objective of the
AUL American Bond Portfolio is to provide a high level of income consistent with
prudent investment risk. As a secondary objective, the Portfolio seeks to
provide capital appreciation to the extent consistent with the primary
objective. The Portfolio attempts to achieve these objectives by investing
primarily in corporate bonds and other debt securities.

AUL American Money Market Portfolio. The investment objective of the
AUL American Money Market Portfolio is to provide a high level of current income
while preserving assets and maintaining liquidity and investment quality. The
Portfolio attempts to achieve this objective by investing in short-term money
market instruments that are of the highest quality.

AUL American Managed Portfolio. The investment objective of the AUL
American Managed Portfolio is to provide a high total return consistent with
prudent investment risk. The Portfolio attempts to achieve this objective
through a fully managed investment policy utilizing publicly traded common
stock, debt securities (including convertible debentures), and money market
securities.

Alger American Fund

Alger American Growth Portfolio. The Alger American Growth Portfolio is
a growth portfolio that seeks to obtain long-term capital appreciation by
investing in a diversified, actively managed portfolio of equity securities.
Except during temporary defensive periods, the Portfolio invests at least 65% of
its total assets in equity securities of companies that, at the time of
purchase, have a total market capitalization of one billion dollars or greater.

American Century Variable Portfolios, Inc.

American Century VP Capital Appreciation Portfolio. The American
Century VP Capital Appreciation Portfolio seeks capital growth by investing
primarily in common stocks (including securities convertible into common stocks
and other equity equivalents) and other securities that meet certain fundamental
and technical standards of selection and have, in the opinion of the Portfolio's
investment manager, better than average potential for appreciation. The
Portfolio tries to stay fully invested in such securities, regardless of the
movement of prices generally.

American Century VP International Portfolio. The American Century VP
International Portfolio seeks to achieve its investment objective of capital
growth by investing primarily in securities of foreign companies that meet
certain fundamental and technical standards of selection and have, in the
opinion of the investment manager, potential for appreciation. The Portfolio
will invest primarily in common stocks (defined to include depository receipts
for common stock and other equity equivalents) of such companies. Investment in
securities of foreign issuers typically involves a greater degree of risk than
investment in domestic securities.

Fidelity Variable Insurance Products Fund

VIP Equity-Income Portfolio. The VIP Equity-Income Portfolio seeks
reasonable income by investing primarily in income-producing equity securities;
the Portfolio will also consider the potential for capital appreciation.

VIP Growth Portfolio. The VIP Growth Portfolio seeks to achieve capital
appreciation. The Portfolio normally purchases common stocks, although the
Portfolio's investments are not restricted to any one type of security. Capital
appreciation may also be found in other types of securities, including bonds and
preferred stocks.

VIP High Income Portfolio. The VIP High Income Portfolio seeks to
obtain a high level of current income by investing primarily in high-yielding,
lower-rated, fixed-income securities, while also considering growth of capital.
These include securities commonly referred to as junk bonds, the risks of which
are described in the prospectus for the Fund.

VIP Money Market Portfolio. The VIP Money Market Portfolio seeks to
maintain a stable $1.00 share price and a high level of current income while
preserving capital and liquidity. The Portfolio invests its assets in
high-quality, U.S. dollar-denominated money market securities of domestic and
foreign issuers.

VIP Overseas Portfolio. The VIP Overseas Portfolio seeks long-term
growth of capital primarily through investments in foreign securities. The
Overseas Portfolio provides a means for investors to diversify their own
portfolios by participating in companies and economies outside of the United
States.

Fidelity Variable Insurance Products Fund II

VIP II Asset Manager Portfolio. The VIP II Asset Manager Portfolio
seeks 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
instruments.

VIP II Contrafund Portfolio. The VIP II Contrafund Portfolio seeks
capital appreciation by investing primarily in companies that the managers of
the Portfolio believe to be undervalued due to an overly pessimistic appraisal
by the public.

VIP II Index 500 Portfolio. The VIP II Index 500 Portfolio seeks to
provide investment results that correspond to the total return (i.e., the
combination of capital changes and income) of common stocks publicly traded in
the United States. In seeking this objective, the Portfolio attempts to
duplicate the composition and total return of the Standard & Poor's Composite
Index of 500 Stocks.

T. Rowe Price Equity Series, Inc.

T. Rowe Price Equity Income Portfolio. The T. Rowe Price Equity Income
Portfolio seeks to provide substantial dividend income as well as long-term
capital appreciation through investments in common stocks of established
companies.

THERE IS NO ASSURANCE THAT THE STATED OBJECTIVES AND POLICIES OF ANY OF THE
FUNDS WILL BE ACHIEVED.

FUND EXPENSE TABLE

The purpose of the following table is to assist investors in
understanding the various costs and expenses that Owners bear indirectly. The
table reflects expenses of the Funds for the fiscal year ended December 1, 1996.
Expenses of the Funds as shown under "Fund Annual Expenses" are not fixed or
specified under the terms of the Policy and may vary from year to year. The fees
in this expense table have been provided by the Funds and have not been
independently verified by AUL. The information contained in the table is not
generally applicable to amounts allocated to the Fixed Account or to payments
under Settlement Option.

Fund Annual Expenses (as a percentage of net assets of each Fund)

Management/ Total Fund
Portfolio Advisory Fee Other Expenses Annual Expenses

AUL American Series Fund, In.
American Equity Portfolio 0.50%(1) 0.20% 0.70%
American Bond Portfolio 0.50%(1) 0.21% 0.71%
American Money Market Portfolio 0.50%(1) 0.20% 0.70%
American Managed Portfolio 0.50%(1) 0.20% 0.70%
Alger American Fund
Alger American Growth Portfolio 0.75% 0.04% 0.79%
American Century Variable Portfolios, Inc.
American Century VP Capital Appreciation 1.00% 0.00% 1.00%
Portfolio
American Century VP International Portfolio 1.50% 0.00% 1.50%
Fidelity Variable Insurance Products Fund
VIP Equity-Income Portfolio 0.51% 0.07% 0.58%(2)
VIP Growth Portfolio 0.61% 0.08% 0.69%(2)
VIP High Income Portfolio 0.59% 0.12% 0.71%
VIP Money Market Portfolio 0.21%% 0.30% 0.51%
VIP Overseas Portfolio 0.76% 0.17% 0.93%(2)
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio 0.64% 0.10% 0.74%(2)
VIP II Contrafund Portfolio 0.61% 0.13% 0.74%(2)
VIP II Index 500 Portfolio 0.13% 0.15% 0.28%(3)
T. Rowe Price Equity Series, Inc.
T. Rowe Price Equity Income Portfolio 0.85%(4) 0.00% 0.85%

(1) AUL has currently agreed to waive its advisory fee if the ordinary expenses
of a Portfolio exceed 1% and, to the extent necessary, assume any expenses
in excess of its advisory fee so that the expenses of each Portfolio,
including the advisory fee but excluding extraordinary expenses, will not
exceed 1% of the Portfolio's average daily net asset value per year. The
Company may terminate the policy of reducing its fee and/or assuming Fund
expenses upon 30 days written notice to the Fund and such policy will be
terminated automatically by the termination of the Investment Advisory
Agreement.

(2) A portion of the brokerage commissions that certain funds pay was used to
reduce funds expenses. In addition, certain funds have entered into
arrangements with their custodian and transfer agent whereby interest
earned on uninvested cash balances was used to reduce custodian and
transfer agent expenses. Including these reductions, the total operating
expenses presented in the table would have been 0.56% for the Equity-Income
Portfolio, 0.67% for the Growth Portfolio, 0.92% for Overseas Portfolio,
0.73% for Asset Manager Portfolio, and 0.71% for the Contrafund Portfolio.

(3) Fidelity Management & Research Company agreed to reimburse a portion of
Index 500 portfolio's expenses during the period. Without this
reimbursement, the fund's management fee, other expenses and total expenses
would have been 0.28%, 0.15%, and 0.43% respectively for Index 500
Portfolio on an annualized basis.

(4) T. Rowe Price's management fee includes the ordinary expenses of operating
the Portfolio.

More detailed information concerning the investment objectives, policies, and
restrictions pertaining to the Funds and Portfolios and their expenses,
investment advisory services and charges and the risks involved with investing
in the Portfolios and other aspects of their operations can be found in the
current prospectus for each Fund or Portfolio and the current Statement of
Additional Information for each Fund or Portfolio. The prospectuses for the
Funds or Portfolios should be read carefully before any decision is made
concerning the allocation of Net Premium payments or transfers among the
Investment Accounts.

AUL has entered into agreements with the Distributors/Advisers of American
Century Variable Portfolios, Inc. and Fidelity Investments and under which AUL
has agreed to render certain services and to provide information about these
Funds to Owners who invest in these Funds. Under these agreements and for
providing these services, AUL receives compensation from the Distributor/Advisor
of these Funds ranging from zero basis points until a certain level of Fund
assets have been purchased to fifteen basis points on the

AUL cannot guarantee that each Fund or Portfolio will always be available for
the Policies; but, in the unlikely event that a Fund or Portfolio is not
available, AUL will take reasonable steps to secure the availability of a
comparable fund. Shares of each Portfolio are purchased and redeemed at net
asset value, without a sales charge.

PREMIUM PAYMENTS AND ALLOCATIONS

Applying for a Policy

AUL requires satisfactory evidence of the proposed Insured's insurability, which
may include a medical examination of the proposed Insured. The available Issue
Ages are 0 through 85 on a standard basis, and 20 through 85 on a preferred
non-tobacco user and tobacco user basis. Issue Age is determined based on the
Insured's age as of the Contract Date. Acceptance of an application depends on
AUL's underwriting rules, and AUL reserves the right to reject an application.
Coverage under the Policy is effective as of the later of the date the initial
premium is paid or the Issue Date.

As the Owner of the Policy, you may exercise all rights provided under the
Policy while the Insured is living, subject to the interests of any assignee or
irrevocable beneficiary. The Insured is the Owner, unless a different Owner is
named in the application. In accordance with the terms of the Policy, the Owner
may in the application or by Proper Notice name a contingent Owner or a new
Owner while the Insured is living. The Policy may be jointly owned by more than
one Owner. The consent of both joint Owners is required for all transactions
except when proper forms have been executed to allow one Owner to make changes.
Unless a contingent Owner has been named, on the death of the last surviving
Owner, ownership of the Policy passes to the estate of the last surviving Owner,
which then will become the Owner. A change in Owner may have tax consequences.
See "Tax Considerations."

Right to Examine Policy

You may cancel your Policy for a refund during your "right to examine" period.
In most states, this period expires 10 days after you receive your Policy. We
assume you receive your Policy within 5 days after the Issue Date. If you decide
to cancel the Policy, you must return it by mail or other delivery method to the
Home Office or to the authorized AUL representative who sold it. Immediately
after mailing or delivery of the Policy to AUL, the Policy will be deemed void
from the beginning. Within seven calendar days after AUL receives the returned
Policy, AUL will refund the greater of premiums paid or the Account Value.

Premiums

The minimum initial premium payment required depends on a number of factors,
such as the Age, sex and risk class of the proposed Insured, the initial Face
Amount, any supplemental and/or rider benefits and the planned premium payments
you propose to make. Consult your AUL representative for information about the
initial premium required for the coverage you desire.

The initial premium is due on or before delivery of the Policy. There will be no
coverage until this premium is paid or until the Issue Date, whichever is later.

You may make other premium payments at any time and in any amount, subject to
the limits described in this section. The actual amount of premium payments will
affect the Account Value and the period of time the Policy remains in force.

Premium payments after the initial payment must be made to our Home Office. Each
payment must be at least equal to the minimum payment shown on the Policy Data
Page in your Policy. All premiums combined may not be more than $1,000,000,
unless a higher amount is agreed to by us.

The planned premium is the amount for which we will bill you or, in the case of
our automatic premium plan (which deducts the planned premium from your checking
account), the amount for which we will charge your account. The amount and
frequency of the planned premium are shown on the Policy Data Page in your
Policy. You may change the amount and the frequency of the planned premium by
Proper Notice. We reserve the right to change the planned premium to comply with
our rules for billing amount and frequency.

If the payment of any premium would cause an increase in Risk Amount because of
the Minimum Insurance Percentage, we may require satisfactory evidence of
insurability before accepting it. If we accept the premium, we will allocate the
Net Premium to your Account Value on the date of our acceptance. If we do not
accept the premium, we will refund it to you.

If the payment of any premium would cause this Policy to fail to meet the
federal tax definition of a life insurance contract in accordance with the
Internal Revenue Code, we reserve the right to refund the amount to you with
interest no later than 60 days after the end of the Policy Year when we receive
the premium, but we assume no obligation to do so.

If the payment of any premium would cause the Policy to become a Modified
Endowment, we will attempt to so notify you upon allocating the premium, but we
assume no obligation to do so. In the event that we notify you, consistent with
the terms of the notice you may choose whether you want the premium refunded to
you. We reserve the right to refund any premiums that cause the Policy to become
a Modified Endowment. Upon request, we will refund the premium, with interest,
to you no later than 60 days after the end of the Policy Year in which we
receive the premium.

Planned Premiums. When applying for a Policy, you may select a plan for
paying level premium payments semi-annually or annually. If you elect, AUL will
also arrange for payment of planned premiums on a monthly basis under a
pre-authorized payment arrangement. You are not required to pay premium payments
in accordance with these plans; rather, you can pay more or less than planned,
or skip a planned premium entirely. (See, however, "Premium Payments to Prevent
Lapse" and "Guarantee Period and Required Premium for the Guarantee Period."
Each premium after the initial premium must be at least $50. AUL may increase
this minimum 90 days after we send you a written notice of such increase.
Subject to the limits described above, you can change the amount and frequency
of planned premiums whenever you want by sending Proper Notice to the Home
Office. However AUL reserves the right to limit the amount of a premium payment
or the total premium payments paid.

Premium Payments to Prevent Lapse

Failure to pay planned premiums will not necessarily cause a Policy to lapse.
Conversely, paying all planned premiums will not guarantee that a Policy will
not lapse. The conditions that will result in your Policy lapsing will vary
depending on whether a Guarantee Period is in effect, as follows:

Grace Period. The Policy goes into default at the start of the grace
period, which is a 61-day period to make a premium payment sufficient to prevent
lapse. A Grace Period starts if the Net Cash Value on a Monthiversary will not
cover the Monthly Deduction. AUL will send notice of the grace period and the
amount required to be paid during the grace period to your last known address.
The grace period shall terminate as of the date indicated in the notice, which
shall comply with any applicable state law. Your Policy will remain in force
during the grace period. If the Insured should die during the grace period, the
Death Benefit proceeds will still be payable to the beneficiary, although the
amount paid will be equal to the Death Benefit immediately prior to the start of
the grace period, plus any benefits provided by rider, and less any outstanding
loan and loan interest and overdue Monthly Deductions and mortality and expense
risk charges as of the date of death. See "Amount of Death Benefit Proceeds." If
the grace period premium payment has not been paid before the grace period ends,
your Policy will lapse. It will have no value, and no benefits will be payable.
See "Reinstatement."

A grace period also may begin if any outstanding loan and loan interest becomes
excessive. See "Policy Loans."

Guarantee Period and Required Premium for the Guarantee Period. The
Guarantee Period is the period shown in the Policy during which the Policy will
remain in force and will not begin the grace period, if on each Monthiversary,
the sum of the premiums paid to date, less any Partial Surrenders, loans and
loan interest, equals or exceeds the Required Premium for the Guarantee Period
multiplied by the number of Policy Months since the Contract Date. If this test
fails on any Monthiversary, the continuation of insurance guarantee terminates.
The guarantee will not be reinstated.

The Required Premium for the Guarantee Period is shown on the Policy Data Page.
If you make changes to the Policy after issue, the Required Premium for
subsequent months may change. We will send you notice of the new Required
Premium. The Required Premium per $1,000 factors for the Face Amount vary by
risk class, Issue Age, and sex. Additional premiums for substandard ratings and
rider benefits are included in the Required Premium.

After the Guarantee Period. A grace period starts if the Net Cash Value
on a Monthiversary will not cover the Monthly Deduction. A premium sufficient to
keep the Contract in force must be submitted during the grace period.

Premium Allocations and Crediting

In the Policy application, you specify the percentage of a Net Premium to be
allocated to the Investment Accounts and to the Fixed Account. The sum of your
allocations must equal 100%, with at least 1% of the Net Premium payment
allocated to each account selected by you. All Net Premium allocations must be
in whole percentages. AUL reserves the right to limit the number of Investment
Accounts to which premiums may be allocated. You can change the allocation
percentages at any time, subject to these rules, by sending Proper Notice to the
Home Office, or by telephone if written authorization is on file with us. The
change will apply to the premium payments received with or after receipt of your
notice.

The initial Net Premium generally is allocated to the Fixed Account and the
Investment Accounts in accordance with your allocation instructions on the later
of the day the "right to examine" period expires, or the date we receive the
premium at our Home Office. Subsequent Net Premiums are allocated as of the end
of the Valuation Period during which we receive the premium at our Home Office.

We generally allocate all Net Premiums received prior to the Issue Date to our
general account prior to the end of the "right to examine" period. We will
credit interest daily on Net Premiums so allocated. However, we reserve the
right to allocate Net Premiums to the Fixed Account and the Investment Accounts
of the Separate Account in accordance with your allocation instructions prior to
the expiration of the "right to examine" period. If you exercise your right to
examine the Policy and cancel it by returning it to us, we will refund to you
any premiums paid or the Account Value. At the end of the "right to examine"
period, we transfer the Net Premium and interest to the Fixed Account and the
Investment Accounts of the Separate Account based on the percentages you have
selected in the application. For purposes of determining the end of the "right
to examine" period, solely as it applies to this transfer, we assume that
receipt of this Policy occurs 5 days after the Issue Date.

Premium payments requiring satisfactory evidence of insurability will not be
credited to the Policy until underwriting has been completed and the premium
payment has been accepted. If the additional premium payment is rejected, AUL
will return the premium payment immediately, without any adjustment for
investment experience.

Transfer Privilege

You may transfer amounts between the Fixed Account and Investment Accounts or
among Investment Accounts at any time after the "right to examine" period.

There currently is no minimum transfer amount, although we reserve the right to
require a $100 minimum transfer. You must transfer the minimum amount, or, if
less, the entire amount in the account from which you are transferring each time
a transfer is made. If after the transfer the amount remaining in any account is
less than $25, we have the right to transfer the entire amount. Any applicable
transfer charge will be assessed. The charge will be deducted from the
account(s) from which the transfer is made on a prorata basis.

Transfers are made such that the Account Value on the date of transfer will not
be affected by the transfer, except for the deduction of any transfer charge.
Currently, all transfers are free. On a guaranteed basis, we reserve the right
to limit the number of transfers to 12 per year, or to restrict transfers from
being made on consecutive Valuation Dates.

If we determine that the transfers made by or on behalf of one or more Owners
are to the disadvantage of other Owners, we may restrict the rights of certain
Owners. We also reserve the right to limit the size of transfers and remaining
balances, to limit the number and frequency of transfers, and to discontinue
telephone transfers.

The first 12 transfers during each Policy Year are free. Any unused free
transfers do not carry over to the next Policy Year. We reserve the right to
assess a $25 charge for the thirteenth and each subsequent transfer during a
Policy Year. For the purpose of assessing the charge, each request (or telephone
request described below) is considered to be one transfer, regardless of the
number of Investment Accounts or the Fixed Account affected by the transfer. The
charge will be deducted from the Investment Account(s) from which the transfers
are made.

Unless AUL restricts the right of an Owner to transfer funds as stated above,
there is no limit on the number of transfers that can be made between Investment
Accounts or to the Fixed Account. There is a limit on the amount transferred
from the Fixed Account each Policy Year. See "Transfers from Fixed Account" for
restrictions.

Telephone Transfers. Telephone transfers will be based upon
instructions given by telephone, provided the appropriate election has been made
at the time of application or proper authorization has been provided to us. We
reserve the right to suspend telephone transfer privileges at any time, for any
reason, if we deem such suspension to be in the best interests of Owners.

We will employ reasonable procedures to confirm that instructions communicated
by telephone are genuine, and if we follow those procedures, we will not be
liable for any losses due to unauthorized or fraudulent instructions. We may be
liable for such losses if we do not follow those reasonable procedures. The
procedures we will follow for telephone transfers include requiring some form of
personal identification prior to acting on instructions received by telephone,
providing written confirmation of the transaction, and making a tape recording
of the instructions given by telephone.

Dollar Cost Averaging Program

The Dollar Cost Averaging Program, if elected, enables you to transfer
systemically and automatically, on a monthly basis, specified dollar amounts
from the AUL American Money Market Investment Account to other Investment
Accounts. By allocating on a regularly scheduled basis, as opposed to allocating
the total amount at one particular time, you may be less susceptible to the
impact of market fluctuations. However, we make no guarantee that the Dollar
Cost Averaging Program will result in a gain.

You specify the fixed dollar amount to be transferred automatically from the AUL
American Money Market Investment Account. At the time that you elect the Dollar
Cost Averaging Program, the Account Value in the AUL American Money Market
account from which transfers will be made must be at least $2,000.

You may elect this Program at the time of application by completing the
authorization on the application or at any time after the Policy is issued by
properly completing and returning the election form. Transfers made under the
Dollar Cost Averaging Program will commence on the Monthiversary on or next
following the election.

Once elected, transfers from the AUL American Money Market Investment Account
will be processed until the value of the Investment Account is completely
depleted, or you send us Proper Notice instructing us to cancel the transfers.

Currently, transfers made under the Dollar Cost Averaging Program will not be
subject to any transfer charge and will not count against the number of free
transfers permitted in a Policy Year. We reserve the right to impose a $25
transfer charge for each transfer effected under a Dollar Cost Averaging
Program. We also reserve the right to alter the terms or suspend or eliminate
the availability of the Dollar Cost Averaging Program at any time.

Portfolio Rebalancing Program

You may elect to have the accumulated balance of each Investment Account
redistributed to equal a specified percentage of the Variable Account. This will
be done on an annual basis from the Monthiversary on which the Portfolio
Rebalancing Program commences. If elected, this plan automatically adjusts your
Portfolio mix to be consistent with the allocation most recently requested. The
redistribution will not count toward the 12 free transfers permitted each Policy
Year. If the Dollar Cost Averaging Program has been elected, the Portfolio
Rebalancing Program will not commence until the Monthiversary following the
termination of the Dollar Cost Averaging Program.

You may elect this plan at the time of application by completing the
authorization on the application or at any time after the Policy is issued by
properly completing the election form and returning it to us. Portfolio
rebalancing will terminate when you request any transfer or the day we receive
Proper Notice instructing us to cancel the Portfolio Rebalancing Program. We do
no currently charge for this program. We reserve the right to alter the terms or
suspend or eliminate the availability of portfolio rebalancing at any time.

FIXED ACCOUNT

Because of exemptive and exclusionary provisions, interests in the Fixed Account
have not been registered under the Securities Act of 1933, nor has the Fixed
Account been registered as an investment company under the 1940 Act.
Accordingly, neither the Fixed Account nor any interests therein are subject to
the provisions of these Acts and, as a result, the staff of the SEC has not
reviewed the disclosure in this Prospectus relating to the Fixed Account. The
disclosure regarding the Fixed Account, may, however, be subject to certain
generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

You may allocate some or all of the Net Premiums and transfer some or all of the
Variable Account value to the Fixed Account, which is part of our general
account and pays interest at declared rates (subject to a minimum interest rate
we guarantee to be 3%). Our general account supports our insurance and annuity
obligations.

The portion of the Account Value allocated to the Fixed Account will be credited
with rates of interest, as described below. Since the Fixed Account is part of
our general account, we benefit from investment gain and assume the risk of
investment loss on this amount. All assets in the general account are subject to
our general liabilities from business operations.

Minimum Guaranteed and Current Interest Rates

The Account Value in the Fixed Account earns interest at one or more interest
rates determined by AUL at its discretion and declared in advance ("Current
Rate"), which are guaranteed to be at least an annual effective rate of 3%
("Guaranteed Rate"). AUL will determine a Current Rate from time to time and,
generally, any Current Rate that exceeds the Guaranteed Rate will be effective
for the Policies for a period of at least one year. We reserve the right to
change the method of crediting from time to time, provided that such changes do
not have the effect of reducing the guaranteed rate of interest. AUL bears the
investment risk for Owner's Fixed Account values and for paying interest at the
Current Rate on amounts allocated to the Fixed Account.

Calculation of the Fixed Account Value

Fixed Account value at any time is equal to amounts allocated or transferred to
the Fixed Account, plus interest credited minus amounts deducted, transferred,
or surrendered from the Fixed Account.

Transfers from the Fixed Account

The amount transferred from the Fixed Account in any Policy Year may not exceed
20% of the amount in the Fixed Account at the beginning of the Policy Year, less
any Partial Surrenders made from the Fixed Account since that date, unless the
balance after the transfer is less than $25, in which case we reserve the right
to transfer the entire amount.

Payment Deferral

We reserve the right to defer payment of any surrender, Partial Surrender, or
transfer from the Fixed Account for up to six months from the date of receipt of
the Proper Notice for the partial or full surrender or transfer. In this case,
interest on Fixed Account assets will continue to accrue at the then-current
rates of interest.

CHARGES AND DEDUCTIONS

Premium Expense Charges

Premium Tax Charge. A 2.5% charge for state and local premium taxes and
related administrative expenses is deducted from each premium payment. The state
and local premium tax charge reimburses AUL for premium taxes and related
administrative expenses associated with the Policies. AUL expects to pay an
average state and local premium tax rate (including related administrative
expenses) of approximately 2.5% of premium payments for all states, although
such tax rates range from 0% to 4%. This charge may be more or less than the
amount actually assessed by the state in which a particular Owner lives.

Sales Charge. AUL deducts a sales charge from each premium payment. The
sales charge is 3.5% of each premium paid during the first 10 Policy Years, and
1.5% of each premium paid thereafter.

Monthly Deduction

AUL will deduct Monthly Deductions on the Contract Date and on each
Monthiversary. Monthly Deductions due on the Contract Date and any
Monthiversaries prior to the Issue Date are deducted on the Issue Date. Your
Contract Date is the date used to determine your Monthiversary. The Monthly
Deduction consists of (1) cost of insurance charge, (2) monthly administrative
charge, and (3) any charges for rider benefits, as described below. The Monthly
Deduction is deducted from the Variable Account (and each Investment Account)
and Fixed Account prorata on the basis of the portion of Account Value in each
account.

Cost of Insurance Charge. This charge compensates AUL for the expense
of providing insurance coverage. The charge depends on a number of variables and
therefore will vary between Policies and from Monthiversary to Monthiversary.
The Policy contains guaranteed cost of insurance rates that may not be
increased. The guaranteed rates are no greater than the 1980 Commissioners
Standard Ordinary Non-Smoker and Smoker Mortality Tables (the "1980 CSO Tables")
(and where unisex cost of insurance rates apply, the 1980 CSO-C Tables). The
guaranteed rates for substandard classes are based on multiples of or additives
to the 1980 CSO Tables. These rates are based on the Attained Age and
underwriting class of the Insured. They are also based on the sex of the
Insured, except that unisex rates are used where appropriate under applicable
law, including in the state of Montana, and in Policies purchased by employers
and employee organizations in connection with employment-related insurance or
benefit programs. The cost of insurance rate generally increases with the
Attained Age of the Insured. As of the date of this Prospectus, we charge
"current rates" that are generally lower (i.e., less expensive) than the
guaranteed rates, and we may also charge current rates in the future. The
current rates may also vary with the Attained Age, gender, where permissible,
duration of each Face Amount segment, policy size and underwriting class of the
Insured. For any Policy, the cost of insurance on a Monthiversary is calculated
by multiplying the current cost of insurance rate for the Insured by the Risk
Amount for that Monthiversary. The Risk Amount on a Monthiversary is the
difference between the Death Benefit divided by 1.00246627 and the Account
Value. The Account Value will first be considered part of the initial Face
Amount, then part of any additional Face Amounts in the order of the increases.

The cost of insurance charge for each Face Amount segment will be determined on
each Monthiversary. AUL currently places Insureds in the following classes,
based on underwriting: Standard Tobacco User, Standard Non-Tobacco User,
Preferred Tobacco User, Preferred Non-Tobacco User. An Insured may be placed in
a substandard risk class, which involves a higher mortality risk than the
Standard Tobacco User or Standard Non-Tobacco User classes. Standard Non-Tobacco
User rates are available for Issue Ages 0-85. Preferred Non-Tobacco and
Preferred Tobacco User rates are available for Issue Ages 20-85. The guaranteed
maximum cost of insurance rate is set forth on the Policy Data Page of your
Policy.

AUL places the Insured in a risk class when the Policy is given underwriting
approval, based on AUL's underwriting of the application. When an increase in
Face Amount is requested, AUL conducts underwriting before approving the
increase (except as noted below), and a separate risk class may apply to the
increase. If the risk class for the increase has higher guaranteed cost of
insurance rates than the existing class, the higher guaranteed rates will apply
only to the increase in Face Amount, and the existing risk class will continue
to apply to the existing Face Amount. If the risk class for the increase has
lower guaranteed cost of insurance rates than the existing class, the lower
guaranteed rates will apply to both the increase and the existing Face Amount.

Monthly Administrative Charge. The monthly administrative charge is a
level monthly charge, currently $30 during the first Policy Year, and $5
thereafter, which applies in all years. It is guaranteed not to exceed $10 after
the first Policy Year. This charge reimburses AUL for expenses incurred in the
administration of the Policies and the Separate Account. Such expenses include,
but are not limited to: underwriting and issuing the Policy, confirmations,
annual reports and account statements, maintenance of Policy records,
maintenance of Separate Account records, administrative personnel costs, mailing
costs, data processing costs, legal fees, accounting fees, filing fees, the
costs of other services necessary for Owner servicing and all accounting,
valuation, regulatory and updating requirements.

Cost of Additional Benefits Provided by Riders. The cost of additional
benefits provided by riders is charged to the Account Value on the
Monthiversary.

Mortality and Expense Risk Charge

AUL deducts this monthly charge from the Investment Accounts prorata based on
your amounts in each account. The current charge is at an annual rate of 0.75%
of Variable Account value during the first 10 Policy Years, and 0.25%
thereafter, and is guaranteed not to increase for the duration of a Policy. AUL
may realize a profit from this charge.

The mortality risk assumed is that Insureds, as a group, may live for a shorter
period of time than estimated and, therefore, the cost of insurance charges
specified in the Policy will be insufficient to meet actual claims. AUL also
assumes the mortality risk associated with guaranteeing the Death Benefit during
the Guarantee Period. The expense risk AUL assumes is that expenses incurred in
issuing and administering the Policies and the Separate Account will exceed the
amounts realized from the monthly administrative charges assessed against the
Policies.

Surrender Charge

During the first fifteen Policy Years, a surrender charge will be deducted from
the Account Value if the Policy is completely surrendered for cash. The total
surrender charge will not exceed the maximum surrender charge set forth in the
Policy. The surrender charge is equivalent to 100% of the base coverage target
premium for Policy Years 1 through 5, reducing thereafter by 10% annually
through Policy Year 15. An additional surrender charge and surrender charge
period will apply to each portion of the Policy resulting from a Face Amount
increase, starting with the effective date of the increase.

The surrender charge on the date of reinstatement of a Policy will be based on
the number of Policy Years from the original Contract Date. For purposes of
determining the surrender charge on any date after reinstatement, the period the
Policy was lapsed will be credited to the total Policy period.

The table below shows the surrender charge (which is a percentage of target
premium) deducted if the Policy is completely surrendered during the first
fifteen Policy Years or during the fifteen years following an increase in Face
Amount.

Table of Surrender Charges

Policy Year Surrender Charge

1 100%
2 100%
3 100%
4 100%
5 100%
6 90%
7 80%
8 70%
9 60%
10 50%
11 40%
12 30%
13 20%
14 10%
15 0%

Taxes

AUL does not currently assess a charge for any taxes other than state premium
taxes incurred as a result of the establishment, maintenance, or operation of
the Investment Accounts of the Separate Account. We reserve the right, however,
to assess a charge for such taxes against the Investment Accounts if we
determine that such taxes will be incurred.

Special Uses

We may agree to reduce or waive the surrender charge or the Monthly Deduction,
or credit additional amounts under the Policies in situations where selling
and/or maintenance costs associated with the Policies are reduced, such as the
sale of several Policies to the same Owner(s), sales of large Policies, sales of
Policies in connection with a group or sponsored arrangement or mass
transactions over multiple Policies.

In addition, we may agree to reduce or waive some or all of these charges and/or
credit additional amounts under the Policies for those Policies sold to persons
who meet criteria established by us, who may include current and retired
officers, directors and employees of us and our affiliates. We may also agree to
waive minimum premium requirements for such persons.

We will only reduce or waive such charges or credit additional amounts on any
Policies where expenses associated with the sale of the Policy and/or costs
associated with administering and maintaining the Policy are reduced. We reserve
the right to terminate waiver/reduced charge and crediting programs at any time,
including those for previously issued Policies.

Fund Expenses

Each Investment Account of the Separate Account purchases shares at the net
asset value of the corresponding Portfolio. The net asset value reflects the
investment advisory fee and other expenses that are deducted from the assets of
the Portfolio. The advisory fees and other expenses are not fixed or specified
under the terms of the Policy and are described in the Funds' prospectuses.

HOW YOUR ACCOUNT VALUES VARY

There is no minimum guaranteed Account Value, Cash Value or Net Cash Value.
These values will vary with the investment experience of the Investment Accounts
and/or the crediting of interest in the Fixed Account, and will depend on the
allocation of Account Value. If the Net Cash Value on a Monthiversary is less
than the amount of the Monthly Deduction to be deducted on that date and the
Guarantee Period is not then in effect, the Policy will be in default and a
grace period will begin. See "Premium Payments to Prevent Lapse."

Determining the Account Value

On the Contract Date, the Account Value is equal to the initial Net Premium less
the Monthly Deductions deducted as of the Contract Date. On each Valuation Day
thereafter, the Account Value is the aggregate of the Variable Account value,
the Fixed Account value, and the Loan Account value. The Account Value will vary
to reflect the performance of the Investment Accounts to which amounts have been
allocated, interest credited on amounts allocated to the Fixed Account, interest
credited on amounts in the Loan Account, charges, transfers, Partial Surrenders,
loans and loan repayments.

Variable Account Value. When you allocate an amount to an Investment
Account, either by Net Premium payment allocation or by transfer, your Policy is
credited with accumulation units in that Investment Account. The number of
accumulation units credited is determined by dividing the amount allocated to
the Investment Account by the Investment Account's accumulation unit value at
the end of the Valuation Period during which the allocation is effected. The
Variable Account value of the Policy equals the sum, for all Investment
Accounts, of the accumulation units credited to an Investment Account multiplied
by that Investment Account's accumulation unit value.

The number of Investment Account accumulation units credited to your Policy will
increase when Net Premium payments are allocated to the Investment Account and
when amounts are transferred to the Investment Account. The number of Investment
Account accumulation units credited to a Policy will decrease when the allocated
portion of the Monthly Deduction and mortality and expense charge are taken from
the Investment Account, a loan is made, an amount is transferred from the
Investment Account, or a Partial Surrender is taken from the Investment Account.

Accumulation Unit Values. An Investment Account's accumulation unit
value is determined on each Valuation Date and varies to reflect the investment
experience of the underlying Portfolio. It may increase, decrease, or remain the
same from Valuation Period to Valuation Period. The accumulation unit value for
the Money Market Investment Accounts were initially set at $1, and the
accumulation unit value for each of the other Investment Accounts was
arbitrarily set at $5 when each Investment Account was established. For each
Valuation Period after the date of establishment, the accumulation unit value is
determined by multiplying the value of an accumulation unit for an Investment
Account for the prior Valuation Period by the net investment factor for the
Investment Account for the current Valuation Period.

Net Investment Factor. The net investment factor is used to measure the
investment performance of an Investment Account from one Valuation Period to the
next. For any Investment Account, the net investment factor for a Valuation
Period is determined by dividing (a) by (b), where:

(a) is equal to:
1. the net asset value per share of the Portfolio held in the
Investment Account determined at the end of the current Valuation
Period; plus
2. the per share amount of any dividend or capital gain distribution
paid by the Portfolio during the Valuation Period; plus
3. the per share credit or charge with respect to taxes, if any,
paid or reserved for by AUL during the Valuation Period that are
determined by AUL to be attributable to the operation of the
Investment Account; and

(b) is equal to:
1. the net asset value per share of the Portfolio held in the
Investment Account determined at the end of the preceding
Valuation Period; plus
2. the per share credit or charge for any taxes reserved for the
immediately preceding Valuation Period.

Fixed Account Value. On any Valuation Date, the Fixed Account value of
a Policy is the total of all Net Premium payments allocated to the Fixed
Account, plus any amounts transferred to the Fixed Account, plus interest
credited on such Net Premium payments and amounts transferred, less the amount
of any transfers from the Fixed Account, less the amount of any Partial
Surrenders taken from the Fixed Account, and less the prorata portion of the
Monthly Deduction charged against the Fixed Account.

Loan Account Value. On any Valuation Date, if there have been any
Policy loans, the Loan Account value is equal to amounts transferred to the Loan
Account from the Investment Accounts and from the Fixed Account as collateral
for Policy loans and for due and unpaid loan interest, less amounts transferred
from the Loan Account to the Investment Accounts and the Fixed Account as
outstanding loans and loan interest are repaid, and plus interest credited to
the Loan Account.

Cash Value and Net Cash Value

The Cash Value on a Valuation Date is the Account Value less any applicable
surrender charges. The Net Cash Value on a Valuation Date is the Cash Value
reduced by any outstanding loans and loan interest. Net Cash Value is used to
determine whether a grace period starts. See "Premium Payments to Prevent
Lapse." It is also the amount that is available upon full surrender of the
Policy. See "Surrendering the Policy for Net Cash Value."

DEATH BENEFIT AND CHANGES IN FACE AMOUNT

As long as the Policy remains in force, AUL will pay the Death Benefit Proceeds
upon receipt at the Home Office of satisfactory proof of the Insured's death.
AUL may require return of the Policy. The Death Benefit Proceeds may be paid in
a lump sum, generally within seven calendar days of receipt of satisfactory
proof (see "When Proceeds Are Paid"), or in any other way agreeable to you and
us. Before the Insured dies, you may choose how the proceeds are to be paid. If
you have not made a choice before the Insured dies, the beneficiary may choose
how the proceeds are paid. The Death Benefit Proceeds will be paid to the
beneficiary. See "Selecting and Changing the Beneficiary."

Amount of Death Benefit Proceeds

The Death Benefit Proceeds are equal to the sum of the Death Benefit in force as
of the end of the Valuation Period during which death occurs, plus any rider
benefits, minus any outstanding loan and loan interest on that date. If the date
of death occurs during a grace period, the Death Benefit will still be payable
to the beneficiary, although the amount will be equal to the Death Benefit
immediately prior to the start of the grace period, plus any benefits provided
by rider, and less any outstanding loan and loan interest and overdue Monthly
Deductions and mortality and expense risk charges as of the date of death. Under
certain circumstances, the amount of the Death Benefit may be further adjusted.
See "Limits on Rights to Contest the Policy" and "Changes in the Policy or
Benefits."

If part or all of the Death Benefit Proceeds is paid in one sum, AUL will pay
interest on this sum if required by applicable state law from the date of the
Insured's death to the date of payment.

Death Benefit Options

The Owner may choose one of two Death Benefit options. Under Option 1, the Death
Benefit is the greater of the Face Amount or the Applicable Percentage (as
described below) of Account Value on the date of the Insured's death. Under
Option 2, the Death Benefit is the greater of the Face Amount plus the Account
Value on the date of death, or the Applicable Percentage of the Account Value on
the date of the Insured's death.

If investment performance is favorable, the amount of the Death Benefit may
increase. However, under Option 1, the Death Benefit ordinarily will not change
for several years to reflect any favorable investment performance and may not
change at all. Under Option 2, the Death Benefit will vary directly with the
investment performance of the Account Value. To see how and when investment
performance may begin to affect the Death Benefit, see "Illustrations of Account
Values, Cash Values, Death Benefits and Accumulated Premium Payments."

Applicable Percentages of Account Value
Attained Age Percentage Attained Age Percentage Attained Age Percentage Attained Age Percentage
0-40 250% 50 185% 60 130% 70 115%
41 243 51 178 61 128 71 113
42 236 52 171 62 126 72 111
43 229 53 164 63 124 73 109
44 222 54 157 64 122 74 107
45 215 55 150 65 120 75-90 105
46 209 56 146 66 119 91 104
47 203 57 142 67 118 92 103
48 197 58 138 68 117 93 102
49 191 59 134 69 116 94 101
95+ 100

Initial Face Amount and Death Benefit Option

The initial Face Amount is set at the time the Policy is issued. You may change
the Face Amount from time to time, as discussed below. You select the Death
Benefit option when you apply for the Policy. You also may change the Death
Benefit option, as discussed below. We reserve the right, however, to decline
any change which might disqualify the Policy as life insurance under federal tax
law.

Changes in Death Benefit Option

Beginning one year after the Contract Date, as long as the Policy is not in the
grace period, you may change the Death Benefit option on your Policy subject to
the following rules. If you request a change from Death Benefit Option 2 to
Death Benefit Option 1, the Face Amount will be increased by the amount of the
Account Value on the date of change. The change will be effective on the
Monthiversary following our receipt of Proper Notice.

If you request a change from Death Benefit Option 1 to Death Benefit Option 2,
the Face Amount will be decreased by the amount of the Account Value on the date
of change. We may require satisfactory evidence of insurability. The change will
be effective on the Monthiversary following our approval of the change. We will
not permit a change which would decrease the Face Amount below $50,000.

Changes in Face Amount

Beginning one year after the Contract Date, as long as the Policy is not in the
grace period, you may request a change in the Face Amount. If a change in the
Face Amount would result in total premiums paid exceeding the premium
limitations prescribed under current tax law to qualify your Policy as a life
insurance contract, AUL will refund, after the next Monthiversary, the amount of
such excess above the premium limitations. Changes in Face Amount may cause the
Policy to be treated as a Modified Endowment for federal tax purposes.

AUL reserves the right to decline a requested decrease in the Face Amount if
compliance with the guideline premium limitations under current tax law would
result in immediate termination of the Policy, payments would have to be made
from the Cash Value for compliance with the guideline premium limitations, and
the amount of such payments would exceed the Net Cash Value under the Policy.

The Face Amount after any decrease must be at least $50,000. A decrease in Face
Amount will become effective on the Monthiversary that next follows receipt of
Proper Notice of a request.

Decreasing the Face Amount of the Policy may have the effect of decreasing
monthly cost of insurance charges. If you have made any increases to the Face
Amount, the decrease will first be applied to reduce those increases, starting
with the most recent increase. The decrease will not cause a decrease in either
the Required Premium for the Guarantee Period or the surrender charge.

Any increase in the Face Amount must be at least $5,000 (unless otherwise
provided by rider), and an application must be submitted. AUL reserves the right
to require satisfactory evidence of insurability. In addition, the Insured's
Attained Age must be less than the current maximum Issue Age for the Policies,
as determined by AUL from time to time. A change in planned premiums may be
advisable. See "Premiums." The increase in Face Amount will become effective on
the Monthiversary on or next following our approval of the increase.

A new surrender charge and surrender charge period will apply to each portion of
the Policy resulting from an increase in Face Amount, starting with the
effective date of the increase. See "Surrender Charge."

For purposes of calculating cost of insurance charges, any Face Amount decrease
will be used to reduce any previous Face Amount increase then in effect,
starting with the latest increase and continuing in the reverse order in which
the increases were made. If any portion of the decrease is left after all Face
Amount increases have been reduced, it will be used to reduce the initial Face
Amount.

Selecting and Changing the Beneficiary

You select the beneficiary in your application. You may select more than one
beneficiary. You may later change the beneficiary in accordance with the terms
of the Policy. The primary beneficiary, or, if the primary beneficiary is not
living, the contingent beneficiary, is the person entitled to receive the Death
Benefit Proceeds under the Policy. If the Insured dies and there is no surviving
beneficiary, the Owner (or the Owner's estate if the Owner is the Insured) will
be the beneficiary. If a beneficiary is designated as irrevocable, then the
beneficiary's written consent must be obtained to change the beneficiary.

CASH BENEFITS

Policy Loans

Prior to the death of the Insured, you may borrow against your Policy by
submitting Proper Notice to the Home Office at any time after the end of the
"right to examine" period while the Policy is not in the grace period. The
Policy is assigned to us as the sole security for the loan. The minimum amount
of a new loan is $500. The maximum amount of a new loan is:

1. 90% of the Account Value; less
2. any loan interest due on the next Policy Anniversary; less
3. any applicable surrender charges; less
4. any existing loans and accrued loan interest.

Outstanding loans reduce the amount available for new loans. Policy loans will
be processed as of the date your written request is received and approved. Loan
proceeds generally will be sent to you within seven calendar days. See "When
Proceeds Are Paid."

Interest. AUL will charge interest on any outstanding loan at an annual
rate of 6.0%. Interest is due and payable on each Policy Anniversary while a
loan is outstanding. If interest is not paid when due, the amount of the
interest is added to the loan and becomes part of the loan.

Loan Collateral. When a Policy loan is made, an amount sufficient to
secure the loan is transferred out of the Investment Accounts and the Fixed
Account and into the Policy's Loan Account. Thus, a loan will have no immediate
effect on the Account Value, but the Net Cash Value will be reduced immediately
by the amount transferred to the Loan Account. The Owner can specify the
Investment Accounts from which collateral will be transferred. If no allocation
is specified, collateral will be transferred from each Investment Account and
from the Fixed Account in the same proportion that the Account Value in each
Investment Account and the Fixed Account bears to the total Account Value in
those accounts on the date that the loan is made. Due and unpaid interest will
be transferred each Policy Anniversary from each Investment Account and the
Fixed Account to the Loan Account in the same proportion that each Investment
Account value and the Fixed Account bears to the total unloaned Account Value.
The amount we transfer will be the amount by which the interest due exceeds the
interest which has been credited on the Loan Account.

The Loan Account will be credited with interest daily at an effective annual
rate of not less than 4.0%. Thus, the maximum net cost of a loan is 2.0% per
year (the net cost of a loan is the difference between the rate of interest
charged on indebtedness and the amount credited to the Loan Account). Beginning
in the eleventh Policy Year, the amount in the Loan Account securing the loan
will be credited with interest at an effective annual rate in excess of the
minimum guaranteed rate (currently, 5.0%). Thus, the current net cost of the
loan is 1.0% per year. Any interest credited in excess of the minimum guaranteed
rate is not guaranteed.

Loan Repayment; Effect if Not Repaid. You may repay all or part of your
loan at any time while the Insured is living and the Policy is in force. Loan
repayments must be sent to the Home Office and will be credited as of the date
received. A loan repayment must be clearly marked as "loan repayment" or it will
be credited as a premium, unless the premium would cause the Policy to fail to
meet the federal tax definition of a life insurance contract in accordance with
the Internal Revenue Code. Loan repayments, unlike premium payments, are not
subject to premium expense charges. When a loan repayment is made, Account Value
in the Loan Account in an amount equivalent to the repayment is transferred from
the Loan Account to the Investment Accounts and the Fixed Account. Thus, a loan
repayment will have no immediate effect on the Account Value, but the Net Cash
Value will be increased immediately by the amount of the loan repayment. Loan
repayment amounts will be transferred to the Investment Accounts and the Fixed
Account according to the premium allocation instructions in effect at that time.

If the Death Benefit becomes payable while a loan is outstanding, any
outstanding loan and loan interest will be deducted in calculating the Death
Benefit Proceeds. See "Amount of Death Benefit Proceeds."

If the Monthly Deduction exceeds the Net Cash Value on any Monthiversary when
the Guarantee Period is not in force, the Policy will be in default. You will be
sent notice of the default. You will have a grace period within which you may
submit a sufficient payment to avoid termination of coverage under the Policy.
The notice will specify the amount that must be repaid to prevent termination.
See "Premium Payments to Prevent Lapse."

Effect of Policy Loan. A loan, whether or not repaid, will have a
permanent effect on the Death Benefit and Policy values because the investment
results of the Investment Accounts of the Separate Account and current interest
rates credited on Account Value in the Fixed Account will apply only to the
non-loaned portion of the Account Value. The longer the loan is outstanding, the
greater the effect is likely to be. Depending on the investment results of the
Investment Accounts while the loan is outstanding, the effect could be favorable
or unfavorable. Policy loans may increase the potential for lapse if investment
results of the Investment Accounts are less than anticipated. Also, loans could,
particularly if not repaid, make it more likely than otherwise for a Policy to
terminate. See "Tax Considerations" for a discussion of the tax treatment of
Policy loans, and the adverse tax consequences if a Policy lapses with loans
outstanding. In particular, if your Policy is a Modified Endowment, loans may be
currently taxable and subject to a 10% penalty tax.

Surrendering the Policy for Net Cash Value

You may surrender your Policy at any time for its Net Cash Value by submitting
Proper Notice to us. AUL may require return of the Policy. A surrender charge
may apply. See "Surrender Charge." A surrender request will be processed as of
the date your written request and all required documents are received. Payment
will generally be made within seven calendar days. See "When Proceeds are Paid."
The Net Cash Value may be taken in one lump sum or it may be applied to a
settlement option. See "Settlement Options." The Policy will terminate and cease
to be in force if it is surrendered for one lump sum or applied to a settlement
option. It cannot later be reinstated. Surrenders may have adverse tax
consequences. See "Tax Considerations."

Partial Surrenders

You may make Partial Surrenders under your Policy of at least $500 at any time
after the end of the "right to examine" period by submitting Proper Notice to
us. As of the date AUL receives Proper Notice for a Partial Surrender, the
Account Value and, therefore, the Cash Value will be reduced by the Partial
Surrender.

When you request a Partial Surrender, you can direct how the Partial Surrender
will be deducted from the Investment Accounts. If you provide no directions, the
Partial Surrender will be deducted from your Account Value in the Investment
Accounts and Fixed Account on a prorata basis. Partial Surrenders may have
adverse tax consequences. See "Tax Considerations."

If Death Benefit Option 1 is in effect, AUL will reduce the Face Amount by an
amount equal to the Partial Surrender. AUL will reject a Partial Surrender
request if the Partial Surrender would reduce the Face Amount below $50,000, or
if the Partial Surrender would cause the Policy to fail to qualify as a life
insurance contract under applicable tax laws, as interpreted by AUL.

Partial Surrender requests will be processed as of the date your written request
is received, and generally will be paid within seven calendar days. See "When
Proceeds Are Paid."

Settlement Options

At the time of surrender or death, the Policy offers various options of
receiving proceeds payable under the Policy. These settlement options are
summarized below. All of these options are forms of fixed-benefit annuities
which do not vary with the investment performance of a separate account. Any
representative authorized to sell this Policy can further explain these options
upon request.

You may apply proceeds of $2,000 or more which are payable under this Policy to
any of the following options:

Option 1 - Income for a Fixed Period. Proceeds are payable in equal
monthly installments for a specified number of years, not to exceed 20.

Option 2 - Life Annuity. Proceeds are paid in equal monthly
installments for as long as the payee lives. A number of payments can be
guaranteed, such as 120, or the number of payments required to refund the
proceeds applied.

Option 3 - Survivorship Annuity. Proceeds are paid in monthly
installments for as long as either the first payee or surviving payee lives. A
number of payments equal to the initial payment can be guaranteed, such as 120.
A different monthly installment payable to the surviving payee can be specified.
Any other method or frequency of payment we agree to may be used to pay the
proceeds of this Policy.

Policy proceeds payable in one sum will accumulate at interest from the date of
death or surrender to the payment date at the rate of interest then paid by us
or at the rate specified by statute, whichever is greater. Based on the
settlement option selected, we will determine the amount payable. The minimum
interest rate used in computing payments under all options will be 3% per year.

You may select or change an option by giving Proper Notice prior to the
settlement date. If no option is in effect on the settlement date, the payee may
select an option. If this Policy is assigned or if the payee is a corporation,
association, partnership, trustee or estate, a settlement option will be
available only with our consent.

If a payee dies while a settlement option is in effect, and there is no
surviving payee, we will pay a single sum to such payee's estate. The final
payment will be the commuted value of any remaining guaranteed payments.

Settlement option payments will be exempt from the claims of creditors to the
maximum extent permitted by law.

Minimum Amounts. AUL reserves the right to pay the total amount of the
Policy in one lump sum, if less than $2,000. If monthly payments are less than
$100, payments may be made less frequently at AUL's option.

The proceeds of this Policy may be paid in any other method or frequency of
payment acceptable to us.

Specialized Uses of the Policy

Because the Policy provides for an accumulation of Cash Value as well as a Death
Benefit, the Policy can be used for various individual and business financial
planning purposes. Purchasing the Policy in part for such purposes entails
certain risks. For example, if the investment performance of Investment Accounts
to which Variable Account value is allocated is poorer than expected or if
sufficient premiums are not paid, the Policy may lapse or may not accumulate
sufficient Variable Account value to fund the purpose for which the Policy was
purchased. Partial Surrenders and Policy loans may significantly affect current
and future Account Value, Net Cash Value, or Death Benefit Proceeds. Depending
upon Investment Account investment performance and the amount of a Policy loan,
the loan may cause a Policy to lapse. Because the Policy is designed to provide
benefits on a long-term basis, before purchasing a Policy for a specialized
purpose a purchaser should consider whether the long-term nature of the Policy
is consistent with the purpose for which it is being considered. Using a Policy
for a specialized purpose may have tax consequences. See "Tax Considerations."

Life Insurance Retirement Plans

Any Owners or applicants who wish to consider using the Policy as a funding
vehicle for (non-qualified) retirement purposes may obtain additional
information from us. An Owner could pay premiums under a Policy for a number of
years, and upon retirement, could utilize a Policy's loan and partial withdrawal
features to access Account Value as a source of retirement income for a period
of time. This use of a Policy does not alter an Owner's rights or our
obligations under a Policy; the Policy would remain a life insurance contract
that, so long as it remains in force, provides for a Death Benefit payable when
the Insured dies.

Illustrations are available upon request that portray how the Policy can be used
as a funding mechanism for (non-qualified) retirement plans, referred to herein
as "life insurance retirement plans," for individuals. Illustrations provided
upon request show the effect on Account Value, Cash Value, and the net Death
Benefit of premiums paid under a Policy and partial withdrawals and loans taken
for retirement income; or reflecting allocation of premiums to specified
Investment Accounts. This information will be portrayed at hypothetical rates of
return that are requested. Charts and graphs presenting the results of the
illustrations or a comparison of retirement strategies will also be furnished
upon request. Any graphic presentations and retirement strategy charts must be
accompanied by a corresponding illustration; illustrations must always include
or be accompanied by comparable information that is based on guaranteed cost of
insurance rates and that presents a hypothetical gross rate of return of 0%.
Retirement illustrations will not be furnished with a hypothetical gross rate of
return in excess of 12%.

The hypothetical rates of return in illustrations are illustrative only and
should not be interpreted as a representation of past or future investment
results. Policy values and benefits shown in the illustrations would be
different if the gross annual investment rates of return were different from the
hypothetical rates portrayed, if premiums were not paid when due, and whether
loan interest was paid when due. Withdrawals or loans may have an adverse effect
on Policy benefits.

Risks of Life Insurance Retirement Plans

Using your Policy as a funding vehicle for retirement income purposes presents
several risks, including the risk that if your Policy is insufficiently funded
in relation to the income stream expected from your Policy, your Policy can
lapse prematurely and result in significant income tax liability to you in the
year in which the lapse occurs. Other risks associated with borrowing from your
Policy also apply. Loans will be automatically repaid from the gross Death
Benefit at the death of the Insured, resulting in the estimated payment to the
beneficiary of the net Death Benefit, which will be less than the gross Death
Benefit and may be less than the Face Amount. Upon surrender, the loan will be
automatically repaid, resulting in the payment to you of the Net Cash Value.
Similarly, upon lapse, the loan will be automatically repaid, and the Policy
will terminate without value. Upon surrender, the loan will be automatically
repaid. The automatic repayment of the loan upon lapse or surrender will cause
the recognition of taxable income to the extent that Net Cash Value plus the
amount of the repaid loan exceeds your basis in the Policy. Thus, under certain
circumstances, surrender or lapse of your Policy could result in tax liability
to you. In addition, to reinstate a lapsed Policy, you would be required to make
certain payments. Thus, you should be careful to fashion a life insurance
retirement plan so that your Policy will not lapse prematurely under various
market scenarios as a result of withdrawals and loans taken from your Policy.

To avoid lapse of your Policy, it is important to fashion a payment stream that
does not leave your Policy with insufficient Net Cash Value. Determinations as
to the amount to withdraw or borrow each year warrant careful consideration.
Careful consideration should also be given to any assumptions respecting the
hypothetical rate of return, to the duration of withdrawals and loans, and to
the amount of Account Value that should remain in your Policy upon its maturity.
Poor investment performance can contribute to the risk that your Policy may
lapse. In addition, the cost of insurance generally increases with the age of
the Insured, which can further erode existing Net Cash Value and contribute to
the risk of lapse.

Further, interest on a Policy loan is due to us for any Policy Year on the
Policy Anniversary. If this interest is not paid when due, it is added to the
amount of the outstanding loans and loan interest, and interest will begin
accruing thereon from that date. This can have a compounding effect, and to the
extent that the outstanding loan balance exceeds your basis in the Policy, the
amounts attributable to interest due on the loans can add to your federal (and
possibly state) income tax liability.

You should consult with your financial and tax advisers in designing a life
insurance retirement plan that is suitable. Further, you should continue to
monitor the Net Cash Value remaining in a Policy to assure that the Policy is
sufficiently funded to continue to support the desired income stream and so that
it will not lapse. In this regard, you should consult your periodic statements
to determine the amount of the remaining Net Cash Value. Illustrations showing
the effect of charges under the Policy upon existing Account Value or the effect
of future withdrawals or loans upon the Policy's Account Value and Death Benefit
are available from your representative. Consideration should be given
periodically to whether the Policy is sufficiently funded so that it will not
lapse prematurely.

Because of the potential risks associated with borrowing from a Policy, use of
the Policy in connection with a life insurance retirement plan may not be
suitable for all Owners. These risks should be carefully considered before
borrowing from the Policy to provide an income stream.

ILLUSTRATIONS OF ACCOUNT VALUES, CASH VALUES, DEATH BENEFITS
AND ACCUMULATED PREMIUM PAYMENTS

The following tables have been prepared to illustrate hypothetically how certain
values under a Policy change with investment performance over an extended period
of time. The tables illustrate how Account Values, Cash Values and Death
Benefits under a Policy covering an Insured of a given age on the Policy Date
would vary over time if planned premium payments were paid annually and the
return on the assets in each of the Funds were an assumed uniform gross annual
rate of 0%, 6% and 12%. The values would be different from those shown if the
returns averaged 0%, 6% or 12% but fluctuated over and under those averages
throughout the years shown. The tables also show planned premiums accumulated at
5% interest compounded annually. The hypothetical investment rates of return are
illustrative only and should not be deemed a representation of past or future
investment rates of return. The tables may be deemed to be "forward looking
statements," and are based on certain assumptions. Actual performance under the
Policy may differ materially from performance described in the tables. Actual
rates of return for a particular Policy may be more or less than the
hypothetical investment rates of return and will depend on a number of factors,
including the investment allocations made by an Owner. These illustrations
assume that Net Premiums are allocated equally among the 16 Investment Accounts
available under the Policy, and that no amounts are allocated to the Fixed
Account. These illustrations also assume that no Policy loans have been made and
that the premium is paid at the beginning of each Policy Year. Values would be
different if the premiums are paid with a different frequency or in different
amounts.

The illustrations reflect the fact that the net investment return on the assets
held in the Investment Accounts is lower than the gross return of the selected
Portfolios. The tables assume an average annual expense ratio of approximately
0.76% of the average daily net assets of the Portfolios available under the
Policies. This average annual expense ratio is based on the expense ratios of
each of the Portfolios for the last fiscal year, adjusted, as appropriate, for
any material changes in expenses effective for the current fiscal year of a
Portfolio. For information on the Portfolios' expenses, see the prospectuses for
the Funds and Portfolios.

The illustrations also reflect the deduction of the premium expense charge, the
Monthly Deduction and the mortality and expense risk charge. AUL has the
contractual right to charge the guaranteed maximum charges. The current charges
and, alternatively, the guaranteed charges are reflected in separate
illustrations on each of the following pages. All the illustrations reflect the
fact that no tax charges other than the premium tax charge are currently made
against the Separate Account and assume no indebtedness or charges for rider
benefits.

The illustrations are based on AUL's sex distinct rates. Upon request, an Owner
will be furnished with a comparable illustration based upon the proposed
Insured's individual circumstances. Such illustrations may assume different
hypothetical rates of return than those illustrated in the following tables, and
also may reflect allocation of premiums to specified Investment Accounts. Such
illustrations will reflect the expenses of the Portfolios in which such
Investment Accounts invest. We may make a reasonable charge to provide such
illustrations.

AMERICAN UNITED LIFE INSURANCE COMPANY

FLEXIBLE PREMIUM ADJUSTABLE

VARIABLE LIFE INSURANCE

MALE ISSUE AGE: 40 $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER DEATH BENEFIT OPTION 1

VARIABLE INVESTMENT $6,000 ANNUAL PREMIUM USING CURRENT CHARGES

DEATH BENEFIT ACCOUNT VALUE CASH VALUE

1 6,300 500,000 500,000 500,000 4,259 4,553 4,848 0 0 0
2 12,915 500,000 500,000 500,000 8,701 9,565 10,467 3,536 4,400 5,302
3 19,861 500,000 500,000 500,000 13,025 14,749 16,619 7,860 9,584 11,454
4 27,154 500,000 500,000 500,000 17,227 20,108 23,356 12,062 14,943 18,191
5 34,811 500,000 500,000 500,000 21,304 25,646 30,739 16,139 20,481 25,574
6 42,852 500,000 500,000 500,000 25,250 31,363 38,828 20,602 26,715 34,179
7 51,295 500,000 500,000 500,000 29,063 37,266 47,696 24,931 33,134 43,564
8 60,159 500,000 500,000 500,000 32,741 43,359 57,425 29,126 39,744 53,810
9 69,467 500,000 500,000 500,000 36,279 49,647 68,105 33,180 46,548 65,006
10 79,241 500,000 500,000 500,000 39,672 56,133 79,833 37,089 53,550 77,251
11 89,503 500,000 500,000 500,000 43,248 63,260 93,315 41,182 61,194 91,249
12 100,278 500,000 500,000 500,000 46,668 70,640 108,207 45,119 69,091 106,657
13 111,592 500,000 500,000 500,000 49,917 78,273 124,661 48,884 77,240 123,628
14 123,471 500,000 500,000 500,000 52,977 86,155 142,851 52,460 85,638 142,334
15 135,945 500,000 500,000 500,000 55,832 94,290 162,974 55,832 94,290 162,974
16 149,042 500,000 500,000 500,000 58,466 102,682 185,256 58,466 102,682 185,256
17 162,794 500,000 500,000 500,000 60,867 111,336 209,959 60,867 111,336 209,959
18 177,234 500,000 500,000 500,000 63,026 120,267 237,383 63,026 120,267 237,383
19 192,396 500,000 500,000 500,000 64,924 129,480 267,864 64,924 129,480 267,864
20 208,316 500,000 500,000 500,000 66,534 138,976 301,784 66,534 138,976 301,784
21 225,031 500,000 500,000 500,000 67,828 148,759 339,584 67,828 148,759 339,584
22 242,583 500,000 500,000 500,000 68,775 158,833 381,774 68,775 158,833 381,774
23 261,012 500,000 500,000 540,271 69,327 169,191 428,786 69,327 169,191 428,786
24 280,363 500,000 500,000 596,205 69,432 179,831 480,811 69,432 179,831 480,811
25 300,681 500,000 500,000 656,808 69,047 190,758 538,368 69,047 190,758 538,368
26 322,015 500,000 500,000 722,471 68,125 201,986 602,059 68,125 201,986 602,059
27 344,415 500,000 500,000 800,228 66,622 213,536 672,461 66,622 213,536 672,461
28 367,936 500,000 500,000 885,327 64,497 225,437 750,277 64,497 225,437 750,277
29 392,633 500,000 500,000 978,457 61,689 237,717 836,288 61,689 237,717 836,288
30 418,565 500,000 500,000 1,080,367 58,115 250,400 931,351 58,115 250,400 931,351

(1) Assumes that no Policy loans have been made.

(2) Values reflect applicable premium expenses charges, current cost of
insurance rates, a monthly administrative charge of $30.00 per month in
year 1 and $5.00 per month thereafter, and a mortality and expense risk
charge of 0.75% of assets during the first ten Policy Years , and 0.25%
thereafter.

(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the Prospectus.

(4) Assumes that the planned periodic premium is paid at the beginning of each
Policy Year. Values would be different if the premiums are paid with a
different frequency or in different amounts.

(5) The illustrated gross annual investment rates of return of 0%, 6%, and 12%
would correspond to approximate net annual rate of -1.50%, 4.46%, and
10.42% respectively, during the first ten Policy Years, and -1.01%, 4.98%,
and 10.96% respectively thereafter.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAT THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND PREVAILING RATES. THE DEATH BENEFIT
AND ACCOUNT VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
RATES OF RETURN AVERAGED 0%, 6%, OR 12% OVER A PERIOD OF YEARS BUT ALSO
FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE PORTFOLIOS THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

AMERICAN UNITED LIFE INSURANCE COMPANY

VARIABLE UNIVERSAL LIFE INSURANCE

MALE ISSUE AGE: 40 $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER DEATH BENEFIT OPTION 1

VARIABLE INVESTMENT $6,000 ANNUAL PREMIUM USING GUARANTEED CHARGES

DEATH BENEFIT ACCOUNT VALUE CASH VALUE

1 6,300 500,000 500,000 500,000 4,032 4,319 4,607 0 0 0
2 12,915 500,000 500,000 500,000 8,164 8,998 9,867 2,999 3,833 4,702
3 19,861 500,000 500,000 500,000 12,153 13,803 15,593 6,988 8,638 10,428
4 27,154 500,000 500,000 500,000 15,992 18,733 21,827 10,827 13,568 16,662
5 34,811 500,000 500,000 500,000 19,676 23,786 28,616 14,511 18,621 23,451
6 42,852 500,000 500,000 500,000 23,193 28,955 36,009 18,544 24,307 31,360
7 51,295 500,000 500,000 500,000 26,538 34,241 44,064 22,406 30,109 39,932
8 60,159 500,000 500,000 500,000 29,706 39,641 52,850 26,091 36,026 49,235
9 69,467 500,000 500,000 500,000 32,687 45,151 62,438 29,588 42,052 59,339
10 79,241 500,000 500,000 500,000 35,470 50,767 72,907 32,888 48,184 70,324
11 89,503 500,000 500,000 500,000 38,354 56,889 84,899 36,288 54,823 82,833
12 100,278 500,000 500,000 500,000 41,010 63,138 98,073 39,461 61,589 96,523
13 111,592 500,000 500,000 500,000 43,410 69,497 112,549 42,377 68,464 111,516
14 123,471 500,000 500,000 500,000 45,521 75,942 128,464 45,004 75,426 127,947
15 135,945 500,000 500,000 500,000 47,315 82,459 145,980 47,315 82,459 145,980
16 149,042 500,000 500,000 500,000 48,761 89,025 165,283 48,761 89,025 165,283
17 162,794 500,000 500,000 500,000 49,830 95,626 186,593 49,830 95,626 186,593
18 177,234 500,000 500,000 500,000 50,501 102,254 210,173 50,501 102,254 210,173
19 192,396 500,000 500,000 500,000 50,733 108,883 236,311 50,733 108,883 236,311
20 208,316 500,000 500,000 500,000 50,470 115,480 265,342 50,470 115,480 265,342
21 225,031 500,000 500,000 500,000 49,655 122,005 297,663 49,655 122,005 297,663
22 242,583 500,000 500,000 500,000 48,220 128,418 333,739 48,220 128,418 333,739
23 261,012 500,000 500,000 500,000 46,065 134,651 374,117 46,065 134,651 374,117
24 280,363 500,000 500,000 520,052 43,084 140,635 419,397 43,084 140,635 419,397
25 300,681 500,000 500,000 572,875 39,167 146,300 469,569 39,167 146,300 469,569
26 322,015 500,000 500,000 629,974 34,203 151,581 524,978 34,203 151,581 524,978
27 344,415 500,000 500,000 697,407 28,073 156,409 586,057 28,073 156,409 586,057
28 367,936 500,000 500,000 770,985 20,651 160,714 653,377 20,651 160,714 653,377
29 392,633 500,000 500,000 851,258 11,770 164,401 727,571 11,770 164,401 727,571
30 418,565 500,000 500,000 938,821 1,205 167,339 809,328 1,205 167,339 809,328

(1) Assumes that no Policy loans have been made.

(2) Values reflect applicable premium expenses charges, guaranteed cost of
insurance rates, a monthly administrative charge of $30.00 per month in
year 1 and $10.00 per month thereafter, and a mortality and expense risk
charge of 0.75% of assets during the first ten Policy Years , and 0.25%
thereafter.

(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the Prospectus.

(4) Assumes that the planned periodic premium is paid at the beginning of each
Policy Year. Values would be different if the premiums are paid with a
different frequency or in different amounts.

AMERICAN UNITED LIFE INSURANCE COMPANY

VARIABLE UNIVERSAL LIFE INSURANCE

MALE ISSUE AGE: 40 $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER DEATH BENEFIT OPTION 2

VARIABLE INVESTMENT $6,000 ANNUAL PREMIUM USING CURRENT CHARGES

DEATH BENEFIT ACCOUNT VALUE CASH VALUE

1 6,300 504,249 504,543 504,838 4,249 4,543 4,838 0 0 0
2 12,915 508,673 509,534 510,432 8,673 9,534 10,432 3,508 4,369 5,267
3 19,861 512,967 514,684 516,543 12,967 14,684 16,543 7,802 9,519 11,378
4 27,154 517,129 519,992 523,218 17,129 19,992 23,218 11,964 14,827 18,053
5 34,811 521,154 525,460 530,509 21,154 25,460 30,509 15,989 20,295 25,344
6 42,852 525,034 531,085 538,470 25,034 31,085 38,470 20,386 26,436 33,822
7 51,295 528,767 536,868 547,165 28,767 36,868 47,165 24,635 32,736 43,033
8 60,159 532,349 542,812 556,665 32,349 42,812 56,665 28,734 39,196 53,050
9 69,467 535,774 548,913 567,045 35,774 48,913 67,045 32,675 45,814 63,946
10 79,241 539,035 555,171 578,386 39,035 55,171 78,386 36,453 52,588 75,803
11 89,503 542,455 562,014 591,362 42,455 62,014 91,362 40,389 59,948 89,296
12 100,278 545,693 569,047 605,605 45,693 69,047 105,605 44,144 67,497 104,055
13 111,592 548,732 576,257 621,232 48,732 76,257 121,232 47,699 75,224 120,199
14 123,471 551,549 583,628 638,368 51,549 83,628 138,368 51,032 83,112 137,851
15 135,945 554,125 591,148 657,158 54,125 91,148 157,158 54,125 91,148 157,158
16 149,042 556,441 598,800 677,758 56,441 98,800 177,758 56,441 98,800 177,758
17 162,794 558,481 606,572 700,348 58,481 106,572 200,348 58,481 106,572 200,348
18 177,234 560,235 614,457 725,133 60,235 114,457 225,133 60,235 114,457 225,133
19 192,396 561,679 622,432 752,324 61,679 122,432 252,324 61,679 122,432 252,324
20 208,316 562,781 630,467 782,148 62,781 130,467 282,148 62,781 130,467 282,148
21 225,031 563,510 638,528 814,858 63,510 138,528 314,858 63,510 138,528 314,858
22 242,583 563,831 646,577 850,727 63,831 146,577 350,727 63,831 146,577 350,727
23 261,012 563,688 654,550 890,039 63,688 154,550 390,039 63,688 154,550 390,039
24 280,363 563,028 662,386 933,109 63,028 162,386 433,109 63,028 162,386 433,109
25 300,681 561,803 670,021 980,293 61,803 170,021 480,293 61,803 170,021 480,293
26 322,015 559,968 677,394 1,031,989 59,968 177,394 531,989 59,968 177,394 531,989
27 344,415 557,484 684,445 1,088,643 57,484 184,445 588,643 57,484 184,445 588,643
28 367,936 554,316 691,114 1,150,754 54,316 191,114 650,754 54,316 191,114 650,754
29 392,633 550,415 697,326 1,218,861 50,415 197,326 718,861 50,415 197,326 718,861
30 418,565 545,708 702,975 1,293,536 45,708 202,975 793,536 45,708 202,975 793,536

(1) Assumes that no Policy loans have been made.

(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the Prospectus.

(4) Assumes that the planned periodic premium is paid at the beginning of each
Policy Year. Values would be different if the premiums are paid with a
different frequency or in different amounts.

AMERICAN UNITED LIFE INSURANCE COMPANY

VARIABLE UNIVERSAL LIFE INSURANCE

MALE ISSUE AGE: 40 $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER DEATH BENEFIT OPTION 2

VARIABLE INVESTMENT $6,000 ANNUAL PREMIUM USING GUARANTEED CHARGES

DEATH BENEFIT ACCOUNT VALUE CASH VALUE

1 6,300 504,021 504,307 504,594 4,021 4,307 4,594 0 0 0
2 12,915 508,130 508,960 509,826 8,130 8,960 9,826 2,965 3,795 4,661
3 19,861 512,084 513,723 515,502 12,084 13,723 15,502 6,919 8,558 10,337
4 27,154 515,874 518,592 521,659 15,874 18,592 21,659 10,709 13,427 16,494
5 34,811 519,494 523,560 528,337 19,494 23,560 28,337 14,329 18,395 23,172
6 42,852 522,931 528,616 535,573 22,931 28,616 35,573 18,282 23,968 30,924
7 51,295 526,177 533,755 543,415 26,177 33,755 43,415 22,045 29,623 39,283
8 60,159 529,227 538,970 551,916 29,227 38,970 51,916 25,611 35,354 48,301
9 69,467 532,067 544,248 561,129 32,067 44,248 61,129 28,968 41,149 58,030
10 79,241 534,686 549,578 571,112 34,686 49,578 71,112 32,104 46,995 68,529
11 89,503 537,375 555,342 582,465 37,375 55,342 82,465 35,309 53,276 80,399
12 100,278 539,803 561,153 594,816 39,803 61,153 94,816 38,253 59,604 93,266
13 111,592 541,938 566,977 608,235 41,938 66,977 108,235 40,905 65,944 107,202
14 123,471 543,745 572,773 622,798 43,745 72,773 122,798 43,229 72,256 122,282
15 135,945 545,191 578,504 638,594 45,191 78,504 138,594 45,191 78,504 138,594
16 149,042 546,241 584,126 655,716 46,241 84,126 155,716 46,241 84,126 155,716
17 162,794 546,863 589,597 674,271 46,863 89,597 174,271 46,863 89,597 174,271
18 177,234 547,038 594,886 694,391 47,038 94,886 194,391 47,038 94,886 194,391
19 192,396 546,720 599,931 716,194 46,720 99,931 216,194 46,720 99,931 216,194
20 208,316 545,854 604,658 739,802 45,854 104,658 239,802 45,854 104,658 239,802
21 225,031 544,382 608,986 765,344 44,382 108,986 265,344 44,382 108,986 265,344
22 242,583 542,240 612,822 792,958 42,240 112,822 292,958 42,240 112,822 292,958
23 261,012 539,331 616,035 822,761 39,331 116,035 322,761 39,331 116,035 322,761
24 280,363 535,559 618,486 854,881 35,559 118,486 354,881 35,559 118,486 354,881
25 300,681 530,833 620,035 889,467 30,833 120,035 389,467 30,833 120,035 389,467
26 322,015 525,067 620,540 926,689 25,067 120,540 426,689 25,067 120,540 426,689
27 344,415 518,185 619,856 966,741 18,185 119,856 466,741 18,185 119,856 466,741
28 367,936 510,112 617,837 1,009,844 10,112 117,837 509,844 10,112 117,837 509,844
29 392,633 500,751 614,304 1,056,216 751 114,304 556,216 751 114,304 556,216
30 418,565 0 609,029 1,106,057 0 109,029 606,057 0 109,029 606,057

(1) Assumes that no Policy loans have been made.

(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the Prospectus.

(4) Assumes that the planned periodic premium is paid at the beginning of each
Policy Year. Values would be different if the premiums are paid with a
different frequency or in different amounts.

AMERICAN UNITED LIFE INSURANCE COMPANY

VARIABLE UNIVERSAL LIFE INSURANCE

MALE ISSUE AGE: 55 $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER DEATH BENEFIT OPTION 1

VARIABLE INVESTMENT $13,000 ANNUAL PREMIUM USING CURRENT CHARGES

DEATH BENEFIT ACCOUNT VALUE CASH VALUE

Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
PREMIUMS Gross Annual Gross Annual Gross Annual
ACCUM. Investment Return of Investment Return of Investment Return of
END AT 5% ________________________________ ________________________________ ________________________________
OF INTEREST
YEAR PER YEAR 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------
1 13,650 500,000 500,000 500,000 8,824 9,450 10,078 0 0 0
2 27,982 500,000 500,000 500,000 17,608 19,422 21,316 6,218 8,032 9,926
3 43,032 500,000 500,000 500,000 26,050 29,634 33,526 14,660 18,244 22,136
4 58,833 500,000 500,000 500,000 34,137 40,082 46,803 22,747 28,692 35,413
5 75,425 500,000 500,000 500,000 41,847 50,759 61,251 30,457 39,369 49,861
6 92,846 500,000 500,000 500,000 49,161 61,657 76,989 38,910 51,406 66,738
7 111,138 500,000 500,000 500,000 56,054 72,771 94,155 46,942 63,659 85,043
8 130,345 500,000 500,000 500,000 62,488 84,076 112,892 54,515 76,103 104,919
9 150,513 500,000 500,000 500,000 68,422 95,554 133,373 61,588 88,720 126,539
10 171,688 500,000 500,000 500,000 73,823 107,197 155,808 68,128 101,502 150,113
11 193,923 500,000 500,000 500,000 79,334 119,888 181,657 74,778 115,332 177,101
12 217,269 500,000 500,000 500,000 84,283 132,866 210,309 80,866 129,449 206,892
13 241,782 500,000 500,000 500,000 88,643 146,155 242,183 86,365 143,877 239,905
14 267,521 500,000 500,000 500,000 92,374 159,775 277,768 91,235 158,636 276,629
15 294,547 500,000 500,000 500,000 95,416 173,739 317,640 95,416 173,739 317,640
16 322,925 500,000 500,000 500,000 97,679 188,049 362,484 97,679 188,049 362,484
17 352,721 500,000 500,000 500,000 99,051 202,703 413,138 99,051 202,703 413,138
18 384,007 500,000 500,000 522,267 99,385 217,695 470,510 99,385 217,695 470,510
19 416,857 500,000 500,000 582,483 98,526 233,040 534,388 98,526 233,040 534,388
20 451,350 500,000 500,000 647,679 96,333 248,789 605,307 96,333 248,789 605,307
21 487,568 500,000 500,000 718,372 92,675 265,034 684,164 92,675 265,034 684,164
22 525,596 500,000 500,000 809,926 87,414 281,899 771,358 87,414 281,899 771,358
23 565,526 500,000 500,000 911,133 80,398 299,544 867,746 80,398 299,544 867,746
24 607,452 500,000 500,000 1,022,977 71,439 318,152 974,264 71,439 318,152 974,264
25 651,475 500,000 500,000 1,146,531 60,256 337,929 1,091,934 60,256 337,929 1,091,934
26 697,699 500,000 500,000 1,282,945 46,359 359,078 1,221,853 46,359 359,078 1,221,853
27 746,234 500,000 500,000 1,433,470 29,167 381,892 1,365,209 29,167 381,892 1,365,209
28 797,195 500,000 500,000 1,599,455 7,953 406,766 1,523,290 7,953 406,766 1,523,290
29 850,705 0 500,000 1,782,362 0 434,240 1,697,488 0 434,240 1,697,488
30 906,890 0 500,000 1,983,785 0 465,049 1,889,320 0 465,049 1,889,320

(1) Assumes that no Policy loans have been made.

(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the Prospectus.

(4) Assumes that the planned periodic premium is paid at the beginning of each
Policy Year. Values would be different if the premiums are paid with a
different frequency or in different amounts.

AMERICAN UNITED LIFE INSURANCE COMPANY

VARIABLE UNIVERSAL LIFE INSURANCE

MALE ISSUE AGE: 55 $500,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER DEATH BENEFIT OPTION 1

VARIABLE INVESTMENT $13,000 ANNUAL PREMIUM USING GUARANTEED CHARGES

DEATH BENEFIT ACCOUNT VALUE CASH VALUE

Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
PREMIUMS Gross Annual Gross Annual Gross Annual
ACCUM. Investment Return of Investment Return of Investment Return of
END AT 5% ________________________________ ________________________________ ________________________________
OF INTEREST
YEAR PER YEAR 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------
1 13,650 500,000 500,000 500,000 7,695 8,285 8,878 0 0 0
2 27,982 500,000 500,000 500,000 15,174 16,844 18,590 3,784 5,454 7,200
3 43,032 500,000 500,000 500,000 22,188 25,434 28,969 10,798 14,044 17,579
4 58,833 500,000 500,000 500,000 28,705 34,025 40,063 17,315 22,635 28,673
5 75,425 500,000 500,000 500,000 34,685 42,579 51,920 23,295 31,189 40,530
6 92,846 500,000 500,000 500,000 40,083 51,054 64,600 29,832 40,803 54,349
7 111,138 500,000 500,000 500,000 44,852 59,403 78,170 35,740 50,291 69,058
8 130,345 500,000 500,000 500,000 48,912 67,549 92,686 40,939 59,576 84,713
9 150,513 500,000 500,000 500,000 52,182 75,416 108,226 45,348 68,582 101,392
10 171,688 500,000 500,000 500,000 54,583 82,931 124,895 48,888 77,236 119,200
11 193,923 500,000 500,000 500,000 56,608 90,774 143,866 52,052 86,218 139,310
12 217,269 500,000 500,000 500,000 57,623 98,216 164,532 54,206 94,799 161,115
13 241,782 500,000 500,000 500,000 57,542 105,192 187,173 55,264 102,914 184,895
14 267,521 500,000 500,000 500,000 56,251 111,616 212,117 55,112 110,477 210,978
15 294,547 500,000 500,000 500,000 53,587 117,361 239,757 53,587 117,361 239,757
16 322,925 500,000 500,000 500,000 49,322 122,250 270,568 49,322 122,250 270,568
17 352,721 500,000 500,000 500,000 43,165 126,056 305,147 43,165 126,056 305,147
18 384,007 500,000 500,000 500,000 34,728 128,476 344,262 34,728 128,476 344,262
19 416,857 500,000 500,000 500,000 23,571 129,169 388,944 23,571 129,169 388,944
20 451,350 500,000 500,000 500,000 9,221 127,769 440,573 9,221 127,769 440,573
21 487,568 0 500,000 525,635 0 123,880 500,604 0 123,880 500,604
22 525,596 0 500,000 595,640 0 117,030 567,276 0 117,030 567,276
23 565,526 0 500,000 672,831 0 106,643 640,792 0 106,643 640,792
24 607,452 0 500,000 757,900 0 91,971 721,809 0 91,971 721,809
25 651,475 0 500,000 851,587 0 71,959 811,035 0 71,959 811,035
26 697,699 0 500,000 954,683 0 45,132 909,222 0 45,132 909,222
27 746,234 0 500,000 1,068,025 0 9,432 1,017,166 0 9,432 1,017,166
28 797,195 0 0 1,192,490 0 0 1,135,704 0 0 1,135,704
29 850,705 0 0 1,329,011 0 0 1,265,725 0 0 1,265,725
30 906,890 0 0 1,478,588 0 0 1,408,179 0 0 1,408,179

(1) Assumes that no Policy loans have been made.

(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the Prospectus.

(4) Assumes that the planned periodic premium is paid at the beginning of each
Policy Year. Values would be different if the premiums are paid with a
different frequency or in different amounts.

AMERICAN UNITED LIFE INSURANCE COMPANY

VARIABLE UNIVERSAL LIFE INSURANCE

MALE ISSUE AGE: 55 $250,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER DEATH BENEFIT OPTION 2

VARIABLE INVESTMENT $12,000 ANNUAL PREMIUM USING CURRENT CHARGES

DEATH BENEFIT ACCOUNT VALUE CASH VALUE

1 12,600 259,295 259,908 260,522 9,295 9,908 10,522 3,600 4,213 4,827
2 25,830 268,614 270,427 272,315 18,614 20,427 22,315 12,919 14,732 16,620
3 39,721 277,653 281,270 285,187 27,653 31,270 35,187 21,958 25,575 29,492
4 54,308 286,401 292,437 299,236 36,401 42,437 49,236 30,706 36,742 43,541
5 69,623 294,846 303,923 314,564 44,846 53,923 64,564 39,151 48,228 58,869
6 85,704 302,972 315,723 331,284 52,972 65,723 81,284 47,846 60,597 76,159
7 102,589 310,764 327,830 349,521 60,764 77,830 99,521 56,208 73,274 94,965
8 120,319 318,195 340,226 369,397 68,195 90,226 119,397 64,209 86,239 115,411
9 138,935 325,240 352,890 391,052 75,240 102,890 141,052 71,823 99,473 137,635
10 158,481 331,877 365,806 414,641 81,877 115,806 164,641 79,030 112,959 161,793
11 179,006 338,773 379,863 441,556 88,773 129,863 191,556 86,495 127,585 189,278
12 200,556 345,244 394,253 471,046 95,244 144,253 221,046 93,536 142,544 219,338
13 223,184 351,273 408,970 503,368 101,273 158,970 253,368 100,134 157,831 252,229
14 246,943 356,835 424,000 538,801 106,835 174,000 288,801 106,265 173,430 288,231
15 271,890 361,891 439,314 577,640 111,891 189,314 327,640 111,891 189,314 327,640
16 298,084 366,390 454,867 620,199 116,390 204,867 370,199 116,390 204,867 370,199
17 325,589 370,266 470,599 666,810 120,266 220,599 416,810 120,266 220,599 416,810
18 354,468 373,438 486,427 717,824 123,438 236,427 467,824 123,438 236,427 467,824
19 384,791 375,827 502,269 773,633 125,827 252,269 523,633 125,827 252,269 523,633
20 416,631 377,372 518,052 834,688 127,372 268,052 584,688 127,372 268,052 584,688
21 450,063 378,029 533,721 901,510 128,029 283,721 651,510 128,029 283,721 651,510
22 485,166 377,764 549,224 974,683 127,764 299,224 724,683 127,764 299,224 724,683
23 522,024 376,550 564,516 1,054,867 126,550 314,516 804,867 126,550 314,516 804,867
24 560,725 374,354 579,543 1,142,785 124,354 329,543 892,785 124,354 329,543 892,785
25 601,361 371,110 594,215 1,239,204 121,110 344,215 989,204 121,110 344,215 989,204
26 644,030 366,668 608,345 1,344,885 116,668 358,345 1,094,885 116,668 358,345 1,094,885
27 688,831 360,876 621,739 1,460,669 110,876 371,739 1,210,669 110,876 371,739 1,210,669
28 735,873 353,570 634,175 1,587,475 103,570 384,175 1,337,475 103,570 384,175 1,337,475
29 785,266 344,593 645,431 1,726,328 94,593 395,431 1,476,328 94,593 395,431 1,476,328
30 837,129 333,825 655,305 1,878,404 83,825 405,305 1,628,404 83,825 405,305 1,628,404

(1) Assumes that no Policy loans have been made.

(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the Prospectus.

(4) Assumes that the planned periodic premium is paid at the beginning of each
Policy Year. Values would be different if the premiums are paid with a
different frequency or in different amounts.

AMERICAN UNITED LIFE INSURANCE COMPANY

VARIABLE UNIVERSAL LIFE INSURANCE

MALE ISSUE AGE: 55 $250,000 FACE AMOUNT
PREFERRED, NON-TOBACCO USER DEATH BENEFIT OPTION 2

VARIABLE INVESTMENT $12,000 ANNUAL PREMIUM USING GUARANTEED CHARGES

DEATH BENEFIT ACCOUNT VALUE CASH VALUE

Assuming Hypothetical Assuming Hypothetical Assuming Hypothetical
PREMIUMS Gross Annual Gross Annual Gross Annual
ACCUM. Investment Return of Investment Return of Investment Return of
END AT 5% ________________________________ ________________________________ ________________________________
OF INTEREST
YEAR PER YEAR 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross
- ------------ --------------- ---------------------------------- ----------------------------------- --------------------------------
1 12,600 258,720 259,315 259,911 8,720 9,315 9,911 3,025 3,620 4,216
2 25,830 267,340 269,076 270,887 17,340 19,076 20,887 11,645 13,381 15,192
3 39,721 275,610 279,046 282,771 25,610 29,046 32,771 19,915 23,351 27,076
4 54,308 283,510 289,206 295,633 33,510 39,206 45,633 27,815 33,511 39,938
5 69,623 291,018 299,536 309,542 41,018 49,536 59,542 35,323 43,841 53,847
6 85,704 298,106 310,010 324,574 48,106 60,010 74,574 42,981 54,884 69,448
7 102,589 304,746 320,598 340,808 54,746 70,598 90,808 50,190 66,042 86,252
8 120,319 310,894 331,252 358,314 60,894 81,252 108,314 56,907 77,265 104,328
9 138,935 316,503 341,921 377,170 66,503 91,921 127,170 63,086 88,504 123,753
10 158,481 321,534 352,555 397,464 71,534 102,555 147,464 68,686 99,707 144,616
11 179,006 326,579 363,933 420,416 76,579 113,933 170,416 74,301 111,655 168,138
12 200,556 330,985 375,272 445,258 80,985 125,272 195,258 79,277 123,563 193,550
13 223,184 334,717 386,524 472,155 84,717 136,524 222,155 83,578 135,385 221,016
14 246,943 337,727 397,629 501,272 87,727 147,629 251,272 87,157 147,060 250,702
15 271,890 339,947 408,504 532,774 89,947 158,504 282,774 89,947 158,504 282,774
16 298,084 341,287 419,034 566,816 91,287 169,034 316,816 91,287 169,034 316,816
17 325,589 341,634 429,077 603,549 91,634 179,077 353,549 91,634 179,077 353,549
18 354,468 340,847 438,453 643,105 90,847 188,453 393,105 90,847 188,453 393,105
19 384,791 338,787 446,974 685,637 88,787 196,974 435,637 88,787 196,974 435,637
20 416,631 335,342 454,467 731,335 85,342 204,467 481,335 85,342 204,467 481,335
21 450,063 330,429 460,782 780,445 80,429 210,782 530,445 80,429 210,782 530,445
22 485,166 323,978 465,772 833,250 73,978 215,772 583,250 73,978 215,772 583,250
23 522,024 315,932 469,297 890,079 65,932 219,297 640,079 65,932 219,297 640,079
24 560,725 306,227 471,201 951,286 56,227 221,201 701,286 56,227 221,201 701,286
25 601,361 294,742 471,261 1,017,206 44,742 221,261 767,206 44,742 221,261 767,206
26 644,030 281,299 469,183 1,088,147 31,299 219,183 838,147 31,299 219,183 838,147
27 688,831 265,668 464,602 1,164,394 15,668 214,602 914,394 15,668 214,602 914,394
28 735,873 0 457,087 1,246,210 0 207,087 996,210 0 207,087 996,210
29 785,266 0 446,197 1,333,904 0 196,197 1,083,904 0 196,197 1,083,904
30 837,129 0 431,528 1,427,877 0 181,528 1,177,877 0 181,528 1,177,877

(1) Assumes that no Policy loans have been made.

(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the Prospectus.

(4) Assumes that the planned periodic premium is paid at the beginning of each
Policy Year. Values would be different if the premiums are paid with a
different frequency or in different amounts.

OTHER POLICY BENEFITS AND PROVISIONS

Limits on Rights to Contest the Policy

Incontestability. In the absence of fraud, after the Policy has been in
force during the Insured's lifetime for two years from the Contract Date, AUL
may not contest the Contract. Any increase in the Face Amount will not be
contested after the increase has been in force during the Insured's lifetime for
two years following the effective date of the increase. If you did not request
the Face Amount increase or if evidence of insurability was not required, we
will not contest the increase.

If a Policy lapses and it is reinstated, we can contest the reinstated Policy
during the first two years after the effective date of the reinstatement, but
only for statements made in the application for reinstatement.

Suicide Exclusion. If the Insured dies by suicide, while sane or
insane, within two years of the Contract Date or the effective date of any
reinstatement (or less if required by state law), the amount payable by AUL will
be equal to the premiums paid less any loan, loan interest, and any Partial
Surrender.

If the Insured dies by suicide, while sane or insane, within two years after the
effective date of any increase in the Face Amount (or less if required by state
law), the amount payable by AUL on such increase will be limited to the Monthly
Deduction associated with the increase.

Changes in the Policy or Benefits

Misstatement of Age or Sex. If it is determined the age or sex of the
Insured as stated in the Policy is not correct, the Death Benefit will be the
greater of: (1) the amount which would have been purchased at the Insured's
correct age and sex by the most recent cost of insurance charge assessed prior
to the date we receive proof of death; or (2) the Account Value as of the date
we receive proof of death, multiplied by the Minimum Insurance Percentage for
the correct age.

Other Changes. Upon notice, AUL may modify the Policy, but only if such
modification is necessary to: (1) make the Policy or the Separate Account comply
with any applicable law or regulation issued by a governmental agency to which
AUL is subject; (2) assure continued qualification of the Policy under the
Internal Revenue Code or other federal or state laws relating to variable life
contracts; (3) reflect a change in the operation of the Separate Account; or (4)
provide different Separate Account and/or Fixed Account accumulation options.
AUL reserves the right to modify the Policy as necessary to attempt to prevent
the Owner from being considered the owner of the assets of the Separate Account.
In the event of any such modification, AUL will issue an appropriate endorsement
to the Policy, if required. AUL will exercise these rights in accordance with
applicable law, including approval of Owners, if required.

Any change of the Policy must be approved by AUL's President, Vice President or
Secretary. No representative is authorized to change or waive any provision of
the Policy.

Change of Insured

While the Policy is in force, it may be exchanged for a new Policy on the life
of a substitute Insured. The exercise of this exchange is subject to
satisfactory evidence of insurability for the substitute Insured. The Contract
Date of the new Policy will generally be the same as the Contract Date of the
exchanged Policy. The Issue Date of the new Policy will be the date of the
exchange. The initial Cash Value of the new Policy will be the same as the Cash
Value of the exchanged Policy on the date of the exchange. Exercise of the
Change of Insured provision will result in a taxable exchange.

Exchange for Paid-Up Policy

You may exchange the Policy for a paid-up whole life policy by Proper Notice and
upon returning the Policy to the Home Office. The new policy will be for the
level face amount, not greater than the Policy's Face Amount, which can be
purchased by the Policy's Net Cash Value. The new policy will be purchased using
the continuous net single premium for the Insured's age upon the Insured's
nearest birthday at the time of the exchange. We will pay you any remaining Net
Cash Value that was not used to purchase the new policy.

At any time after this option is elected, the cash value of the new policy will
be its net single premium at the Insured's then attained age. All net single
premiums will be based on 3% interest and the guaranteed cost of insurance rates
of the Policy. No riders may be attached to the new policy.

When Proceeds Are Paid

AUL will ordinarily pay any Death Benefit Proceeds, loan proceeds, Partial
Surrender proceeds, or Full Surrender proceeds within seven calendar days after
receipt at the Home Office of all the documents required for such a payment.
Other than the Death Benefit, which is determined as of the date of death, the
amount will be determined as of the date of receipt of required documents.
However, AUL may delay making a payment or processing a transfer request if (1)
the New York Stock Exchange is closed for other than a regular holiday or
weekend, trading is restricted by the SEC, or the SEC declares that an emergency
exists as a result of which the disposal or valuation of Separate Account assets
is not reasonably practicable; or (2) the SEC by order permits postponement of
payment to protect Owners.

Dividends

You will receive any dividends declared by us as long as the Policy is in force.
Dividend payments will be applied to increase the Account Value in the
Investment Accounts and Fixed Account on a prorata basis unless you request cash
payment. We do not anticipate declaring any dividends.

Reports to Policy Owners

At least once a year, you will be sent a report at your last known address
showing, as of the end of the current report period: Account Value, Cash Value,
Death Benefit, amount of interest credited to amounts in the Fixed Account,
change in value of amounts in the Separate Account, premiums paid, loans,
Partial Surrenders, expense charges, and cost of insurance charges since the
prior report. You will also be sent an annual and a semiannual report for each
Fund or Portfolio underlying an Investment Account to which you have allocated
Account Value, including a list of the securities held in each Fund, as required
by the 1940 Act. In addition, when you pay premiums (except for premiums
deducted automatically), or if you take out a loan, transfer amounts among the
Investment Accounts and Fixed Account or take surrenders, you will receive a
written confirmation of these transactions.

Assignment

The Policy may be assigned in accordance with its terms. In order for any
assignment to be binding upon AUL, it must be in writing and filed at the Home
Office. Once AUL has received a signed copy of the assignment, the Owner's
rights and the interest of any beneficiary (or any other person) will be subject
to the assignment. If there are any irrevocable beneficiaries, you must obtain
their written consent before assigning the Policy. AUL assumes no responsibility
for the validity or sufficiency of any assignment. An assignment is subject to
any loan on the Policy.

Reinstatement

The Policy may be reinstated within five years (or such longer period if
required by state law) after lapse, subject to compliance with certain
conditions, including the payment of a necessary premium and submission of
satisfactory evidence of insurability. See your Policy for further information.

The following rider benefits are available and may be added to your Policy. If
applicable, monthly charges for these riders will be deducted from your Account
Value as part of the Monthly Deduction. All of these riders may not be available
in all states.

Waiver of Monthly Deduction Disability (WMDD)
Issue Ages: 20-55

This rider waives the Monthly Deduction during a period of total disability.
WMDD cannot be attached to Policies with Face Amounts in excess of
$3,000,000 or rated higher than Table H.

Monthly Deductions are waived for total disability following a six month
waiting period. Monthly Deductions made during this waiting period are
re-credited to the Account Value upon the actual waiver of the Monthly
Deductions. If disability occurs before age 60, Monthly Deductions are
waived as long as total disability continues. If disability occurs between
ages 60-65, Monthly Deductions are waived as long as the Insured remains
totally disabled but not beyond age 65.

Guaranteed Insurance Option (GIO)
Issue ages: 20-39 (standard risks only)

This rider allows the Face Amount of the Policy to be increased by the
option amount or less, without evidence of insurability on the Insured.
These increases may occur on regular option dates or alternate option dates.
See the rider contract for the specific dates.

Children's Benefit Rider (CBR)
Issue Ages: 14 Days - 20 Years (Children's ages)

This rider provides level term insurance on each child of the Insured. At
issue, each child must be at least 14 days old and less than 20 years of
age, and the Insured must be less than 56 years old and not have a
substandard rating greater than table F. Once CBR is in force, children born
to the Insured are covered automatically after they are 14 days old.
Children are covered under CBR until they reach age 22, when they may
purchase, without evidence of insurability, a separate policy with up to
five times the expiring face amount of the rider's coverage.

Other Insured Rider (OIR)
Issue Ages: 20-85 (Other Insured's age)

The Other Insured Rider is level term life insurance on someone other than
the Insured. The minimum issue amount is $10,000; the maximum issue amount
is equal to three times the Face Amount. A maximum of two OIRs may be added
to the Policy. The OIR amount of coverage may be changed in the future, but
increases are subject to evidence of insurability.

Prior to the Other Insured's age 70, the OIR may be converted to a permanent
individual policy without evidence of insurability. The OIR may be converted
to permanent coverage on the Monthiversary following the date of the
Insured's death.

Same Insured Rider (SIR)
Issue Ages: 0-85

This rider provides level term life insurance on the Insured. The minimum
issue amount is $10,000; the maximum issue is equal to three times the Face
Amount of the Policy. Only one SIR may be added to the Policy. The SIR face
amount may be changed (increases are subject to evidence of insurability).
Prior to age 70 (55 for substandard risks), the Insured may convert the SIR
to permanent coverage without evidence of insurability.

Waiver of Premium Disability (WPD)
Issue Ages: 20-55

This rider pays a designated premium into the Account Value during a period
of total disability. The minimum designated premium is $100. WPD may not be
added to a policy unless WMDD is already added. If disability occurs before
age 60, the designated premium benefit is paid as long as total disability
continues. If disability occurs between ages 60-65, the designated premium
benefit is paid as long as the Insured remains totally disabled but not
beyond age 65.

Last Survivor Rider (LS)
Issue Ages: 20-85

This rider modifies the terms of the Policy to provide insurance on the
lives of two Insureds rather than one. When the Last Survivor Rider is
attached, the Death Benefit Proceeds are paid to the beneficiary upon the
death of the last surviving Insured. The cost of insurance charges reflect
the anticipated mortality of the two Insureds and the fact that the Death
Benefit is not paid until the death of the surviving Insured. For a Policy
containing the LS Rider to be reinstated, either both Insureds must be alive
on the date of the reinstatement, or the surviving Insured must be alive and
the lapse occurred after the death of the first Insured. The
Incontestability, Suicide, and Misstatement of Age or Sex provisions of the
Policy apply to either Insured.

LS Rider also provides a Policy Split Option, allowing the Policy on two
Insureds to be split into two separate Policies, one on the life of each
Insured. The LS Rider also includes an Estate Preservation Benefit which
increases the Face Amount of the Policy under certain conditions. The Estate
Preservation Benefit is only available to standard risks.

Joint First-to-Die Level Term Insurance Rider
Issue Ages: 20-85

This rider may be attached to a Policy in conjunction with the LS Rider. The
Joint-to-Die Rider provides a death benefit to the beneficiary on the death
of the first of the Insureds to die. The cost of insurance charges reflect
the anticipated joint mortality of the two insureds. The Incontestability,
Suicide, and Misstatement of Age or Sex provisions of the Policy apply to
either Insured.

Automatic Increase Rider (AIR)
Issue Ages: 20-55 (standard risks only)

This rider increases the Insured's base coverage by 5% each year, without
evidence of insurability. The 5% increase is compounded annually and is
based on the base coverage Face Amount on Policy Anniversaries. No increases
are made during any period in which the Monthly Deduction is being waived.
Insured's initial base coverage must be at least $100,000.

AIR terminates on the earliest of the following dates: the date an automatic
increase is rejected, the date the Face Amount is decreased, the date
requested in writing by the Owner, the date of Policy termination, or the
anniversary date 20 years after issue of this rider. There is no charge for
AIR. New coverage generated by the rider results in an increase in the
target premium and establishes an additional surrender charge. All charges
for any new coverage are based on the Insured's nearest age at the time of
increase.

Guaranteed Minimum Death Benefit Rider (GMDB)

This rider extends the Guarantee Period as listed on the Policy Data Page.
While the GMDB rider is in force, the Policy will remain in force and will
not begin the grace period if on each Monthiversary, the sum of the
premiums paid to date, less any Partial Surrenders, any outstanding loan
and loan interest, equals or exceeds the required premium for the
Guaranteed Minimum Death Benefit multiplied by the number of Policy months
since the Contract Date. The guarantee provided by this rider terminates if
this test is failed on any Monthiversary. The guarantee will not be
reinstated.

Accelerated Death Benefit Rider (ABR)

This rider allows for a prepayment of a portion of the Policy's Death
Benefit while the Insured is still alive, if the Insured has been diagnosed
as terminally ill, and has 12 months or less to live. The minimum amount
available is $5,000. The maximum benefit payable (in most states) is the
lesser of $500,000 or 50% of the Face Amount. ABR may be added to the Policy
at any time while it is still in force. There is no charge for ABR.

TAX CONSIDERATIONS

The following summary provides a general description of the federal income tax
considerations associated with the Policy and does not purport to be complete or
to cover all situations. This discussion is not intended as tax advice. Counsel
or other competent tax advisers should be consulted for more complete
information. This discussion is based upon AUL's understanding of the present
federal tax laws as they currently are interpreted by the Internal Revenue
Service (the "IRS").

Tax Status of the Policy

In order to attain the tax benefits normally associated with life insurance, the
Policy must be classified for federal income tax purposes as a life insurance
contract. Section 7702 of the Internal Revenue Code sets forth a definition of a
life insurance contract for federal income tax purposes. The U.S. Treasury
Department (the "Treasury") is authorized to prescribe regulations implementing
Section 7702. While proposed regulations and other interim guidance has been
issued, final regulations have not been adopted. In short, guidance as to how
Section 7702 is to be applied is limited. If a Policy were determined not to be
a life insurance contract for purposes of Section 7702, such Policy would not
provide the tax advantages normally provided by a life insurance contract.

With respect to a Policy issued on a standard basis, AUL believes that such a
Policy should meet the Section 7702 definition of a life insurance contract.
With respect to a Policy that is issued on a substandard basis (i.e., a premium
class with extra rating involving higher than standard mortality risk) or one
involving joint insureds, there is less guidance, in particular as to how the
mortality and other expense requirements of Section 7702 are to be applied in
determining whether such a Policy meets the Section 7702 definition of a life
insurance contract. If the requirements of Section 7702 were deemed not to have
been met, the Policy would not provide the tax benefits normally associated with
life insurance and the tax status of all contracts invested in the Investment
Account to which premiums were allocated under the non-qualifying contract might
be affected.

If it is subsequently determined that a Policy does not satisfy Section 7702,
AUL may take whatever steps are appropriate and reasonable to attempt to cause
such a Policy to comply with Section 7702. For these reasons, AUL reserves the
right to modify the Policy as it deems necessary in its sole discretion to
attempt to qualify it as a life insurance contract under Section 7702.

Section 817(h) of the Internal Revenue Code requires that the investments of
each of the Investment Accounts must be "adequately diversified" in accordance
with Treasury regulations in order for the Policy to qualify as a life insurance
contract under Section 7702 of the Internal Revenue Code. The Investment
Accounts, through the Portfolios, intend to comply with the diversification
requirements prescribed in Treas. Reg. Section 1.817-5, which affect how the
Portfolio's assets are to be invested. AUL believes that the Investment Accounts
will meet the diversification requirements, and AUL will monitor continued
compliance with this requirement.

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

The ownership rights under the Policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that contract owners were not owners of investment account assets. For example,
an Owner has additional flexibility in allocating Net Premium payments and
Account Value. These differences could result in an Owner being treated as the
owner of a prorata portion of the assets of the Investment Accounts. In
addition, AUL does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury has stated it expects to issue. AUL
therefore reserves the right to modify the Policy as necessary to attempt to
prevent an Owner from being considered the Owner of a prorata share of the
assets of the Investment Accounts.

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

Tax Treatment of Policy Benefits

In General. AUL believes that the proceeds and Account Value increases
of a Policy should be treated in a manner consistent with a fixed-benefit life
insurance contract for federal income tax purposes. Thus, the Death Benefit
under the Policy should be excludable from the gross income of the beneficiary
under Section 101(a)(1) of the Internal Revenue Code. However, if you elect a
settlement option for a Death Benefit other than in a lump sum, a portion of the
payment made to you may be taxable.

Depending on the circumstances, the exchange of a Policy, a change in the
Policy's Death Benefit option, a Policy loan, a Partial Surrender, a surrender,
a change in ownership, or an assignment of the Policy may have federal income
tax consequences. In addition, federal, state and local transfer, and other tax
consequences of ownership or receipt of Policy proceeds depends on the
circumstances of each Owner or beneficiary.

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

Generally, the Owner will not be deemed to be in constructive receipt of the
Account Value, including increments thereof, until there is a distribution. The
tax consequences of distributions from, and loans taken from or secured by, a
Policy depend on whether the Policy is classified as a Modified Endowment. Upon
a complete surrender or lapse of a Policy, whether or not a Modified Endowment,
the excess of the amount received plus the amount of any outstanding loans and
loan interest over the total investment in the Policy will generally be treated
as ordinary income subject to tax.

Modified Endowments. Section 7702A establishes a class of life
insurance Policies designated as "Modified Endowment Contracts." The rules
relating to whether a Policy will be treated as a Modified Endowment are
extremely complex and cannot be adequately described in the limited confines of
this summary. In general, a Policy will be a Modified Endowment if the
accumulated premiums paid at any time during the first seven Policy Years exceed
the sum of the net level premiums which would have been paid on or before such
time if the Policy provided for paid-up future benefits after the payment of
seven level annual premiums. A Policy may also become a Modified Endowment after
a material change. The determination of whether a Policy will be a Modified
Endowment after a material change generally depends upon the relationship of the
Death Benefit and Account Value at the time of such change and the additional
premiums paid in the seven years following the material change.

Due to the Policy's flexibility, classification as a Modified Endowment will
depend on the individual circumstances of each Policy. In view of the foregoing,
a current or prospective Owner should consult with a tax adviser to determine
whether a Policy transaction will cause the Policy to be treated as a Modified
Endowment. However, at the time a premium is credited which in AUL's view would
cause the Policy to become a Modified Endowment, AUL will attempt to notify the
Owner that unless a refund of the excess premium (with any appropriate interest)
is requested by the Owner, the Policy will become a Modified Endowment. However,
we do not undertake to provide such notice. The Owner will have 30 days after
receiving such notification to request the refund.

Policies classified as Modified Endowments will be subject to the following:
First, all distributions, including distributions upon surrender and Partial
Surrender, from such a Policy are treated as ordinary income subject to tax up
to the amount equal to the excess (if any) of the Account Value immediately
before the distribution over the investment in the Policy (described below) at
such time. Second, loans taken from or secured by such a Policy, are treated as
distributions from the Policy and taxed accordingly. Past due loan interest that
is added to the loan amount will be treated as a loan. Third, a 10 percent
additional income tax is imposed on the portion of any distribution from, or
loan taken from or secured by, such a Policy that is included in income except
where the distribution or loan is made on or after the Owner attains age 59 1/2,
is attributable to the Owner's becoming disabled, or is part of a series of
substantially equal periodic payments for the life (or life expectancy) of the
Owner or the joint lives (or joint life expectancies) of the Owner and the
Owner's beneficiary.

If a Policy becomes a Modified Endowment after it is issued, distributions made
during the Policy Year in which it becomes a Modified Endowment, distributions
in any subsequent Policy Year and distributions within two years before the
Policy becomes a Modified Endowment will be subject to the tax treatment
described above. This means that a distribution from a Policy that is not a
Modified Endowment could later become taxable as a distribution from a Modified
Endowment.

All Modified Endowments that are issued by AUL (or its affiliates) to the same
Owner during any calendar year are treated as one Modified Endowment for
purposes of determining the amount includable in an Owner's gross income under
Section 72(e) of the Internal Revenue Code.

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

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

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

Policy Loan Interest. Generally, consumer interest paid on any loan
under a Policy which is owned by an individual is not deductible for federal or
state income tax purposes. The deduction of other forms of interest paid on
Policy loans may also be subject to other restrictions under the Internal
Revenue Code. A qualified tax adviser should be consulted before deducting any
Policy loan interest.

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

Estate and Generation Skipping Taxes

When the Insured dies, the Death Benefits will generally be includable in the
Owner's estate for purposes of federal estate tax if the Insured owned the
Policy. If the Owner was not the Insured, the fair market value of the Policy
would be included in the Owner's estate upon the Owner's death. Nothing would be
includable in the Insured's estate if he or she neither retained incidents of
ownership at death nor had given up ownership within three years before death.

Federal estate tax is integrated with federal gift tax under a unified rate
schedule. An unlimited marital deduction may be available for federal estate and
gift tax purposes. The unlimited marital deduction permits the deferral of taxes
until the death of the surviving spouse.

If the Owner (whether or not he or she is the Insured) transfers ownership of
the Policy to someone two or more generations younger, the transfer may be
subject to the generation-skipping transfer tax with the taxable amount being
the value of the Policy. The generation-skipping transfer tax provisions
generally apply to transfers which would be subject to the gift and estate tax
rules. Because these rules are complex, the Owner should consult with a
qualified tax adviser for specific information if ownership is passing to
younger generations.

Life Insurance Purchased for Use in Split Dollar Arrangements

On January 26, 1996, the IRS released a technical advice memorandum ("TAM") on
the taxability of life insurance policies used in certain split dollar
arrangements. A TAM, issued by the National Office of the IRS, provides advice
as to the internal revenue laws, regulations, and related statutes with respect
to a specific set of facts and a specific taxpayer. In the TAM, among other
things, the IRS concluded that an employee was subject to current taxation on
the excess of the cash surrender value of the policy over the premiums to be
returned to the employer. Purchasers of life insurance policies to be used in
split dollar arrangements are strongly advised to consult with a qualified tax
adviser to determine the tax treatment resulting from such an arrangement.

Non-Individual Ownership of Contracts

If the Owner of a Policy is an entity rather than an individual, the tax
treatment may differ from that described above. Accordingly, prospective Owners
that are entities should consult a qualified tax advisor.

Possible Charge for AUL's Taxes

At the present time, AUL makes no charge for any federal, state or local taxes
(other than the charge for state and local premium taxes) that it incurs that
may be attributable to the Investment Accounts or to the Policies. However, AUL
reserves the right to make additional charges for any such tax or other economic
burden resulting from the application of the tax laws that it determines to be
properly attributable to the Investment Accounts or to the Policies.

OTHER INFORMATION ABOUT THE POLICIES AND AUL

Policy Termination

The Policy will terminate, and insurance coverage will cease, as of: (1) the end
of the Valuation Period during which we receive Proper Notice to surrender the
Policy; (2) the expiration of a grace period; or (3) the death of the Insured.
See "Surrendering the Policy for Net Cash Value," "Premium Payments to Prevent
Lapse," and "Death Benefit and Changes in Face Amount."

Resolving Material Conflicts

The Funds presently serve as the investment medium for the Separate Account and,
therefore, indirectly for the Policies. In addition, the Funds have advised us
that they are available to registered separate accounts of insurance companies,
other than AUL, offering variable annuity and variable life insurance policies.

We do not currently foresee any disadvantages to you resulting from the Funds
selling shares as an investment medium for products other than the Policies.
However, there is a theoretical possibility that a material conflict of interest
may arise between Owners whose Cash Values are allocated to the Separate Account
and the owners of variable life insurance policies and variable annuity
contracts issued by other companies whose values are allocated to one or more
other separate accounts investing in any one of the Funds. Shares of some of the
Funds may also be sold to certain qualified pension and retirement plans
qualifying under Section 401 of the Internal Revenue Code. As a result, there is
a possibility that a material conflict may arise between the interests of Owners
or owners of other contracts (including contracts issued by other companies),
and such retirement plans or participants in such retirement plans. In the event
of a material conflict, we will take any necessary steps, including removing the
Separate Account from that Fund, to resolve the matter. The Board of
Directors/Trustees of each Fund will monitor events in order to identify any
material conflicts that may arise and determine what action, if any, should be
taken in response to those events or conflicts.

Addition, Deletion or Substitution of Investments

We reserve the right, subject to applicable law, to make additions to, deletions
from, or substitutions for the shares that are held in the Separate Account or
that the Separate Account may purchase. If the shares of a Portfolio are no
longer available for investment or if, in our judgment, further investment in
any Portfolio should become inappropriate in view of the purposes of the
Separate Account, we may redeem the shares, if any, of that Portfolio and
substitute shares of another registered open-end management investment company.
We will not substitute any shares attributable to a Policy's interest in an
Investment Account of the Separate Account without notice to you and prior
approval of the SEC and state insurance authorities, to the extent required by
the 1940 Act or other applicable law.

We also reserve the right to establish additional Investment Accounts of the
Separate Account, each of which would invest in shares corresponding to a
Portfolio of a Fund or in shares of another investment company having a
specified investment objective. Any new Investment Accounts may be made
available to existing Owners on a basis to be determined by AUL. Subject to
applicable law and any required SEC approval, we may, in our sole discretion,
eliminate one or more Investment Accounts if marketing needs, tax considerations
or investment conditions warrant.

If any of these substitutions or changes are made, we may, by appropriate
endorsement, change the Policy to reflect the substitution or change.

If we deem it to be in the best interests of persons having voting rights under
the Policies (subject to any approvals that may be required under applicable
law), the Separate Account may be operated as a management investment company
under the 1940 Act, it may be deregistered under that Act if registration is no
longer required, or it may be combined with other AUL separate accounts.

Voting Rights

AUL is the legal owner of the shares of the Portfolios held by the Investment
Accounts of the Separate Account. In accordance with its view of present
applicable law, AUL will exercise voting rights attributable to the shares of
each Portfolio held in the Investment Accounts at any regular and special
meetings of the shareholders of the Funds or Portfolios on matters requiring
shareholder voting under the 1940 Act. AUL will exercise these voting rights
based on instructions received from persons having the voting interest in
corresponding Investment Accounts of the Separate Account and consistent with
any requirements imposed on AUL under contracts with any of the Funds, or under
applicable law. However, if the 1940 Act or any regulations thereunder should be
amended, or if the present interpretation thereof should change, and as a result
AUL determines that it is permitted to vote the shares of the Portfolios in its
own right, it may elect to do so.

The person having the voting interest under a Policy is the Owner. AUL or the
pertinent Fund shall send to each Owner a Fund's proxy materials and forms of
instruction by means of which instructions may be given to AUL on how to
exercise voting rights attributable to the Portfolio's shares.

Unless otherwise required by applicable law or under a contract with any of the
Funds, with respect to each of the Portfolios, the number of Portfolio shares as
to which voting instructions may be given to AUL is determined by dividing the
value of all of the Accumulation Units of the corresponding Investment Account
attributable to a Policy on a particular date by the net asset value per share
of that Portfolio as of the same date. Fractional votes will be counted. The
number of votes as to which voting instructions may be given will be determined
as of the date coincident with the date established by a Fund for determining
shareholders eligible to vote at the meeting of the Fund or Portfolio. If
required by the SEC or under a contract with any of the Funds, AUL reserves the
right to determine in a different fashion the voting rights attributable to the
shares of the Portfolio. Voting instructions may be cast in person or by proxy.

Voting rights attributable to the Policies for which no timely voting
instructions are received will be voted by AUL in the same proportion as the
voting instructions which are received in a timely manner for all Policies
participating in that Investment Account. AUL will vote shares of any Investment
Account, if any, that it owns beneficially in its own discretion, except that if
a Fund offers its shares to any insurance company separate account that funds
variable annuity contracts or if otherwise required by applicable law or
contract, AUL will vote its own shares in the same proportion as the voting
instructions that are received in timely manner for Policies participating in
the Investment Account.

Neither the Separate Account nor AUL is under any duty to inquire as to the
instructions received or the authority of Owners or others to instruct the
voting of shares of any of the Portfolios.

If required by state insurance officials, AUL may disregard Owner voting
instructions if such instructions would require shares to be voted so as to
cause a change in sub-classification or investment objectives of one or more of
the Portfolios, or to approve or disapprove an investment advisory agreement. In
addition, AUL may under certain circumstances disregard voting instructions that
would require changes in the investment advisory contract or investment adviser
of one or more of the Portfolios, provided that AUL reasonably disapproves of
such changes in accordance with applicable federal regulations. If AUL ever
disregards voting instructions, Owners will be advised of that action and of the
reasons for such action in the next semiannual report. Finally, AUL reserves the
right to modify the manner in which the weight to be given to pass-through
voting instructions is calculated when such a change is necessary to comply with
current federal regulations or the current interpretation thereof.

Sale of the Policies

The Policies will be offered to the public on a continuous basis, and we do not
anticipate discontinuing the offering of the Policies. However, we reserve the
right to discontinue the offering. Applications for Policies are solicited by
representatives who are licensed by applicable state insurance authorities to
sell our variable life contracts and who are also registered representatives of
AUL. AUL is registered with the SEC under the Securities Exchange Act of 1934 as
a broker-dealer and is a member of the National Association of Securities
Dealers, Inc.

AUL acts as the "principal underwriter," as defined in the 1940 Act, of the
Policies for the Separate Account. We are not obligated to sell any specific
number of Policies.

Registered representatives may be paid commissions on Policies they sell.
Representatives generally will be paid 50% of planned premiums paid in the first
year for premiums up to target premium. For planned premiums paid in excess of
target premium, registered representatives will also receive 3% of that excess.
Additional commissions may be paid in certain circumstances. Other allowances
and overrides also may be paid.

AUL Directors and Executive Officers

The following table sets forth the name and principal occupations during the
past five years of each of AUL's directors and executive officers. Unless
otherwise indicated, the address of each of the following individuals is One
American Square, P.O. Box 368, Indianapolis, Indiana 46206-0368, and the
indicated position is with AUL.

Name Principal Occupation During Past Five Years
Jerry D. Semler President and Chief Operating Officer, 1980-1989;
President & Chief Exec. Officer, 1989-8/91; Chairman of
the Board, Pres. & CEO, 9/91-present; Mental Health
Board, State of Indiana, 10/87-10/91; Dir. Jenn
Foundation Board, 5/92-present; IWC Resources Corp., 4/96-present

John H. Barbre Sr. Vice Pres., Individual Div., 5/80-present

William R. Brown General Counsel & Secretary, 1/85-present; Dir., Health &
Hospital Corp. of Marion County Board, 1/84-1/92; Member,
Metro Development Com. of Indpls., 1/92-10/93; Dir.,
NOLHGA Board, 1/95-present
Charles D. Lineback Sr. Vice Pres., Reinsurance Div., 12/87-present

James W. Murphy Sr. Vice Pres., Corporate Finance, 8/69-present

Jerry L. Plummer Sr. Vice Pres., Human Resources, 1/93-present; V.P.
Human Res., 1/81-1/93

R. Stephen Radcliffe Executive Vice Pres., 8/94-present; Sr. V.P., Chief
Actuary, 5/83-8/94; Director, 2/91-present

G. David Sapp Sr. Vice Pres., Investments, 1/92-present; V.P.,
Securities, 8/75-1/92

William L. Tindall Sr. Vice Pres., Pension Div., 8/97 - present; Sr. Vice
Pres., Massachusetts Mutual Life Insurance Co.,
1993-1997; Vice President Pension Marketing,
Massachusetts Mutual Life Insurance Co., 1987-1993.

Gerald T. Walker Sr. Vice Pres., Group Life & Health Div., 10/89-present

Kent R. Adams Vice Pres., Fixed Income Securities, 1/92-present; Asst.
V.P., Securities, 1/77-1/92

Catherine B. Husman V.P. and Chief Actuary, 7/97-present; V.P. and Corporate
Actuary, 1/84-7/97

Scott A. Kincaid V.P. & Chief Information Officer, 1/95-present; V.P. Data
Center, 9/91-1/95; Asst. V.P. Data Center, 8/83-9/91

Steven C. Berring, M.D. Director, 2/90-present; Director, NIPSCO Industries, Inc.
575 McCormick Rd. 2/86-present; Director, Arvin Industries, Inc.,
West Lafayette, IN 47906 11/83-present; Director, Eli Lilly, 4/83-present;
President, Purdue University, 2/83-present; Director,
Guidant Corp., 12/94-8/95; Dir., State Life Ins. Co.,
11/94-present

Arthur L. Bryant Director, 11/94-present; President, The State Life
11817 Sand Dollar Ct. Insurance Company, 9/83-present; Chairman of Board, The
Indianapolis, IN 46256 State Life Ins., 2/85-11/94

James M. Cornelius Director, 2/96-present; V.P. & CEO, Eli Lilly & Co.,
1055 Park Place 1/83-1995; Chairman, Guidant Corp., 10/95-present; Dir.
Zoinsville, IN 46077 State Life Ins. Co., 11/94-present, Dir., National Bank
of Indpls., 11/93-present; Dir. Lilly Industries, Inc.,
4/96-present

James A. Dora Director, 2/89-present; Chairman/CEO and Owner, General
5121 Green Braes, E. Dr. Hotels Corp., 1/90-present; President and Owner, General
Indianapolis, IN 46234 Hotels Corp., 1967-1989; Dir., Indiana National Bank,
4/83-10/93; Dir., NBD Bank, N.A. (formerly Indiana
National Bank), 10/93-present; Dir., State Life,
11/94-present

Otto N. Frenzel Director, 2/71-present (Chairman of Audit Comm.);
11330 Templin Rd. Chairman, Executive Comm., National City Bank Indiana,
Zionsville, IN 46077 1/96-present; Chrmn. National City Bank Indiana,
10/92-1/96; Dir., National City Corp., 10/92-present;
Chairman, Merchants National Corp., 4/79-1/93; Vice
Chrmn, Merchants National Bank & Trust Co. of Indpls.,
4/86-10/92; Director, Indpls. Water Co., 4/63-present;
Dir., Indian Gas Co., Inc. 1/67-present; Dir. Indpls.
Power & Lights Corp. 4/77-present; Dir. Baldwin & Lyons,
Inc., 5/79-present; Dir. IPALCO Enterprises, Inc.,
9/83-present; Dir., IWC Resources Corp., 3/86-present;
Dir. Indiana Energy, Inc., 10/85-present; Dir., State
Life Ins. Co., 11/94-present

David W. Goodrich Director, 2/95-present; Exec. Vice Pres., F.C. Tucker
6060 Sunset Ln. Co., 1/86-present; Chrmn., Methodist Hosp. of Indiana
Indianapolis, IN 46228 1/93-6/96; Director, The State Life Ins. Co.,
7/90-present; Director, Irwin Financial Corp.,
1/88-present; Director, Citizens Gas & Coke Utility,
9/94-present; Vice Chairman, Clarian Health Partners,
6/96-present

William P. Johnson Director, 7/78-present; Chairman of the Board & CEO,
19448 Rio Verde Dr. Goshen Rubber Co., 7/91-present, Pres. & Treas., Goshen
Goshen, IN 46526 Rubber Co., 9/76-7/91; Pres. & Dir., GNC Corp.,
9/76-7/91; Pres. & Dir., GSH Corp., 7/91-present; Pres. &
Dir. GRN Corp., 9/76-7/91; Chrmn., GRN Corp.,
7/91-present; Pres. & Dir., Goshen Rubber of Canada,
Ltd., 9/76-7/91; Chrmn., Goshen Rubber of Canada, Ltd.,
7/91-present; Dir., Society Bank Ind. (formerly Trustcorp
Inc.) Co. Bend, IN, 2/88-12/95; Member of Advisory Comm.,
Society Bank Ind. Goshen, IN, 2/88-12/95; Dir., Coachman
Industries, 1978-present; Chrmn. & CEO, Syracuse Rubber
Co., 1981-present; Chrmn. & CEO, Bond-Flex Rubber Co.,
4/86-present; Dir., Peetro Go, Inc., 4/86-5/96; Dir.,
Flair Inc., 3/86-present; Dir., Lightfoot Enterprises,
4/86-present; Chrmn., Palmer Plastics, 10/87-present;
Chrmn., Dayton Polymrics, 10/89-present; Chrmn. GR
Plastics, 10/89-present; Chrmn. & CEO, ETI Inc.,
9/92-present; Chrmn. & CEO, GKI Inc., 7/91-present;
Chrmn. & CEO, Prolon, Inc., 10/92-present; Chrmn. & CEO,
Yeasel, Inc., 1/90-present; Chrmn. & CEO, Bower Mfg.,
7/91-present; Dir., State Life Ins. Co., 11/94-present

James T. Morris Director, 2/87-present; Chairman & CEO, Indianapolis
8191 N. Pennsylvania Water Co., 1/92-present; Pres., Indianapolis Water Co.,
Indianapolis, IN 46240 1/89-1/92; Pres., Chrmn. & CEO, IWC Resources Corp.,
1/89-present; Director, MSA Realty Corp., 11/84-9/94;
Dir., National City Bank Corp., 7/89-present; Advisor,
Logo 7, Inc., 9/90-12/91; Dir., Paul Harris,
12/96-present; Dir., State Life Ins. Co., 11/94-present

Thomas E. Reilly, Jr. Director, 2/90-present; Chairman, Reilly Industries,
8877 Pickwick Dr. Inc., 1/90-present; President, Reilly Indus., 1963-1/90;
Indianapolis, IN 46260 Director, Lilly Indus. Inc., 4/81-present; Director, INB
National Bank, 4/84-10/93; Dir. NBD Indiana, subsid. of
NBD Bancorp, 4/84-1994; Dir., NBD Bancorp, 3/94-2/95;
Dir., First Chicago NBD Corp., 2/95-present; Dir.,
Herif Jones Corp., 10/95-present; Dir., State Life Ins. Co.,
11/94-present

William R. Riggs Director, 2/92-present; Attorney (Partner), Ice Miller
7614 Silver Pine Ct. Donadio & Ryan, 6/63-present; Dir., State Life Ins. Co.,
Indianapolis, IN 46250 11/94-present

Yvonne H. Shaheen Director, 8/93-present; Utility Pres., & CEO, Bright
11808 Rolling Springs Dr. Sheet Metal, 2/87-1/95; Pres., & CEO, Long Elec. Co.,
Indianapolis, IN 46032 2/87-present; Dir., Corporate Community Council,
1/93-1/95; Director, Community Hospital Foundation,
1/92-2/96; Dir., Junior Achievement, 4/90-present; Dir.,
National Elec., Contractors Assoc., 1/91-present; Dir.,
Boy Scouts of America, 10/91-present, Director, State
Life Ins. Co., 11/94-present

Frank D. Walker Director, 11/94-present; Chairman of the Board & CEO,
3613 Bay Rd. N. Dr. Walker Information, Inc., 6/60-present; Managing Partner,
Indianapolis, IN 46240 W.R. Properties, 6/84-present; Dir., Citizens Gas & Coke
Utility, 10/87-present; Dir., NBD Bank N.A. Indiana,
4/88-present; Advisor, Wild Birds Unlimited, Inc.,
8/95-present

State Regulation

AUL is subject to regulation by the Department of Insurance of the State of
Indiana, which periodically examines the financial condition and operations of
AUL. AUL is also subject to the insurance laws and regulations of all
jurisdictions where it does business. The Policy described in this Prospectus
has been filed with and, where required, approved by, insurance officials in
those jurisdictions where it is sold.

AUL is required to submit annual statements of operations, including financial
statements, to the insurance departments of the various jurisdictions where it
does business to determine solvency and compliance with applicable insurance
laws and regulations.

Additional Information

A registration statement under the Securities Act of 1933 has been filed with
the SEC relating to the offering described in this Prospectus. This Prospectus
does not include all the information set forth in the registration statement.
The omitted information may be obtained at the SEC's principal office in
Washington, D.C. by paying the SEC's prescribed fees.

Independent Auditors

The consolidated balance sheets for AUL at December 31, 1996 and the related
consolidated statements of income, stockholders' equity and cash flows for the
year ended December 31, 1996 appearing herein have been audited by Coopers &
Lybrand LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included herein in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

Actuarial matters included in this prospectus have been examined by Stephen J.
Pearson, FSA, MAAA, Assistant Vice President and Individual Product Actuary of
AUL.

Litigation

The Separate Account is not a party to any litigation. Its depositor, AUL, as an
insurance company, ordinarily is involved in litigation. AUL is of the opinion
that at present, such litigation is not material to the Owners of the Policies.

Legal Matters

Dechert Price & Rhoads of Washington, D.C. has provided advice on certain
matters relating to the federal securities laws. Matters of Indiana law
pertaining to the Policies, including AUL's right to issue the Policies and its
qualification to do so under applicable laws and regulations issued thereunder,
have been passed upon by Richard A. Wacker, Associate General Counsel of AUL.

Financial Statements

AUL's financial statements as of December 31, 1996 for the year ended December
31, 1996 and as of June 30, 1997 for the six month period ended June 30, 1997
are included in this Prospectus. The financial statements of AUL should be
distinguished from financial statements of the Separate Account and should be
considered only as bearing upon AUL's ability to meet its obligations under the
Policies. They should not be considered as bearing on the investment performance
of the assets held in the Separate Account. Because the Separate Account has not
commenced operations before the date of this Prospectus, no financial statements
of the Separate Account are included in this Prospectus.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
American United Life Insurance Company
Indianapolis, Indiana

We have audited the accompanying combined balance sheet of American United Life
Insurance Company(R) and affiliates as of December 31, 1996 and 1995, and the
related combined statements of operations, policyowners' surplus and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of American United Life
Insurance Company(R) and affiliates as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.

As discussed in Note I to the combined financial statements, the Company adopted
Statement of Financial Accounting Standards No. 120 (SFAS 120) and Financial
Accounting Standards Board Interpretation No. 40 (FIN 40) which required
implementation of several accounting pronouncements not previously adopted. The
effects of adopting SFAS 120 and FIN 40 were retroactively applied to the
Company's previously issued financial statements, consistent with the
implementation guidance of those standards.

The Company previously issued financial statements for 1995 which were presented
in accordance with accounting principles prescribed or permitted by the
Insurance Department of the State of Indiana and which were considered generally
accepted accounting principles for mutual life insurance companies. We
previously issued our report dated February 19, 1996, on such financial
statements.
/s/ Coopers & Lybrand L.L.P.

Indianapolis, Indiana
February 19, 1997

COMBINED BALANCE SHEET

December 31,1996, and l995 1996 (in millions) 1995
- -----------------------------------------------------------------------------
Assets
Investments:
Fixed Maturities:
Available for sale at fair value $1,593.4 $1,628.8
Held to maturity at amortized cost 3,013.6 2,982.4
Equity securities at fair value 15.2 19.0
Mortgage loans 1,114.6 1,124.7
Real estate 52.3 54.5
Policy loans 143.5 141.6
Short term and other invested assets 43.8 69.0
Cash and cash equivalents 20.2 10.9
- -----------------------------------------------------------------------------
Total investments 5,996.6 6,030.9
- -----------------------------------------------------------------------------
Accrued investment income 82.1 86.0
Reinsurance receivables 209.5 191.2
Deferred acquisition costs 348.2 310.2
Property and equipment 54.0 47.3
Insurance premiums in course of collection 47.5 31.2
Other assets 35.7 26.9
Assets held in separate accounts 1,078.7 603.9
- -----------------------------------------------------------------------------
Total assets $7,852.3 $7,327.6
- -----------------------------------------------------------------------------
Liabilities and policyowners' surplus
Liabilities
Policy reserves $5,688.6 $5,755.8
Other policyowner funds 176.2 171.7
Pending policyowner claims 137.6 130.4
Surplus notes 75.0 ---
Other liabilities and accrued expenses 123.4 116.9
Liabilities related to separate accounts 1,078.7 603.9
- -----------------------------------------------------------------------------
Total liabilities 7,279.5 6,778.7
- -----------------------------------------------------------------------------
Unrealized appreciation of securities,
net of deferred income tax 19.0 47.2
Policyowners' surplus 553.8 501.7
- -----------------------------------------------------------------------------
Total policyowners' surplus 572.8 548.9
- -----------------------------------------------------------------------------
Total liabilities and policyowners' surplus$7,852.3 $7,327.6
- -----------------------------------------------------------------------------

COMBINED STATEMENT OF OPERATIONS

for years ended December 31,1996, and l995 1996 (in millions) 1995
- -----------------------------------------------------------------------------
Revenues:
Insurance premiums and other considerations $ 401.1 $ 390.0
Policy and contract charges 46.5 39.8
Net investment income 471.8 478.9
Realized investment gains 6.6 8.2
Other income 3.8 .1
- -----------------------------------------------------------------------------
Total revenues 929.8 917.0
- -----------------------------------------------------------------------------
Benefits and expenses:
Policy benefits $ 381.4 $ 346.7
Interest expense on annuities
and financial products 261.6 283.1
Underwriting, acquisition and insurance
expenses 110.2 100.3
Amortization 49.8 41.2
Dividends to policyowners 26.3 24.7
Interest expense on surplus notes 5.1 ----
Other operating expenses 8.9 42.7
- -----------------------------------------------------------------------------
Total benefits and expenses 843.3 838.7
- -----------------------------------------------------------------------------
Income before income tax expense 86.5 78.3
Income tax expense 34.4 32.7
- -----------------------------------------------------------------------------
Net income $ 52.1 $ 45.6
- -----------------------------------------------------------------------------

The accompanying notes are an integral part of the financial statements.

COMBINED STATEMENT OF POLICYOWNERS' SURPLUS

Policyowners' surplus at beginning of year $548.9 $430.7
Net income 52.1 45.6
Unrealized appreciation
(depreciation) of securities, net (28.2) 72.6
- -----------------------------------------------------------------------------
Policyowners' surplus at end of year $572.8 $548.9
- -----------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.

COMBINED STATEMENT OF CASH FLOWS

for years ended December 31,1996, and l995 1996 (in millions) 1995
- -----------------------------------------------------------------------------
Cash flows from operating activities:
- ------------------------------------------------------------------------------
Net Income $ 52.1 $ 45.6

Adjustments to reconcile net income to net cash provided by operating
activities:
Amortization 49.8 41.2
Depreciation 9.2 8.6
Deferred taxes 1.8 7.0
Realized investment gains (6.6) (8.2)
Policy acquisition costs (69.3) (61.2)
Interest credited to deposit liabilities 254.7 274.2
Fees charged to deposit liabilities (19.8) (19.5)
Amortization of investment income (6.2) (10.9)
Increase in insurance liabilities 93.9 110.5
Increase in assets (44.4) (72.1)
Increase in liabilities 19.6 14.7
- ------------------------------------------------------------------------------
Net cash provided by operating activities 334.8 329.9
- ------------------------------------------------------------------------------
Cash flows from investing activities:
Purchases:
Fixed maturities, Held to Maturity (194.4) (390.1)
Fixed maturities, Available for Sale (477.7) (234.9)
Equity securities (24.7) (1.1)
Mortgage loans (169.1) (159.9)
Real estate (3.9) (2.2)
Short term and other invested assets (2.6) (.4)

Proceeds from sales, calls or maturities:
Fixed maturities, Held to Maturity 158.8 290.1
Fixed maturities, Available for Sale 466.4 145.7
Equity securities 28.7 14.7
Mortgage loans 175.0 115.7
Real estate 3.1 3.4
Short term and other invested assets 27.6 4.6
- -----------------------------------------------------------------------------
Net cash used by investing activities (12.8) (214.4)
- -----------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of surplus notes 75.0 ---
Deposits to insurance liabilities 595.2 471.7
Withdrawals from insurance liabilities (984.6) (587.8)
Policyowner dividends 3.6 .7
Increase in policy loans (1.9) (3.6)
- ------------------------------------------------------------------------------
Net cash used by financing activities (312.7) (119.0)
- ------------------------------------------------------------------------------
Net increase (decrease) in cash
and cash equivalents 9.3 (3.5)
- ------------------------------------------------------------------------------
Cash and cash equivalents beginning of year 10.9 14.4
- ------------------------------------------------------------------------------
Cash and cash equivalents end of year $ 20.2 $ 10.9
- ------------------------------------------------------------------------------

The accompanying notes are an integral part of the financial statements.

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
American United Life Insurance Company(R) (AUL) is an Indiana-domiciled mutual
life insurance company with headquarters in Indianapolis. AUL is licensed to do
business in 47 states and the District of Columbia. AUL offers individual life
insurance and annuities, group life and disability insurance and pension
products through career agents working in a distribution network of general
agency offices. AUL also offers reinsurance services. The combined financial
statements include the accounts of the Company and its affiliate, The State Life
Insurance Company (State Life). Significant intercompany transactions have been
excluded.

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP). As of January 1, 1996, AUL
adopted Financial Accounting Standards Board (FASB) Statement No. 120,
Accounting and Reporting by Mutual Life Insurance Enterprises and by Insurance
Enterprises for Certain Long-Duration Participating Contracts, and Financial
Accounting Standards Board Interpretation No. 40 (FIN40), 'Applicability of
Generally Accepted Accounting Principles for Mutual Life Insurance and Other
Enterprises.' SFAS120 requires financial statements prepared in accordance with
generally accepted accounting principles to apply all applicable authoritative
GAAP pronouncements. The cumulative effect of applying SFAS No. 120 primarily
consists of the initial deferral of acquisition costs, the establishment of
deferred taxes, the change in methodology for insurance reserves, the
elimination of the statutory asset valuation reserve and the effect of
classifying certain fixed maturity investments as available for sale. The effect
of the changes has been reported retroactively through restatement of the
financial information as of January 1, 1994. As a result of restating the 1995
financial statements, combined net income was increased by $1.4 million, and
combined policyowners' surplus increased $239.8 million.

AUL also files financial statements with insurance regulatory authorities which
are prepared on the basis of statutory accounting practices which are
significantly different from financial statements prepared in accordance with
GAAP. These differences are described in detail in Note 9 - Statutory
Information.

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

INVESTMENTS
Fixed maturity securities which may be sold to meet liquidity and other needs of
the Company are categorized as available for sale and are stated at fair value.
Fixed maturity securities which the Company has the positive intent and ability
to hold to maturity are categorized as held-to-maturity and are stated at
amortized cost. Equity securities are stated at fair value. Mortgage loans on
real estate are carried at amortized cost less an impairment allowance for
estimated uncollectible amounts. Real estate is reported at cost less allowances
for depreciation. Depreciation is provided (straight line) over the estimated
useful lives of the related assets. Investment real estate is net of accumulated
depreciation of $28.8 million and $28.3 million at December 31, 1996 and 1995,
respectively. Depreciation expense for investment real estate amounted to $2.4
million and $2.6 million for 1996 and 1995, respectively. Policy loans are
carried at their unpaid balance. Other invested assets are reported at cost plus
the Company's equity in undistributed net equity since acquisition. Short term
investments include investments with maturities of one-year or less and are
carried at cost which approximates market. Short term certificates of deposit
and savings certificates are considered to be cash equivalents. The carrying
amount for cash and cash equivalents approximates market.

Realized gains and losses on sale or maturity of investments are based upon
specific identification of the investments sold and do not include amounts
allocable to separate accounts. At the time a decline in value of an investment
is determined to be other than temporary, a provision for loss is recorded which
is included in realized investment gains and losses. Unrealized gains and
losses, resulting from carrying available-for-sale securities at fair value, are
reported in policyowners' surplus, net of deferred income taxes.

DEFERRED POLICY ACQUISITION COSTS
Those costs of acquiring new business, which vary with and are primarily related
to the production of new business, have been deferred to the extent that such
costs are deemed recoverable. Such costs include commissions, certain costs of
policy underwriting and issue and certain variable agency expenses. These costs
are amortized with interest as follows:

For participating whole life insurance products, over the lesser of 30 years or
the lifetime of the policy in relation to the present value of estimated gross
margins from expenses, investments and mortality, discounted using the expected
investment yield.

For universal life-type policies and investment contracts, over the lesser of
the lifetime of the policy or 30 years for life policies or 20 years for other
policies in relation to the present value of estimated gross profits from
surrender charges and investment, mortality and expense margins, discounted
using the interest rate credited to the policy.

For term life insurance products and life reinsurance policies, over the lesser
of the benefit period or 30 years for term life or 20 years for life reinsurance
policies in relation to the ratio of anticipated annual premium revenue to the
anticipated total premium revenue, using the same assumptions used in
calculating policy benefits.

NOTES TO FINANCIAL STATEMENTS (continued)

For miscellaneous group life and individual and group health policies, straight
line over the expected life of the policy.

For credit insurance policies, the deferred acquisition cost balance is
primarily equal to the unearned premium reserve multiplied by the ratio of
deferrable commissions to premiums written.

Recoverability of the unamortized balance of deferred policy acquisition costs
is evaluated regularly. For universal life-type contracts, investment contracts
and participating whole life policies, the accumulated amortization is adjusted
(increased or decreased) whenever there is a material change in the estimated
gross profits or gross margins expected over the life of a block of business in
order to maintain a constant relationship between cumulative amortization and
the present value of gross profits or gross margins. For most other contracts,
the unamortized asset balance is reduced by a charge to income only when the
present value of future cash flows, net of the policy liabilities, is not
sufficient to cover such asset balance.

ASSETS HELD IN SEPARATE ACCOUNTS
Separate accounts are funds on which investment income and gains or losses
accrue directly to certain policyholders, primarily variable annuity contracts
and equity-based pension and profit sharing plans. The assets of these accounts
are legally segregated, and are valued at fair value. The related liabilities
are recorded at amounts equal to the underlying assets; the fair value of these
liabilities is equal to their carrying amount.

PROPERTY AND EQUIPMENT
Property and equipment includes real estate owned and occupied by the Company.
Property and equipment is carried at cost, net of accumulated depreciation of
$35.9 million and $30.1 million as of December 31, 1996 and 1995, respectively.
The Company provides for depreciation of property and equipment using the
straight-line method over its estimated useful life. Depreciation expense for
1996 and 1995 was $6.8 million and $6.0 million, respectively.

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS
The premiums and benefits for whole life and term insurance products and certain
annuities with life contingencies (immediate annuities) are fixed and
guaranteed. Such premiums are recognized as premium revenue when due. Group
insurance premiums are recognized as premium revenue over the time period to
which the premiums relate. Benefits and expenses are associated with earned
premiums so as to result in recognition of profits over the life of the
contracts. This association is accomplished by means of the provision for
liabilities for future policy benefits and the amortization of deferred policy
acquisition costs.

Universal life policies and investment contracts are policies with terms that
are not fixed and guaranteed. The terms that may be changed could include one or
more of the amounts assessed the policyholder, premiums paid by the policyholder
or interest accrued to policyholder balances. The amounts collected from
policyholders for these policies are considered deposits, and only the
deductions during the period for cost of insurance, policy administration and
surrenders are included in revenue. Policy benefits and claims that are charged
to expense include interest credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.

RESERVES FOR FUTURE POLICY AND CONTRACT BENEFITS
Liabilities for future policy benefits for participating whole life policies are
calculated using the net level premium method and assumptions as to interest and
mortality. The interest rate is the dividend fund interest rate and the
mortality rates are those guaranteed in the calculation of cash surrender values
described in the contract. Liabilities for future policy benefits for term life
insurance and life reinsurance policies are calculated using the net level
premium method and assumptions as to investment yields, mortality and
withdrawals. The assumptions are based on projections of past experience and
include provisions for possible unfavorable deviation. These assumptions are
made at the time the contract is issued. Liabilities for future policy benefits
on universal life and investment contracts consist principally of policy account
values plus certain deferred policy fees which are amortized using the same
assumptions and factors used to amortize the cost of policies produced. If the
future benefits on investment contracts are guaranteed (immediate annuities with
benefits paid for a period certain) the liability for future benefits is the
present value of such guaranteed benefits. Claim liabilities include provisions
for reported claims and estimates based on historical experience, for claims
incurred but not reported.

INCOME TAXES
The provision for income taxes includes amounts currently payable and deferred
income taxes resulting from the temporary differences in the assets and
liabilities determined on a tax and financial reporting basis.

NOTES TO FINANCIAL STATEMENTS (continued)

2. Investments:
The amortized cost and fair value of investments in fixed maturity securities by
type of investment were as follows:

December 31, 1996
- ------------------------------------------------------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
- -----------------------------------------------------------------------------------------------------------------
Available for sale: (in millions)
Obligations of U.S. government, states,
political subdivisions and foreign governments $ 85.2 $ 1.9 $ 1.3 $ 85.8
Corporate securities 1,000.0 33.9 7.0 1,026.9
Mortgage-backed securities 463.0 19.1 1.4 480.7
- -----------------------------------------------------------------------------------------------------------------
$1,548.2 $ 54.9 $ 9.7 $ 1,593.4
- -----------------------------------------------------------------------------------------------------------------

Held to maturity:
Obligations of U.S. government, states,
political subdivisions and foreign governments $ 132.0 $ 5.5 $ 1.1 $ 136.4
Corporate securities 1,891.1 100.1 14.0 1,977.2
Mortgaged-backed securities 990.5 44.9 4.4 1,031.0
- -----------------------------------------------------------------------------------------------------------------
$3,013.6 $ 150.5 $ 19.5 $ 3,144.6

December 31, 1995
- ------------------------------------------------------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
- -----------------------------------------------------------------------------------------------------------------
Available for sale: (in millions)
Obligations of U.S. government, states,
political subdivisions and foreign governments $ 50.7 $ 3.7 $ .1 $ 54.3
Corporate securities 925.3 63.5 2.0 986.8
Mortgage-backed securities 543.2 44.7 .2 587.7
- -----------------------------------------------------------------------------------------------------------------
$1,519.2 $ 111.9 $ 2.3 $ 1,628.8
- -----------------------------------------------------------------------------------------------------------------

Held to maturity:
Obligations of U.S. government, states,
political subdivisions and foreign governments $ 135.0 $ 10.7 $ .3 $ 145.4
Corporate securities 1,817.7 174.8 1.5 1,991.0
Mortgaged-backed securities 1,029.7 89.7 .2 1,119.2
- -----------------------------------------------------------------------------------------------------------------
$2,982.4 $ 275.2 $ 2.0 $ 3,255.6

NOTES TO FINANCIAL STATEMENTS (continued)

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

Available for Sale Held to Maturity
Total
Amortized Fair Amortized Fair
Amortized Fair
(in millions) Cost Value Cost Value
Costs Value
- -----------------------------------------------------------------------------------------------------------------------------
Due in one year or less $ 85.1 $ 85.7 $ 62.7 $ 63.4 $ 147.8
$ 149.1
Due after one year through five years 369.2 370.8 704.0 727.6
1,073.2 1,098.4
Due after five years through ten years 363.0 376.7 800.8 841.8
1,163.8 1,218.5
Due after ten years 267.9 279.5 455.6 480.8
723.5 760.3
- -----------------------------------------------------------------------------------------------------------------------------
1,085.2 1,112.7 2,023.1 2,113.6
3,108.3 3,226.3
Mortgage-backed securities 463.0 480.7 990.5 1,031.0
1,453.5 1,511.7
- -----------------------------------------------------------------------------------------------------------------------------
$1,548.2 $ 1,593.4 $3,013.6 $3,144.6 $ 4,561.8
$ 4,738.0
=============================================================================================================================

Net investment income consistent of the following:

December 31,1996,and l995 1996 (in millions) 1995
- -----------------------------------------------------------------------------
Fixed maturity securities $ 364.0 $ 369.4
Equity securities 2.0 2.9
Mortgage loans 104.4 104.4
Real estate 10.8 10.7
Policy loans 9.0 9.2
Other 6.1 4.5
- -----------------------------------------------------------------------------
Gross investment income 496.3 501.1
Investment expenses 24.5 22.2
- -----------------------------------------------------------------------------
Net investment income $ 471.8 $ 478.9
- -----------------------------------------------------------------------------

Net realized investment gains and losses include write downs and changes in the
reserve for losses on mortgage loans and foreclosed real estate of $.5 million
and $1.5 million for 1996 and 1995, respectively. Proceeds from the sales,
maturities or calls of investments in fixed maturities during 1996 and 1995 were
approximately $609.0 million and $435.8 million, respectively. Gross gains of
$12.0 million and $9.1 million, and gross losses of $6.9 million and $2.9
million were realized in 1996 and 1995, respectively. The changes in unrealized
appreciation (depreciation) of fixed maturities amounted to approximately
$(64.3) million and $156.5 million in 1996 and 1995, respectively.

At December 31, 1996, the unrealized appreciation on equity securities of
approximately $1.4 million is comprised of $3.0 million in unrealized gains and
$1.6 million of unrealized losses and has been reflected directly in
policyowners' surplus. The change in the unrealized appreciation (depreciation)
of equity securities amounted to approximately $(1.1) million and $1.2 million
in 1996 and 1995, respectively.

The Company maintains a diversified mortgage loan portfolio and exercises
internal limits on concentrations of loans by geographic area, industry, use and
individual mortgagor. Mortgage loans on various properties in nine states
(California, Florida, North Carolina, Indiana, Texas, Illinois, Georgia,
Kentucky and Ohio) account for approximately 62% of the fair value of the
mortgage loan portfolio. Approximately $163.9 million of mortgage loans have
been issued on 67 geographically diversified properties of 8 large retailers.

NOTES TO FINANCIAL STATEMENTS (continued)

The Company has outstanding mortgage loan commitments at December 31, 1996, of
approximately $67.9 million.

As of December 31, 1996, the carrying value of investments that produced no
income for the previous twelve month period was $9.7 million.

3. Insurance Liabilities:
At December 31, 1996 and 1995, insurance liabilities consisted of the following:

(in
millions)
- -------------------------------------------------------------------------------------------------------------------------------
Mortality
Interest
Withdrawal or morbidity
rate
assumption assumption assumption
1996 1995
- -------------------------------------------------------------------------------------------------------------------------------
Future policy benefits:
Participating whole life contracts Company experience Company experience 2.5% to 6.0% $ 554.9
$ 520.0
Universal life-type contracts N/A N/A N/A
352.0 334.9
Other individual life contracts Company experience Company experience 6.8% to 10.0%
183.6 160.3
Accident and health N/A N/A N/A
43.7 43.3
Annuity products N/A N/A N/A
4,397.1 4,546.8
Group life and health N/A N/A N/A
157.3 150.5
Other policyowner funds N/A N/A N/A
176.2 171.7
Pending policy owner claims N/A N/A N/A
137.6 130.4
- -------------------------------------------------------------------------------------------------------------------------------
Total insurance liabilities $ 6,002.4
$ 6,057.9
===============================================================================================================================

Participating life insurance policies under generally accepted accounting
principles represent approximately 11% and 12% of the total individual life
insurance in force at December 31, 1996 and 1995, respectively. Participating
policies represented approximately 40% of life premium income for both 1996 and
1995. The amount of dividends to be paid is determined annually by the Board of
Directors.

4. Employees' and Agents' Benefit Plans:

The Company has a noncontributory defined benefit pension plan covering
substantially all employees. Company contributions to the employee plan are made
annually in an amount between the minimum ERISA required contribution and the
maximum tax-deductible contribution. Contributions made to the Plan were $2.4
million in 1996 and $2.2 million in 1995. The net periodic pension cost was $.6
million and $1.6 million for the year ended December 31, 1996 and 1995,
respectively. This includes service cost of $3.5 million and $.8 million,
interest cost of $1.4 million and $1.3 million, and return on plan assets of
$4.3 million and $.5 million for the year ended December 31, 1996 and 1995,
respectively.

The following benefit information for the employees' defined benefit plan was
determined by outside actuaries as of January 1, 1996 and 1995, respectively,
the most recent actuarial valuation dates.

1996 (in millions) 1995
- -----------------------------------------------------------------------------
Actuarial present value of accumulated benefits for the employees' defined
benefit plan:
Vested $ 20.1 $ 18.2
Nonvested .2 .2
- -----------------------------------------------------------------------------
$ 20.3 $ 18.4
- -----------------------------------------------------------------------------
Related net assets available for plan
benefits $ 28.8 $ 25.1
- ------------------------------------------------------------------------------

The Company has a defined contribution plan covering employees who have
completed one full calendar year of service. Annual contributions are made by
the Company in amounts based upon the Company's financial results. Company
contributions to the plan during 1996 and 1995 were $1.7 million and $1.2
million, respectively.

NOTES TO FINANCIAL STATEMENTS (continued)

The Company has a defined contribution pension plan and a 401(k) plan covering
substantially all of the agents, except general agents. Contributions of 3%
defined commissions (plus 3% for commissions over the Social Security wage base)
are made to the pension plan. An additional contribution of 3% of defined
commissions are made to a 401(k) plan. Company contributions expended for these
plans for 1996 and 1995 were $612,000 and $606,000, respectively.

The funds for all plans are held by the Company under deposit administration and
group annuity contracts.

The Company also provides certain health care and life insurance benefits
(postretirement benefits) for retired employees and certain agents (retirees).
Substantially all employees and agents may become eligible for such benefits if
they reach retirement age while working for the Company.

The net periodic postretirement benefit cost was $956,000 and $986,000 for the
year ended December 31, 1996 and 1995, respectfully. This includes service cost
of $255,000 and $253,000, interest cost of $645,000 and $688,000, amortization
of unrecognized loss of $56,000 and $45,000 for the year ended December 31, 1996
and 1995, respectively.

Accrued postretirement benefits as of December 31 were as follows:

1996 (in millions) 1995
- -----------------------------------------------------------------------------
Accumulated postretirement benefit obligation (APBO):
Retirees and their dependents $ 4.6 $ 5.6
Active employees fully eligible to retire
and receive benefits 2.6 2.4
Active employees not fully eligible 2.7 1.3
Unrecognized loss (1.0) (1.5)
- -----------------------------------------------------------------------------
Total APBO $ 8.9 $ 7.8
- -----------------------------------------------------------------------------

The assumed discount rate used in determining the accumulated postretire- ment
benefit was 7.25% and the assumed health care cost trend rate was 10% graded to
6% over 50 years. Compensation rates were assumed to increase 6% at each year
end. The health coverage for retirees and 65 and over is capped in the year
2000. The health care cost trend rate assumption has an effect on the amounts
reported. An increase in the assumed health care cost trend rates by one
percentage point would increase the accumulated postretirement benefit
obligation as of December 31, 1996 by $178,000 and increase the accumulated
postretirement benefit cost for 1996 by $77,000.

5. Federal Income Taxes:

A reconciliation of the income tax attributable to continuing operations
computed at U.S. federal statutory tax rates to the income tax expense included
in the statement of operations follows:

for years ended December 31, 1996 and 1995 1996 (in millions) 1995
- -----------------------------------------------------------------------------
Income tax computed at statutory tax rate $ 30.3 $ 27.4
Bond discount accrual and investment (4.0) (4.0)
Mutual company differential earnings amount 7.5 3.4
Other .6 5.9
- -----------------------------------------------------------------------------
Federal income tax $ 34.4 $ 32.7
- -----------------------------------------------------------------------------

The components of the provision for income taxes on earnings included current
tax provisions of $32.6 million and $25.7 million for the year ended December
31, 1996 and 1995, respectively, and deferred tax expense of $1.8 million and
$7.0 million for the year ended December 31, 1996 and 1995, respectively.

NOTES TO FINANCIAL STATEMENTS (continued)

Deferred income tax assets (liabilities):

1996 (in millions) 1995
- -----------------------------------------------------------------------------
Deferred policy acquisition costs $(110.9) $ (104.5)
Investments (8.1) (16.6)
Insurance liabilities 139.0 132.5
Unrealized appreciation of securities (11.2) (28.6)
Other (4.9) 5.5
- -----------------------------------------------------------------------------
Deferred income tax assets (liabilities) $ 3.9 $ (11.7)
- -----------------------------------------------------------------------------

Federal income taxes paid were $39.0 million and $18.2 million for 1996 and
1995, respectively.

6. Reinsurance:

The Company is a party to various reinsurance contracts under which it receives
premiums as a reinsurer and reimburses the ceding companies for portions of the
claims incurred. At December 31, 1996 and 1995, life reinsurance assumed was
approximately 67% and 65%, respectively, of life insurance in force.

The Company cedes that portion of the total risk on an individual life in excess
of $1,000,000. For accident and health and disability policies, the Company has
established various limits of coverage it will retain on any one policy owner
and cedes the remainder of such coverage.

Certain statistical data with respect to reinsurance follows:

for years ended December 31, 1996 and 1995 1996 (in millions) 1995
- -----------------------------------------------------------------------------
Direct statutory premiums $ 353.1 $ 352.3
Reinsurance assumed 214.8 209.7
Reinsurance ceded 109.8 103.8
- -----------------------------------------------------------------------------
Net premiums 458.1 458.2
- -----------------------------------------------------------------------------
Reinsurance recoveries $ 73.5 $ 77.3
- -----------------------------------------------------------------------------

The Company accounts for all reinsurance agreements as transfers of risk. If
companies to which reinsurance has been ceded are unable to meet obligations
under the reinsurance agreements, the Company would remain liable. Five
reinsurers account for approximately 64% of the Company's December 31, 1996
ceded reserves for life and accident and health insurance. The remainder of such
ceded reserves is spread among numerous reinsurers.

7. Surplus Notes and Lines of Credit:

On February 16, 1996, the Company issued $75 million of Surplus Notes, due March
30, 2026. Interest is payable semi-annually on March 30, and September 30 at a
7.75% annual rate. Any payment of interest on or principal of the Notes may be
made only with the prior approval of the Commissioner of the Indiana Department
of Insurance. The Surplus Notes may not be redeemed at the option of AUL or any
holder of the Surplus Notes. Interest paid during 1996 was $3.6 million. The
Company has available a $125 million committed credit facility. No amounts have
been drawn as of December 31, 1996.

8. Commitments and Contingencies:

Various lawsuits have arisen in the ordinary course of the Company's business.
In each of the matters, the Company believes the ultimate resolution of such
litigation will not result in any material adverse impact to operations or
financial condition of the Company.

NOTES TO FINANCIAL STATEMENTS (continued)

9. Statutory Information:

The Company and its affiliate, State Life, prepare statutory financial
statements in accordance with accounting principles and practices prescribed or
permitted by the Indiana Department of Insurance. Prescribed statutory
accounting practices (SAP) currently include state laws, regulations and general
administrative rules applicable to all insurance enterprises domiciled in a
particular state, as well as practices described in National Association of
Insurance Commissioners'(NAIC) publications.

A reconciliation of SAP surplus to GAAP surplus at December 31 follows:

for years ended December 31, 1996 and 1995 1996 (in millions) 1995
- -----------------------------------------------------------------------------
SAP Surplus $ 407.9 $ 309.1
Deferred policy acquisition costs 362.7 343.2
Adjustments to policy reserves (278.3) (285.0)
Asset valuation and interest maintenance
reserves 106.4 105.2
Unrealized gain on invested assets 17.4 49.9
Surplus notes (75.0) ----
Deferred income taxes 16.8 15.6
Other, net 14.9 10.9
- -----------------------------------------------------------------------------
GAAP surplus $ 572.8 $ 548.9
- -----------------------------------------------------------------------------

A reconciliation of SAP net income to GAAP net income for the years ended
December 31 follows:

for years ended December 31, 1996 and 1995 1996 (in millions) 1995
- -----------------------------------------------------------------------------
SAP Income $ 51.4 $ 44.2
Deferred policy acquisition costs 19.5 20.1
Adjustments to policy reserves (15.0) (10.7)
Deferred income taxes (1.5) (6.7)
Other, net (2.3) (1.3)
- -----------------------------------------------------------------------------
GAAP net income $ 52.1 $ 45.6
- -----------------------------------------------------------------------------

Life insurance companies are required to maintain certain amounts of assets on
deposit with state regulatory authorities. Such assets had an aggregate carrying
value of $4.5 million at December 31, 1996.

10. Fair Value of Financial Instruments:

The disclosure of fair value information about certain financial instruments
based primarily on quoted market prices. The fair values of short-term
investments and accrued investment income approximate the carrying amounts
reported in the balance sheets. Fair values for fixed maturity set and equity
securities, and surplus notes are based on quoted market prices where available.
For fixed maturity securities not actively traded, fair values are estimated
using values obtained from independent pricing services, or in the case of
private placements, are estimated by discounting expected future cash flows
using a current market rate applicable to the yield, credit quality and maturity
of the investments.

The fair value of the aggregate mortgage loan portfolio was estimated by
discounting the future cash flows using current rates at which similar loans
would be made to borrowers with similar credit ratings for similar maturities.

The estimated fair values of the liabilities for policyholder funds approximate
the statement values because interest rates credited to account balances
approximate current rates paid on similar funds are not generally guaranteed
beyond one year. Fair values for other insurance reserves are not required to be
disclosed. However, the estimated fair values for all insurance liabilities are
taken into consideration in the Company's overall management of interest rate
risk, which minimizes exposure to changing interest rates through the matching
of investment maturities with amounts due under insurance contracts. The fair
values of certain financial instruments along with their corresponding carrying
values at December 31, 1996 and 1995 follows.

- ---------------------------------------------------------------------------------------------------
1996 (in millions) 1995
Carrying Fair Carrying Fair
Amount Value Amount Value
- ---------------------------------------------------------------------------------------------------
Fixed maturity securities:
Available for sale $1,593.4 $1,593.4 $ 1,628.8 $ 1,628.8
Held to Maturity 3,013.6 3,144.6 2,982.4 3,255.6
Equity securities 15.2 15.2 19.0 19.0
Mortgage loans 1,114.6 1,186.3 1,124.7 1,229.1
Policy loans 143.5 143.5 141.6 141.6
Surplus notes 75.0 73.0 --- ----
- -------------------------------------------------------------------------------------------------

LIFE AND ACCIDENT AND HEALTH COMPANIES-ASSOCIATION EDITION

QUARTERLY STATEMENT
as of June 30, 1997

OF THE CONDITION AND AFFAIRS OF THE

AMERICAN UNITED LIFE INSURANCE COMPANY

NAIC Group Code: 0619 NAIC Company Code: 60895 Employer's ID Number: 35-0145825

Organized under SPECIAL ACT OF UNITED STATES CONGRESS, made to the

INSURANCE DEPARTMENT OF THE STATE OF

Pursuant to the Laws Thereof

Incorporated..................................................................................November 7, 1877
Commenced Business............................................................................November 7, 1877
Reincorporated........................................November 29, 1933 under the Laws of the State of Indiana
Statutory Home Office.........................................One American Square, Indianapolis, Indiana 46204
Main Administrative Office.......................One American Square Indianapolis, Indiana 46204 (317)263-1877
Mail Address.....................................................P.O. Box 368 Indianapolis, Indiana 46206-0368
Primary Location of Books and Records. ....... . One American Square Indianapolis, Indiana 46204 (317)263-1877
Annual Statement Contact................................................Catherine B. Husman, FSA (317)263-1877 ext 1685

OFFICERS
Jerry Doran Semler, Chairman of the Board, President and Chief Executive Officer

Ray Stephen Radcliffe, FSA Jerry Lee Plummer William Russell Brown
Executive Vice President Senior Vice President General Counsel and Secretary
John Hardin Barbre George David Sapp Jack E Hufford
Senior Vice President Senior Vice President Treasurer
Charles David Lineback James Patrick Shanahan Catherine Bigot Husman, FSA
Senior Vice President Senior Vice President Vice President and Chief Actuary
James William Murphy Gerald Thomas Walker Scott Alex Kincaid
Senior Vice President Senior Vice President VP and Chief Information Officer
Larry Sweany
Controller

DIRECTORS OR TRUSTEES

Jerry Doran Semler, Chairman Otto Nicholas Frenzel III Thomas Edward Reilly, Jr.
Steven Claus Beering, M.D. David William Goodrich William Ray Riggs
Arthur Lee Bryant, FSA William Patrick Johnson Yvonne Hawrany Shaheen
James Milton Cornelius James Thomas Morris Frank Dilling Walker
James Earl Dora Ray Stephen Radcliffe, FSA

State of Indiana
County of Marion

Jerry D. Semler, Chairman of the Board, President and Chief Executive Officer,
and Larry Sweany, Controller, of the American United Life Insurance Company,
being duly sworn each for himself deposes and says that they are the above
described officers of the said insurer and that on the thirtieth day of June
1997, all of the herein described assets were the absolute property of the said
insurer free and clear from any liens or claims thereon, except as herein
stated, and that this statement is a full and true statement of all the assets
and liabilities and of the condition and affairs of the said insurer as of the
thirtieth day of June 1997, and of its income and deductions therefrom for the 6
months ended on that date, according to the best of their information, knowledge
and belief, respectively.

This statement is to be subscribed and sworn to by two of the Company's
Executive Officers and a statement of actuarial opinion as prescribed by the
instructions of the annual statement is to be subscribed and sworn to by an
actuary. Show titles of officers.

\s\ Jerry D. Semler \s\ Catherine B. Husman \s\Larry Sweany
Chairman of the Board Vice President & Controller
President and Chief Executive Officer Chief Actuary

Subscribed and sworn to before me this 5th day of August 1997 (A) Is this an original filing Yes (X) No( )
\s\ Rita M. Gentry (B) If no: (i) state the amendment no. _____
Rita M. Gentry, County of Residence: Marion (ii) Date filed _____
Notary public Commission expires May 25, 2001 (iii) number of paper attached ____

STATEMENT AS OF JUNE 30,1997
OF THE
American United Life Insurance Company
ASSETS

Current Statement Date

1 2 3 4 5
December 31
Net Admitted Assets Prior Year Net

Ledger Assets Non-Ledger Assets Asset not Admitted (Cols. l+2-3) Admitted Assets
Admitted Assets
1. Bonds (Less $..liability for
asset transfers with put
options)...................4,287,885,441..................................................4,287,885,441......4,303,935,308
2. Stocks:
2.1 Preferred stocks. ..........3,318,780.......................................... ...........3,318,780..........3,329,440
2.2 Common stocks..............37,410,141.....................................................37,410,141 .........7,671,445
3. Mortgage loans on real estate:
3.1 First liens.............1,073,416,360..................................................1,073,416,360......1,076,204,168
3.2 Other than first liens................................................................................................
4. Real estate:
4.1 Properties occupied by the company (less
$............encumbrances)....32,419,697............................................... .....32,419,697.........32,519,338
4.2 Properties acquired in satisfaction of debt (less
$............encumbrances).....6,895,972......................................................6,895,972..........3,010,724
4.3. Investment real estate (less
$............encumbrances)....42,753,863.....................................................42,753,863.........43,385,989
5. Policy loans..................120,611,367....................................................120,611,367........121,679,425
6. Premium notes, including $ ..................
for first year premiums...................................................................................................
7. Collateral loans.........................................................................................................
8. Cash ($.....(8,303,709) )and short-term
investments ($.15,080,000)......6,776,291......................................................6,776,291.........56,818,050
9. Other invested assets..........39,136,246.....................................................39,136,246.........37,564,840
10. Aggregate write-ins for invested
assets.........................14,740,925.....................................................14,740,925.........15,928,607
11. Subtotals, cash and invested assets
(Lines 1 to ................5,665,365,084.............................................(a)..5,665,365,084......5,702,047,334
12. Reinsurance ceded:
12.1 Amounts recoverable from reinsures........4,093,437.......................................4,093,437..............(299)
12.2 Commissions and expense allowances due....1,217,674.......................................1,217,674............929,302
12.3 Experience rating and other refunds due...............................................................................
13. Electronic data processing
equipment......................11,829,757............................3,822,569.................8,007,187..........8,644,813
14. Federal income tax recoverable.............................................................................................
15. Life insurance premiums and annuity
considerations deferred and uncollected on in
force (Less premiums on reinsurance ceded
and less $.....1,879,042 loading).............56,737,736......................................56,737,736.........48,593,271
16. Accident and health premiums due and
unpaid........................................15,031,248......................................15,031,248.........15,489,951
17. Investment income due and
accrued.......................................80,478,086......................................80,478,086.........77,148,500
18. Net adjustment in assets and liabilities due to
foreign exchange rates.....................................................................................................
19. Receivable from parent, subsidiaries and
affiliates.................................................................................................................
20. Amounts receivable relating to uninsured accident
and health plans...........................................................................................................
21. Other assets nonadmitted.......12,430,830...........................12,430,830.............................................
22. Aggregate write-ins for other than invested
assets.........................41,063,209.......1,003,136............3,877,447................38,188,898.........47,267,781
23. Total assets excluding Separate Accounts
Business (Lines 11 to 23)...5,730,688,879.....158,561,316...........20,130,846.............5,869,119,350......5,900,120,653
24. From Separate Accounts
Statement...................1,368,071,563..................................................1,368,071,563......1,078,742,955
25. Total (Lines 23 and 24).....7,098,760,442.....158,561,316............20,130,846............7,237,190,913......6,978,863,608
DETAILS OF WRITE-INS

1001. Securities receivable.......14,740,925......................................................14,740,925.........15,928,607
1002...........................................................................................................................
1003...........................................................................................................................
1098. Summary of remaining write-ins for Line 10 from
overflow page............................................................................................................
1099. Totals (Lines 1001 thru 1003 plus 1098)
(Line 10 above).............14,740,925......................................................14,740,925.........15,928,607
2201. Reinsurance accounts
receivable..................30,792,093........806,662.......................................31,598,755.........40,666,127
2202. State ins guarantee fund assess
rec..........................6,393,669.......................................................6,393,669..........6,586,289
2203. Miscellaneous Group Income
accrued.......................................196,474..........................................196,474.............15,365
2298. Summary of remaining write-ins for Line 22 from
overflow page................3,877,447...............................3,877,447...........................................
2299. Totals (Lines 2201 thru 2203 plus 2298)
(Line 22 above).............41,063,209.......1,003,136...............3,877,447..............38,188,898.........47,267,781
(a) Includes $.................388,386 investments in parent, subsidiaries and affiliates.

STATEMENT AS OF JUNE 30,1997 OF THE American United Life Insurance Company

LIABILITIES, SURPLUS AND OTHER FUNDS

1 2
Current December 31
Statement Date Prior Year
- ---------------------------------------------------------------------------------------------------------------------------------
1. Aggregate reserve for life policies and contracts $..4,963,661,052 less $
included in Line 7.3 (including $........................ Modco Reserve)........4,963,661,052..........5,038,731,624
2. Aggregate reserve for accident and health policies
(including $ ...Modco Reserve)......................................................116,726,026.............84,047,607
3. Supplementary contracts without life contingencies (including $..Modco
Reserve).............................................................................1,694,554...............1,830,721
4. Policy and contract claims:
4.1 Life...........................................................................36,421,111..............39,129,522
4.2 Accident and health............................................................56,094,408..............53,456,864
5. Policyholders' dividend and coupon accumulations....................................59,724,999..............59,756,505
6. Policyholders' dividends $.1,974,971 and coupons$...due and unpaid...................1,974,971...............2,310,276
7. Provision for policyholders' dividends and coupons payable in following calendar year - estimated
amounts:
7.1 Dividends apportioned for payment to December 31, 1997........................18,275,271..............17,996,904
7.2 Dividends not yet apportioned..................................................2,299,015...............2,417,404
7.3 Coupons and similar benefits....................................................................................
8. Amount provisionally held for deferred dividend policies not incldued in Line 7.......................................
9. Premiums and annuity considerations received in advance less $ ....discount; including
$............................... 1,775 accident and health premiums...................376,302................ 271,251
10. Liability for premium and other deposit funds:
10.1 Policyholder premiums, including $...deferred annuity liability...............2,517,603...............2,544,378
10.2 Guaranteed interest contracts including $.....deferred annuity liability.......................................
10.3 Other contract deposit funds, including $.....29,040,306 deferred annuity
liability....................................................................37,991,701..............36,326,162
11. Policy and contract liabilities not included elsewhere:
11.1 Surrender values on canceled policies..........................................618,959.................779,703
11.2 Provision for experience rating refunds,
including $.accident and health experience rating refunds.....................................................
11.3 Other amounts payable on reinsurance assumed...............................(3,415,628)........................
11.4 Interest maintenance reserve................................................26,215,362..............25,778,475
12. Commissions to agents due or accrued-life and annuity
$2,225,139 accident and health $....................790,566..................3,015,705...............2,153,464
12A. Commissions and expense allowances payable on reinsurance
assumed......................................................................2,079,814...............1,142,197
13. General expenses due or accrued.....................................................1,371,905...............1,371,905
13A. Transfers to Separate Accounts due or accrued (net) (including $............
(51,054,828) accrued for expense allowances recognized in reserves).........(51,292,476)............(40,141,291)
14. Taxes, licenses and fees due or accrued, excluding federal income taxes.............10,867,879.............11,005,820
14A Federal income taxes due or accrued, including $.on capital gains
(excluding deferred taxes)...........................................................5,189,556..............9,438,705
15. "Cost of collection"' on premiums and annuity considerations deferred and
uncollected in excess of total loading thereon......................................2,839,925..............2,004,056
16. Unearned investment income...........................................................2,852,838..............2,853,678
17. Amounts withheld or retained by company as agent or trustee.........................18,206,063.............15,289,169
18. Amounts held for agents' account including $..2,312,195 agents' credit balances......2,312,195..............2,267,239
19. Remittances and items not allocated.................................................35,352,395.............31,265,448
20. Net adjustment in assets and liabilities due to foreign exchange rates...............................................
21. Liability for benefits for employees and agents if not included above................................................
22. Borrowed money $....... and interest thereon $............................unpaid.....................................
24. Miscellaneous liabilities:
24.1 Asset valuation reserve......................................................73,020,834.............73,352,970
24.2 Reinsurance in unauthorized companies....................... ...................200,843................400,674
24.3 Funds held under reinsurance treaties with unauthorized einsurer..............1,460,792..............1,308,829
24.4 Payable to parent, subsidiaries and affiliates................................................................
24.5 Drafts outstanding...............................................................13,153...............(276,634)
24.6 Liability for amounts held under uninsured accident and health plans..........................................
24.7 Funds held under coinsurance..................................................................................

25. Aggregate write-ins for liabilities .................................................33,594,712.............33,494,208
26. Total Liabilities excluding Separate Accounts business (Lines 1 to 25)............5,462,261,840..........5,512,307,833
27. From Separate Accounts Statement..................................................1,368,071,563..........1,078,742,955
28. Total Liabilities (Lines 26 and 27)...............................................6,830,333,403..........6,591,050,788
29. Common capital stock..................................................................................................
30. Preferred capital stock...............................................................................................
31. Aggregate write-ins for other than special surplus funds..............................................................
32. Surplus notes........................................................................75,000,000.............75,000,000
34. Aggregate write-ins for special surplus funds.........................................................................
35. Unassigned funds (surplus)..........................................................331,857,510............312,812,820
36. Less treasury stock, at cost:
(1) ................shares common (value included in Line 29 $........................)..............................
(2) ................shares preferred (value included in Line 30 $.......................)............................
37. Surplus (total Lines 31 + 32 + 33 + 34 + 35- 36) (including $...
in Separate Accounts Statement).....................................................406,857,510............387,812,820
38. Totals of Lines 29, 30 and 37.......................................................406,857,510............387,812,820
39. Totals of Lines 28 and 38.........................................................7,237,190,913..........6,978,863,608
DETAILS OF WRITE-INS
2501. Accounts payable....................................................................7,611,474..............9,207,266
2502. Amounts due reinsures..............................................................16,176,925.............14,454,817
2503. Reserve for unclaimed funds...........................................................200,139................217,738
2598. Summary of remaining write-ins for Line 25 from overflow page.......................9,606,175..............9,614,387
2599. Totals (Lines 2501 thru 2503 plus 2598)(Line 25 above).............................33,594,712.............33,494,208
3101.......................................................................................................................
3102.......................................................................................................................
3103.......................................................................................................................
3198. Summary of remaining write-ins for Line 31 from overflow page.......................................................
3199. Totals (Lines 3101 thru 3103 plus 3198)(Line 31 above)..............................................................
3401.......................................................................................................................
3402.......................................................................................................................
3403.......................................................................................................................
3498. Summary of remaining write-ins for Line 34 from overflow page.........................................................
3499. Totals (Lines 3401 thru 3403 plus 3498)(Line 34 above)................................................................

STATEMENT AS OF JUNE 30,1997 OF THE American United Life Insurance Company
SUMMARY OF OPERATIONS
(Excluding Unrealized Capital Gains and Losses)

1 2 3

Current Year Prior Year Prior Year Ended
To Date Year to Date December 31

1. Premiums and annuity consideration...............................220,109,053.............215,109,735........425,488,077
1A. Deposit-type funds...............................................293,230,324.............258,409,176........537,242,735
2. Considerations for supplementary contracts with life
contingencies...................... ..................................38,347..................85,071............160,426
3. Considerations for supplementary contracts without life
contingencies and dividend accumulations..............................47,219..................37,997.............39,426
3A. Coupons left to accumulate at interest..................................................................................
4. Net investment income (includes $ ... equity in undistributed
income or loss of subsidiaries)..................................220,291,924.............223,441,998.........448,627,558
4A. Amortization of interest maintenance reserve (IMR).................2,031,083...............1,483,280...........3,367,820
4B. Net gain from operations from Separate Accounts Statement................................................................
5. Commissions and expenses ceded.....................................6,577,797...............6,654,240..........12,586,492
5A. Reserve adjustments on reinsurance ceded...........................1,489,326...............1,227,551...........2,566,330
6. Aggregate write-ins for miscellaneous income.......................2,010,769...............1,043,587............2,649,798
7. Totals (Lines 1 to 6)............................................745,825,841.............707,492,635........1,432,728,663
8. Death benefits....................................................64,144,842..............64,899,005..........122,653,076
9. Matured endowments (excluding guaranteed annual pure
endowments)..........................................................370,613.................345,895..............860,327
10. Annuity benefits..................................................48,652,698..............47,714,721...........96,514,839
11. Disability benefits and benefits under accident and health
policies..........................................................38,163,104..............33,174,904...........71,435,992
11A. Coupons, guaranteed annual pure endowments and similar
benefits.................................................................................................................
12. Surrender benefits and other fund withdrawals....................325,438,669.............295,672,482..........608,245,645
13. Group conversions......................................................7,847...................5,806...............11,489
14. Interest on policy or contract funds...............................2,142,870...............3,107,321............6,289,171
15. Payments on supplementary contracts with life
contingencies........................................................219,489.................165,581..............361,424
16. Payments on supplementary contracts without life contingencies and of dividend
accumulations........................................................238,352.................287,755..............493,379
16A. Accumulated coupon payments..............................................................................................
17. Increase in aggregate reserves for life and accident and health
policies and contracts...........................................(42,392,154)............(44,984,518).........(76,383,555)
17A. Increase in liability for premium and other deposit funds. .........(921,635)..............1,001,596.............2,488,128
18. Increase in reserve for supplementary contracts without life contingencies and for dividend
and coupon accumulation............................................(136,167)..............(193,221).............(360,916)
19. Totals (Lines 8 to 18)............................................435,928,528...........401,197,327............832,608,999
20. Commissions on premiums and annuity considerations (direct business
only)..............................................................27,458,447............25,400,388.............51,010,048
21. Commissions and expense allowances on reinsurance assumed..........19,879,088............17,308,662.............35,242,773
22. General insurance expenses.........................................53,551,050............44,056,850.............95,822,094
23. Insurance taxes, licenses and fees, excluding federal income
taxes..............................................................5,218,566.............4,627,213..............8,092,695
24. Increase in loading on and cost of collection in excess of loading
on deferred and uncollected premiums..................................(75,120)...............58,616................466,801
24A. Net transfers to or (from) Separate Accounts.......................181,410,734..........176,444,161............309,402,914
25. Aggregate write-ins for deductions................................(27,175,186).........(12,540,332)............(2,904,278)
26. Totals (Lines 19 to 25)...........................................696,196,108...........656,552,885..........1,329,742,045
27. Net gain from operations before dividends to policyholders
and before federal income taxes (Line 7 minus Line 26).............49,629,734............50,939,750............102,986,618
28. Dividends to policyholders.........................................12,154,929............12,123,550.............22,230,819
29. Net gain from operations after dividends to policyholders
and before federal income taxes (Line 27 minus Line 28)...........37,474,805............38,816,200.............80,755,799
30. Federal income taxes incurred (excluding tax on capital
gains).............................................................14,784,369............12,538,633.............28,219,209
31. Net gain from operations after dividends to policyholders and
federal income taxes and before realized capital gains or (losses)
(Line 29 minus Line 30)............................................22,690,436............26,277,567.............52,536,590

32. Net realized capital gains or (losses) less capital gains tax
and transferred to the IMR.........................................(2,323,015)..........(1,123,662).............(3,262,974)
33. Net income (Line 31 plus Line 32)...................................20,367,421..........25,153,905..............49,273,616
CAPITAL AND SURPLUS ACCOUNT
34. Capital and surplus, December 31, prior year.......................387,812,820.........289,363,821.............289,363,821
35. Net income (Line 33)...............................................20,367,421..........25,153,905..............49,273,616
36. Change in net unrealized capital gains or (losses).....................178,588...........1,742,834...............1,673,030
37. Change in non-admitted assets and related items....................(2,033,287)..........(2,418,881).............(4,471,464)
38. Change in liability for reinsurance in unauthorized companies..........199,831............(152,628)................(46,919)
39. Change in reserve on account of change in valuation basis,
(increase) or decrease..........................................................................................(19,014,847)
40. Change in asset valuation reserve......................................332,136..........(3,374,358).............(1,592,868)
41. Change in treasury stock..................................................................................................
42. Other changes in surplus in Separate Accounts Statement...................................................................
43. Capital changes:
a. Paid in..............................................................................................................
b. Transferred from surplus (Stock Dividend).............................................................................
c. Transferred to surplus................................................................................................
44. Surplus adjustment
a. Paid in..............................................................................................................
b. Transferred to capital (Stock Dividend)...............................................................................
c. Transferred from capital..............................................................................................
d. Change in surplus as a result of reinsurance..........................................................................
45. Dividends to stockholders................................................................................................
46. Aggregate write-ins for gains and losses in surplus.....................................75,000,000..............72,628,452
47. Net change in capital and surplus for the year (Lines 35 thru 46)....19,044,689.........95,950,872..............98,448,999
48. Capital and surplus, as of statement date (Lines 34+ 47)............406,857,509........385,314,693.............387,812,820
DETAILS OF WRITE-INS
0601. Miscellaneous income.................................................2,010,769..........1,043,587...............2,649,798
0602...........................................................................................................................
0603...........................................................................................................................
0698. Summary of remaining write-ins for Line 6 from overflow page...........................................................
0699. Totals (Lines 0601 thru 0603 plus 0698),(Line 6 above)...............2,010,769..........1,043,587...............2,649,798
2501. Liability gains (losses)subject to IMR amortization...................................(2,612,422).............(2,612,422)
2502. Reserve adjustments on reinsurance assumed........................(26,575,714)...........(6,485)...............(204,510)
2503. Transfer of health reserves...........................................(599,972).........(520,697).............(1,082,363)
2598. Summary of remaining write-ins for Line 25 from overflow page...... ...... 500........(9,400,728)................995,017
2599. Totals (Lines 2501 thru 2503 plus 2598)(Line 25 above).............(27,175,186)......(12,540,332).............(2,904,278)
4601. Issuance of surplus notes.............................................................75,000,000..............75,000,000
4602. Transfer to separate account for reserve revaluation.........................................................(1,361,473)
4603. APBO calculation error..................................................................................................
4698. Summary of remaining write-ins for Line 46 from overflow page ...............................................(1,010,074)
4699. Totals (Lines 4601 thru 4603 plus 4698)(Line 46 above)................................75,000.000..............72,628,453

STATEMENT AS OF JUNE 30,1997 OF THE AmericanUnited Life Insurance Company

CASH FLOW

1 2
Current Year Prior Year Ended
Cash for Operations to Date December 31

1. Premiums and annuity considerations.........................................219,694,530............419,170,789
2. Deposit-type funds..........................................................286,994,509............526,298,866
3. Considerations for supplementary contracts with life
contingencies....................................................................38,347................160,426
4. Considerations for supplementary contracts without life contingencies and
dividend accumulations..........................................................47,219.................39,425
5. Coupons left to accumulate at interest........................................................................
6. Net investment income.......................................................219,564,247............455,471,134
7. Commissions and expense allowances on reinsurance ceded.......................8,069,263.............13,906,271
8. Aggregate write-ins for miscellaneous
income......................................................................25,576,296...............3,556,563
9. Total (Lines 1 to 8)............................................ ..........759,984,411...........1,418,603,474
10. Death benefits..............................................................69,145,866.............122,253,453
11. Matured endowments.............................................................370,613.................860,327
12. Annuity benefits............................................................48,699,137..............96,620,686
13. Disability benefits and benefits under accident and health
policies....................................................................37,277,957..............63,819,047
14. Coupons, guaranteed annual pure endowments and similar
benefits......................................................................................................
15. Surrender benefits and other fund withdrawals..............................325,553,014.............608,898,269
16. Group conversions................................................................7,847..................11,489
17. Interest on policy or contract funds.........................................2,163,120...............6,177,620
18. Payments on supplementary contracts with life contingencies....................221,158.................359,756
19. Payments on supplementary contracts without life contingencies and
dividend accumulations........................................................238,972.................494,626
20. Accumulated coupon payments...................................................................................
21. Total (Lines 10 to 20).....................................................483,677,684.............899,495,273
22. Commissions on premiums and annuity considerations..........................26,596,206..............51,254,194
23. Commissions and expense allowances on reinsurance assumed...................18,941,472..............34,836,980
24. General insurance expenses..................................................53,551,050..............95,573,946
25. Insurance taxes, licenses and fees, excluding federal income taxes...........6,017,700...............9,396,880
26. Net transfers to or (from) Separate Accounts...............................192,561,919..............328,677,755
27. Aggregate write-ins for deductions............................................2,907,441...............4,625,125
28. Total (Lines 21 to 27)......................................................784,253,471...........1,423,860,153
29. Dividends paid to policyholders..............................................12,330,256..............20,963,866
30. Federal income taxes (excluding tax on capital gains)........................19,033,518..............34,103,028
31. Total (Lines 28 to 30)......................................................815,617,245...........1,478,927,047
32. Net cash from operations (Line 9 minus Line 31).............................(55,632,834)...........(60,323,573)
Cash from Investments
33. Proceeds from investments sold, matured or repaid:
33.1 Bonds...................................................................236,374,132............589,808,355
33.2 Stocks...................................................................29,663,112..............28,610,205
33.3 Mortgage loans...........................................................45,929,528............171,820,125
33.4 Real estate.................................................................482,627..............3,065,091
33.5 Collateral loans..........................................................................................
33.6 Other invested assets...........................................................................15,305,387
33.7 Net gains or (losses) on cash and short -term investments.....................(123)...................(77)
33.8 Miscellaneous proceeds....................................................1,187,682.......................
33.9 Total investment proceeds (Lines 33.1 to 33.8)...........................13,636,958.............808,609,087
34. Net tax on capital gains (losses)..............................................(885,919)...............3,670,335
35. Total (Line 33.9 minus Line 34)..............................................314,522,877.............804,938,752

36. Cost of investments acquired (Long-term only):
36.1 Bonds...................................................................213,651,217.............619,035,335
36.2 Stocks...................................................................58,559,000..............19,053,279
36.3 Mortgage loan............................................................52,456,149.............158,974,250
36.4 Real estate...............................................................1,401,447...............4,640,692
36.5 Collateral loans...........................................................................................
36.6 Other invested assets....................................................1,578,840...............28,920,874
36.7 Miscellaneous applications........................................................................2,649,278
36.8 Total investments acquired (Lines 36.1 to 36.7)........................327,646,653..............833,273,708
37. Net increase (or decrease) in policy loans and premium notes................(1,068,058)................1,396,227
38. Net cash from investments (Line 35 minus Line 36.8 minus (plus) Line 37)...(12,055,717)..............(29,731,183)
Cash from Financing and Miscellaneous Sources
39. Cash provided:
39.1 Surplus notes, capital and surplus paid in........................................................75,000,000
39.2 Borrowed money $.................. less amounts repaid $..................................................
39.3 Other cash provided.....................................................20,681,259................26.642,878
39.4 Total other cash provided (Lines 39.1 to 39.3)..........................20,681,259...............101,642,878
40. Cash applied:
40.1 Dividends to stockholders paid...............................................................................
40.2 Interest on indebtedness.....................................................................................
40.3 Other applications (net).................................................3,034,467.................26,979,594
40.4 Total (Lines 40.1 and 40.3)..............................................3,034,467.................26,979,594
41. Net cash from financing and miscellaneous sources (Line 39.4 minus Line 41)..7,646,792.................74,663,284

RECONCILIATION OF CASH AND SHORT-TERM INVESTMENTS

42. Net change in cash and short term investments (Line 32, plus Line 38, plus Line
40.4)......................................................................(50,041,759)...............(15,391,472)
43. Cash and short-term investments:
43.1 Beginning of year.......................................................56,818,050................72,209,522
43.2 End of period (Line 42 plus Line 43.1)...................................6,776,291................56,818,050

DETAILS OF WRITE-INS

0801. Miscellaneous income........................................................1,829,660.................2,634,433
0802. Transfers of health reserves..................................................599,972...................884,687
0803. Reserve adjustment on reinsurance assumed..................................23,146,664....................37,443
0898. Summary of remaining write-ins for Line 08 from overflow page..................................................
0899. Totals (Lines 0801 thru 0803 plus 0898) ( Line 08 above)...................25,576,296.................3,556,563
2701. Miscellaneous interests.....................................................2,906,941.................3,630,108
2702. Fines and penalties...............................................................500.......................289
2703. Group marketing service fee.............................................................................994,728
2798. Summary of remaining write-ins for Line 27 from overflow page..................................................
2799. Totals (Lines 2701 thru 2703 Plus 2798) (Line 27 above).....................2,907,441..................4,625,125

STATEMENT AS OF JUNE 30,1997 OF THE American United Life Insurance Company
RECONCILIATION OF LEDGER ASSETS

1 2
Current Prior Year Ended
Year to Date December 31
INCREASES IN LEDGER ASSETS

1. Premiums on life policies and annuity considerations............................168,594,277................320,802,367
1A Deposit-type funds..............................................................286,994,509................526,298,866
2. Accident and health cash premiums, including $...policy, membership and other
fees.............................................................................51,100,252.................98,368,422
3. Considerations for supplementary contracts with life contingencies...................38,347....................160,426
4. Considerations for supplementary contracts without life contingencies, including
$..........disability................................................................47,219.....................39,426
5. Dividends left with the company to accumulate at interest.............................................................
5A. Coupons left with the company to accumlate at interest................................................................
6. Gross investment income.........................................................231,690,014................479,728,581
7. Increase in capital and paid in or contributed surplus................................................................
8. Borrowed money gross $ .... less amount repaid $......................................................................
9. Commissions and expense allowances on reinsurance ceded...........................6,289,424.................12,384,884
9A. Reserve adjustments on reinsurance ceded..........................................1,779,838..................1,521,387
10. From sale or maturity of ledger assets............................................6,064,208.................15,982,297
11. By adjustment in book value of ledger assets........................................207,319..................2,010,188
12. Aggregate write-ins for increases in ledger assets...............................32,840,180................183,536,415
13. Total increases in Ledger Assets (Lines 1 through 12)...........................785,645,590..............1,640,833,259
DECREASES IN LEDGER ASSETS
14. Policy and contract claims:
14.1 Life........................................................................69,516,479................123,113,779
14.2 Accident and health.........................................................37,277,957.................63,819,049
15. For annuities with life contingencies, excluding payments
on supplementary contacts (including cash refundpayments)........................48,699,137.................96,620,686
16. Premium notes and liens voided by lapse, less $...............restorations............................................
17. Surrender benefits and other fund withdrawals...................................245,402,121................689,049,162
17A. Group conversions....................................................................7,847.....................11,489
17B. Interest on policy or contract funds.............................................2,163,120..................6,177,620
18. Dividends to policyholders:
18.1 Life insurance and annuities................................................11,221,142.................20,614,747
18.2 Accident and health..........................................................1,109,114....................349,119
18A. Coupons, guaranteed annual pure endowments and similar benefits......................................................
19. Total Paid Policyholders........................................................415,396,918................999,755,651
20. Paid for claim on supplementary contracts:
20.1 With life contingencies........................................................221,158....................359,756
20.2 Without life contingencies.....................................................238,972....................494,626
20.3 Total paid for claims an supplementary contracts (Lines 20.1 plus
20.2).........................................................................460,129....................854,382
21. Dividends and interest thereon held on deposit disbursed..............................................................
21A. Coupons and interest thereon held on deposit disbursed...............................................................
22. Commissions to agents (direct business only):
22.1 Life insurance and annuities, including $.......... 71,868 commuted
commissions..................................................................19,394,211.................38,029,253
22.2 Accident and health, including $...............14,857 commuted
commissions...................................................................7,201,995.................13,224,940
22.3 Policy, membership and other fees retained by agents..............................................................
22.4 Total commissions to agents (Lines 22.1 through 22.3)........................26,596,206.................51,254,193
22A Commissions and expense allowances on reinsurance assumed.........................18,941,472.................34,836,980
23. General expenses..................................................................60,656,369................109,722,786
23.1 Taxes, licenses and fees, excluding federal income taxes......................8,218,883.................13,995,404
23.2 Federal income taxes, including $................ (885,919) on capital gains
.................................................................................18,147,599.................37,773,363
24. Decrease in capital and paid in or contributed surplus.................................................................
25. Paid stockholders for dividends (cash $.......... stock $.............)................................................
26. Borrowed money repaid gross $.................. less amount borrowed $.................................................
27. Interest on borrowed money.............................................................................................
27A Net transfers to or (from) Separate Accounts......................................192,561,919...............328,677,755
28. From sale or maturity of Ledger assets..............................................6,805,172................10,036,637
29. By adjustment in book value of ledger assets........................................1,839,017.................3,974,340
30. Aggregate write-ins for decreases in ledger assets.................................80,243,704.................5,149,211
31. Total Decrease in Ledger Assets (Sum of Lines 19, 20.3, 21, 21A,
and 22.4 through 30)..............................................................829,867,388.............1,596,030,702
RECONCILIATION
32. Amount of ledger assets December 31st of prior year.............................5,774,910,678.............5,730,108,121
33. Increase or (decrease) in ledger assets (Line 13 minus Line 31)..................(44,221,798)................44,802,557
34. Total = LedgerAssets as of statement date......................................5,730,688,879..............5,774,910,678

DETAILS OF WRITE-INS

1201. Miscellaneous income...........................................................1,829,660....................2,634,433
1202. Increase in amounts withheld/retained as agent or trustee......................2,916,894.............................
1203. Increase in accounts payable................................................................................3,274,239
1298. Summary of remaining write-ins for Line 12 from overflow page.................28,093,625...................77,627,743
1299. Totals (Lines 1201 thru 1203 plus 1298)(Line 12 above)..................... .32,840,180..................183,536,415
3001. Decreasein amounts due reinsurers....................................................................................
3002. Miscellaneous interest.........................................................2,906,941....................3,630,108
3003. Decrease in suspense..........................................................75,791,759.............................
3098. Summary of remaining write-ins for Line 30 from overflow page..................1,545,004....................1,519,103
3099. Totals (Lines 3001 thru 3003 plus 3098)(Line 30 above)........................80,243,704....................5,149,211

STATEMENT AS OF JUNE 30,1997 OF THE AmericanUnited Life Insurance Company

OVERFLOW PAGE FOR WRITE-INS

LQ002 Additional Aggregate Lines for Page 02 Line 22.
*ASSETS
2204 Prepaid expenses...........................................2,990,178.......2,990,178..................................
2005 Autos less depreciation......................................887,269.........887,269..................................
2297 Summary of remaining write-ins from Line 21 from Page 02...3,877,447.......3,877,447..................................

LQ003 Additional Aggregate Lines for Page 03 Line 25.
*LIAB
2504. Interest on contract funds...............................................................343,779...............449,099
2505. Miscellaneous interest...................................................................231,530...............216,669
2506. Accumulated post retirement benefits liability........................................9,030,866.............8,948,619
2507........................................................................................................................
2508........................................................................................................................
2597. Summary of remaining write-ins for Line 25 from Page 03.................................9,606,175............9,614,387

LQ004 Addifional Aggregate Lines for Page 04 Line 25.
*SUMOPS
2405. Separate account transfer credits.....................................................(9,901,016)......................
2505. Marketing services fees..................................................................499,999................994,728
2506. Fines and penalties.............................................................500..........289...................289
2507........................................................................................................................
2597. Summary of remaining write-ins for Line 25 from Page 04.........................500...(9,400,728)...............995,017

LQ006 Additonal Aggregate Lines for Page 06 Line 12-
*RECON
1204. Reserve adjustments on reinsurance assumed.......................................................................37,442
1205. Increase in suspense.........................................................................................86,571,638
1206. Increase in ledger liabilities........................................................2,443,823........................
1207. Increase in amounts due reinsurers....................................................1,903,166..............15,133,976
1208. Transfer of health reserves.............................................................599,972.................884,687
1209. Increase in surplus notes balance............................................................................75,000,000
1210. Other adjustments on reinsurance assumed............................................23,146,664.........................
1297. Summary of remaining write-ins for Line 12 from Page 06.............................28,093,625..............177,627,743

LQ006 Addifional Aggregate Lines for Page 06 Line 30.
*RECON
3004. Reserve adjustments on reinsurance assumed............................................................................
3005. Fines and penalties.......................................................................500......................289
3006. Transfer of health reserves...........................................................................................
3007. Marketing services fees........................................................................................994,728
3008. Decrease in amounts withheld/retained as agent or trustee......................................................458,962
3009. Decrease in ledger liabilities..................................................................................65,124
3010. Decrease in accounts payable........................................................1,544,504.........................
3097. Summary of remaining write-ins for Line 30 from Page 06.............................1,545,504................1,519,103

LQ009 Adddaitional Aggregate Lines for Page 09 Line 18.
*SCBPT1SN1
1804. Sold to another investor...............................................................................................
1805. Loss on foreclosed mortgages........................................5,643,508..........................................
1897. Summary of remaining write-ins for line 18 from page 09.............5,643,508..........................................

PART II

Undertaking to File Reports

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

Rule 484 Undertaking
Article IX, Section 1 of the by-laws of American United Life Insurance
Company(R) ("AUL") provides as follows:

The corporation shall indemnify any director or officer or former
director or officer of the corporation against expenses actually and
reasonably incurred by him (and for which he is not covered by
insurance) in connection with the defense of any action, suit or
proceeding (unless such action, suit or proceeding is settled) in which
he is made a party by reason of being or having been such director or
officer, except in relation to matters as to which he shall be adjudged
in such action, suit or proceeding, to be liable for negligence or
misconduct in the performance of his duties. The corporation may also
reimburse any director or officer or former director or officer of the
corporation for the reasonable costs of settlement of any such action,
suit or proceeding, if it shall be found by a majority of the directors
not involved in the matter in controversy (whether or not a quorum)
that it was to the interest of the corporation that such settlement be
made and that such director or officer was not guilty of negligence or
misconduct. Such rights of indemnification and reimbursement shall not
be exclusive of any other rights to which such director or officer may
be entitled under any By-law, agreement, vote of members or otherwise.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Depositor pursuant to the foregoing provisions, or otherwise, the Depositor has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Depositor of expenses incurred
or paid by a director, officer or controlling person of the Depositor 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 Depositor will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Section 26(e)(2) Representation

AUL, the sponsoring insurance company of the AUL American Individual
Variable Life Unit Trust, hereby represents that the fees and charges deducted
under the Policies are reasonable in relation to the services rendered, the
expenses expected to be incurred and the risks assumed by AUL.

Rule 6e-3(T) Representation

This filing is made pursuant to Rule 6e-3(T) nd Rule 6c-3 under the
Investment Company Act of 1940.

Contents of Registration Statement

This Registration Statement on Form S-6 comprises the following papers
and documents:

The facing sheet.
Reconciliation and tie.
The Prospectus consisting of 107 pages (including
illustrations).
The undertaking to file reports.
The undertaking pursuant to Rule 484.
The representation pursuant to Section 26(e)(2).
The Rule 6e-3(T) representation.
The signatures.
Written consent of the following persons (included
in the exhibits shown below):
Independent Public Accountants
Dechert Price & Rhoads
Actuary

The following exhibits:

1. (1) Resolution of the Board of Directors of the Depositor
dated July 10, 1997 concerning AUL American
Individual Variable Life Unit Trust(3)

(2) Inapplicable

(3) (a) Inapplicable

(b) Inapplicable

(4) Inapplicable

(5) (a) Form of Flexible Premium Adjustable Variable Life
Insurance Policy(3)

(b) Form of Last Survivor Rider(3)

(d) Form of Guaranteed Insurance Option(3)

(e) Form of Children's Benefit Rider(3)

(f) Form of Other Insured/Same Insured Rider(3)

(g) Form of Waiver of Premium Disability(3)

(h) Form of Automatic Increase Rider(3)

(i) Form of Guaranteed Minimum Death Benefit Rider(3)

(j) Form of Accelerated Death Benefit Rider(3)

(k) Form of Joint First-to-Die Level Term Insurance
Rider(3)

(6) (a) Articles of Incorporation of American United Life
Insurance Company(R) (1)

(b) By-laws of American United Life Insurance
Company(R) (1)

(7) Inapplicable

(8) (a) Form of Participation Agreement between American
United Life Insurance Company(R) and Alger
American Fund (2)

(b) Form of Participation Agreement between American
United Life Insurance Company(R) and American
Century Variable Portfolios, Inc. (2)

(c) Form of Participation Agreement between American
United Life Insurance Company(R) and Fidelity
Variable Insurance Products Fund (1)

(d) Form of Participation Agreement between American
United Life Insurance Company(R) and Fidelity
Variable Insurance Products Fund II (1)

(e) Form of Participation Agreement between American
United Life Insurance Company(R) and T. Rowe
Price Equity Series, Inc. (2)

(9) Inapplicable

(10) Form of Application for Flexible Premium
Adjustable Variable Life Insurance Policy

2. Opinion and consent of legal officer of American United Life
Insurance Company(R) as to legality of Policies being
registered

3. Inapplicable

4. Inapplicable

5. Inapplicable

6. Consent of Independent Accountants

7. Consent of Dechert Price & Rhoads

8. Opinion of Actuary

9. Memorandum Describing Issuance, Transfer, and Redemption
Procedures(3)

10. Powers of Attorney
- ---------------

(1) Incorporated herein by reference to the registration statement of AUL
Unit Trust (File No. 33-31375) on Form N-4.

(2) Incorporated herein by reference to the registration statement of AUL
American Individual Unit Trust (File No. 33-79562) on Form N-4.

(3) Filed with the Registrant's initial registration statement on Form
S-6 (File No. 333-32531) on July 31, 1997.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
AUL American Individual Variable Life Unit Trust, has duly caused this
pre-effective amendment no. 1 to the registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the city of
Indianapolis, and the state of Indiana, on the 18th day of November, 1997.

AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
(Registrant)

By: American United Life Insurance Company

By: Jerry D. Semler*
Name: Jerry D. Semler
Title: Chairman of the Board, President,
and Chief Executive Officer

AMERICAN UNITED LIFE INSURANCE COMPANY(R)
(Depositor)

By: Jerry D. Semler*
Name: Jerry D. Semler
Title: Chairman of the Board, President,
and Chief Executive Officer

* By: /s/ Richard A. Wacker
______________________
Richard A. Wacker as attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, this
pre-effective amendment no. 1 to the registration statement has been signed
below by the following persons in the capacities and on the date indicated.

Name Capacity Date

Jerry D. Semler* Director, President, and Chief Executive Officer November 18, 1997

James W. Murphy* Principal Financial and Accounting Officer November 18, 1997

Steven C. Beering, M.D. Director November 18, 1997

Arthur L. Bryant* Director November 18, 1997

James E. Cornelius* Director November 18, 1997

James E. Dora* Director November 18, 1997

Otto N. Frenzel III* Director November 18, 1997

David W. Goodrich Director November 18, 1997

William P. Johnson* Director November 18, 1997

James T. Morris Director November 18, 1997

R. Stephen Radcliffe* Director November 18, 1997

Thomas E. Reilly, Jr. Director November 18, 1997

William R. Riggs Director November 18, 1997

Yvonne H. Shaheen* Director November 18, 1997

Frank D. Walker* Director November 18, 1997

* By: /s/ Richard A. Wacker
_______________________________
Richard A. Wacker as attorney-in-fact

* Powers of Attorney included herein.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS FILED WITH
FORM S-6

For Registration Under the Securities Act of 1933
of Securities of Unit Investment Trust
Registered on Form N-8B-2

AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
OF AMERICAN UNITED LIFE INSURANCE COMPANY(R)

Exhibit Number Name of Exhibit

1.(3)(c) Schedule of Sales Commissions

1.(10) Form of Application for Flexible Premium Adjustable Variable Life Insurance
Policy

1.(2) Opinion and consent of legal officer of American United Life Insurance
Company (R) as to legality of Policies being registered.

1.(6) Consent of Independent Accountants

1.(7) Consent of Dechert Price & Rhoads

1.(8) Opinion of Actuary

10 Powers of Attorney