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, 1998

                                       OR

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

Commission file number:    333-59765
                           333-59769

                          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)

                                 1-800-865-5237
              (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, 1998; there were 25,000 shares of common capital stock
outstanding,  par value $100 per share all of which  shares are held by Allstate
Life Insurance Company.

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

        Statements of Financial Position
        September 30, 1998 (Unaudited) and December 31, 1997..............    3

        Statements of Operations
        Three Months Ended September 30, 1998 and September 30, 1997
        and Nine Months Ended September 30, 1997 (Unaudited)..............    4

        Statements of Cash Flows
        Nine Months Ended September 30, 1998 and September 30, 1997
        (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.................................................   14

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

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

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

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

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

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




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

<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>

                                                                                      September 30,           December 31,
($ in thousands)                                                                          1998                   1997   
                                                                                   ------------------    --------------------
                                                                                       (Unaudited)
<S>                                                                                    <C>                      <C>
ASSETS
Investments
   Fixed income securities, at fair value (amortized                             
      cost $148,937 and $141,553)                                                    $    160,548            $    147,911
   Short-term                                                                               3,053                   1,020
                                                                                       ----------               --------- 
          Total investments                                                               163,601                 148,931

Reinsurance recoverable from Allstate
   Life Insurance Company                                                               6,835,792                6,732,755
Reinsurance recoverable from third parties                                                159,938                  127,182
Net receivable from affiliates                                                             19,348                   14,481
Cash                                                                                        4,691                    4,220
Other assets                                                                               25,232                   31,976
Separate Accounts                                                                         608,965                  447,658
                                                                                       ----------                ---------
           Total assets                                                              $  7,817,567             $  7,507,203
                                                                                     ============             ============

LIABILITIES
Reserve for life-contingent contract benefits                                       $     295,158            $     252,195
Contractholder funds                                                                    6,689,996                6,607,130
Income taxes payable                                                                        4,870                    1,128
Deferred income taxes                                                                       5,993                    4,149
Other liabilities and accrued expenses                                                     52,795                   43,609
Separate Accounts                                                                         608,965                  447,658
                                                                                       ----------                ---------
            Total liabilities                                                           7,657,777                7,355,869
                                                                                       ----------                ---------

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                                                                            32,993                   27,952
Accumulated other comprehensive income:
           Unrealized net capital gains                                                     7,547                    4,132
                                                                                        ---------                ---------
     Total accumulated other comprehensive income                                           7,547                    4,132
                                                                                        ---------                ---------

         Total shareholder's equity                                                       159,790                  151,334
                                                                                        ---------                ---------
         Total liabilities and shareholder's equity                                  $  7,817,567             $  7,507,203
                                                                                     ============             ============


</TABLE>

See notes to consolidated financial statements.

                                      -3-
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                 Three months ended          Nine months ended
                                    September 30,               September 30,
                                ---------------------    -----------------------
($ in thousands)                 1998           1997       1998            1997 
                                ------         ------     ------          ------
                                                  (Unaudited)

<S>                           <C>           <C>           <C>           <C> 

REVENUES
Net investment income          $ 2,562       $ 2,567      $ 7,796        $ 7,302
Realized capital gains and          31             1           31             10
 losses                        -------       -------      -------        ------- 
                                                                

INCOME BEFORE INCOME TAX                                                
     EXPENSE                     2,593         2,568        7,827          7,312

INCOME TAX EXPENSE                 945           901        2,786          2,559
                               -------        ------       ------         ------

NET INCOME                    $  1,648       $ 1,667      $ 5,041        $ 4,753
                             =========      ========     ========       ========

</TABLE>

See notes to consolidated financial statements.

                                      -4-
<PAGE>



                          LINCOLN BENEFIT LIFE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>


                                                                                   Nine months ended
                                                                                      September 30
                                                                          --------------------------------------
($ in thousands)                                                                1998                1997   
                                                                          ------------------  ------------------
                                                                                       (Unaudited)
<S>                                                                          <C>                  <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                  $     5,041         $     4,753
Adjustments to reconcile net income to net
  cash provided by operating activities
    Amortization and other non-cash items                                             21                 42
    Realized capital gains and losses                                                (31)               (10)
    Changes in life-contingent contract benefits                                                          
        and contractholder funds                                                   (9,965)           (6,775)
    Changes in deferred income taxes                                                    6              (461)
    Changes in other operating assets and liabilities                              14,548             11,871
                                                                                ---------          ---------
     Net cash provided by operating activities                                      9,620              9,420
                                                                                ---------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Fixed income securities                                                                        
   Investment collections                                                           7,482              8,085
   Investment purchases                                                          (14,598)            (10,667)
Change in short-term investments, net                                             (2,033)                501
                                                                                ---------          ----------
     Net cash used in investing activities                                        (9,149)             (2,081)
                                                                                ---------          ----------


NET INCREASE IN CASH                                                                 471               7,339
CASH AT BEGINNING OF PERIOD                                                        4,220               7,412
                                                                                ---------        -----------
CASH AT END OF PERIOD                                                        $     4,691         $    14,751
                                                                              ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
      INFORMATION
Noncash financing activity:
Dividend-in-kind to Allstate Life Insurance Company                          $          -        $      (10)
                                                                             ============        ===========
</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  (the  "Company")  and its wholly owned
        subsidiary,  Lincoln  Benefit  Financial  Services,  Inc.,  a registered
        broker-dealer. The Company is a wholly owned subsidiary of Allstate Life
        Insurance Company ("ALIC"),  which is wholly owned by Allstate Insurance
        Company, a wholly owned subsidiary of The Allstate Corporation.

        The consolidated financial statements and notes as of September 30, 1998
        and for the three month and nine month periods ended  September 30, 1998
        and 1997 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.  These  consolidated  financial  statements  and notes
        should be read in conjunction  with the Company's  audited  consolidated
        financial  statements  and notes thereto for the year ended December 31,
        1997.  The results of  operations  for the interim  period should not be
        considered indicative of results to be expected for the full year.

        Effective  January 1, 1998, the Company  adopted  Statement of Financial
        Accounting   Standards  No.  130,  "Reporting   Comprehensive   Income."
        Comprehensive   income  is  a   measurement   of   certain   changes  in
        shareholders'  equity that result from  transactions  and other economic
        events other than transactions with shareholders. For the Company, these
        consist  of  changes in  unrealized  gains and losses on the  investment
        portfolio.  These amounts,  presented as other comprehensive income, net
        of related taxes, are added to net income which results in comprehensive
        income. The required disclosures are presented in Note 3.

        In March 1998,  the  Accounting  Standards  Executive  Committee  of the
        American  Institute of Certified Public  Accountants issued Statement of
        Position  ("SOP") 98-1,  "Accounting for the Costs of Computer  Software
        Developed or Obtained for  Internal  Use." The SOP provides  guidance on
        accounting for the costs of computer software  developed or obtained for
        internal  use.  Specifically,  certain  external,  payroll  and  payroll
        related costs should be capitalized  during the application  development
        stage  of a  software  development  project  and  depreciated  over  the
        computer  software's  useful  life.  The  Company  has  adopted  the SOP
        effective January 1, 1998.

        In December 1997, the Accounting  Standards  Executive  Committee of the
        American  Institute of  Certified  Public  Accountants  issued SOP 97-3,
        "Accounting  by Insurance and Other  Enterprises  for  Insurance-Related
        Assessments."  This SOP is  required  to be  adopted  in  1999.  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

                                      -6-
<PAGE>

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

        assessment  has  occurred  and 3) the  amount of the  assessment  can be
        reasonably  estimated.  The requirements of this SOP are not expected to
        have a  material  impact on the  results  of  operations,  liquidity  or
        financial position of the Company.  The Company expects to adopt the SOP
        as of January 1, 1999.

        To  conform  with the 1998  presentation,  certain  amounts in the prior
        years' financial statements and notes have been reclassified.

2.      Reinsurance

        Premiums,  contract  charges,  credited  interest,  policy  benefits and
        certain   expenses  are  ceded  primarily  to  ALIC.  The   consolidated
        statements of operations are presented net of reinsurance  transactions.
        Therefore, 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  the  reinsurance   agreements  Reinsurance
        recoverable  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.

        Investment  income  earned on the assets  which  support  contractholder
        funds is not included in the Company's consolidated financial statements
        as those  assets  are  owned  and  managed  by ALIC  under  the terms of
        reinsurance  agreements.  The following amounts were ceded to ALIC under
        the reinsurance agreements.


<TABLE>
<CAPTION>

                                 Three months ended                         Nine months ended
                                     September 30,                              September 30,
                        ---------------------------------------     ------------------------------------
                                1998                  1997                  1998              1997
                        -----------------     -----------------     ----------------- ------------------
<S>                         <C>                    <C>                  <C>                 <C>             
Contract charges            $  29,067              $  22,427             $  78,348          $  64,048
Credited interest, policy
 benefits and other
 expenses                     148,677                114,959               399,755            369,201

</TABLE>
                                      -7-
<PAGE>

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

<TABLE>
<CAPTION>

3.      Comprehensive Income

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


                                                                    Three months ended September 30,
                                               ---------------------------------------------------------------------------
         ($ in thousands)                                    1998                                    1997
                                               ----------------------------------     ------------------------------------
                                                              Income                               Income
                                                               tax         After-                    tax        After-
                                                 Pretax       effect        tax        Pretax      effect         tax
         <S>                                    <C>           <C>           <C>           <C>    <C>    <C>
         Unrealized capital gains and losses:
         Unrealized holding gains
             arising during
             the period                          4,366        (1,528)       2,838          2,445     (856)          1,589
         Less:  reclassification adjust-
             ment for realized net
             capital gains included in
             net income                             31           (11)          20              1           -            1
                                               -------      ---------     -------      ---------    --------    ---------     
                                                                                                              
         Other comprehensive income            $ 4,335      $ (1,517)     $ 2,818        $ 2,444     $ (856)     $  1,588
                                               =======       ========      -------      ========      ======     --------
         Net income                                                         1,648                                   1,667
                                                                         --------                                --------
         Comprehensive income                                             $ 4,466                                $  3,255
                                                                          =======                                ========
</TABLE>
<TABLE>
<CAPTION>


                                                                     Nine months ended September 30,
                                               -----------------------------------------------------------------------------
         ($ in thousands)                                    1998                                      1997
                                               ----------------------------------      -------------------------------------
                                                              Income                                Income
                                                               tax         After-                     tax        After-
                                                 Pretax       effect         tax        Pretax      effect         tax
        <S>                                      <C>         <C>            <C>          <C>        <C>           <C>
         Unrealized capital gains and losses:
         Unrealized holding gains
             arising during
             the period                           5,285      (1,850)        3,435        2,074      (726)         1,348
                                               
         Less:  reclassification adjust-
             ment for realized net
             capital gains included in
             net income                              31         (11)           20           10        (4)             6   
                                               --------    ---------    ---------    ---------   --------       -------
                                                                                                               

         Other comprehensive income             $ 5,254     $ (1,839)   $   3,415      $ 2,064   $  (722)      $  1,342
                                                =======     ========    ---------     ========   ========      --------
         Net income                                                         5,041                                 4,753
                                                                         --------                              --------
         Comprehensive income                                           $   8,456                              $  6,095
                                                                        =========                              =========
</TABLE>
                                      -8-
<PAGE>


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


4.     Regulation and Legal Proceedings

               The  Company's  business  is subject to the effects of a changing
      social,  economic  and  regulatory  environment.   Public  and  regulatory
      initiatives  have varied and have included  employee  benefit  regulation,
      controls on medical care costs,  removal of barriers preventing banks from
      engaging  in the  securities  and  insurance  business,  tax  law  changes
      affecting  the  taxation of  insurance  companies,  the tax  treatment  of
      insurance products and its impact on the relative  desirability of various
      personal investment vehicles, and 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.

               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,  arising  from such  pending  or  threatened
      litigation  is not  expected  to have a material  effect on the results of
      operations, liquidity or financial position of the Company.

                                      -9-
<PAGE>

         The following  discussion  highlights  significant  factors influencing
results of operations and changes in financial  position of Lincoln Benefit Life
Company  (the  "Company")  and its  wholly  owned  subsidiary,  Lincoln  Benefit
Financial  Services,  Inc.,  a  registered  broker-dealer.  It should be read in
conjunction  with the  consolidated  financial  statements and the notes thereto
found  under  Part  I.  Item  1  contained  herein  and  the  Company's  audited
consolidated financial statements for the year ended December 31, 1997.

         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"), markets
life insurance and annuity products through independent agents and brokers.

         The Company issues  insurance  products which include  universal  life,
term  insurance,  flexible and single premium  deferred  annuities and immediate
annuities.  The Company also issues flexible premium  deferred  variable annuity
contracts  and  flexible  premium   variable  life  policies,   the  assets  and
liabilities of which are legally  segregated  and reflected as Separate  Account
assets and  liabilities.  Separate Account assets and liabilities are 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.

Results of Operations
<TABLE>
<CAPTION>

($ in thousands)
                                                Three months ended                     Nine months ended
                                                   September 30,                         September 30,
                                         ----------------------------------    ----------------------------------
                                              1998               1997               1998               1997
                                         ---------------    ---------------    ---------------    ---------------
      <S>                                         <C>                <C>               <C>                <C>    
       Net investment income                      $2,562             $2,567             $7,796             $7,302
                                                  ======             ======             ======             ======
       Realized capital gains and
            losses, after tax                     $   20             $    1             $   20             $    6
                                                  ======             ======             ======             ======
       
       Net income                                 $1,648             $1,667             $5,041             $4,753
                                                  ======             ======             ======             ======
       Investments                              $163,601           $143,900           $163,601           $143,900
                                                ========           ========           ========           ========

</TABLE>

         The Company and ALIC  amended  their  reinsurance  agreement  effective
December 31, 1996.  All business in force or issued  subsequent  to that date is
ceded  primarily  to ALIC.  The  Company's  results of  operations  include only
investment  income and realized capital gains and losses earned on the assets of
the Company that are not transferred to ALIC under the reinsurance agreements.

         Net income for the third  quarter of 1998 was $1.6 million  compared to
$1.7  million for the third  quarter of 1997.  The decrease was due to increased
income tax expense,  partially  offset by increases in realized  capital gains .
Net income for the first nine months of 1998 was $5.0  million  compared to $4.8
million for the first nine months of 1997.  This  increase was due  primarily to
increased investment income.

         Pretax net investment  income  decreased  slightly in the third quarter
and  increased  in the nine  month  period  ended  September  30,  1998 from the
comparable 1997 periods. For the nine month period,  investment income earned on
higher investment balances was partially offset by lower portfolio yields.

                                      -10-
<PAGE>

Financial Position

($ in thousands)
<TABLE>
<CAPTION>

                                                September 30,      December 31,
                                                    1998                1997
                                               ---------------    --------------
     <S>                                          <C>                 <C>
     Fixed income securities (1)                    $160,548           $147,911
     Short-term investments                            3,053              1,020
                                                    --------           --------
     Total investments                              $163,601           $148,931
                                                    ========           ========
     Reinsurance recoverable from ALIC            $6,835,792         $6,732,755
                                                  ==========         ==========
     Separate Account assets and liabilities      $  608,965         $  447,658
                                                  ==========         ==========
     Contractholder funds                         $6,689,996         $6,607,130
                                                  ==========         ==========

</TABLE>

     (1) Fixed income securities are carried at fair value. Amortized cost  for
         these  securities  was  $148,937  and  $141,553  at September 30, 1998
         and December 31, 1997, respectively.


         The Company's fixed income  securities  portfolio  consists of publicly
traded corporate bonds,  mortgage-backed  securities,  U.S. government bonds and
foreign   government  bonds.  The  Company  generally  holds  its  fixed  income
securities  for the long term,  but has  classified  all of these  securities as
available for sale to allow maximum flexibility in portfolio management.

         Total  investments  increased to $163.6  million at September  30, 1998
from $148.9  million at December  31,  1997.  The  increase  in  investments  is
primarily  due to amounts  invested  from  positive  cash flows  generated  from
operations  and an increase in unrealized  net capital gains on the fixed income
securities portfolio. At September 30, 1998, unrealized net capital gains on the
fixed income  securities were $11.6 million compared to $6.4 million at December
31, 1997.

         The Company's  fixed income  securities  portfolio is rated  investment
grade, with a National Association of Insurance Commissioners ("NAIC") rating of
1 or 2 or a Moody's rating of Aaa, Aa, A, or Baa.

         The carrying value of the Company's short-term investment portfolio was
$3.1  million and $1.0  million at  September  30, 1998 and  December  31, 1997,
respectively. The Company generally invests available cash balances primarily in
taxable short-term securities having a final maturity date or redemption date of
one year or less.

         During  1998,  contractholder  funds  increased  by $82.9  million  and
amounts  recoverable  from ALIC under the  reinsurance  agreements  increased by
$103.0  million.  The  increases  resulted  from  sales of the  Company's  fixed
annuities  and  interest  credited  to  contractholders,   partially  offset  by
surrenders,  withdrawals and benefits paid.  Reinsurance  recoverable  from ALIC
relates to contract benefit obligations ceded to ALIC.

         Separate Account assets and liabilities  increased by $161.3 million as
compared with December 31, 1997. The increases were  primarily  attributable  to
sales of  variable  annuity  contracts  partially  offset  by  variable  annuity
surrenders and  withdrawals  and a decline in the investment  performance of the
Separate Account investment portfolios.

                                      -11-
<PAGE>

Liquidity and Capital Resources

         Under the terms of  reinsurance  agreements  with  ALIC,  premiums  and
deposits on life policies and investment contracts,  excluding those relating to
Separate  Accounts,  are  transferred  to ALIC,  which  maintains the investment
portfolios  supporting  the Company's  products.  The Company  continues to have
primary liability as the direct insurer for risks reinsured.

Year 2000

         The Company is heavily  dependent upon complex computer systems for all
phases of its  operations,  including  customer  service,  policy  and  contract
administration,  investment processing and other enterprise systems.  Since many
of the Company's 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, many systems and equipment that are not typically
thought  of as  computer-related  (referred  to as  "non-IT")  contain  imbedded
hardware or software that may have a Year 2000 sensitive component.  The Company
believes  that  many of its  counterparties  and  suppliers  also have Year 2000
issues and non-IT issues which could affect the Company.

         In 1995,  the  Corporation  commenced a plan  consisting of four phases
which are intended to mitigate  and/or  prevent the adverse  affects of the Year
2000 issues on its systems:  (1) assessment and analysis of affected systems and
equipment;  (2)  remediation  and  compliance of systems and  equipment  through
strategies that include the enhancement of new and 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 which will
address  possible  adverse  scenarios and the potential  financial impact to the
Company's results of operations, liquidity or financial position.

         The Corporation believes that the first step of this plan,  assessment,
is  complete,  and is  currently  in the  remediation  phase for all systems and
equipment.  The Corporation is relying on other  remediation  techniques for its
midrange and personal computer environments, and certain mainframe applications.
Management  believes  the  majority of the  Corporation's  computer  systems and
equipment will be remediated by the end of 1998, with the investment  processing
systems and certain midrange computers to be remediated by the middle of 1999.

         The third phase of the plan which includes clock-forward testing of the
Corporation's systems and non-IT, is scheduled to be largely complete by the end
of 1998.  The  Corporation  is  currently  in the  process  of  identifying  key
processes  and  developing  contingency  plans in the event that the systems and
equipment  supporting  these processes are not Year 2000 compliant at the end of
1999.  Management  believes  these  contingency  plans  should be  completed  by
mid-1999.  Until these plans are complete,  management is unable to determine an
estimate  of the most  reasonably  possible  worst case  scenario  due to issues
relating to the Year 2000.

         In addition,  the Company is actively  working with its major  external
counterparties  and  suppliers  to  assess  their  compliance  efforts  and  the
Company's exposure to both their Year 2000 issues and non-IT issues. The Company
is currently soliciting its key external counterparties and suppliers to certify
that they are  compliant  with the Year 2000 issues or are taking  actions  they
believe  will  adequately  prepare  them for the Year  2000.  The  Company  will
continue  its efforts to receive  responses on Year 2000  compliance  from these
parties.  If key  vendors  are  unable  to meet the Year 2000  requirement,  the
Company  intends to  prepare  contingency  plans that will allow the  Company to
continue  to  sell to and  service  its  customers.  Management  believes  these
contingency  plans  should be  completed  by  mid-1999.  The Company may also be
exposed to the risk that the issuers of investments  will be adversely  impacted
by Year 2000 issues.

                                      -12-
<PAGE>

         The Company presently believes that it will resolve the Year 2000 issue
in a timely manner,  and the costs  incurred to achieve Year 2000  compliance of
Company  systems are not  expected to be  material to the  Company's  results of
operations,  liquidity  or financial  position.  Year 2000 costs are expensed as
incurred.



Pending Accounting Standards


         In December 1997, the Accounting  Standards  Executive Committee of the
American  Institute of Certified Public Accountants issued Statement of Position
("SOP")   97-3,   "Accounting   by   Insurance   and   Other   Enterprises   for
Insurance-Related  Assessments." This SOP is required to be adopted in 1999. 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  requirements  of this SOP are not
expected to have a material  impact on the results of  operations,  liquidity or
financial  position of the Company.  The Company  expects to adopt the SOP as of
January 1, 1999.



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.

                                      -13-
<PAGE>



                           PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

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

Item 5.           OTHER INFORMATION

Not applicable.

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

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

         (b)      Reports on 8-K

No  reports  on Form 8-K were  filed  during  the  second quarter of 1998.

*  Incorporated  herein by reference to the  Registration  Statement on Form
   N-4 for Lincoln  Benefit Life  Variable  Annuity  Account (File No. 33-50545,
   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  herein  by  reference  to  the  Registration Statement  on Form
   S-1 for Lincoln  Benefit life  Company  (File No.  333-59765)filed  July 24,
   1998.  Incorporated  herein by  reference  to the  Registration Statement
   on Form S-1 for Lincoln  Benefit Life  Company  (File No.  333-59769)filed
   July 24, 1998.

                                      -14-
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registration  has duly  caused  this  report to be  signed on its  behalf by the
undersigned thereunto duly authorized, on the 13th day of November 1998.



                          LINCOLN BENEFIT LIFE COMPANY
                                  (Registrant)


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


/s/  RANDY J. VON FUMETTI                     SENIOR VICE PRESIDENT
-------------------------                     TREASURER AND DIRECTOR
RANDY J. VON FUMETTI                          (Principal Financial Officer)
+