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: March 31, 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 March 31, 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.


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

            Statements of Operations
            Three Months Ended March 31, 2001 and
            March 31, 2000 (Unaudited)....................................... 3

            Statements of Financial Position
            March 31, 2001(Unaudited) and December 31, 2000.................. 4

            Statements of Cash Flows
            Three Months Ended March 31, 2001 and
                  March 31, 2000 (Unaudited)................................. 5

            Notes to Financial Statements.................................... 6


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................... 8

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


PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS................................................. 12

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................................................. 12

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.................................. 12

SIGNATURE PAGE.............................................................. 13


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

                                        2


<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                   March 31,
                                                                 ------------------------------------------
(in thousands)                                                          2001                   2000
                                                                 -------------------     ------------------
                                                                                 (Unaudited)

Revenues
<S>                                                              <C>                     <C>
Net investment income                                            $            3,137      $           2,784
Realized capital gains and losses                                              (844)                    (3)
Other expenses                                                                    -                    (26)
                                                                 ------------------      -----------------

Income from operations
   before income tax expense                                                  2,293                  2,755
Income tax expense                                                              800                    964
                                                                 ------------------      -----------------

Net income                                                       $            1,493      $           1,791
                                                                 ==================      =================


</TABLE>











                                     See notes to financial statements.

                                                   3



<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                        STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>

                                                                                    March 31,              December 31,
                                                                                      2001                     2000
                                                                                ------------------       ------------------
(in thousands, except par value)                                                   (Unaudited)

<S>                                                                             <C>                      <C>
Assets
Investments
   Fixed income securities, at fair value
      (amortized cost $169,305 and $166,893)                                    $         175,243        $         170,142
   Short-term                                                                              10,450                   11,243
                                                                                -----------------        -----------------
         Total investments                                                                185,693                  181,385

Cash                                                                                        9,379                       76
Reinsurance recoverable from
   Allstate Life Insurance Company, net                                                 8,429,307                8,366,927
Reinsurance recoverables from non-affiliates, net                                         366,716                  353,789
Other assets                                                                                5,262                    4,913
Separate Accounts                                                                       1,478,836                1,648,691
                                                                                -----------------        -----------------
         Total assets                                                           $      10,475,193        $      10,555,781
                                                                                =================        =================

Liabilities
Reserve for life-contingent contract benefits                                   $         578,685        $         550,334
Contractholder funds                                                                    8,207,695                8,157,502
Current income taxes payable                                                                3,487                    2,785
Deferred income taxes                                                                       5,647                    4,607
Payable to affiliates, net                                                                  1,856                   11,730
Other liabilities and accrued expenses                                                     16,985                    1,371
Separate Accounts                                                                       1,478,836                1,648,691
                                                                                -----------------        -----------------
         Total liabilities                                                             10,293,191               10,377,020
                                                                                -----------------        -----------------

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                                                                            48,892                   47,399

Accumulated other comprehensive income:
   Unrealized net capital gains                                                             3,860                    2,112
                                                                                -----------------         ----------------
         Total accumulated other comprehensive income                                       3,860                    2,112
                                                                                -----------------         ----------------
         Total shareholder's equity                                                       182,002                  178,761
                                                                                -----------------         ----------------
         Total liabilities and shareholder's equity                             $      10,475,193         $     10,555,781
                                                                                =================         ================

</TABLE>


                       See notes to financial statements.

                                       4



<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                  Three Months Ended
                                                                                       March 31,
                                                                        ---------------------------------------
(in thousands)                                                                2001                 2000
                                                                        ------------------   ------------------
                                                                                      (Unaudited)
<S>                                                                     <C>                   <C>
Cash flows from operating activities
Net income                                                              $           1,493     $          1,791
Adjustments to reconcile net income to net cash
    provided by operating activities
       Depreciation, amortization and other non-cash items                           (130)                 (32)
       Realized capital gains and losses                                              844                    3
       Changes in:
           Life-contingent contract benefits and
               contractholder funds                                                 3,237                3,578
           Income taxes payable                                                       801                  965
           Other operating assets and liabilities                                   5,391               (3,727)
                                                                        -----------------      ---------------
               Net cash provided by operating activities                           11,636                2,578
                                                                        -----------------      ---------------

Cash flows from investing activities
Fixed income securities
       Proceeds from sales                                                          3,175                8,701
       Investment collections                                                       1,944                  746
       Investments purchases                                                       (8,245)              (9,606)
Change in short-term investments, net                                                 793               (2,124)
                                                                        -----------------      ---------------
               Net cash used in investing activities                               (2,333)              (2,283)
                                                                        -----------------      ---------------


Net increase in cash                                                                9,303                  295
Cash at beginning of period                                                            76                  982
                                                                        -----------------      ---------------
Cash at end of period                                                   $           9,379      $         1,277
                                                                        =================      ===============

</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 March 31, 2001, and for the
     three month periods ended March 31, 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. These 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.

          To conform with the 2001 presentation, certain amounts in the prior
     year's financial statements and notes have been reclassified.

2.   Reinsurance

          The Company has reinsurance agreements whereby premiums, contract
     charges, credited interest, policy benefits and expenses are ceded to ALIC
     and certain non-affiliates, 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 March 31,
                                                                         ------------------------------
      (in thousands)                                                          2001               2000
                                                                         ----------          ----------
<S>                                                                       <C>                <C>
      Premiums and Contract Charges

      Direct                                                              $  101,071         $  98,927
      Assumed                                                                      1                 2
      Ceded
         Affiliate                                                           (57,653)          (53,330)
         Non-affiliate                                                       (43,419)          (45,599)
                                                                          ----------         ---------
          Premiums and contract charges, net of reinsurance               $        -         $     -
                                                                          ==========         =========

</TABLE>



                                       6
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


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

<TABLE>
<CAPTION>
                                                                           Three months ended March 31,
                                                                       ---------------------------------
      (in thousands)                                                         2001               2000
                                                                       --------------      -------------
<S>                                                                    <C>                 <C>
      Credited Interest, Policy Benefits and Other Expenses

      Direct                                                           $     188,695       $    237,907
      Assumed                                                                     -                 -
      Ceded
         Affiliate                                                          (135,747)          (173,484)
         Non-affiliate                                                       (52,948)           (64,397)
                                                                       -------------       ------------
          Credited interest, policy benefits and other expenses,
           net of reinsurance                                          $           -       $         26
                                                                       =============       ============

</TABLE>

3.   Comprehensive Income

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

<TABLE>
<CAPTION>
                                                                      Three months ended March 31,
                                                 ------------------------------------------------------------------------
   (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
      arising during the period                  $  1,845    $   (646)    $ 1,199     $    127     $   (44)     $    83
   Less: reclassification adjustments                (844)        295        (549)          (3)          1           (2)
                                                 --------    --------     -------     --------     -------      -------
   Unrealized net capital gains                     2,689        (941)      1,748          130         (45)          85
                                                 --------    --------     -------     --------     -------      -------

   Other comprehensive income                    $  2,689    $   (941)      1,748     $    130     $   (45)          85
                                                 ========    ========                 ========     =======

   Net income                                                               1,493                                 1,791
                                                                          -------                               -------

   Comprehensive income                                                   $ 3,241                               $ 1,876
                                                                          =======                               =======

</TABLE>

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, proposed
     legislation to prohibit the use of gender in determining insurance rates
     and benefits 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 matters 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.


                                       7
<PAGE>


                  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH
                     PERIODS ENDED MARCH 31, 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 brokers. 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


(in thousands)
                                                   Three months ended
                                                       March 31,
                                           -----------------------------------
                                                2001                2000
                                           ----------------    ---------------
Net investment income                      $          3,137    $         2,784
Realized capital gains and losses                      (844)                (3)
Other expenses                                            -                 26
Income tax expense                                      800                964
                                           ----------------    ---------------
Net income                                 $          1,493    $         1,791
                                           ================    ===============

     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 the reinsurance agreements are presented in Other expenses.


                                       8
<PAGE>
                  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH
                     PERIODS ENDED MARCH 31, 2001 AND 2000


     Net income for the first quarter of 2001 decreased 16.6% to $1.5 million
over the same period in 2000, due to increased net investment income being more
than offset by an increase in realized capital losses during the first three
months of 2001. Net investment income for the three-month period ended March 31,
2001 increased 12.7% to $3.1 million, attributable to higher investment balances
as well as increased investment yields compared to the same period in 2000.

     Realized capital losses, after-tax, were $549 thousand and $2 thousand for
the three-month periods ended March 31, 2001 and 2000, respectively. Period to
period fluctuations in realized capital losses are largely the result of timing
of sales decisions reflecting management's decisions on positioning the
portfolio, as well as assessments of individual securities and overall market
conditions.

<TABLE>
<CAPTION>

FINANCIAL POSITION

(in thousands)
                                                                March 31,              December 31,
                                                                   2001                    2000
                                                            -------------------     --------------------
<S>                                                         <C>                     <C>
Fixed income securities (1)                                 $           175,243     $            170,142
Short-term                                                               10,450                   11,243
                                                            -------------------     --------------------
         Total investments                                  $           185,693     $            181,385
                                                            ===================     ====================

Reinsurance recoverable from ALIC, net                      $         8,429,307     $          8,366,927
                                                            ===================     ====================

Separate Accounts assets and liabilities                    $         1,478,836     $          1,648,691
                                                            ===================     ====================

Contractholder funds                                        $         8,207,695     $          8,157,502
                                                            ===================     ====================

</TABLE>
          (1) Fixed income securities are carried at fair value. Amortized cost
     for these securities was $169,305 and $166,893 at March 31, 2001 and
     December 31, 2000, respectively.

     Total investments were $185.7 million at March 31, 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 three months of 2001. Unrealized net capital gains on
fixed income securities were $5.9 million at March 31, 2001 compared to $3.2
million at December 31, 2000. Investments at March 31, 2001, excluding
unrealized gains and losses on fixed income securities, grew 0.9% from December
31, 2000.

     At March 31 2001, substantially all of the Company's fixed income
securities portfolio was 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 three months ended March 31, 2001, Reinsurance recoverable from
ALIC increased $62.4 million and Contractholder funds increased $50.2 million as
compared to December 31, 2000 balances. The increases resulted primarily from
sales of market value adjusted 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.

      Separate Accounts assets and liabilities decreased 10.3% to $1.48 billion
at March 31, 2001 as compared to the December 31, 2000 balance. The decreases
were primarily attributable to unrealized losses in the Separate Accounts
investment portfolios, partially offset by sales of variable annuity contracts.

                                       9

<PAGE>
                  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH
                     PERIODS ENDED MARCH 31, 2001 AND 2000

CAPITAL RESOURCES AND LIQUIDITY

     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 its obligations
under the reinsurance agreements. ALIC's financial strength was rated Aa2, AA+,
and A+ by Moody's, Standard & Poor's and A.M. Best, respectively, at March 31,
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 March 31, 2001, the Moody's, Standard and Poor's and A.M. Best financial
strength ratings for the Company were Aa2, AA+ and A+, respectively.


FORWARD-LOOKING STATEMENTS AND RISK FACTORS

     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.

     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    There is uncertainty involved in estimating the availability of reinsurance
     and the collectibility of reinsurance recoverables. This uncertainty arises
     from a number of factors, including the restructuring by reinsurers of
     their capital structures and segregation by the industry generally of
     reinsurance exposure into separate legal entities with dedicated capital.

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.

                                       10
<PAGE>
                  ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTH
                     PERIODS ENDED MARCH 31, 2001 AND 2000


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 and liabilities of the investment portfolio is
     adjusted. Those adjustments may have an impact on the value of the
     investment portfolio and on investment income.

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    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    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 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 use its
     capital.

o    A number of enacted and pending legislative measures could lead to
     increased consolidation and increased competition for business and for
     capital 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.




                                       11
<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 first 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  #2 to
Registration  Statement on Form S-3 for Lincoln  Benefit life Company  (File No.
333-59765)  filed  April  28, 2000.  Incorporated  herein  by  reference  to the
Post-effective  Amendment #2 to  Registration  Statement on Form S-3 for Lincoln
Benefit  Life Company  (File No.  333-59769) filed April 28, 2000.  Incorporated
herein  by  reference  to Post-effective  Amendment  No.  1 to the  Registration
Statement  on Form S-3 for Lincoln  Benefit Life  Company  (File No.  333-88045)
filed April 5, 2000.

                                       12

<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 15th day of May, 2001.

                          LINCOLN BENEFIT LIFE COMPANY

                                  (Registrant)

/s/ B. Eugene Wraith

-----------------------                     PRESIDENT, CHIEF OPERATING
B. EUGENE WRAITH                            OFFICER AND DIRECTOR
                                            (PRINCIPAL EXECUTIVE OFFICER)

/s/ Robert L. Vance
------------------------------              Vice President & Assistant Treasurer
Robert L. Vance
(Principal Financial Officer)


-----------------------------               Vice President & Controller
Samuel H. Pilch
(Principal Accounting Officer)






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