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: September 30, 1999

                                       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.)

                              206 South 13th Street
                             Lincoln, Nebraska 68508
               (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 September 30, 1999; 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

        Consolidated Statements of Financial Position
        September 30, 1999 (Unaudited) and December 31, 1998...........      3

        Consolidated Statements of Operations
        Three Months Ended  September 30, 1999 and September 30, 1998,
        and Nine Months Ended  September  30, 1999 and  September  30,
        1998 (Unaudited)...............................................      4

        Consolidated Statements of Cash Flows
        Nine Months Ended September  30, 1999 and September 30, 1998
        (Unaudited)....................................................      5

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

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................     10

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


                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS..............................................     17

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..............................................     17

Item 6. EXHIBITS AND REPORTS ON FORM 8-K...............................     17

SIGNATURE PAGE.........................................................     18




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


                                        2

<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION



                                                      SEPTEMBER 30, DECEMBER 31,
                                                          1999         1998
                                                      -------------  ----------
($ in thousands, except par value data)                 (UNAUDITED)

ASSETS
Investments
   Fixed income securities, at fair value
      (amortized cost $145,311 and $149,898) .........   $  146,263   $  158,984
   Short-term ........................................       13,279        3,675
                                                         ----------   ----------
         Total investments ...........................      159,542      162,659

Cash .................................................        1,161        1,735
Reinsurance recoverable from
   Allstate Life Insurance Company ...................    7,282,999    6,938,717
Reinsurance recoverable from non-affiliates ..........      233,237      191,092
Receivable from affiliates, net ......................       41,819       37,073
Other assets .........................................       20,635       25,286
Separate Accounts ....................................    1,080,107      763,416
                                                         ----------   ----------
         TOTAL ASSETS ................................   $8,819,500   $8,119,978
                                                         ==========   ==========

LIABILITIES
Reserve for life-contingent contract benefits ........   $  397,111   $  338,069
Contractholder funds .................................    7,109,316    6,785,070
Current income taxes payable .........................        1,861        3,659
Deferred income taxes ................................        2,730        5,546
Other liabilities and accrued expenses ...............       70,054       64,440
Separate Accounts ....................................    1,080,107      763,416
                                                         ----------   ----------
         TOTAL LIABILITIES ...........................    8,661,179    7,960,200
                                                         ----------   ----------

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 ...........................      116,750      116,750
Retained income ......................................       38,452       34,622

Accumulated other comprehensive income:
    Unrealized net capital gains .....................          619        5,906
                                                         ----------   ----------
         Total accumulated other comprehensive income           619        5,906
                                                         ----------   ----------
         TOTAL SHAREHOLDER'S EQUITY ..................      158,321      159,778
                                                         ----------   ----------
         TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY ..   $8,819,500   $8,119,978
                                                         ==========   ==========



See notes to consolidated financial statements.


                                       3
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS




                                        THREE MONTHS ENDED    NINE MONTHS ENDED
                                            SEPTEMBER 30,       SEPTEMBER 30,
                                        -------------------   ------------------
($ in thousands)                           1999       1998     1999       1998
                                        --------    -------   -------   --------
                                             (UNAUDITED)          (UNAUDITED)

REVENUES
Net investment income ................   $ 2,772    $ 2,355   $ 8,158    $ 7,534
Realized capital gains and losses ....      (357)        31      (766)        31
Other income (expense) ...............    (1,306)       208    (1,497)       262
                                         -------    -------   -------    -------

INCOME FROM OPERATIONS BEFORE
   INCOME TAX EXPENSE ................     1,109      2,594     5,895      7,827
Income tax expense ...................       388        945     2,065      2,786
                                         -------    -------   -------    -------

NET INCOME ...........................   $   721    $ 1,649   $ 3,830    $ 5,041
                                         =======    =======   =======    =======
















See notes to consolidated financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>


                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                  NINE MONTHS ENDED
                                                                    SEPTEMBER 30,
                                                             ----------------------------
($ in thousands)                                                   1999           1998
                                                             ------------    ------------
                                                                      (UNAUDITED)
<S>                                                          <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income ...............................................   $      3,830    $      5,041
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation, amortization and other non-cash items          1,136              12
       Realized capital gains and losses .................            766             (31)
       Changes in:
           Reserve for life-contingent contract benefits
               and contractholder funds ..................         (3,139)         (6,875)
           Income taxes payable ..........................         (1,768)          1,764
           Other operating assets and liabilities ........          2,225           9,699
                                                             ------------    ------------
               Net cash provided by operating activities .          3,050           9,610
                                                             ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
       Proceeds from sales ...............................         11,183            --
       Investment collections ............................         12,559           7,482
       Investment purchases ..............................        (17,955)        (14,597)
Change in short-term investments, net ....................         (9,411)         (2,024)
                                                             ------------    ------------
               Net cash used in investing activities .....         (3,624)         (9,139)
                                                             ------------    ------------

NET (DECREASE) INCREASE IN CASH ..........................           (574)            471
CASH AT THE BEGINNING OF PERIOD ..........................          1,735           4,220
                                                             ------------    ------------
CASH AT END OF PERIOD ....................................   $      1,161    $      4,691
                                                             ============    ============

</TABLE>









See notes to consolidated financial statements.


                                       5
<PAGE>




                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)




1.    BASIS OF PRESENTATION

      The accompanying consolidated financial statements include the accounts of
      Lincoln Benefit Life Company ("LBL") and its wholly owned subsidiary, AFD,
      Inc.,  (formerly  Allstate  Financial  Distributors,  Inc.)  a  registered
      broker-dealer  (collectively,  the  "Company").  LBL  is  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"). These consolidated financial
      statements  have been  prepared  in  conformity  with  generally  accepted
      accounting principles.

      The consolidated  financial  statements and notes as of September 30, 1999
      and for the three month and nine month  periods  ended  September 30, 1999
      and 1998 are unaudited.  The consolidated 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 consolidated financial statements and notes should be read in
      conjunction with the consolidated  financial  statements and notes thereto
      included in the Lincoln  Benefit Life Company  Annual  Report on Form 10-K
      for 1998. The results of operations for the interim  periods should not be
      considered indicative of results to be expected for the full year.

      Effective  January 1, 1999,  the  Company  adopted  Statement  of Position
      ("SOP")  97-3,   "Accounting  by  Insurance  and  Other   Enterprises  for
      Insurance-Related  Assessments." The SOP provides guidance concerning when
      to recognize a liability for  insurance-related  assessments and how those
      liabilities   should   be   measured.   Specifically,    insurance-related
      assessments  should be recognized as liabilities when all of the following
      criteria  have  been  met:  1) an  assessment  has been  imposed  or it is
      probable that an assessment  will be imposed,  2) the event  obligating an
      entity  to pay an  assessment  has  occurred  and  3)  the  amount  of the
      assessment can be reasonably estimated. The adoption of this statement had
      an immaterial  impact on the Company's results of operations and financial
      position.

      To conform with the 1999 presentation, certain amounts in the prior years'
      consolidated financial statements and notes have been reclassified.

2.    REINSURANCE

      The Company has reinsurance agreements whereby premiums, contract charges,
      credited  interest,  policy  benefits  and  certain  expenses  are  ceded,
      primarily  to  ALIC,  and  reflected  net  of  such   reinsurance  in  the
      consolidated statements of operations.  The amounts shown in the Company's
      consolidated  statements of operations  relate to the  investment of those
      assets  of  the  Company  that  are  not  transferred   under  reinsurance
      agreements.   Reinsurance   recoverable   and  the  related   reserve  for
      life-contingent  contract benefits and  contractholder  funds are reported
      separately  in the  consolidated  statements  of financial  position.  The
      Company  continues  to have primary  liability  as the direct  insurer for
      risks reinsured.


                                       6
<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

      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  consolidated financial statements as those assets are owned
      and  managed  by the  assuming  company  under  the  terms of  reinsurance
      agreements.

      The following amounts were ceded to ALIC under reinsurance agreements.

<TABLE>
<CAPTION>


                                              THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                 SEPTEMBER 30,                       SEPTEMBER 30,
                                        --------------------------------     -------------------------------
         ($ in thousands)                    1999              1998             1999              1998
                                        ---------------    -------------     ------------    ---------------
<S>                                           <C>               <C>             <C>                 <C>

         Premiums                             $ 12,878          $11,516         $ 42,802            $29,479
         Contract charges                       31,940           29,454           92,878             79,330
         Credited interest, policy
           benefits, and certain
           expenses                            138,133          174,985          488,072            463,217

</TABLE>


      The  following  amounts  were  ceded to third  parties  under  reinsurance
      agreements.

<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                   SEPTEMBER 30,                      SEPTEMBER 30,
                                           ------------------------------     -------------------------------
           ($ in thousands)                    1999              1998             1999             1998
                                           ----------------  ------------     -------------------------------
<S>                                           <C>                <C>            <C>              <C>

           Premiums                           $ 71,315           $43,438        $ 146,940        $ 109,446
           Credited interest, policy
             benefits, and certain
             expenses                           61,924            41,775          170,199          144,532


</TABLE>



                                       7
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED 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 SEPTEMBER 30,
                                         ------------------------------------------------------------------------------
       ($ in thousands)                                     1999                                      1998
                                         --------------------------------------     -----------------------------------

                                                                         AFTER-                                   AFTER-
                                             PRETAX          TAX          TAX            PRETAX        TAX         TAX
                                             ------          ---          ---            ------        ---         ---
<S>                                        <C>           <C>           <C>             <C>         <C>          <C>

       Unrealized capital gains and losses:
       Unrealized holding
         (losses) gains arising
         during the period                 $ (1,105)     $    387      $  (718)        $  4,367    $ (1,529)    $ 2,838
       Less:  reclassification
         adjustment for realized
         net capital (losses)
         gains included in net
         income                                (357)          125         (232)              31         (11)         20
                                           --------      --------      -------         --------    --------    --------
       Unrealized net capital
         (losses) gains                        (748)          262         (486)           4,336      (1,518)      2,818
                                           --------      --------      -------         --------    --------    --------
       Other comprehensive
         (loss) income                     $   (748)     $    262         (486)        $  4,336    $ (1,518)      2,818
                                           ========      ========                      ========    ========

       Net income                                                          721                                    1,649
                                                                       -------                                  -------

       Comprehensive
         income                                                        $   235                                  $ 4,467
                                                                       =======                                  =======

</TABLE>


                                       8
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.     COMPREHENSIVE INCOME (CONTINUED)

<TABLE>
<CAPTION>

                                                                     NINE MONTHS ENDED SEPTEMBER 30,
                                         ------------------------------------------------------------------------------
       ($ in thousands)                                     1999                                      1998
                                         --------------------------------------     -----------------------------------

                                                                         AFTER-                                   AFTER-
                                             PRETAX          TAX          TAX            PRETAX        TAX         TAX
                                             ------          ---          ---            ------        ---         ---
<S>                                        <C>           <C>           <C>             <C>         <C>          <C>

       Unrealized capital gains and losses:
       Unrealized holding
         (losses) gains arising
         during the period                 $ (8,900)     $  3,115      $(5,785)        $  5,285    $ (1,850)    $ 3,435
       Less:  reclassification
         adjustment for realized
         net capital (losses)
         gains included in net
         income                                (766)          268         (498)              31         (11)         20
                                           --------      --------      -------         --------    --------    --------
       Unrealized net capital
         (losses) gains                      (8,134)        2,847       (5,287)           5,254      (1,839)      3,415
                                           --------      --------      -------         --------    --------    --------
       Other comprehensive
         (loss) income                     $ (8,134)     $  2,847       (5,287)        $  5,254    $ (1,839)      3,415
                                           ========      ========                      ========    ========

       Net income                                                        3,830                                    5,041
                                                                       -------                                  -------

       Comprehensive
         (loss) income                                                 $(1,457)                                 $ 8,456
                                                                       =======                                  =======

</TABLE>


4.    COMMITMENTS AND CONTINGENT LIABILITIES

      REGULATION AND LEGAL PROCEEDINGS

      The Company is subject to the effects of a changing  social,  economic and
      regulatory environment.  Public and regulatory initiatives have varied and
      have included employee benefit regulations, removal of barriers preventing
      banks from engaging in securities and insurance business,  tax law changes
      affecting  the  taxation of  insurance  companies,  and tax  treatment  of
      insurance products and its impact on the relative desirability of personal
      investment vehicles and proposed legislation to prohibit the use of gender
      in  determining  insurance  rates and benefits.  The ultimate  changes and
      eventual effects, if any, of these initiatives are uncertain.

      Various  other legal and  regulatory  actions are  currently  pending that
      involve the Company and specific  aspects of its conduct of  business.  In
      the opinion of management,  the ultimate liability, if any, in one or more
      of these actions in excess of amounts  currently  reserved is not expected
      to have a material  effect on the  results  of  operations,  liquidity  or
      financial position of the Company.

5.    IMPAIRMENT OF LONG-LIVED ASSET

      Included  within  other  expenses  for the  third  quarter  of 1999,  is a
      write-down  of $1.2 million  related to  unamortized  improvements  to the
      Company's  building  in  Lincoln,  Nebraska.  It is  anticipated  that the
      building  will be  vacated  and used for  storage  purposes  in the fourth
      quarter of 1999.

                                       9
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1999 AND 1998


      The  following  discussion  highlights   significant  factors  influencing
      results of operations and changes in financial position of Lincoln Benefit
      Life Company ("LBL") and its wholly owned subsidiary,  AFD, Inc., ("AFDI",
      formerly  Allstate  Financial   Distributors,   Inc.)   (collectively  the
      "Company").  It  should  be  read in  conjunction  with  the  consolidated
      financial  statements  and related notes thereto found under items 7 and 8
      of Part II of the Lincoln  Benefit Life Company Annual Report on Form 10-K
      for the year ended December 31, 1998.

      LBL is 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 Company markets life insurance and savings products  primarily through
      independent   insurance  agents  and  brokers.   Life  insurance  includes
      traditional  life,  such as term  and  whole  life  insurance,  as well as
      variable life and universal life  products.  Savings  products  consist of
      fixed  annuity  products,  including  indexed  and market  value  adjusted
      annuities,  as well as variable  annuities.  The  Company  has  identified
      itself as a single segment entity.

      The assets and  liabilities  related to  variable  annuity  contracts  and
      variable  life policies are legally  segregated  and reflected as Separate
      Account  assets  and   liabilities  and  carried  at  fair  value  in  the
      consolidated  statements  of  financial  position.  Investment  income and
      realized gains and losses of the Separate  Accounts accrue directly to the
      contractholders  (net of fees) and,  therefore,  are not  included  in the
      Company's consolidated statements of operations.

      CONSOLIDATED RESULTS OF OPERATIONS

<TABLE>
<CAPTION>


         ($ in thousands)                    THREE MONTHS ENDED                       NINE MONTHS ENDED
                                               SEPTEMBER 30,                            SEPTEMBER 30,
                                     ----------------------------------     ----------------------------------
                                           1999               1998                1999               1998
                                     ---------------     --------------     ---------------    ---------------
<S>                                      <C>                <C>                <C>               <C>

         Net investment
            income                       $   2,772          $   2,355          $   8,158          $   7,534
                                         =========          =========          =========          =========

         Realized capital gains
            and losses, after-tax        $    (232)         $      20          $    (498)         $      20
                                         =========          =========          =========          =========

         Net income                      $     721          $   1,649          $   3,830          $   5,041
                                         =========          =========          =========          =========

         Total investments               $ 159,542          $ 163,601          $ 159,542          $ 163,601
                                         =========          =========          =========          =========

</TABLE>

      The Company has  reinsurance  agreements  under which  contract and policy
      related  transactions  are  transferred  primarily to ALIC.  The Company's
      consolidated 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.  The results of
      AFDI and certain non-investment related expenses which are not transferred
      under the  reinsurance  agreements  are  presented  in other  revenues and
      expenses.

                                       10
<PAGE>
                         LINCOLN BENEFIT LIFE COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1999 AND 1998

      Net income for the third  quarter  and first nine  months of 1999 was $721
      thousand and $3.8 million, respectively, compared to $1.6 million and $5.0
      million for the comparable periods in 1998. The decrease in net income for
      both periods was  primarily  due to a $1.2 million  write-down of building
      improvements  in the third quarter of 1999 and realized  capital losses on
      the sale of  publicly-traded  corporate bonds. The Company plans to vacate
      its building in Lincoln, Nebraska in the fourth quarter of 1999 and use it
      for storage purposes.

      Pretax net investment  income for the third quarter of 1999 increased $417
      thousand to $2.8 million compared to $2.4 million for the same period last
      year. The increase in net investment  income for the third quarter of 1999
      was  primarily  due to larger  investment  balances  and  slightly  higher
      investment  yields partially offset by increased  expenses.  For the first
      nine months of 1999,  pretax net investment  income increased 8.3% to $8.2
      million compared to $7.5 million for the same period in 1998. For the nine
      month period ended  September 30, 1999,  higher  investment  balances from
      positive  cash  flows  generated  from  operations  and  lower  investment
      expenses were partially offset by lower investment yields.  Investments at
      September 30, 1999,  excluding  Separate  Accounts and unrealized gains on
      fixed income  securities,  grew 4.3% from the same period last year. Lower
      investment  yields are due, in part,  to the  investment  of proceeds from
      calls and  maturities  and the  investment  of  positive  cash  flows from
      operations in securities yielding less than the average portfolio rate. In
      relatively low interest rate  environments,  funds from called or maturing
      investments  may be  reinvested  at interest  rates lower than those which
      prevailed  when the funds were  previously  invested,  resulting  in lower
      investment yields.



                                       11
<PAGE>
                         LINCOLN BENEFIT LIFE COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1999 AND 1998

      FINANCIAL POSITION

      ($ in thousands)                            SEPTEMBER 30,    DECEMBER 31,
                                                     1999              1998
                                                 --------------    ------------

      Fixed income securities (1)                  $   146,263      $   158,984
      Short-term investments                            13,279            3,675
                                                   -----------      -----------
           Total investments                       $   159,542      $   162,659
                                                   ===========      ===========
      Reinsurance recoverable from ALIC            $ 7,282,999      $ 6,938,717
                                                   ===========      ===========
      Separate Account assets and liabilities      $ 1,080,107      $   763,416
                                                   ===========      ===========
      Contracholder funds                          $ 7,109,316      $ 6,785,070
                                                   ===========      ===========

      (1) Fixed income securities are carried at fair value.  Amortized cost for
          these  securities  was $145,311 and $149,898 at September 30, 1999 and
          December 31, 1998, respectively.

      Total  investments  were $159.5  million at September 30, 1999 compared to
      $162.7  million at December 31, 1998.  Positive cash flows  generated from
      operations were more than offset by a decrease in unrealized capital gains
      on fixed income securities.  At September 30, 1999, unrealized net capital
      gains on fixed  income  securities  were $952  thousand  compared  to $9.1
      million at December 31, 1998.  The  significant  change in the  unrealized
      gain position is primarily attributable to rising interest rates.

      At  September  30, 1999,  all of the  Company's  fixed  income  securities
      portfolio  is rated  investment  grade,  with a  National  Association  of
      Insurance  Commissioners  rating of 1 or 2, a Moody's rating of Aaa, Aa, A
      or Baa, or a comparable Company internal rating.

      Contractholder funds grew $324.2 million to $7.11 billion at September 30,
      1999,  primarily due to sales of indexed and market value adjusted annuity
      contracts  and  higher  levels  of  interest  credited  to  contractholder
      balances,  partially  offset by fixed annuity  surrenders and withdrawals.
      Reinsurance  recoverable from ALIC at September 30, 1999 was $7.28 billion
      versus $6.94 billion at December 31, 1998.  Reinsurance  recoverable  from
      ALIC relates to contract benefit obligations ceded to ALIC.

      Separate Account assets and liabilities  increased $316.7 million to $1.08
      billion at September 30, 1999. The increase was primarily  attributable to
      sales  of  variable  annuity   contracts  and  the  favorable   investment
      performance of the Separate Account investment portfolios.


                                       12
<PAGE>

                         LINCOLN BENEFIT LIFE COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1999 AND 1998

      LIQUIDITY AND CAPITAL RESOURCES

      Under the terms of  reinsurance  agreements,  all 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 financial strength was rated Aa2, AA+ and A+ by Moody's, Standard &
      Poor's and A.M. Best, respectively, at September 30, 1999.

      The  primary  source  for the  remainder  of the  Company's  funds  is the
      collection of principal and interest from the  investment  portfolio.  The
      Company may also receive capital contributions from ALIC. The primary uses
      for the remainder of the Company's  funds are to purchase  investments and
      pay costs  associated  with the  maintenance  of the Company's  investment
      portfolio.

      YEAR 2000

      The Company is  dependent  upon  certain  services  provided for it by the
      Corporation including  computer-related systems, and systems and equipment
      not typically  thought of as  computer-related  (referred to as "non-IT").
      For this  reason,  the  Company is reliant  upon the  Corporation  for the
      establishment  and  maintenance  of  its   computer-related   systems  and
      equipment and non-IT.

      The  Corporation is heavily  dependent upon complex  computer  systems and
      equipment   for  all   phases  of  its   operations,   including   product
      distribution,  customer service, insurance processing,  underwriting, loss
      reserving,  investments  and other  enterprise  systems.  Since many older
      computer software programs  recognize only the last two digits of the year
      in any date,  some  software may fail to operate  properly in or after the
      year 1999 if the  software is not  reprogrammed,  remediated,  or replaced
      ("Year 2000"). Also, non-IT contain embedded hardware or software that may
      have a Year 2000 sensitive  component.  The Corporation believes that many
      of its  counterparties and suppliers also have Year 2000 issues and non-IT
      issues which could affect the Corporation.

      In 1995, the Corporation  commenced a plan consisting of four phases which
      are intended to mitigate  and/or prevent the adverse  effects of Year 2000
      issues on its  systems and  equipment:  1)  inventory  and  assessment  of
      affected  systems and equipment,  2) remediation and compliance of systems
      and  equipment   through   strategies  that  include  the  replacement  or
      enhancement of existing  systems,  upgrades to operating  systems  already
      covered by maintenance agreements and modifications to existing systems to
      make them Year 2000  compliant,  3) testing of systems and equipment using
      clock-forward  testing  for both  current  and future  dates and for dates
      which trigger specific processing,  and 4) contingency planning to address
      possible  adverse  scenarios  and the  potential  financial  impact to the
      Corporation's results of operations, liquidity or financial position.


                                       13
<PAGE>
                         LINCOLN BENEFIT LIFE COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1999 AND 1998

      The  Corporation  believes  that the  first  three  phases  of this  plan,
      assessment, remediation and testing, including clock-forward testing which
      was performed on the Corporation's  systems and equipment and non-IT,  are
      complete.  It is  expected  that the  implementation  and  rollout  of the
      remediated  personal  computer  environment  will be completed by December
      1999.  In  addition,  some  systems and  equipment  and non-IT  related to
      discontinued or  non-critical  functions of the Corporation are planned to
      be abandoned by the end of 1999.

      The fourth  phase of this plan,  contingency  planning,  is  currently  in
      process.  Detailed  plans have been  created in the event that the systems
      and equipment or major external  counterparties  and suppliers  supporting
      critical  processes are not Year 2000 compliant in or after the year 1999.
      These plans,  created by each corporate  function and business unit of the
      Corporation, identify and document the risks associated with Year 2000 and
      their  business  processes.  Appropriate  plans  have  been  developed  to
      mitigate  those  risks.  A  common  inclusion  in many of the  plans  is a
      description  of manual  processes and  personnel  needed in the event of a
      temporary   Year  2000   failure.   Contingency   plans   will  be  tested
      appropriately  by the  corporate  function  or  business  unit  for  their
      effective operation and for achieving their desired results.  This testing
      will  be  complete  by  December  1999.  In  addition,  the  Corporation's
      management is reviewing all corporate  function and business  units' plans
      for accuracy and  comprehensiveness.  This review will also be complete by
      December 1999.  Monitoring of these plans will continue throughout the end
      of 1999 and beyond, as needed.

      The  final  step  of  the   contingency   planning   phase   includes  the
      establishment  of a Year 2000 Command  Center and wellness  checks for the
      Corporation's  systems  and  equipment.  The  Command  Center  will  be in
      operation 24 hours a day for several days before and after January 1, 2000
      and other  critical Year 2000 dates,  to serve as a center of expertise in
      the event a Year 2000 problem is encountered at the Corporation.  Wellness
      checks  will  be  performed  by  designated   personnel   throughout   the
      Corporation  on specified  systems and non-IT to  determine  that they are
      functioning  properly  on or after  January  1, 2000.  The  results of the
      wellness checks will be reported to the Command Center.

      The  Corporation  has  considered   numerous  risk  scenarios  during  the
      contingency  planning phase.  Through this planning,  management  believes
      that the scenario  which could be  considered  the worst case,  includes a
      widespread,  prolonged  failure of public utility  systems which would not
      only  cause   power   outages   for  the   Corporation,   but  also  cause
      telecommunication,  banking or external  counterparty and supplier service
      outages.  While the  Corporation  has assessed and will continue to assess
      data  on  the  utility,   telecommunication  and  banking  industries,  it
      acknowledges the possibility that a prolonged  widespread outage in any or
      all of these industries could lead to a worst case scenario.  However, the
      Corporation  does not consider  such  prolonged  widespread  outages to be
      reasonably  likely.  Therefore,  the  Corporation  has  focused  its  most
      reasonably  likely  worst case  scenario  contingency  planning on limited
      scale  outages in order to ensure the ability to deal with risks of likely
      scenarios.  Because the Corporation is prepared for outages on a localized
      basis as part of normal business operations, the Corporation considers the
      impacts of this most  reasonably  likely  scenario to be immaterial to the
      Corporation's results of operations, liquidity or financial position.


                                       14
<PAGE>

                         LINCOLN BENEFIT LIFE COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1999 AND 1998

      The Company markets products primarily through independent agencies, which
      are independent of the Corporation, and have not been directly included in
      the Corporation-wide four phase plan, and potentially may not be Year 2000
      compliant during or after the year 1999.  Because the risk associated with
      this  scenario is  diffused  across  thousands  of  appointed  independent
      agencies,  located  throughout  the United  States,  using many  different
      technologies, the impact on the Company's results of operations, liquidity
      or financial condition is not determinable.

      In addition,  the Corporation is actively  working with its major external
      counterparties and suppliers, including public utility companies and banks
      and  brokers  involved  in  its  distribution  channel,  to  assess  their
      compliance efforts and the Corporation's  exposure to both their Year 2000
      issues and non-IT issues. This assessment has included soliciting external
      counterparties  and suppliers,  evaluating  responses received and testing
      third party interfaces and interactions to determine compliance. Currently
      the  Corporation  has  solicited,  and has received  responses  from,  the
      majority of its  counterparties and suppliers.  These responses  generally
      state  that they  believe  they will be Year  2000  compliant  and that no
      transactions  will be  affected.  However,  certain  vendors  are  also in
      ongoing  assessment  and  testing  of  their  products  whereby  they  are
      currently  unable to identify all potential  problems in certain  products
      which are used by the  Corporation.  The  Corporation  believes that these
      vendors will make no statements  regarding their Year 2000 readiness other
      than  to  publish  declarations   addressing  specific  compliance  issues
      identified with their products.  The Corporation is working with these key
      vendors and has procedures in place to stay aware of any compliance issues
      encountered by these  vendors.  The  Corporation  has also decided to test
      certain interfaces and interactions to gain additional  assurance on third
      party  compliance.  Currently,  the  Corporation  does not have sufficient
      information to determine  whether all of its external  counterparties  and
      suppliers  will  be  Year  2000  compliant.  If they  are  not  Year  2000
      compliant,  the  Corporation  is unable  to  determine  the  impact of any
      consequent  losses on its results of  operations,  liquidity  or financial
      position.

      The Corporation may be exposed to the risk that the issuers of investments
      in its  portfolio  will be  adversely  impacted by Year 2000  issues.  The
      Corporation  assesses  the  impact  which  Year  2000  issues  have on the
      Corporation's  investments  as  part of due  diligence  for  proposed  new
      investments and in its ongoing review of all current  portfolio  holdings.
      Any  recommended  actions  with  respect  to  individual  investments  are
      determined by taking into account the potential impact of Year 2000 on the
      issuer.  Based  on its  current  review,  the  Corporation  believes  that
      although Year 2000 issues may temporarily  affect the market or individual
      issuers,  the potential  impact of Year 2000 on its  investment  portfolio
      will not be material.

      The  Corporation  presently  believes  that it will  resolve the Year 2000
      issue in a timely  manner.  Year 2000 costs are expensed as incurred.  The
      majority of the expenses  related to this project have been incurred as of
      September 30, 1999.  The  Corporation  estimates that  approximately  $125
      million  in costs  will be  incurred  between  the years of 1995 and 2000.
      These amounts  include costs directly  related to fixing Year 2000 issues,
      such as modifying  software and hiring Year 2000  solution  providers,  as
      well as costs  incurred to replace  certain  non-compliant  systems  which
      would not have been otherwise  replaced.  A portion of these costs will be
      incurred   by  the   Company   on  a  pro  rata  basis  of  usage  of  the
      computer-related  systems and  equipment  and  non-IT,  as compared to the
      usage of all entities  which share these  services  with the  Corporation.
      These amounts are not expected to be material to the results of operations
      of the Company.

                                       15
<PAGE>

                         LINCOLN BENEFIT LIFE COMPANY
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
                           SEPTEMBER 30, 1999 AND 1998

      PENDING ACCOUNTING STANDARDS

      In July  1999,  the  Financial  Accounting  Standards  Board  delayed  the
      effective date of Statement of Financial  Accounting Standard ("SFAS") No.
      133, "Accounting for Derivative Instruments and Hedging Activities", which
      replaces existing  pronouncements and practices with a single,  integrated
      accounting framework for derivatives and hedging activities. The delay was
      effected through the issuance of SFAS No. 137, which extends the effective
      date of SFAS No. 133 requirements to fiscal years beginning after June 15,
      2000. As such, the Company expects to adopt the provisions of SFAS No. 133
      as  of  January  1,  2001.  Based  on  existing   interpretations  of  the
      requirements  of SFAS No. 133,  the impact of the adoption is not expected
      to be material to the results of operations  or financial  position of the
      Company.

      FORWARD-LOOKING STATEMENTS

      The statements contained in this Management's Discussion and Analysis that
      are not historical  information  are  forward-looking  statements that are
      based on management's estimates,  assumptions and projections. The Private
      Securities  Litigation Reform Act of 1995 provides a safe harbor under The
      Securities  Act of  1933  and the  Securities  Exchange  Act of  1934  for
      forward-looking  statements. In order to comply with the terms of the safe
      habor,  the Company notes the following  important factor that could cause
      the   Company's   actual   results   and   experience   with   respect  to
      forward-looking  statements  to  differ  materially  from the  anticipated
      results or other expectations  expressed in the Company's  forward-looking
      statements:

          The Corporation  presently believes that it will resolve the Year 2000
          issues affecting its computer  operations in a timely manner, and that
          the costs  incurred  between  the years of 1995 and 2000 in  resolving
          those issues will be approximately $125 million.  However,  the extent
          to  which  the  computer  operations  of  the  Corporation's  external
          counterparties  and suppliers are adversely  affected  could, in turn,
          affect   the   Corporation's   ability   to   communicate   with  such
          counterparties and suppliers, could increase the cost of resolving the
          Year  2000  issues,  and could  materially  affect  the  Corporation's
          results of operations, liquidity and financial condition in any period
          or periods.


                                       16



<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.

<TABLE>
<CAPTION>

Item 6.           EXHIBITS AND REPORTS ON FORM 8-k

<S>               <C>
         (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 1998.

</TABLE>

*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  #1 to
Registration  Statement on Form S-1 for Lincoln  Benefit life Company  (File No.
333-59765)  filed  April  1,  1999.  Incorporated  herein  by  reference  to the
Post-effective  Amendment #1 to  Registration  Statement on Form S-1 for Lincoln
Benefit  Life Company  (File No.  333-59769)  filed April 1, 1999.  Incorporated
herein  by  reference  to  Pre-effective  Amendment  No.  1 to the  Registration
Statement  on Form S-1 for Lincoln  Benefit Life  Company  (File No.  333-88045)
filed September 29, 1999.


                                    17
<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 12th day of November, 1999.



                          LINCOLN BENEFIT LIFE COMPANY
                                  (Registrant)



/s/ B. EUGENE WRAITH              PRESIDENT, CHIEF OPERATING
B. EUGENE WRAITH                  OFFICER AND DIRECTOR
                                  (Principal Executive Officer)


/s/MARVIN P. EHLY                 SENIOR VICE PRESIDENT
MARVIN P. EHLY                    TREASURER AND DIRECTOR
                                  (Principal Financial Officer)




















                                       18

<PAGE>

Exhibit Index

Exhibit No.              Exhibit


(27)                Financial Data Schedule