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

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

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

                 For the quarterly period ended: June 30, 2000
                                       OR

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

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

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

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

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

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

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

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

Yes. . ./X/. .             No

         Indicate the number of shares of each of the issuer's classes of common
stock as of June 30, 2000;  there were 25,000  shares of common  capital  stock
outstanding,  par value $100 per share all of which  shares are held by Allstate
Life Insurance Company.


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

            Statements of Operations
            Three Months Ended June 30, 2000 and
            June 30, 1999  (Unaudited)....................................... 3

            Statements of Financial Position
            June 30,  2000(Unaudited) and December 31, 1999.................. 4

            Statements of Cash Flows
            Three Months Ended June 30, 2000 and
                  June 30 , 1999 (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.

                                        2



<PAGE>

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

<TABLE>
<CAPTION>
                                                  Three Months Ended                      Six Months Ended
                                                       June 30,                               June 30,
                                            --------------------------------      ---------------------------------
                                            --------------------------------      ---------------------------------
<S>                                              <C>              <C>                  <C>              <C>
($ in thousands)                                 2000             1999                 2000             1999
                                            ---------------  ---------------      ---------------  ----------------
                                            --------------------------------      ---------------------------------
                                                      (Unaudited)                           (Unaudited)


Net investment income                              $ 3,171          $ 2,727              $ 5,955           $ 5,386
Realized capital gains and losses                        3             (410)                   -              (409)
Other income (expense)                                   7             (144)                 (19)             (173)
                                                   -------          -------              -------           -------

Income from operations before

   income tax expense                                3,181            2,173                5,936             4,804
Income tax expense                                   1,113              751                2,077             1,681
                                                    ------             ----               ------            ------

Net income                                        $  2,068          $ 1,422              $ 3,859           $ 3,123
                                                  ========         ========             ========           =======




</TABLE>

    See notes to financial statements.

                                       3
<PAGE>


                     LINCOLN BENEFIT LIFE INSURANCE COMPANY
                        STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>

                                                                                           June 30,             December 31,
                                                                                             2000                   1999
                                                                                      -------------------    -------------------
                                                                                      -------------------    -------------------
<S>                                                                                   <C>                    <C>
($ in thousands, except par value data)                                                   (Unaudited)

Assets
Investments
   Fixed income securities, at fair value
      (amortized cost $159,153 and $158,747)                                                   $ 157,688             $ 157,218
   Short-term                                                                                      7,709                 1,919
                                                                                                  ------                 -----
         Total investments                                                                       165,397               159,137

Cash                                                                                               1,260                   982
Reinsurance recoverable from
   Allstate Life Insurance Company, net                                                        8,093,589             7,539,995
Reinsurance recoverable from non-affiliates, net                                                 293,818               260,324
Receivable from affiliates, net                                                                    7,492                     -
Other assets                                                                                       2,751                 4,447
Separate Accounts                                                                              1,660,881             1,411,996
                                                                                              ----------            ----------
         Total assets                                                                      $  10,225,188           $ 9,376,881
                                                                                           =============           ===========

Liabilities
Reserve for life-contingent contract benefits                                                  $ 472,059             $ 419,117
Contractholder funds                                                                           7,907,432             7,369,664
Current income taxes payable                                                                       4,170                 3,404
Deferred income taxes                                                                              2,079                   745
Payable to affiliates, net                                                                             -                12,650
Other liabilities and accrued expenses                                                            16,890                 1,528
Separate Accounts                                                                              1,660,881             1,411,996
                                                                                              ----------            ----------
         Total liabilities                                                                    10,063,511             9,219,104
                                                                                             -----------            ----------

Commitments and Contingent Liabilities (Note 4)

Shareholder's Equity
Common stock, $100 par value, 30 thousand shares
      authorized, 25 thousand issued and outstanding                                               2,500                2,500
Additional capital paid-in                                                                       116,750              116,750
Retained income                                                                                   43,380               39,521

Accumulated other comprehensive income:

    Unrealized net capital losses                                                                   (953)                (994)
                                                                                                    -----               -----
         Total accumulated other comprehensive income                                               (953)                (994)
                                                                                                    -----               -----
         Total shareholder's equity                                                               161,677             157,777
                                                                                                 --------             -------
         Total liabilities and shareholder's equity                                          $ 10,225,188         $ 9,376,881
                                                                                            =============         ===========


</TABLE>

 See notes to financial statements.

                                       4
<PAGE>

                     LINCOLN BENEFIT LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                  Six Months Ended
                                                                                                      June 30,

                                                                                       ----------------------------------------
                                                                                       ----------------------------------------
($ in thousands)                                                                             2000                   1999
                                                                                       -----------------      -----------------
                                                                                       ----------------------------------------
                                                                                                     (Unaudited)

Cash flows from operating activities
<S>                                                                                             <C>                    <C>
Net income                                                                                      $ 3,859                $ 3,123
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation, amortization and other non-cash items                                         (475)                     7
       Realized capital gains and losses                                                              -                    409
       Changes in:
           Reserve for life-contingent contract benefits
               and contractholder funds                                                           3,622                 (3,018)
           Income taxes payable                                                                   2,054                  1,678
           Other operating assets and liabilities                                                (3,597)                 1,329
                                                                                                 ------                  -----
               Net cash provided by operating activities                                          5,463                  3,528
                                                                                                 ------                  -----

Cash flows from investing activities

Fixed income securities
       Proceeds from sales                                                                        8,700                  9,193
       Investment collections                                                                     4,968                  8,397
       Investment purchases                                                                     (13,110)                (9,805)
Change in short-term investments, net                                                            (5,743)               (11,919)
                                                                                                 -------               --------
               Net cash used in investing activities                                             (5,185)                (4,134)
                                                                                                 -------                -------

Net (decrease) increase in cash                                                                     278                   (606)
Cash at the beginning of year                                                                       982                  1,579
                                                                                                   ----                  -----
Cash at end of year                                                                            $  1,260                 $  973
                                                                                               ========                 ======






</TABLE>


 See notes to financial statements.

                                       5
<PAGE>

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


1.       Basis of Presentation

          The accompanying  financial statements include the accounts of Lincoln
     Benefit Life Insurance  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").  These financial statements have
     been prepared in conformity with accounting  principles  generally accepted
     in the United States of America.

          The financial  statements  and notes as of June 30, 2000,  and for the
     three  month and six  month  periods  ended  June 30,  2000 and  1999,  are
     unaudited.  The financial  statements  reflect all adjustments  (consisting
     only of normal recurring accruals) which are, in the opinion of management,
     necessary for the fair presentation of the financial  position,  results of
     operations and cash flows for the interim periods. The financial statements
     and notes should be read in conjunction  with the financial  statements and
     notes thereto included in the Lincoln Benefit Life Insurance Company Annual
     Report on Form 10-K for 1999.  The  results of  operations  for the interim
     periods  should not be considered  indicative of results to be expected for
     the full year.

          On January 25, 2000,  the Company paid a dividend of all common shares
     of AFD, Inc. ("AFDI") stock, a registered broker-dealer,  to ALIC. Prior to
     the  dividend,  AFDI  had  been  consolidated  in the  Company's  financial
     statements and related disclosures.  In conjunction with the dividend,  the
     Company has restated its prior year financial results to exclude AFDI.

2.     Reinsurance

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

                                       6
<PAGE>

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


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

<TABLE>
<CAPTION>

                                                    Three months ended                    Six months ended
                                                         June 30,                             June 30,
                                               ------------------------------     ----------------------------------
       ($ in thousands)                             2000            1999               2000              1999
                                               ---------------- -------------     ---------------- -----------------
<S>                                                <C>           <C>                  <C>               <C>
       Premiums                                    $ 16,899      $ 16,541             $ 35,757          $ 29,924
       Contract charges                              40,935        29,041               75,407            60,938
       Credited interest, policy benefits
                  and certain expenses              138,229       182,651              311,713           349,939


</TABLE>

     The Company also purchases  reinsurance from non-affiliates.  The following
table  summarizes  amounts which were ceded to third  parties under  reinsurance
agreements.

<TABLE>
<CAPTION>
                                                    Three months ended                    Six months ended
                                                         June 30,                             June 30,
                                               ------------------------------     ----------------------------------
       ($ in thousands)                             2000            1999               2000              1999
                                               ---------------- -------------     ---------------- -----------------
<S>                                                <C>           <C>                  <C>               <C>
       Premiums                                    $ 49,688      $ 45,688             $ 95,287          $ 75,625
       Credited interest, policy benefits
           and certain expenses                      49,176        50,905              113,573           108,276




</TABLE>
                                       7
<PAGE>

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

3.      Comprehensive Income

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

<TABLE>
<CAPTION>
                                                                       Three months ended June 30,
                                                 ------------------------------------------------------------------------
   ($ in thousands)                                            2000                                  1999
                                                 ----------------------------------    ----------------------------------
                                                                          After-                               After-
                                                  Pretax       Tax         tax        Pretax        Tax          tax
                                                  -----------------------------------------------------------------------
<S>                                               <C>          <C>       <C>          <C>           <C>          <C>
   Unrealized capital gains and losses:

   Unrealized holding gains (losses)
      arising during the period                     $ (63)         22       $ (41)     $(4,630)      $1,620    $ (3,010)
   Less: reclassification adjustments                   3          (1)          2         (410)         143        (267)
                                                 ---------   --------    --------      -------     --------     -------
   Unrealized net capital gains (losses)              (66)         23         (43)      (4,220)       1,477      (2,743)
                                                 --------    --------    --------      -------     --------     -------
   Other comprehensive income (loss)                $ (66)       $ 23         (43)     $(4,220)      $1,477      (2,743)
                                                   ======        ====                  =======       ======

   Net income                                                               2,068                                 1,422
                                                                          -------                               -------

   Comprehensive income (loss)                                            $ 2,025                              $ (1,321)
                                                                          =======                              ========



                                                                        Six months ended June 30,
                                                 ------------------------------------------------------------------------
   ($ in thousands)                                            2000                                  1999
                                                 ----------------------------------    ----------------------------------
                                                                          After-                               After-
                                                  Pretax       Tax         tax        Pretax        Tax          tax
                                                 ------------------------------------------------------------------------
   Unrealized capital gains and losses:

   Unrealized holding gains (losses)
      arising during the period                     $  64       $ (23)      $  41     $ (7,795)      $2,728    $ (5,067)
                                                    =====       =====
   Less: reclassification adjustments                   -           -           -         (409)         143        (266)
                                                 ---------    -------     -------      --------      -------   ---------

   Unrealized net capital gains (losses)               64         (23)         41        (7,386)       2,585      (4,801)
                                                 --------     -------      ------       --------     -------   ---------
   Other comprehensive income (loss)                $  64       $ (23)         41     $  (7,386)      $2,585      (4,801)
                                                    =====       =====                  =========      ======

   Net income                                                               3,859                                 3,123
                                                                          -------                              --------

   Comprehensive income (loss)                                            $ 3,900                              $ (1,678)
                                                                          =======                              ========

</TABLE>

                                       8

<PAGE>

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

4.     Regulation and legal proceedings

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

          In the normal  course of its  business,  the  Company is  involved  in
     pending or threatened litigation and regulatory actions in which claims for
     monetary damages are asserted. At this time, based on their present status,
     it is the opinion of management,  that 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.

                                       9
<PAGE>

     ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS FOR THE THREE MONTH AND
                 SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999


     The following discussion highlights significant factors influencing results
of  operations  and  changes  in  financial  position  of Lincoln  Benefit  Life
Insurance  Company (the  "Company").  It should be read in conjunction  with the
financial  statements  and  related  notes  thereto  found  under Part I. Item 1
contained  herein and with the discussion,  analysis,  financial  statements and
notes  thereto  in Part I.  Item 1 and  Part  II.  Items 7 and 8 of the  Lincoln
Benefit Life  Insurance  Company  Annual  Report on Form 10-K for the year ended
December 31, 1999.

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

      The Company has identified itself as a single segment entity.

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

     On January 25, 2000,  the Company  paid a dividend of all common  shares of
AFD, Inc.  ("AFDI")  stock, a registered  broker-dealer,  to ALIC.  Prior to the
dividend,  AFDI had been consolidated in the Company's financial  statements and
related disclosures.  In conjunction with the dividend, the Company has restated
its prior year financial results to exclude AFDI.

Results of Operations
---------------------
<TABLE>
<CAPTION>
($ in thousands)
                                                      Three Months Ended                   Six Months Ended
                                                           June 30,                            June 30,
                                                     2000           1999                2000            1999
                                                 -------------- --------------      -------------- ----------------
<S>                                                   <C>            <C>                 <C>              <C>
Net investment income                                 $ 3,171        $ 2,727             $ 5,955          $ 5,386
                                                      =======        =======             =======          =======
Realized capital gains and losses, after tax          $     2        $  (267)            $     -          $  (266)
                                                      =======        =======             =======          =======
Net income                                            $ 2,068        $ 1,422             $ 3,859          $ 3,123
                                                      =======        =======             =======          =======

</TABLE>

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

                                       10
<PAGE>

     ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS FOR THE THREE MONTH AND
                 SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999


     Net income for the second  quarter  and first six months of 2000  increased
45.4% to $2.1  million and 23.6% to $3.9  million,  respectively,  over the same
periods in 1999,  due primarily to increased net  investment  income during both
periods.  Net investment  income for the three month and six month periods ended
June  30,  2000  increased  16.3% to $3.2  million  and  10.6% to $6.0  million,
respectively,  primarily  attributable to higher investment  balances.  Realized
capital gains,  after-tax,  were $2 thousand for the second quarter and zero for
the first six months of 2000, compared to realized capital losses, after-tax, of
$267  thousand and $266  thousand for the same periods last year,  respectively.
Period to period  fluctuations in realized  capital gains are largely the result
of timing of sales decisions reflecting management's decision on positioning the
portfolio,  as well as assessments  of individual  securities and overall market
conditions.

Financial Position
------------------

<TABLE>
<CAPTION>
($ in thousands)
                                                                 June 30,              December 31,
                                                                   2000                    1999
                                                            -------------------     --------------------
<S>                     <C>                                         <C>                      <C>
Fixed income securities (1)                                        $   157,688              $   157,218
Short-term investments                                                   7,709                    1,919
                                                            ------------------      -------------------
         Total investments                                         $   165,397              $   159,137
                                                                   ===========              ===========
Reinsurance recoverable from ALIC, net                             $ 8,093,589              $ 7,539,995
                                                                   ===========              ===========
Separate Account assets and liabilities                            $ 1,660,881              $ 1,411,996
                                                                   ===========              ===========
Contractholder funds                                               $ 7,907,432              $ 7,369,664
                                                                   ===========              ===========

</TABLE>

[FN]

          (1) Fixed income securities are carried at fair value.  Amortized cost
     for  these  securities  was  $159,153  and  $158,747  at June 30,  2000 and
     December 31, 1999, respectively.

</FN>

     Total  investments  were $165.4 million at June 30, 2000 compared to $159.1
million at December 31, 1999.  The increase was due  primarily to positive  cash
flows generated from  operations.  Unrealized net capital losses on fixed income
securities were $1.5 million at June 30, 2000 and December 31, 1999. Investments
at June 30, 2000, excluding Separate Accounts and unrealized gains and losses on
fixed income securities, grew 3.9% from December 31, 1999.

     At June 30, 2000, all of the Company's fixed income securities portfolio is
rated investment  grade,  which is defined by the Company as a security having a
National  Association of Insurance  Commissioners  ("NAIC")  rating of 1 or 2, a
Moody's rating of Aaa, Aa, A or Baa, or a comparable Company internal rating.

     During the six months ended June 30, 2000,  contractholder  funds increased
$537.8 million and amounts  recoverable from ALIC under  reinsurance  agreements
increased  $553.6  million as  compared  to  December  31,  1999  balances.  The
increases  resulted  primarily  from  sales of  market  value  adjusted  annuity
contracts,  partially offset by fixed annuity surrenders and withdrawals. As the
Company's  interest-sensitive  life policies and annuity contracts in-force grow
and age, the dollar amount of surrenders and withdrawals  will likely  increase.
While the overall amount of surrenders may increase in the future, a significant
increase in the level of  surrenders  relative to total  contractholder  account
balances  is not  anticipated.  Reinsurance  recoverable  from ALIC  relates  to
contract benefit obligations ceded to ALIC.

     Separate Account assets and liabilities increased 17.6% to $1.66 billion at
June 30, 2000 as compared to the December 31, 1999 balance.  The increases  were
primarily attributable to sales of variable annuity contracts,  partially offset
by surrenders and withdrawals.

                                       11
<PAGE>

     ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS FOR THE THREE MONTH AND
                 SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999


Liquidity and Capital Resources
-------------------------------

     Under the terms of reinsurance agreements, premiums and deposits, excluding
those relating to Separate  Accounts,  are transferred  primarily to ALIC, which
maintains the investment portfolios supporting the Company's products.  Payments
of policyholder claims, benefits,  contract maturities,  contract surrenders and
withdrawals and certain  operating costs are also reimbursed  primarily by ALIC,
under the terms of the  reinsurance  agreements.  The Company  continues to have
primary liability as a direct reinsurer for risks insured. The Company's ability
to meet liquidity  demands is dependent on ALIC's ability to meet those demands.
ALIC's claims-paying  ability was rated Aa2, AA+, and A+ by Moody's,  Standard &
Poor's and A.M. Best, respectively, at June 30, 2000.

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

     At  June  30,  2000,  the  Moody's,  Standard  and  Poor's  and  A.M.  Best
claims-paying ratings for the Company were Aa2, AA+, and A+ respectively.

Forward-Looking Statements
---------------------------

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

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

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

o    Changes in market  interest rates can have adverse effects on the Company's
     investment  portfolio,  investment  income and product sales.  Increases in
     market interest rates have an adverse impact on the value of the investment
     portfolio  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  therefore  decrease  sales 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 maturing and called
     investments  in new  investments  that  could  be  yielding  less  than the
     portfolio's average rate.  Additionally,  the impact of decreasing Separate
     Account balances  resulting from fluctuating  market conditions could cause
     contract charges realized by the Company to decrease.

o    In order to meet the anticipated cash flow  requirements of the obligations
     to  policyholders,  from time to time the effective  duration of the assets
     and liabilities of the investment portfolio is adjusted.  Those adjustments
     may  have  an  impact  on the  value  of the  investment  portfolio  and on
     investment income.


o    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 or
     claims-paying  ability  ratings.  These  restrictions  affect the Company's
     ability to use its capital.

o    There is uncertainty involved in estimating the availability of reinsurance
     and the collectibility of reinsurance recoverables. This uncertainty arises
     from a number of factors,  including  segregation by the industry generally
     of reinsurance exposure into separate legal entities.

                                       12
<PAGE>

o    The Company  distributes  some of its products under  agreements with other
     financial services entities.  Termination of such agreements due to changes
     in control of these non-affiliated entities could have a detrimental effect
     on the  Company's  sales.  This  risk may be  increased  due to the  recent
     enactment of the  Gramm-Leach-Bliley  Act of 1999,  which  eliminates  many
     federal and state law  barriers to  affiliations  among  banks,  securities
     firms, insurers and other financial service providers.

o    A number of enacted and pending legislative  measures may lead to increased
     consolidation and increased competition in the financial services industry.
     At  the  federal  level,   these  measures  include  the  recently  enacted
     Gramm-Leach-Bliley Act of 1999, which eliminates many federal and state law
     barriers to affiliations among banks,  securities firms, insurers and other
     financial  service  providers.  At the state level,  these measures include
     legislation  to permit  mutual  insurance  companies to convert to a hybrid
     structure known as a mutual holding  company,  thereby  allowing  insurance
     companies owned by their  policyholders to become stock insurance companies
     owned (through one or more intermediate  holding companies) at least 51% by
     their policyholders and potentially up to 49% by stockholders. Also several
     large mutual life insurers have used or are expected to use existing  state
     laws and regulations governing the conversion of mutual insurance companies
     into stock insurance companies  (demutualization).  These measures may also
     increase competition for capital among financial service providers.

o    Deferred annuities and  interest-sensitive  life insurance products receive
     favorable policyholder taxation under current tax laws and regulations. Any
     legislative or regulatory  changes that adversely  alter this treatment are
     likely to negatively affect the demand for these products.

o    Financial strength ratings have become an increasingly  important factor in
     establishing  the  competitive  position  of  insurance  companies  and may
     generally be expected to have an effect on an insurance company's business.
     On an ongoing basis, rating organizations review the financial  performance
     and condition of insurers.  Downgrades in one or more of the ratings of the
     Company could have a material  adverse  effect on the  Company's  business,
     financial condition and results of operations.

                                       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.  333-50545,  811-07924)
filed April 21, 1998.

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

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

                                       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 10th day of August, 2000.

                          LINCOLN BENEFIT LIFE COMPANY

                                  (Registrant)

/s/B. Eugene Wraith

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

/S/ Marvin P. Ehly

-----------------------                      SENIOR VICE PRESIDENT
MARVIN P. EHLY                               TREASURER, CONTROLLER AND DIRECTOR
                                             (PRINCIPAL FINANCIAL OFFICER)
                                             (PRINCIPAL ACCOUNTING OFFICER)





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