UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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, 2002

                                       OR

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

                        Commission file number: 333-66452

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

                Nebraska                              47-0221457
                (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)

               Registrant's telephone number, including are code:
                                 1-800-525-9287


                  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

         As of April 30, 2002, Registrant had 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>




                          LINCOLN BENEFIT LIFE COMPANY
                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                                 MARCH 31, 2002
<TABLE>
<CAPTION>
<S>                 <C>                                                            <C>



PART 1.          FINANCIAL INFORMATION

Item 1.          Condensed Statements of Operations for the Three Months Ended
                 March 31, 2002 and 2001 (unaudited)                                  3

                 Condensed Statements of Financial Position as of March 31, 2002
                 (unaudited) and December 31, 2001                                    4

                 Condensed Statements of Cash Flows for the Three Month Periods
                 Ended March 31, 2002 and 2001 (unaudited)                            5


                 Notes to Condensed Financial Statements (unaudited)                  6


Item 2.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations                                                8

PART II.         OTHER INFORMATION

Item 1.          Legal Proceedings                                                   14

Item 6.          Exhibits and Reports on Form 8-K                                    14


                 Signature Page                                                      15


</TABLE>












                                        2
<PAGE>



                          PART 1. FINANCIAL INFORMATION
                     ITEM 1. CONDENSED FINANCIAL STATEMENTS

                          LINCOLN BENEFIT LIFE COMPANY
                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                                                                   <C>            <C>


                                                                                      THREE MONTHS ENDED
                                                                                           MARCH 31,
(IN THOUSANDS)                                                                        2002          2001
                                                                                      ----          ----
                                                                                          (unaudited)

REVENUES
Net investment income                                                                $ 2,953       $ 3,137
Realized capital gains and losses                                                        450          (844)
                                                                                     -------       -------



INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE                                       3,403         2,293
Income tax expense                                                                     1,189           800
                                                                                     -------       -------


NET INCOME                                                                           $ 2,214       $ 1,493
                                                                                     =======       =======
</TABLE>







                  See notes to condensed financial statements.
















                                        3

<PAGE>

                          LINCOLN BENEFIT LIFE COMPANY
                   CONDENSED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
<S>                                                                                                     <C>                <C>


                                                                                                     MARCH 31,        DECEMBER 31,
                                                                                                       2002              2001
                                                                                                       ----              ----
(IN THOUSANDS, EXCEPT PAR VALUE DATA)                                                               (unaudited)

ASSETS
Investments
   Fixed income securities, at fair value (amortized cost $164,283 and $179,124)                 $    169,370      $    186,709
   Short-term                                                                                          24,965             6,856
                                                                                                 ------------      ------------
     Total investments                                                                                194,335           193,565

Cash                                                                                                   85,128            43,796
Reinsurance recoverable from Allstate Life Insurance Company, net                                   9,943,065         9,564,440
Reinsurance recoverable from non-affiliates, net                                                      473,752           458,563
Receivable from affiliate, net                                                                              -            17,027
Other assets                                                                                            3,142             2,924
Separate Accounts                                                                                   1,621,150         1,565,708
                                                                                                 ------------      ------------
        TOTAL ASSETS                                                                             $ 12,320,572      $ 11,846,023
                                                                                                 ============      ============


LIABILITIES
Contractholder funds                                                                             $  9,638,144      $  9,287,599
Reserve for life-contingent contract benefits                                                         769,994           724,044
Current income taxes payable                                                                            4,865             3,645
Deferred income taxes                                                                                   5,281             6,187
Payable to affiliates, net                                                                             27,441                 -
Other liabilities and accrued expenses                                                                 64,503            70,237
Separate Accounts                                                                                   1,621,150         1,565,708
                                                                                                 ------------      ------------
        TOTAL LIABILITIES                                                                          12,131,378        11,657,420
                                                                                                 ------------      ------------
COMMITMENTS AND CONTINGENT LIABILITIES (NOTE 4)

SHAREHOLDER'S EQUITY
Common stock, $100 par value, 30,000 shares authorized, 25,000 shares issued
    and outstanding                                                                                     2,500             2,500
Additional capital paid-in                                                                            126,750           126,750
Retained income                                                                                        56,637            54,423
Accumulated other comprehensive income:
   Unrealized net capital gains and losses                                                              3,307             4,930
                                                                                                 ------------      ------------

        Total accumulated other comprehensive income                                                    3,307             4,930
                                                                                                 ------------      ------------
        TOTAL SHAREHOLDER'S EQUITY                                                                    189,194           188,603
                                                                                                 ------------      ------------
        TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                                               $ 12,320,572      $ 11,846,023
                                                                                                 ============      ============
</TABLE>





                  See notes to condensed financial statements.







                                        4
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S>                                                                                     <C>           <C>


                                                                                        THREE MONTHS ENDED
                                                                                            MARCH 31,
                                                                                            ---------
(IN THOUSANDS)                                                                          2002         2001
                                                                                        ----         ----
                                                                                            (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                            $  2,214      $ 1,493
Adjustments to reconcile net income to net cash provided by operating activities
          Depreciation, amortization and other non-cash items                              (71)        (130)
          Realized capital gains and losses                                               (450)         844
          Changes in:
             Life-contingent contract benefits and contractholder funds, net of
                  reinsurance recoverables                                               2,681        3,237
             Income taxes payable                                                        1,189          801
             Receivable/payable to affiliates, net                                      44,468       (9,874)
             Other operating assets and liabilities                                     (6,053)      15,265
                                                                                       -------      -------
                Net cash provided by operating activities                               43,978       11,636
                                                                                       -------      -------

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities
          Proceeds from sales                                                           11,087        3,175
          Investment collections                                                         6,289        1,944
          Investments purchases                                                         (1,913)      (8,245)
Change in short-term investments, net                                                  (18,109)         793
                                                                                       -------      -------
                Net cash used in investing activities                                   (2,646)      (2,333)
                                                                                       -------      -------

NET INCREASE IN CASH                                                                    41,332        9,303
CASH AT BEGINNING OF PERIOD                                                             43,796           76
                                                                                       -------      -------
CASH AT END OF PERIOD                                                                 $ 85,128      $ 9,379
                                                                                      ========      =======

</TABLE>










                  See notes to condensed financial statements.











                                        5
<PAGE>
                          LINCOLN BENEFIT LIFE COMPANY
                     NOTES TO CONDENSED FINANCIAL STATEMENS
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION

           The accompanying condensed 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 condensed financial statements and notes as of March 31, 2002,
       and for the three month periods ended March 31, 2002 and 2001, are
       unaudited. The condensed 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 condensed 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 the year
       ended December 31, 2001. 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 2002 presentation, certain prior year
       amounts 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 condensed statements of operations. Reinsurance recoverable and the
       related reserve for life-contingent contract benefits and contractholder
       funds are reported separately in the condensed 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 condensed financial statements as those assets
       are owned and managed by ALIC 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>
<S>                                                                          <C>              <C>

                                                                         THREE MONTHS ENDED MARCH 31,
                                                                            2002              2001
                                                                            ----              ----
      (IN THOUSANDS)
      PREMIUMS AND CONTRACT CHARGES
      Direct                                                             $ 145,809         $ 101,071
      Assumed                                                                    -                 1
      Ceded
         Affiliate                                                         (88,485)          (57,653)
         Non-affiliate                                                     (57,324)          (43,419)
                                                                         ---------         ---------
          Premiums and contract charges, net of reinsurance              $      -          $       -
                                                                         =========         =========

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

                                                                         THREE MONTHS ENDED MARCH 31,
       (IN THOUSANDS)                                                       2002              2001
                                                                            ----              ----
       CREDITED INTEREST, POLICY BENEFITS AND OTHER EXPENSES
       Direct                                                            $ 284,327        $ 188,695
       Assumed                                                                   -                -
       Ceded
          Affiliate                                                       (207,318)        (135,747)
          Non-affiliate                                                    (77,009)         (52,948)
                                                                         ---------        ---------
           Credited interest, policy benefits and other expenses,
           net of reinsurance                                            $       -        $       -
                                                                         =========        =========

</TABLE>

                                       6

<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                     NOTES TO CONDENSED FINANCIAL STATEMENS
                                   (UNAUDITED)

3.      COMPREHENSIVE INCOME

              The components of other comprehensive income on a pretax and
        after-tax basis are as follows:
<TABLE>
<CAPTION>
<S>                                                   <C>         <C>        <C>        <C>        <C>         <C>

                                                                      THREE MONTHS ENDED MARCH 31,
                                                    ------------------------------------------------------------------
      (IN THOUSANDS)                                              2002                               2001
                                                    ---------------------------------    -----------------------------

                                                                            After-                           After-
                                                     Pretax       Tax        tax       Pretax      Tax        tax
                                                     ------       ---       -----      ------      ---       ------
      UNREALIZED CAPITAL GAINS AND LOSSES:

      Unrealized holding (losses) gains
         arising during the period                  $ (2,048)   $  717   $ (1,331)    $ 1,845    $ (646)    $ 1,199
      Less: reclassification adjustments                 450      (158)       292        (844)      295        (549)
                                                    --------    ------   --------     -------    ------     -------

      Unrealized net capital (losses) gains           (2,498)      875     (1,623)      2,689      (941)      1,748
                                                    --------    ------   ---------    -------    ------     -------
      Other comprehensive (loss) income             $ (2,498)  $   875     (1,623)    $ 2,689    $ (941)      1,748
                                                    ========   =======                =======    ======

      Net income                                                            2,214                             1,493
                                                                         --------                           -------

      Comprehensive income                                              $     591                           $ 3,241
                                                                        =========                           =======
</TABLE>



4.    REGULATION AND LEGAL PROCEEDINGS

              The Company's business is subject to the effects of a changing
       social, economic and regulatory environment. 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 businesses, tax law changes affecting the taxation of insurance
       companies, the tax treatment of insurance products and its impact on the
       relative desirability of various personal investment vehicles and the
       overall expansion of regulation. The ultimate changes and eventual
       effects, if any, of these initiatives are uncertain.

              From time to time the Company is involved in pending and
      threatened litigation in the normal course of its business in which claims
      for monetary damages are asserted. 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.









                                       7
<PAGE>


     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS
                          ENDED MARCH 31, 2002 AND 2001



      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 condensed
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, 2001.

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 (the
"Corporation"), markets a diversified group of products to meet consumer's
lifetime needs in the areas of protection and retirement solutions through
independent insurance agents and broker/dealers, including master brokerage
agencies. Products distributed through independent insurance agents include term
life insurance; whole life; universal life; variable universal life; single
premium life; fixed annuities, including market value adjusted annuities and
equity-indexed annuities; immediate annuities; variable annuities and long-term
care products. Variable annuities and variable universal life products are also
distributed through independent broker/dealers. ALFS, Inc. ("ALFS") is the
principal underwriter for certain Lincoln Benefit products, such as variable
universal life, variable annuities and market value adjusted annuities. ALFS is
a wholly owned subsidiary of ALIC and is a registered broker/dealer under the
Securities Exchange Act of 1934.

      The Company has identified itself as a single segment entity.

      The assets and liabilities related to variable 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' claims to the related assets and are carried at the fair value
of the assets. 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 condensed statements of operations. Revenues to the
Company from the Separate Accounts consist of contract maintenance and
administration fees and mortality, surrender and expense charges all of which
are ceded to ALIC.

      Absent any contract provision wherein the Company guarantees either a
minimum return of account value upon death or annuitization, variable annuity
and variable life contractholders bear the investment risk that the Separate
Accounts' funds may not meet their stated objectives.

RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                            <C>                  <C>


(IN THOUSANDS)
                                                 THREE MONTHS ENDED
                                                      MARCH 31,
                                           -----------------------------------
                                                2002               2001
                                           ----------------    ---------------
Net investment income                         $ 2,953            $ 3,137
Realized capital gains and losses                 450               (844)
Income tax expense                              1,189                800
                                              -------            -------
Net income                                    $ 2,214            $ 1,493
                                              =======            =======
</TABLE>

      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 condensed
statements of operations. The Company's results of operations include net
investment income and realized capital gains and losses earned on the assets of
the Company that are not transferred under the reinsurance agreements.


                                       8

<PAGE>
    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS
                         ENDED MARCH 31, 2002 AND 2001

      Net income for the first three months of 2002 increased 48.3% to $2.2
million compared to the same period last year, due to realized capital gains
during the first three months of 2002 partially offset by a decrease in net
investment income.

      Net investment income for the first three months of 2002 decreased 5.9% to
$3.0 million compared to the same period last year, due to lower investment
yields partially offset by increased investment balances. Investment balances,
excluding Separate Accounts and unrealized gains and losses on fixed income
securities, increased 5.3% to $189.2 million at March 31, 2002 from $179.8
million at March 31, 2001. This increase was due to positive cash flows from
operations.

      Realized capital gains, after-tax, were $293 thousand for the first three
months of 2002 compared to realized capital losses of $549 thousand for the same
period last year. Realized capital gains and losses result from the sale of
fixed income securities. Period to period fluctuations in realized capital gains
and losses are the result of timing of sales decisions reflecting management's
decision on positioning the portfolio, assessments of individual securities,
overall market conditions and write-downs when an assessment is made by the
Company that a decline in value of a security is other than temporary.

FINANCIAL POSITION
<TABLE>
<CAPTION>
<S>                                                               <C>                  <C>

(IN THOUSANDS)
                                                                MARCH 31,            DECEMBER 31,
                                                                  2002                   2001
                                                                  ----                   ----
Fixed income securities (1)                                    $   169,370           $   186,709
Short-term investments                                              24,965                 6,856
                                                               -----------           -----------
         Total investments                                     $   194,335           $   193,565
                                                               ===========           ===========
Cash                                                           $    85,128           $    43,796
                                                               ===========           ===========
Reinsurance recoverable from ALIC, net                         $ 9,943,065           $ 9,564,440
                                                               ===========           ===========
Contractholder funds                                           $ 9,638,144           $ 9,287,599
                                                               ===========           ===========
Reserve for life-contingent contract benefits                  $   769,994           $   724,044
                                                               ===========           ===========
Separate Accounts assets and liabilities                       $ 1,621,150           $ 1,565,708
                                                               ===========           ===========
</TABLE>

(1) Fixed income securities are carried at fair value. Amortized cost for these
securities was $164.3 million and $179.1 million at March 31, 2002 and December
31, 2001, respectively.

      Total investments were $194.3 million at March 31, 2002 compared to $193.6
million at December 31, 2001. The increase was due to positive cash flows
generated from operations offset in part by fewer unrealized gains on fixed
income securities. Unrealized net capital gains on fixed income securities were
$5.1 million at March 31, 2002 compared to $7.6 million at December 31, 2001.
Investments at March 31, 2002, excluding unrealized gains on fixed income
securities, grew 1.8% from December 31, 2001.

      At March 31, 2002, 97.9% 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.

       At March 31, 2002, cash was $85.1 million compared to $43.8 million at
December 31, 2001. Cash increased due to a change in the settlement process for
intercompany balances.

       At March 31, 2002, Contractholder funds increased to $9.64 billion from
$9.29 billion at December 31, 2001 as the result of additional deposits from
fixed annuities and credited interest that were partially offset by surrenders
and withdrawals. Reserves for life-contingent contract benefits increased $46.0
million to $770.0 million at March 31, 2002 resulting from increased sales of
term products that was partially offset by benefits paid. Reinsurance
recoverable from ALIC increased correspondingly by $378.6 million due to the
increase in contractholder funds.

      Separate Accounts assets and liabilities increased 3.5% to $1.62 billion
at March 31, 2002 as compared to the December 31, 2001 balance. The increases
were primarily attributable to additional sales of variable annuity contracts
and transfers from the fixed account option contract to variable Separate
Accounts funds partially offset by surrenders and withdrawals and expense
charges.

                                       9

<PAGE>
    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS
                         ENDED MARCH 31, 2002 AND 2001

CAPITAL RESOURCES AND LIQUIDITY

CAPITAL RESOURCES
      The company's capital resources consist of shareholder's equity. The
following table summarizes the capital resources:
<TABLE>
<CAPTION>
<S>                                               <C>                   <C>

                                                MARCH 31,           DECEMBER 31,
(IN THOUSANDS)                                    2002                  2001
                                                  ----                  ----
Common stock and retained income              $  185,887           $   183,673
Other comprehensive income                         3,307                 4,930
                                              ----------           -----------
      Total shareholder's equity              $  189,194           $   188,603
                                              ==========           ===========
</TABLE>

SHAREHOLDER'S EQUITY
       Shareholder's equity increased for March 31, 2002 due to net income
partially offset by a decrease in unrealized net capital gains and losses.

DEBT

      The Company had no outstanding debt at March 31, 2002 and December 31,
2001. The Company has entered into an intercompany loan agreement with the
Corporation. The amount of funds available to the Company is at the discretion
of the Corporation. The maximum amount of loans the Corporation will have
outstanding to all its eligible subsidiaries at any given point in time is
limited to $1.00 billion. No amounts were outstanding under the intercompany
loan agreement at March 31, 2002 and December 31, 2001. The Corporation uses
commercial paper borrowings and can use bank lines of credit to fund
intercompany borrowings.

FINANCIAL RATINGS AND STRENGTHS

       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 multiple level downgrade, while not expected, could have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company shares its financial strength ratings with its parent,
ALIC, due to the 100% reinsurance agreements. The Company's current financial
strength ratings are listed below:
<TABLE>
<CAPTION>
<S>     <C>                               <C>                   <C>


     RATING AGENCY                        RATING              RATING STRUCTURE
     -------------                        ------              ----------------
     Moody's Investors Service, Inc.      Aa2                 Second highest of nine ratings
                                          ("Excellent")       categories and mid-range within the
                                                              category based on modifiers (e.g.,
                                                              Aa1, Aa2 and Aa3 are "Excellent")

     Standard & Poor's Ratings Services   AA+                 Second highest of nine ratings
                                          ("Very Strong")     categories and highest within the
                                                              category based on modifiers (e.g.,
                                                              AA+, AA and AA- are "Very Strong")

     A.M. Best Company, Inc.              A+                  Highest of nine ratings categories
                                          ("Superior")        and second highest within the
                                                              category based on modifiers (e.g.,
                                                              A++ and A+ are "Superior" while A
                                                              and A- are "Excellent")

</TABLE>


      In February 2002, Standard & Poor's affirmed its December 31, 2001
ratings. Standard & Poor's revised its outlook for ALIC and its rated
subsidiaries and affiliates to "negative" from "stable". This revision is part
of an ongoing life insurance industry review recently initiated by Standard &
Poor's. Moody's and A.M. Best reaffirmed their ratings and outlook for the
Company and ALIC.

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,

                                       10
<PAGE>
    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS
                         ENDED MARCH 31, 2002 AND 2001


contract surrenders and withdrawals and certain operating costs, excluding those
relating to Separate Accounts,  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 March 31, 2002.

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

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

      This document contains "forward-looking statements" that anticipate
results based on management's plans 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 these 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 and a provider of other financial services.

o    There is uncertainty involved in estimating the availability of reinsurance
     and the collectibility of reinsurance and recoverables. This uncertainty
     arises from a number of factors, including whether losses meet the
     qualifying conditions of the reinsurance contracts and if the reinsurers
     have the financial capacity and willingness to pay.

o    Currently,  the Corporation is examining the potential exposure, if any, of
     its insurance  operations  from acts of terrorism.  The Corporation is also
     examining  how best to  address  this  exposure,  if any,  considering  the
     interests of policyholders, shareholders, the lending community, regulators
     and others.  The Company  generally does not have  exclusions for terrorist
     events  included  in its  life  insurance  policies.  In the  event  that a
     terrorist act occurs, the Company may be adversely  impacted,  depending on
     the  nature  of  the  event.  With  respect  to  the  Company's  investment
     portfolio,  in the event that commercial  insurance  coverage for terrorism
     becomes  unavailable or very expensive,  there could be significant adverse
     impacts on some portion of the Company's portfolio, particularly in sectors
     such as airlines and real estate.  For  example,  certain debt  obligations
     might be  adversely  affected due to the  inability  to obtain  coverage to
     restore the related  real estate or other  property,  thereby  creating the
     potential for increased default risk.


o    Changes in market  interest rates can have adverse effects on the Company's
     investment  portfolio and investment  income.  Increasing  market  interest
     rates have an adverse impact on the value of the investment portfolio,  for
     example, by decreasing unrealized capital gains on fixed income securities.
     In  addition,  increases  in market  interest  rates as  compared  to rates
     offered on some of the Company's  products  could make those  products less
     attractive and lead to lower sales and/or  increase the level of surrenders
     on these  products.  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 proceeds from maturing and
     called  investments  into new investments  that could be yielding less than
     the portfolio's average rate.


o    The impact of decreasing Separate Accounts balances resulting from volatile
     market conditions, underlying fund performance and sales management
     performance could cause contract charges realized by the Company, as well
     as ALIC, to decrease and lead to an increase of exposure to pay guaranteed
     minimum income and death benefits.

                                       11

<PAGE>
    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS
                         ENDED MARCH 31, 2002 AND 2001

o    The Company amortizes  deferred policy acquisition costs ("DAC") related to
     contractholder  funds in  proportion  to gross  profits over the  estimated
     lives of the  contract  periods.  Periodically,  the  Company  updates  the
     assumptions  underlying the gross profits,  which include  estimated future
     fees,   investment  margins  and  expenses,  in  order  to  reflect  actual
     experience.  Updates  to these  assumptions  result in  adjustments  to the
     cumulative  amortization  of DAC.  These  adjustments  may have a  material
     effect on results of operations.  DAC and any related adjustments are ceded
     to ALIC.

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

o    It is possible that the assumptions and projections  used by the Company in
     establishing   prices  for  the  guaranteed   minimum  death  benefits  and
     guaranteed  minimum  income  benefits on variable  annuities,  particularly
     assumptions and projections about investment performance, do not accurately
     anticipate the level of costs the Company will ultimately incur and cede to
     ALIC in providing those benefits.

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.  Reserves  are  based  on  many
     assumptions and estimates,  including  estimated premiums received over the
     assumed  life  of the  policy,  the  timing  of the  event  covered  by the
     insurance  policy,  the  amount  of  contract  benefits  to be paid and the
     investment  returns on the assets purchased with the premium received.  The
     Company  periodically   reviews  and  revises  its  estimates.   If  future
     experience  differs  from  assumptions,  it may have a  material  impact on
     results of operations ceded to ALIC.

o    Under  current  U.S.  tax  law  and  regulations,  deferred  and  immediate
     annuities  and  life  insurance,   including  interest-sensitive  products,
     receive favorable policyholder tax treatment. Any legislative or regulatory
     changes that adversely alter this treatment are likely to negatively affect
     the demand for these products.  In addition,  recent changes in the federal
     estate tax laws will affect the demand for the types of life insurance used
     in estate planning.

o    The Company distributes 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, for example, changes
     in control of any of these entities, could have a detrimental effect on the
     Company's sales. This risk may be exacerbated due to the enactment of the
     Gramm-Leach-Bliley Act of 1999, which eliminated many federal and state law
     barriers to affiliations among banks, securities firms, insurers and other
     financial service providers.

o    While  positive  operating  cash flows are expected to continue to meet the
     Corporation's liquidity requirements,  the Corporation's liquidity could be
     constrained  by a catastrophe  which  results in  extraordinary  losses,  a
     downgrade of the  Corporation's  current long-term debt rating of A1 and A+
     (from Moody's and Standard & Poor's,  respectively) to non-investment grade
     status of below Baa3/BBB-,  a downgrade in AIC's financial  strength rating
     from  Aa2,  AA and A+  (from  Moody's,  Standard  & Poor's  and A.M.  Best,
     respectively) to below Baa/BBB/B, or a downgrade in ALIC's or the Company's
     financial  strength  rating from Aa2, AA+ and A+ (from Moody's,  Standard &
     Poor's and A.M. Best, respectively) to below Aa3/AA-/A-.  In the event of a
     downgrade of the  Corporation's  ratings,  ALIC and its rated  subsidiaries
     could also experience a similar downgrade.

o    The events of September 11 and the  resulting  disruption  in the financial
     markets revealed weaknesses in the physical and operational  infrastructure
     that underlies the U.S. and worldwide  financial systems.  Those weaknesses
     did not  impair  the  Company's  liquidity  in the  wake of  September  11.
     However,  if an event of similar or greater  magnitude occurs in the future
     and if the weaknesses in the physical and operational infrastructure of the
     U.S. and worldwide  financial  systems are not remedied,  the Company could
     encounter  significant  difficulties  in  transferring  funds,  buying  and
     selling  securities  and  engaging  in other  financial  transactions  that
     support its liquidity.

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
     business.  On an  ongoing  basis,  rating  agencies  review  the  financial
     performance and condition of insurers. A multiple level downgrade of either
     the  Company or ALIC,  while not  expected,  could have a material  adverse
     effect  on  the  Company's  sales,  including  the  competitiveness  of the
     Company's  product  offerings,  its  ability  to market  products,  and its
     financial condition and results of operations.


                                       12

<PAGE>
    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS FOR THE THREE MONTH PERIODS
                         ENDED MARCH 31, 2002 AND 2001


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

o    Following enactment of the Gramm-Leach-Bliley Act of 1999, federal
     legislation that allows mergers that combine commercial banks, insurers and
     securities firms, state insurance regulators have been collectively
     participating in a reexamination of the regulatory framework that currently
     governs the United States insurance business in an effort to determine the
     proper role of state insurance regulation in the U. S. financial services
     industry. We 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 affect any such measures would have on the Company.

o    The  Gramm-Leach-Bliley Act of 1999 permits mergers that combine commercial
     banks,  insurers  and  securities  firms under one holding  company.  Until
     passage of the  Gramm-Leach-Bliley  Act, the Glass Steagall Act of 1933 had
     limited the ability of banks to engage in securities-related businesses and
     the Bank  Holding  Company  Act of 1956 had  restricted  banks  from  being
     affiliated with insurers.  With the passage of the Gramm-Leach-Bliley  Act,
     bank holding companies may acquire insurers and insurance holding companies
     may acquire  banks.  In addition,  grand-fathered  unitary  thrift  holding
     companies,  including  The Allstate  Corporation,  may engage in activities
     that are not  financial in nature.  The ability of banks to affiliate  with
     insurers may materially adversely affect all of the Company's product lines
     by  substantially  increasing  the number,  size and financial  strength of
     potential competitors.

o    In some states, mutual insurance companies can convert to a hybrid
     structure known as a mutual holding company. This process converts
     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, some
     states permit the conversion of mutual insurance companies into stock
     insurance companies (demutualization). The ability of mutual insurance
     companies to convert to mutual holding companies or to demutualize may
     materially adversely affect all of our product lines by substantially
     increasing competition for capital in the financial services industry.






                                       13


<PAGE>


PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

         The discussion "Regulation and Legal Proceedings" in Part I, Item 1,
Note 4 of this Form 10-Q is incorporated herein by reference.


Item 6.  Exhibits and Reports on Form 8-K


       (a) Exhibits


           An Exhibit Index has been filed as part of this report on page E-1

       (b) Reports on Form 8-K

          None.













                                       14
<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated May 13, 2002.                 LINCOLN BENEFIT LIFE COMPANY

--------------------------------------------------------------
                                      (Registrant)


                                    /s/THOMAS J. WILSON, II
                                    Thomas J. Wilson, II
                                    CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                      (Authorized Officer of Registrant)



                                    /s/SAMUEL H. PILCH
                                    Samuel H. Pilch
                                    GROUP VICE PRESIDENT AND CONTROLLER
                                      (Chief Accounting Officer)


















                                       15
<PAGE>




                                  Exhibit Index
<TABLE>
<CAPTION>
<S>     <C>                     <C>


      Exhibit No.                                          Description

      3(i)              Amended and Restated Articles of Incorporation of Lincoln Benefit Life Company
                        dated September 26, 2000.

      3(ii)             Amended and Restated By-Laws of Lincoln Benefit Life Company dated July 23,
                        1997.  Incorporated herein by reference to Exhibit 6(b) to Lincoln Benefit Life
                        Variable Life Account Registration Statement No. 333-47717 on Form S-6 filed
                        March 11, 1998.

      10.1              Service and Expense Agreement among Allstate Insurance
                        Company and The Allstate Corporation and Certain
                        Insurance Subsidiaries dated January 1, 1999.
                        Incorporated herein by reference to Exhibit 10.2 to
                        Northbrook Life Insurance Company's Quarterly Report on
                        Form 10-Q for the quarter ended March 31, 2002.

      10.2              Investment Management Agreement and Amendment to Certain Service and Expense
                        Agreements Among Allstate Investments, LLC and Allstate Insurance Company and The
                        Allstate Corporation and Certain Affiliates effective as of January 1, 2002.
                        Incorporated herein by reference to Exhibit 10.3 to Northbrook Life Insurance
                        Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

      10.3              Tax Sharing Agreement dated as of November 12, 1996
                        among The Allstate Corporation and certain affiliates.
                        Incorporated herein by reference to Exhibit 10.4 to
                        Northbrook Life Insurance Company's Quarterly Report on
                        Form 10-Q for the quarter ended March 31, 2002.

      10.4              Cash Management Services Master Agreement between
                        Allstate Insurance Company and Allstate Bank (fka
                        Allstate Federal Savings Bank) dated March 16, 1999.


      10.5              Amendment No.1 to Cash Management Services Master Agreement effective January 5,
                        2001.


</TABLE>















                                      E-1