FORM 10-Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore  filing this Form with the reduced  disclosure
format.

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

                 For the quarterly period ended: June 30, 2001

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-59765
                                            333-59769
                                            333-82427

                          LINCOLN BENEFIT LIFE COMPANY
             (Exact name of registrant as specified in its charter)

         Nebraska                                                      470221457
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

                             2940 South 84th Street
                          Lincoln, Nebraska 68506-4142
               (Address of principal executive offices)(zip code)

                                 1-800-525-9287
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes. . ./X/. .             No

Indicate the number of shares of each of the issuer's classes of common stock as
of July 30, 2001; there were 25,000 shares of common capital stock  outstanding,
par value $100 per share all of which shares are held by Allstate Life Insurance
Company.



                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

            Statements of Operations for the Three Month and
            Six Month periods Ended June 30, 2001 and 2000 (unaudited).........3

            Statements of Financial Position as of
            June 30, 2001(unaudited) and December 31, 2000.....................4

            Statements of Cash Flows for the
            Six Month periods Ended June 30, 2001 and 2000 (unaudited).........5

            Notes to Financial Statements (unaudited)..........................6


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS.....................9

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE
             ABOUT MARKET RISK*..............................................N/A


PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS...................................................14

Item 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS*.........................N/A

Item 3.   DEFAULTS UPON SENIOR SECURITIES*...................................N/A

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
              HOLDERS*.......................................................N/A

Item 5.   OTHER INFORMATION...................................................14

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K....................................14

SIGNATURE PAGE................................................................15


*Omitted pursuant to General Instruction H(2) of Form 10-Q.


                                       2


                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                          LINCOLN BENEFIT LIFE COMPANY
                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

                                                         Three Months Ended                     Six Months Ended
                                                              June 30,                              June 30,
                                                ------------------------------------    ------------------------------------
                                                ------------------------------------    ------------------------------------
(in thousands)                                       2001                 2000             2001                  2000
                                                ----------------    ----------------    --------------     -----------------
                                                ------------------------------------    ------------------------------------
                                                            (Unaudited)                           (Unaudited)
<S>                                             <C>                 <C>                 <C>                <C>
Revenues
Net investment income                           $       2,896       $     3,171         $        6,033     $       5,955
Realized capital gains and losses                       (508)                 3                 (1,352)                -
Other income (expense)                                     -                  7                      -               (19)
                                                ------------        -----------         --------------     -------------

Income from operations before
   income tax expense                                  2,388              3,181                  4,681             5,936
Income tax expense                                       834              1,113                  1,634             2,077
                                                ------------        -----------         --------------     -------------

Net income                                      $      1,554        $     2,068         $        3,047     $       3,859
                                                ============        ===========         ==============     =============
</TABLE>







      See notes to financial statements.



                                        3
<PAGE>
                          LINCOLN BENEFIT LIFE COMPANY
                        STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>


                                                                          June 30,                December 31,
                                                                            2001                      2000
                                                                     -------------------       -------------------
                                                                     -------------------       -------------------
(in thousands, except par value data)                                   (Unaudited)
<S>                                                                    <C>                       <C>
Assets
Investments
   Fixed income securities, at fair value
      (amortized cost $168,346 and $166,893)                         $         172,772         $         170,142
   Short-term                                                                   14,681                    11,243
                                                                     -----------------         -----------------
         Total investments                                                     187,453                   181,385

Cash                                                                            17,002                        76
Reinsurance recoverable from
   Allstate Life Insurance Company                                           8,757,916                 8,366,927
Reinsurance recoverable from non-affiliates, net                               393,471                   353,789
Other assets                                                                     4,731                     2,393
Separate Accounts                                                            1,598,627                 1,648,691
                                                                     -----------------         -----------------
         Total assets                                                $      10,959,200         $      10,553,261
                                                                     =================         =================

Liabilities
Reserve for life-contingent contract benefits                        $         620,933         $         550,334
Contractholder funds                                                         8,522,366                 8,157,502
Current income taxes payable                                                     4,347                     2,785
Deferred income taxes                                                            5,091                     4,607
Payable to affiliates                                                            8,673                     9,210
Other liabilities and accrued expenses                                          16,590                     1,371
Separate Accounts                                                            1,598,627                 1,648,691
                                                                     -----------------         -----------------
         Total liabilities                                                  10,776,627                10,374,500
                                                                     -----------------         -----------------

Commitments and Contingent Liabilities (Note 4)

Shareholder's Equity
Common stock, $100 par value, 30,000 shares
      authorized, 25,000 issued and outstanding                                  2,500                     2,500
Additional capital paid-in                                                     126,750                   126,750
Retained income                                                                 50,446                    47,399

Accumulated other comprehensive income:
    Unrealized net capital losses                                                2,877                     2,112
                                                                     -----------------         -----------------
         Total accumulated other comprehensive income                            2,877                     2,112
                                                                     -----------------         -----------------
         Total shareholder's equity                                            182,573                   178,761
                                                                     -----------------         -----------------
         Total liabilities and shareholder's equity                  $      10,959,200         $      10,553,261
                                                                     =================         =================


</TABLE>

                 See notes to financial statements.


                                        4

<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                             June 30,
                                                                            --------------------------------------------
                                                                            --------------------------------------------
(in thousands)                                                                    2001                      2000
                                                                            ------------------        ------------------
                                                                            --------------------------------------------
                                                                                            (Unaudited)
<S>                                                                          <C>                       <C>
Cash flows from operating activities
Net income                                                                   $         3,047           $         3,859
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation, amortization and other non-cash items                              (251)                     (475)
       Realized capital gains and losses                                               1,352                         -
       Changes in:
           Life-contingent contract benefits and
                contractholder funds                                                   4,792                     3,622
           Income taxes payable                                                        1,634                     2,054
           Other operating assets and liabilities                                     12,344                    (3,597)
                                                                             ---------------           ---------------
               Net cash provided by operating activities                              22,918                     5,463
                                                                             ---------------           ---------------

Cash flows from investing activities
Fixed income securities
       Proceeds from sales                                                            10,923                     8,700
       Investment collections                                                          8,627                     4,968
       Investment purchases                                                          (22,104)                  (13,110)
Change in short-term investments, net                                                 (3,438)                   (5,743)
                                                                             ---------------            --------------
               Net cash used in investing activities                                  (5,992)                   (5,185)
                                                                             ---------------            --------------

Net increase in cash                                                                  16,926                       278
Cash at beginning of period                                                               76                       982
                                                                             ---------------            --------------
Cash at end of period                                                        $        17,002            $        1,260
                                                                             ===============            ==============

</TABLE>








               See notes to financial statements.




                                        5
<PAGE>
                          LINCOLN BENEFIT LIFE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



1.   Basis of Presentation

          The accompanying  financial statements include the accounts of Lincoln
     Benefit Life Company ("the Company"), a wholly owned subsidiary of Allstate
     Life  Insurance  Company  ("ALIC"),  which  is  wholly  owned  by  Allstate
     Insurance  Company  ("AIC"),  a wholly  owned  subsidiary  of The  Allstate
     Corporation (the "Corporation").

          The financial  statements  and notes as of June 30, 2001,  and for the
     three  month and six  month  periods  ended  June 30,  2001 and  2000,  are
     unaudited.  The financial  statements  reflect all adjustments  (consisting
     only of normal recurring accruals) which are, in the opinion of management,
     necessary for the fair presentation of the financial  position,  results of
     operations and cash flows for the interim periods. The financial statements
     and notes should be read in conjunction  with the financial  statements and
     notes thereto included in the Lincoln Benefit Life Company Annual Report on
     Form 10-K for 2000.  The  results of  operations  for the  interim  periods
     should not be considered  indicative of results to be expected for the full
     year.

                                       4
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


2.   Reinsurance

          The Company  has  reinsurance  agreements  whereby  certain  premiums,
     contract charges,  credited interest,  policy benefits and certain expenses
     are ceded to ALIC and other non-affiliated  reinsurers and reflected net of
     such reinsurance in the statements of operations.  Reinsurance  recoverable
     and  the  related  reserve  for   life-contingent   contract  benefits  and
     contractholder funds are reported separately in the statements of financial
     position.  The Company  continues to have  primary  liability as the direct
     insurer for risks reinsured.

          Investment  income earned on the assets which  support  contractholder
     funds and the reserve for life-contingent contract benefits is not included
     in the Company's financial statements as those assets are owned and managed
     under terms of the reinsurance  agreements.  The following table summarizes
     amounts ceded to ALIC and non-affiliates under reinsurance agreements.

          The effects of reinsurance on premiums written and earned and contract
     charges are as follows:

<TABLE>
<CAPTION>
                                                    Three months ended                      Six months ended
                                                          June 30,                               June 30,
                                             -----------------------------------    ------------------------------------
(in thousands)                                     2001              2000                 2001               2000
                                             ------------------ ----------------    ------------------ -----------------
Premiums and Contract Charges
<S>                                           <C>               <C>                  <C>               <C>
Direct                                         $     139,050     $     107,523        $    240,121      $     206,450
Assumed                                                    -                (1)                  1                  1
  Ceded
    Affiliate                                        (84,417)          (57,834)           (142,070)          (111,164)
    Non-affiliate                                    (54,633)          (49,688)            (98,052)           (95,287)
                                               -------------     -------------        ------------       ------------
       Premiums and contract
          charges, net of reinsurance          $           -     $           -        $          -       $          -
                                               =============     =============        ============       ============


The effects of reinsurance on credited interest, policy benefits and other expenses are as follows:

                                                      Three months ended                      Six months ended
                                                           June 30,                               June 30,
                                             -----------------------------------    -----------------------------------
(in thousands)                                      2001              2000                 2001              2000
                                             ----------------- -----------------    ----------------- -----------------
Credited Interest, Policy Benefits and
Other Expenses

Direct                                         $     273,421     $     187,398        $     462,116      $    425,305
 Ceded
   Affiliate                                        (208,455)         (138,229)            (344,202)         (311,713)
   Non-affiliate                                     (64,966)          (49,176)            (117,914)         (113,573)
                                               -------------     -------------        -------------      ------------

    Credited interest, policy benefits
      and other expenses, net of reinsurance   $           -     $          (7)       $           -      $         19
                                               =============     =============        =============      ============
</TABLE>







                                        6

<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


3.   Comprehensive Income

     The  components  of other  comprehensive  income on a pretax and  after-tax
basis are as follows:

<TABLE>
<CAPTION>
                                                                          Three months ended June 30,
                                                   ------------------------------------------------------------------------
   (in thousands)                                               2001                                      2000
                                                   -------------------------------------     ------------------------------

                                                                           After-                                    After-
                                                   Pretax       Tax          tax            Pretax      Tax           tax
<S>                                               <C>          <C>        <C>              <C>         <C>          <C>
   Unrealized capital gains and losses:

   Unrealized holding gains (losses)
      arising during the period                   $   (2,020)  $    707   $    (1,313)     $   (63)    $     22     $   (41)
   Less: reclassification adjustments                   (508)       178          (330)           3           (1)          2
                                                  ----------   --------   -----------      -------     --------     -------
   Unrealized net capital gains (losses)              (1,512)       529          (983)         (66)          23         (43)
                                                  ----------   --------   -----------      -------     --------     -------
   Other comprehensive income (loss)              $   (1,512)  $    529          (983)     $   (66)    $     23         (43)
                                                  ==========   ========                    =======     ========
   Net income                                                                   1,554                                 2,068
                                                                          -----------                               -------

   Comprehensive income                                                   $       571                               $ 2,025
                                                                          ===========                               =======

                                                                           Six months ended June 30,
                                                  -------------------------------------------------------------------------
   (in thousands)                                               2001                                     2000
                                                  ------------------------------------    ---------------------------------

                                                                           After-                                     After-
                                                   Pretax       Tax          tax           Pretax         Tax           tax

   Unrealized capital gains and losses:

   Unrealized holding gains (losses)
      arising during the period                   $    (175)   $      61   $    (114)      $    64       $   (23)    $    41
   Less: reclassification adjustments                (1,352)         473        (879)            -             -           -
                                                  ---------    ---------   ---------       -------       -------     -------
   Unrealized net capital gains (losses)              1,177         (412)        765            64           (23)         41
                                                  ---------    ---------   ---------       -------       -------     -------
   Other comprehensive income (loss)              $   1,177    $    (412)        765       $    64       $   (23)         41
                                                  =========    =========                   =======       =======
   Net income                                                                  3,047                                   3,859
                                                                           ---------                                 -------

   Comprehensive income                                                    $   3,812                                 $ 3,900
                                                                           =========                                 =======


</TABLE>

                                        7
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)




4.   Regulation and Legal Proceedings

          The Company's business is subject to the effects of a changing social,
     economic and regulatory  environment.  Recent state and federal  regulatory
     initiatives  have varied and have included  employee  benefit  regulations,
     removal of barriers  preventing  banks from engaging in the  securities and
     insurance  business,  tax law changes  affecting  the taxation of insurance
     companies,  the tax  treatment of insurance  products and its impact on the
     relative  desirability of various  personal  investment  vehicles,  and the
     overall expansion of regulation. The ultimate changes and eventual effects,
     if any, of these initiatives are uncertain.

          In the normal  course of its  business,  the Company is involved  from
     time to time in pending and threatened litigation and regulatory actions in
     which claims for monetary damages are asserted. Regulatory actions include,
     but are not limited to, market conduct and compliance issues. At this time,
     based on the present status of such litigation and regulatory  actions,  it
     is in the opinion of management that the ultimate liability, if any, in one
     or more of these  maters in excess of  amounts  currently  reserved  is not
     expected to have a material  adverse  effect on the results of  operations,
     liquidity or financial position of the Company.


                                        8

<PAGE>

                  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH
               AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000

     The following discussion highlights significant factors influencing results
of operations and changes in financial  position of Lincoln Benefit Life Company
(the "Company").  It should be read in conjunction with the financial statements
and related notes  thereto  found under Part I Item 1 contained  herein and with
the discussion,  analysis, financial statements and notes thereto in Part I Item
1 and Part II Items 7 and 8 of the Lincoln Benefit Life Company Annual Report on
Form 10-K for the year ended December 31, 2000.

OVERVIEW

     The Company,  a wholly owned subsidiary of Allstate Life Insurance  Company
("ALIC"),  which is a wholly  owned  subsidiary  of Allstate  Insurance  Company
("AIC"), a wholly owned subsidiary of The Allstate Corporation  ("Corporation"),
markets life insurance and investment  products  through  independent  insurance
agents and securities  firms. Life insurance  consists of traditional  products,
including term and whole life, interest-sensitive life, immediate annuities with
life  contingencies,  variable  life  and  indexed  life  insurance.  Investment
products  include  deferred  annuities  and  immediate  annuities  without  life
contingencies.  Deferred  annuities  include fixed rate,  market value adjusted,
indexed and variable annuities.

     The Company has identified itself as a single segment entity.

     The assets and  liabilities  related to variable  annuity and variable life
contracts are legally segregated and reflected as Separate Accounts.  The assets
of  the  Separate  Accounts  are  carried  at  fair  value.   Separate  Accounts
liabilities  represent the contractholders'  claim to the related assets and are
carried at the fair value of the  assets.  In the event that the asset  value of
certain  contractholder  accounts are projected to be below the value guaranteed
by the  Company,  a  liability  is  established  through a charge  to  earnings.
Investment income and realized capital gains and losses of the Separate Accounts
accrue directly to the  contractholders  and therefore,  are not included in the
Company's statements of operations.


      RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

(in thousands)
                                                      Three Months Ended                    Six Months Ended
                                                           June 30,                             June 30,
                                                   2001              2000                2001             2000
                                              ---------------   ----------------    --------------   --------------
<S>                                            <C>                  <C>              <C>                <C>
Net investment income                          $       2,896        $      3,171     $       6,033      $    5,955
Realized capital gains and losses                       (508)                  3            (1,352)             -
Other (income) expense                                     -                  (7)                -              19
Income tax expense                                       834               1,113             1,634           2,077
                                               -------------        ------------     -------------      ----------
Net income                                     $       1,554        $      2,068     $       3,047      $    3,859
                                               =============        ============     =============      ==========
</TABLE>

     The Company has  reinsurance  agreements  under which  contract  and policy
related  transactions are  transferred,  primarily to ALIC. The Company also has
reinsurance  agreements with third parties.  The Company's results of operations
include  primarily net investment  income and realized  capital gains and losses
earned  on the  assets  of the  Company  that  are  not  transferred  under  the
reinsurance  agreements.  Certain  non-investment related expenses which are not
transferred under reinsurance agreements are presented in other expenses.


                                        9
<PAGE>
                  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH
               AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000



     Net  income  for the six  months of 2001  decreased  21.0% to $3.0  million
compared  to the same period in 2000,  due to an  increase  in realized  capital
losses.  Net  income  for the second  quarter  of 2001  decreased  24.9% to $1.6
million  compared to the same period in 2000, due to realized  capital losses as
well as a decrease in net investment  income.  Net investment  income  decreased
8.7% to $2.9 million for the second  quarter of 2001 and increased  1.3% to $6.0
million for the first six months of 2001.  The decrease in the second quarter of
2001 was  attributable  to an increase in invested assets being more than offset
by decreased investment yields and increased investment expenses compared to the
same period in 2000.  The  overall  increase in the first six months of 2001 was
primarily  attributable  to  higher  investment  balances  partially  offset  by
decreased  investment yields and increased  investment  expenses compared to the
same period in 2000.

     Realized  capital  losses,  after-tax,  were $330  thousand  for the second
quarter and $879 thousand for the first six months of 2001, compared to realized
capital  gains,  after-tax,  of $2 thousand  and zero for the same  periods last
year, respectively.  Period to period fluctuations in realized capital gains and
losses  are  largely  the  result of timing  of sales,  reflecting  management's
decision on  positioning  the  portfolio,  as well as valuation  assessments  of
individual securities and overall market conditions.


FINANCIAL POSITION

(in thousands)
                                                      June 30,
                                                        2001
                                                 --------------------
Fixed income securities (1)                        $   172,772
Short-term                                              14,681
                                                   -----------
         Total investments                         $   187,453
                                                   ===========
Reinsurance recoverable from ALIC                  $ 8,757,916
                                                   ===========
Separate Accounts assets and liabilities           $ 1,598,627
                                                   ===========
Contractholder funds                               $ 8,522,366
                                                   ===========

(1) Fixed income securities are carried at fair value. Amortized cost for these
securities was $168,346 at June 30, 2001.

     Total  investments  were $187.5 million at June 30, 2001 compared to $181.4
million at December 31, 2000.  The increase was due  primarily to positive  cash
flows generated from operations as well as an increase in unrealized net capital
gains  during the first six months of 2001.  Unrealized  net  capital  gains on`
fixed income  securities were $4.4 million and $3.2 million at June 30, 2001 and
December  31,  2000,  respectively.  Investments  at June  30,  2001,  excluding
Separate  Accounts and unrealized  gains and losses on fixed income  securities,
grew 2.8% from December 31, 2000.

     At  June  30,  2001,  substantially  all  of  the  Company's  fixed  income
securities  portfolio is rated investment grade, which is defined by the Company
as a security having a National Association of Insurance  Commissioners ("NAIC")
rating of 1 or 2, a Moody's rating of Aaa, Aa, A or Baa, or a comparable Company
internal rating.

     During the six months ended June 30, 2001,  contractholder  funds increased
$364.9 million and amounts  recoverable from ALIC under  reinsurance  agreements
increased  $391.0  million as  compared  to  December  31,  2000  balances.  The
increases  resulted  primarily  from  sales of  market  value  adjusted  annuity
contracts  and  interest  credited on market  value  adjusted  annuity and fixed
annuity   contracts  ,  partially   offset  by  fixed  annuity   surrenders  and
withdrawals.  As the  Company's  interest-sensitive  life  policies  and annuity
contracts in-force grow and age, the dollar amount of surrenders and withdrawals
will likely increase. While the overall amount of surrenders may increase in the
future,  a  significant  increase in the level of  surrenders  relative to total
contractholder account balances is not anticipated. Reinsurance recoverable from
ALIC relates to contract benefit obligations ceded to ALIC.

                                       10

<PAGE>
                  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH
               AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000

     Separate Accounts assets and liabilities decreased 3.0% to $1.60 billion at
June 30, 2001 as compared to the December 31, 2000 balance.  The decreases  were
primarily  attributable to unrealized losses in the Separate Accounts investment
portfolios as well as surrenders and  withdrawals,  partially offset by sales of
variable annuity contracts.


     LIQUIDITY AND CAPITAL RESOURCES

     Under the terms of reinsurance agreements, premiums and deposits, excluding
those relating to Separate  Accounts,  are transferred  primarily to ALIC, which
maintains the investment portfolios supporting the Company's products.  Payments
of policyholder claims, benefits,  contract maturities,  contract surrenders and
withdrawals and certain  operating costs are also reimbursed  primarily by ALIC,
under the terms of the  reinsurance  agreements.  The Company  continues to have
primary liability as a direct insurer for risks reinsured. The Company's ability
to meet liquidity  demands is dependent on ALIC's ability to meet those demands.
ALIC's claims-paying  ability was rated Aa2, AA+, and A+ by Moody's,  Standard &
Poor's and A.M. Best, respectively, at June 30, 2001.

     The primary sources for the remainder of the Company's funds are collection
of  principal   and  interest   from  the   investment   portfolio  and  capital
contributions  from ALIC.  The primary uses for the  remainder of the  Company's
funds are to purchase investments,  pay costs associated with the maintenance of
the Company's investment portfolio and pay dividends to ALIC.

     At  June  30,  2001  the  Moody's,   Standard  and  Poor's  and  A.M.  Best
claims-paying ratings for the Company were Aa2, AA+ and A+, respectively.


     FORWARD-LOOKING STATEMENTS

     This document contains "forward-looking statements" that anticipate results
based on management's  plans that are subject to uncertainty.  These  statements
are  made  subject  to the  safe-harbor  provisions  of the  Private  Securities
Litigation Reform Act of 1995.

     Forward-looking  statements do not relate strictly to historical or current
facts and may be  identified  by their  use of words  like  "plans,"  "expects,"
"will,"  "anticipates,"  "estimates,"  "intends," "believes," "likely" and other
words with similar meanings.  These statements may address,  among other things,
our strategy  for growth,  product  development,  regulatory  approvals,  market
position, expenses,  financial results and reserves.  Forward-looking statements
are based on  management's  current  expectations  of future  events.  We cannot
guarantee  that any  forward-looking  statement  will be accurate.  However,  we
believe that our  forward-looking  statements are based on  reasonable,  current
expectations   and   assumptions.   We  assume  no   obligation  to  update  any
forward-looking  statements as a result of new  information  or future events or
developments.

                                       11
<PAGE>

                  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH
               AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000

     If  the   expectations  or  assumptions   underlying  our   forward-looking
statements prove inaccurate or if risks or uncertainties  arise,  actual results
could  differ  materially  from  those   communicated  in  our   forward-looking
statements.  In addition to the normal risks of business, the Company is subject
to significant  risk factors,  including those listed below which apply to it as
an insurance business.

o    Changes in market  interest rates can have adverse effects on the Company's
     investment  portfolio,  investment  income,  product  sales and  results of
     operations.  Increasing market interest rates have an adverse impact on the
     value of the investment portfolio by decreasing unrealized capital gains on
     fixed income  securities.  Declining  market  interest  rates could have an
     adverse impact on the Company's  investment income as the Company reinvests
     proceeds  from positive  cash flows from  operations  and from maturing and
     called  investments  into new investments  that could be yielding less than
     the  portfolio's  average  rate.  Changes in market  rates of  interest  as
     compared  to rates  offered on some of the  Company's  products  could make
     those products less  attractive if competitive  investment  margins are not
     maintained.  This could lead to lower sales and/or  changes in the level of
     surrenders  on these  products.  The Company seeks to limit its exposure in
     this area by offering a diverse group of products,  periodically  reviewing
     and revising  crediting rates and providing  surrender charges in the event
     of early withdrawal.

o    The  impact  of  decreasing  Separate  Accounts  balances  as a  result  of
     fluctuating  market  conditions  could cause contract  charges ceded by the
     Company to decrease.

o    In order to manage  interest  rate  risk,  from time to time the  effective
     duration  of the assets of the  investment  portfolio  is  adjusted.  Those
     adjustments may have an impact on the value of the investment portfolio and
     on investment income.

o    Management believes the reserves for life-contingent  contract benefits are
     adequate to cover ultimate policy  benefits,  despite the underlying  risks
     and uncertainties  associated with their  determination  when payments will
     not occur until well into the future. The Company  periodically reviews and
     revises its estimates.  If future experience  differs from assumptions,  it
     may have a material impact on results of operations.

o    Deferred annuities and  interest-sensitive  life insurance products receive
     favorable policyholder taxation under current tax laws and regulations. Any
     legislative or regulatory  changes that adversely  alter this treatment are
     likely to negatively  affect the demand for these  products.  Additionally,
     the  demand  for  life  insurance  products  which  are used to  address  a
     customer's  estate  planning  needs  may  be  impacted  to the  extent  any
     legislative changes to the current estate tax laws occur.

o    The Company  distributes  some of its products under  agreements with other
     members of the financial services industry that are not affiliated with the
     Company.  Termination of one or more of these  agreements due to changes in
     control or other factors of any of these  entities could have a detrimental
     effect  on  the  Company's  sales.  This  risk  may be  exacerbated  by the
     enactment of the  Gramm-Leach-Bliley  Act of 1999,  which  eliminates  many
     federal and state law  barriers to  affiliations  among  banks,  securities
     firms, insurers and other financial service providers.

o    Financial strength ratings have become an increasingly  important factor in
     establishing   the  competitive   position  of  insurance   companies  and,
     generally,  may be  expected  to have an effect on an  insurance  company's
     sales.   On  an  ongoing  basis,   rating  agencies  review  the  financial
     performance  and  condition of insurers.  A downgrade,  while not expected,
     could have a material  adverse effect on the Company's or ALIC's  business,
     financial condition and results of operations.

o    State insurance regulatory authorities require insurance companies to
     maintain specified levels of statutory capital and surplus. In addition,
     competitive pressures require the Company to maintain financial strength
     ratings. These restrictions affect the Company's ability to pay shareholder
     dividends or use its capital in other ways.


                                       12
<PAGE>
                  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH
               AND SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000


o    A number of enacted and pending legislative  measures may lead to increased
     consolidation and increased competition in the financial services industry.

     o    At the federal  level,  these  measures  include the recently  enacted
          Gramm-Leach-Bliley  Act of 1999,  which  eliminates  many  federal and
          state law  barriers to  affiliations  among banks,  securities  firms,
          insurers and other financial service providers.

     o    At the state  level,  these  measures  include  legislation  to permit
          mutual insurance companies to convert to a hybrid structure known as a
          mutual holding company,  thereby allowing insurance companies owned by
          their policyholders to become stock insurance companies owned (through
          one  or  more  intermediate  holding  companies)  partially  by  their
          policyholders and partially by stockholders. Also several large mutual
          life insurers have used or are expected to use existing state laws and
          regulations  governing the  conversion of mutual  insurance  companies
          into stock insurance companies (demutualization).

     o    In addition, state insurance regulators are reexamining the regulatory
          framework that currently governs the United States insurance business.
          They are  engaged in an effort to  determine  the  proper  role of the
          state  insurance  regulation in the United States  financial  services
          industry following the enactment of the  Graham-Leach-Bliley  Act. The
          Company cannot predict  whether any state or federal  measures will be
          adopted  to  change  the  nature  or  scope of the  regulation  of the
          insurance  business or what effect any such measures would have on the
          Company.



                                       13
<PAGE>


PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

The Company and its Board of Directors know of no material legal proceedings
pending to which the Company is a party or which would materially affect the
Company. The Company is involved in pending and threatened litigation in the
normal course of its business in which claims for monetary damages are asserted.
Management, after consultation with legal counsel, does not anticipate the
ultimate liability arising from such pending or threatened litigation to have a
material effect on the financial condition of the Company.

Item 5.           OTHER INFORMATION

Not applicable.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-k

         (a)  Exhibits required by Item 601 of Regulation S-K
              (2)  None
              (3)  (i)  Articles of Incorporation*
                   (ii) By-laws*
              (4)  Lincoln Benefit Life Company Flexible Premium Deferred
                   Annuity Contract and Application**
              (10) Reinsurance Agreement between Lincoln Benefit Life Company
                   and Allstate Life Insurance Company*
              (11) None
              (15) None
              (18) None
              (19) None
              (22) None
              (23) (a)  Consent of Independent Public Accountants***
                   (b)  Consent of Attorneys***
              (24) None
              (27) Financial Data Schedule
              (99) None

         (b)  Reports on 8-K

              No reports on Form 8-K were filed during the second quarter of
              2001.

*     Incorporated herein by reference to the Registration Statement on Form N-4
      for Lincoln  Benefit Life Variable  Annuity  Account (File No.  333-50545,
      811-07924) filed April 21, 1998.

**    Incorporated herein by reference to the Registration Statement on Form N-4
      for Lincoln  Benefit Life Variable  Annuity  Account (File No.  333-50545,
      811-07924) filed April 21, 1998.  Incorporated  herein by reference to the
      Registration  Statement  on Form N-4 for  Lincoln  Benefit  Life  Variable
      Annuity  Account  (File No.  333-50737,  811-07924)  filed April 22, 1998.
      Incorporated  by reference to the  Registration  Statement on Form N-4 for
      Lincoln  Benefit  Life  Variable  Annuity  Account  (File  No.  333-82427,
      811-07924) filed July 8, 1999.

***   Incorporated  herein by  reference to the  Post-effective  Amendment #3 to
      Registration  Statement on Form S-3 for Lincoln Benefit life Company (File
      No. 333-59765) filed April 19, 2001.  Incorporated  herein by reference to
      the Post-effective  Amendment #3 to Registration Statement on Form S-3 for
      Lincoln  Benefit Life Company (File No.  333-59769)  filed April 19, 2001.
      Incorporated  herein by  reference to  Post-effective  Amendment #2 to the
      Registration  Statement on Form S-3 for Lincoln Benefit Life Company (File
      No. 333-88045) filed April 19, 2001.  Incorporated  herein by reference to
      Post-effective  Amendment  #1 to  Registration  Statement  on Form S-3 for
      Lincoln Benefit Life Company (File No. 333-66452) filed August 8, 2001.

                                       14


<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registration  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized, on the 14th day of August, 2001.

                          LINCOLN BENEFIT LIFE COMPANY

                                  (Registrant)
<TABLE>
<CAPTION>

<S>                                          <C>                                         <C>
/s/ B. Eugene Wraith
-----------------------                     PRESIDENT, CHIEF OPERATING                  August 14, 2001
B. EUGENE WRAITH                            OFFICER AND DIRECTOR
                                            (PRINCIPAL EXECUTIVE OFFICER)


/s/ James P. Zils
------------------------------        Treasurer                                         August 14, 2001
James P. Zils
(Principal Financial Officer)


/s/ Samuel H. Pilch
-----------------------------         Vice President & Controller                       August 14, 2001
Samuel H. Pilch
(Principal Accounting Officer)
</TABLE>






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