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, 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 September 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 September 30, 2000 and
            September 30, 1999  (Unaudited)................................... 3

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

            Statements of Cash Flows
            Three Months Ended September 30, 2000 and
                  September 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                         Nine Months Ended
                                                     September 30,                              September 30,
                                            --------------------------------      ---------------------------------
                                            --------------------------------      ---------------------------------
<S>                                              <C>              <C>                  <C>              <C>
($ in thousands)                                 2000             1999                 2000             1999
                                            ---------------  ---------------      ---------------  ----------------
                                            --------------------------------      ---------------------------------
                                                      (Unaudited)                           (Unaudited)


Net investment income                            $   2,932        $   2,772            $   8,887         $   8,158
Realized capital gains and losses                        -            (357)                    -             (766)
Other expense                                          (1)          (1,305)                 (20)           (1,478)
                                                   -------          -------              -------           -------

Income from operations before
   income tax expense                                2,931            1,110                8,867             5,914
Income tax expense                                   1,025              389                3,102             2,070
                                                    ------             ----               ------            ------

Net income                                        $  1,906          $   721              $ 5,765           $ 3,844
                                                  ========         ========             ========           =======




</TABLE>

    See notes to financial statements.

                                       3
<PAGE>


                     LINCOLN BENEFIT LIFE INSURANCE COMPANY
                        STATEMENTS OF FINANCIAL POSITION


<TABLE>
<CAPTION>

                                                                                         September 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 $158,853 and $158,747)                                                   $ 159,439             $ 157,218
   Short-term                                                                                     10,543                 1,919
                                                                                                  ------                 -----
         Total investments                                                                       169,982               159,137

Cash                                                                                                  92                   982
Reinsurance recoverable from
   Allstate Life Insurance Company, net                                                        8,289,920             7,539,995
Reinsurance recoverable from non-affiliates, net                                                 315,426               260,324
Receivable from affiliates, net                                                                    3,213                     -
Other assets                                                                                       2,500                 4,447
Separate Accounts                                                                              1,763,749             1,411,996
                                                                                              ----------            ----------
         Total assets                                                                      $  10,544,882           $ 9,376,881
                                                                                           =============           ===========

Liabilities
Reserve for life-contingent contract benefits                                                  $ 501,349             $ 419,117
Contractholder funds                                                                           8,092,540             7,369,664
Current income taxes payable                                                                       5,134                 3,404
Deferred income taxes                                                                              2,858                   745
Payable to affiliates, net                                                                             -                12,650
Other liabilities and accrued expenses                                                            14,335                 1,528
Separate Accounts                                                                              1,763,749             1,411,996
                                                                                              ----------            ----------
         Total liabilities                                                                    10,379,965             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                                                                                   45,286               39,521

Accumulated other comprehensive income:

    Unrealized net capital losses                                                                    381                (994)
                                                                                                    -----               -----
         Total accumulated other comprehensive income                                                381                (994)
                                                                                                    -----               -----
         Total shareholder's equity                                                               164,917             157,777
                                                                                                 --------             -------
         Total liabilities and shareholder's equity                                          $ 10,544,882         $ 9,376,881
                                                                                            =============         ===========


</TABLE>

 See notes to financial statements.

                                       4
<PAGE>

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

                                                                                                 Nine Months Ended
                                                                                                   September 30,

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

Cash flows from operating activities
<S>                                                                                             <C>                    <C>
Net income                                                                                      $ 5,765                $ 3,844
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation, amortization and other non-cash items                                         (719)                 1,136
       Realized capital gains and losses                                                              -                    766
       Changes in:
           Reserve for life-contingent contract benefits
               and contractholder funds                                                              81                 (3,139)
           Income taxes payable                                                                   1,730                 (1,789)
           Other operating assets and liabilities                                                   264                  2,211
                                                                                                 ------                  -----
               Net cash provided by operating activities                                          7,121                  3,029
                                                                                                 ------                  -----

Cash flows from investing activities

Fixed income securities
       Proceeds from sales                                                                       13,900                 11,183
       Investment collections                                                                     6,155                 12,559
       Investment purchases                                                                     (19,686)               (17,955)
Change in short-term investments, net                                                            (8,380)                (9,411)
                                                                                                 -------               --------
               Net cash used in investing activities                                             (8,011)                (3,624)
                                                                                                 -------                -------

Net (decrease) increase in cash                                                                    (890)                  (595)
Cash at the beginning of year                                                                       982                  1,579
                                                                                                   ----                  -----
Cash at end of year                                                                            $     92                 $  984
                                                                                               ========                 ======






</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 Company ("the Company"), a wholly owned subsidiary of Allstate Life
Insurance Company ("ALIC"),  which is wholly owned by Allstate Insurance Company
("AIC"),   a  wholly  owned   subsidiary  of  The  Allstate   Corporation   (the
"Corporation").

     The financial  statements  and notes as of September 30, 2000,  and for the
three  month and nine month  periods  ended  September  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.  These financial statements and notes should
be read in conjunction with the financial  statements and notes thereto included
in the Lincoln  Benefit Life Company  Annual  Report on Form 10-K for 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
                                                       September 30,                        September 30,
                                               ------------------------------     ----------------------------------
       ($ in thousands)                             2000            1999               2000              1999
                                               ---------------- -------------     ---------------- -----------------
<S>                                                <C>           <C>                  <C>               <C>
       Premiums                                    $ 23,397      $ 12,878             $ 59,154          $ 42,802
       Contract charges                              39,941        31,940              115,348            92,878
       Credited interest, policy benefits
                  and certain expenses              167,426       138,133              479,139           488,072


</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
                                                      September 30,                         September 30,
                                               ------------------------------     ----------------------------------
       ($ in thousands)                             2000            1999               2000              1999
                                               ---------------- -------------     ---------------- -----------------
<S>                                                <C>           <C>                  <C>               <C>
       Premiums                                    $ 56,454      $ 71,315            $ 151,741         $ 146,940
       Credited interest, policy benefits
           and certain expenses                      60,231        61,924              173,804           170,199




</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 September 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                     $2,051      $(718)     $1,333     $ (1,105)        $387       $(718)
   Less: reclassification adjustments                   -           -           -         (357)         125        (232)
                                                 ---------   --------    --------       -------      -------     -------
   Unrealized net capital gains (losses)             2,051       (718)      1,333         (748)          262       (486)
                                                  --------    --------    --------      -------     --------     -------
   Other comprehensive income (loss)                $2,051      $(718)      1,333       $ (748)         $262       (486)
                                                   ======        ====                    ======        =====

   Net income                                                               1,906                                   721
                                                                          -------                               -------

   Comprehensive income (loss)                                            $ 3,239                             $     235
                                                                          =======                              ========



                                                                     Nine months ended September 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                  $  2,115       $(740)    $ 1,375     $ (8,900)      $3,115    $ (5,785)

   Less: reclassification adjustments                   -           -           -         (766)         268        (498)
                                                 ---------    -------     -------      --------      -------   ---------

   Unrealized net capital gains (losses)            2,115        (740)      1,375        (8,134)       2,847     (5,287)
                                                 --------     -------      ------       --------     -------   ---------
   Other comprehensive income (loss)             $  2,115      $ (740)      1,375     $  (8,134)      $2,847     (5,287)
                                                 ========       ======                  ========      ======

   Net income                                                               5,765                                 3,844
                                                                          -------                              --------

   Comprehensive income (loss)                                            $ 7,140                              $ (1,443)
                                                                          =======                              ========

</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
              NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999

     The following discussion highlights significant factors influencing results
of operations and changes in financial  position of Lincoln Benefit Life Company
(the "Company").  It should be read in conjunction with the financial statements
and related notes  thereto found under Part I. Item 1 contained  herein and with
the discussion, analysis, financial statements and notes thereto in Part I. Item
1 and Part II. Items 7 and 8 of the Lincoln  Benefit Life Company  Annual Report
on Form 10-K for the year ended December 31, 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
                                                         September 30,                       September 30,
                                                     2000           1999                2000            1999
                                                 -------------- --------------      -------------- ----------------
<S>                                                   <C>            <C>                 <C>              <C>
Net investment income                                 $ 2,932        $ 2,772             $ 8,887          $ 8,158
                                                      =======        =======             =======          =======
Realized capital gains and losses, after tax          $     -        $  (232)            $     -          $  (498)
                                                      =======        =======             =======          =======
Net income                                            $ 1,906        $   721             $ 5,765          $ 3,844
                                                      =======        =======             =======          =======

</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
              NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999

     Net income for the third  quarter and first nine  months of 2000  increased
164.4% to $1.9 million and 50.0% to $5.8  million,  respectively,  over the same
periods  in  1999,  due  primarily  to a $1.2  million  write-down  of  building
improvements  in the third quarter of 1999 and increased net  investment  income
and the reduction in realized capital losses during both periods. Net investment
income for the three  month and nine month  periods  ended  September  30,  2000
increased 5.8% to $2.9 million and 8.9% to $8.9 million, respectively, primarily
attributable to higher  investment  balances.  Period to period  fluctuations in
realized  capital  gains are largely  the result of timing of sales,  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)
                                                                   September 30,           December 31,
                                                                       2000                    1999
                                                                   ------------            ------------
<S>                     <C>                                         <C>                      <C>
Fixed income securities (1)                                        $   159,439              $   157,218
Short-term investments                                                  10,543                    1,919
                                                                   -----------              -----------
         Total investments                                         $   169,982              $   159,137
                                                                   ===========              ===========
Reinsurance recoverable from ALIC, net                             $ 8,289,920              $ 7,539,995
                                                                   ===========              ===========
Separate Account assets and liabilities                            $ 1,763,749              $ 1,411,996
                                                                   ===========              ===========
Contractholder funds                                               $ 8,092,540              $ 7,369,664
                                                                   ===========              ===========

</TABLE>

[FN]
     (1) Fixed income  securities are carried at fair value.  Amortized cost for
these  securities  was $158,853 and $158,747 at September  30, 2000 and December
31, 1999, respectively.

</FN>

     Total  investments  were $170.0  million at September  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 gains on fixed
income  securities  were  $586  thousand  at  September  30,  2000  compared  to
unrealized net capital losses of $1.5 million at December 31, 1999.  Investments
at September 30, 2000,  excluding  Separate  Accounts and  unrealized  gains and
losses on fixed income securities, grew 5.4% from December 31, 1999.

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

     During the nine months ended September 30, 2000,  amounts  recoverable from
ALIC under reinsurance  agreements  increased $749.9 million and  contractholder
funds  increased  $722.9 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  Accounts assets and liabilities  increased 24.9% to $1.76 billion
at  September  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
              NINE MONTH PERIODS ENDED SEPTEMBER 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 September 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 September  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,  product  sales and  results of
     operations,  generally.  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 lead to lower sales
     and/or increase the level of surrenders on these products. Declining market
     interest  rates could have an adverse  impact on the  Company's  investment
     income as the Company  reinvests  proceeds  from  positive  cash flows from
     operations and from maturing and called  investments  into 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.

                                       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 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  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 14th day of September, 2000.

                          LINCOLN BENEFIT LIFE COMPANY

                                  (Registrant)

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

/S/ Samuel H. Pilch
-----------------------                      VICE PRESIDENT
SAMUEL H. PILCH                              CONTROLLER
                                             (PRINCIPAL FINANCIAL OFFICER)
                                             (PRINCIPAL ACCOUNTING OFFICER)


/S/ Robert L. Vance                          VICE PRESIDENT
-----------------------                      ASSISTANT TREASURER



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