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, 2001

                                       OR

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

                        Commission file number: 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 November 9, 2001; 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>
                          LINCOLN BENEFIT LIFE COMPANY
                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                               September 30, 2001
<TABLE>
<CAPTION>



PART 1.          FINANCIAL INFORMATION

<S>              <C>                                                                                        <C>
Item 1.          Condensed Statements of Operations for the Three Months and
                 Nine Months Ended September 30, 2001 and 2000 (unaudited)..................................   3

                 Condensed Statements of Financial Position as of September 30,
                 2001 (unaudited) and December 31, 2000 ....................................................   4

                 Condensed Statements of Cash Flows for the Nine Month Periods
                 Ended September 30, 2001 and 2000 (unaudited) .............................................   5

                 Notes to Condensed Financial Statements (unaudited)........................................   6

Item 2.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations .....................................................................   9

PART II.         OTHER INFORMATION

Item 1.          Legal Proceedings .........................................................................   7

Item 5.          Other Information..........................................................................  13

Item 6.          Exhibits and Reports on Form 8-K...........................................................  13

                 Signature Page ............................................................................  14

</TABLE>


<PAGE>


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


<TABLE>
<CAPTION>


                                                 Three Months Ended                             Nine Months Ended
                                                   September 30,                                  September 30,
                                        -------------------------------------         ---------------------------------------
(in thousands)                               2001                 2000                      2001                 2000
                                        ----------------     ----------------         -----------------    ------------------
                                                    (Unaudited)                                    (Unaudited)
<S>                                             <C>                  <C>                 <C>                   <C>
Revenues
Net investment income                    $        3,115        $       2,932           $         9,148         $       8,887
Realized capital gains and losses                     -                    -                    (1,352)                    -
Other income (expense)                                -                   (1)                        -                   (20)
                                         --------------        -------------           ---------------         -------------

Income from operations before
   income tax expense                             3,115                2,931                     7,796                 8,867
Income tax expense                                1,088                1,025                     2,722                 3,102
                                         --------------        -------------           ---------------         -------------

Net income                               $        2,027        $       1,906           $         5,074         $       5,765
                                         ==============        =============           ===============         =============

</TABLE>




  See notes to condensed financial statements.



                      3

<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                   CONDENSED STATEMENTS OF FINANCIAL POSITION

<TABLE>
<CAPTION>


                                                                            September 30,              December 31,
                                                                                 2001                      2000
                                                                          -------------------       -------------------
                                                                          -------------------       -------------------
(in thousands, except par value data)                                        (Unaudited)
<S>                   <C>          <C>                                  <C>                        <C>
Assets
Investments
   Fixed income securities, at fair value
      (amortized cost $165,391 and $166,893)                              $          175,548         $         170,142
   Short-term                                                                         20,525                    11,243
                                                                          ------------------         -----------------
         Total investments                                                           196,073                   181,385

Cash                                                                                  38,640                        76
Reinsurance recoverable from
   Allstate Life Insurance Company                                                 9,155,419                 8,366,927
Reinsurance recoverable from non-affiliates, net                                     435,176                   353,789
Other assets                                                                           4,374                     2,393
Separate Accounts                                                                  1,398,192                 1,648,691
                                                                          ------------------         -----------------
         Total assets                                                     $       11,227,874         $      10,553,261
                                                                          ==================         =================

Liabilities
Reserve for life-contingent contract benefits                             $          685,999         $         550,334
Contractholder funds                                                               8,898,368                 8,157,502
Current income taxes payable                                                           2,538                     2,785
Deferred income taxes                                                                  7,148                     4,607
Payable to affiliates                                                                  2,187                     9,210
Other liabilities and accrued expenses                                                45,117                     1,371
Separate Accounts                                                                  1,398,192                 1,648,691
                                                                          ------------------         -----------------
         Total liabilities                                                        11,039,549                10,374,500
                                                                          ------------------         -----------------

Commitments and Contingent Liabilities (Note 4)

Shareholder's Equity
Common stock, $100 par value, 30,000 shares
      authorized, 25,000 issued and outstanding                                        2,500                     2,500
Additional capital paid-in                                                           126,750                   126,750
Retained income                                                                       52,473                    47,399

Accumulated other comprehensive income:
    Unrealized net capital gains                                                       6,602                     2,112
                                                                           -----------------          ----------------
         Total accumulated other comprehensive income                                  6,602                     2,112
                                                                           -----------------          ----------------
         Total shareholder's equity                                                  188,325                   178,761
                                                                           -----------------          ----------------
         Total liabilities and shareholder's equity                        $      11,227,874          $     10,553,261
                                                                           =================          ================

</TABLE>


            See notes to condensed financial statements.


                                 4



<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                        -------------------------------------------
(in thousands)                                                                2001                      2000
                                                                        -----------------         -----------------
                                                                                       (Unaudited)
<S>                                                                              <C>                       <C>
Cash flows from operating activities
Net income                                                                       $ 5,074                   $ 5,765
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Depreciation, amortization and other non-cash items                          (405)                     (719)
       Realized capital gains and losses                                           1,352                         -
       Changes in:
           Life-contingent contract benefits and
                contractholder funds                                               6,652                        81
           Income taxes payable                                                     (124)                    1,730
           Other operating assets and liabilities                                 34,741                       264
                                                                                 -------                    ------
               Net cash provided by operating activities                          47,290                     7,121
                                                                                 -------                    ------

Cash flows from investing activities
Fixed income securities
       Proceeds from sales                                                        10,922                    13,900
       Investment collections                                                     11,737                     6,155
       Investment purchases                                                      (22,103)                  (19,686)
Change in short-term investments, net                                             (9,282)                   (8,380)
                                                                                 -------                   -------
               Net cash used in investing activities                              (8,726)                   (8,011)
                                                                                 -------                   -------

Net increase (decrease) in cash                                                   38,564                      (890)
Cash at beginning of period                                                           76                       982
                                                                                 -------                   -------
Cash at end of period                                                            $38,640                   $    92
                                                                                 =======                   =======


</TABLE>




          See notes to condensed financial statements.




                                5


<PAGE>

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


1.   Basis of Presentation

     The accompanying condensed financial statements include the accounts of
Lincoln Benefit Life Company (the "Company"), a wholly owned subsidiary of
Allstate Life Insurance Company ("ALIC"), which is wholly owned by Allstate
Insurance Company ("AIC"), a wholly owned subsidiary of The Allstate Corporation
(the "Corporation").

     The condensed financial statements and notes as of September 30, 2001, and
for the three month and nine month periods ended September 30, 2001 and 2000,
are unaudited. The condensed financial statements reflect all adjustments
(consisting only of normal recurring accruals) which are, in the opinion of
management, necessary for the fair presentation of the financial position,
results of operations and cash flows for the interim periods. The condensed
financial statements and notes should be read in conjunction with the financial
statements and notes thereto included in the Lincoln Benefit Life Company Annual
Report on Form 10-K for 2000. The results of operations for the interim periods
should not be considered indicative of results to be expected for the full year.




                                       6
<PAGE>



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



2.   Reinsurance

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

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

     The effects of reinsurance on premiums and contract charges are as follows:
<TABLE>
<CAPTION>

                                                Three months ended                      Nine months ended
                                                   September 30,                          September 30,
(in thousands)                                 2001              2000                2001               2000
                                          -------------     --------------      --------------     ----------------
Premiums and Contract Charges
<S>                                       <C>               <C>                 <C>                <C>
Direct                                    $   161,918       $    119,792        $    402,039       $   326,242
Assumed                                             -                  -                   1                 1
Ceded
    Affiliate                                (100,229)           (63,338)           (242,299)         (174,502)
    Non-affiliate                             (61,689)           (56,454)           (159,741)         (151,741)
                                          -----------       ------------        ------------       -----------
       Premiums and contract
           charges, net of  reinsurance   $         -       $          -        $          -       $         -
                                          ===========       ============        ============       ===========




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

                                                      Three months ended                      Nine months ended
                                                         September 30,                          September 30,
(in thousands)                                      2001               2000               2001              2000
                                                -------------      -------------     ------------      --------------
Credited   Interest,   Policy  Benefits  and
Other Expenses

Direct                                          $    259,981       $  227,658        $     722,097     $    652,963
Ceded
    Affiliate                                       (177,459)        (167,426)            (521,661)        (479,139)
    Non-affiliate                                    (82,522)         (60,231)            (200,436)        (173,804)
                                                ------------       ----------        -------------     ------------
     Credited interest, policy benefits
       and other expenses, net of reinsurance   $          -       $        1        $           -     $         20
                                                ============       ==========        =============     ============

</TABLE>





                                       7

<PAGE>
                          LINCOLN BENEFIT LIFE COMPANY
                     NOTES TO CONDENSED 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)                                               2001                                      2000
                                                 ------------------------------------    ---------------------------------------
                                                                           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                  $     5,731  $  (2,006)  $    3,725     $   2,051   $    (718)    $   1,333
   Less: reclassification adjustments                      -          -            -             -           -             -
                                                 -----------  ---------   ----------     ---------   ---------     ---------
   Unrealized net capital gains (losses)               5,731     (2,006)       3,725         2,051        (718)        1,333
                                                 -----------  ---------   ----------     ---------   ---------     ---------
    Other comprehensive income (loss)            $     5,731  $  (2,006)       3,725     $   2,051   $    (718)        1,333
                                                 ===========  =========                  =========   =========

   Net income                                                                  2,027                                   1,906
                                                                          ----------                               ---------

   Comprehensive income                                                   $    5,752                               $   3,239
                                                                          ==========                               =========


                                                                        Nine months ended September 30,
   (in thousands)                                               2001                                     2000
                                                 ------------------------------------   ----------------------------------------
                                                                             After-                                     After-
                                                   Pretax       Tax          tax           Pretax         Tax           tax

   Unrealized capital gains and losses:

   Unrealized holding gains (losses)
      arising during the period                  $    5,556   $ (1,945)   $   3,611       $   2,115    $   (740)     $    1,375
   Less: reclassification adjustments                (1,352)       473         (879)              -           -               -
                                                 ----------   --------    ---------       ---------    --------      ----------
   Unrealized net capital gains (losses)              6,908     (2,418)       4,490           2,115        (740)          1,375
                                                 ----------   --------    ---------       ---------    --------      ----------
   Other comprehensive income (loss)             $    6,908   $ (2,418)       4,490       $   2,115    $  (740)           1,375
                                                 ==========   ========                    =========    =======

   Net income                                                                 5,074                                       5,765
                                                                          ---------                                  ----------

   Comprehensive income                                                   $   9,564                                  $    7,140
                                                                          =========                                  ==========

</TABLE>

                                       8
<PAGE>


                          LINCOLN BENEFIT LIFE COMPANY
                     NOTES TO CONDENSED 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 state and federal regulatory
initiatives have varied and have included employee benefit regulations, removal
of barriers preventing banks from engaging in the securities and insurance
business, tax law changes affecting the taxation of insurance companies, the tax
treatment of insurance products and its impact on the relative desirability of
various personal investment vehicles, and the overall expansion of regulation.
The ultimate changes and eventual effects, if any, of these initiatives are
uncertain.

     In the normal course of its business, the Company is involved from time to
time in pending and threatened litigation and regulatory actions in which claims
for monetary damages are asserted. Regulatory actions include, but are not
limited to, market conduct and compliance issues. At this time, based on the
present status of such litigation and regulatory actions, it is in the opinion
of management that the ultimate liability, if any, in one or more of these
matters in excess of amounts currently reserved is not expected to have a
material adverse effect on the results of operations, liquidity or financial
position of the Company.



                                       7
<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, 2001 AND 2000

     The following discussion highlights significant factors influencing results
of operations and changes in financial position of Lincoln Benefit Life Company
(the "Company"). It should be read in conjunction with the condensed financial
statements and related notes thereto found under Part I Item 1 contained herein
and with the discussion, analysis, financial statements and notes thereto in
Part I Item 1 and Part II Items 7 and 8 of the Lincoln Benefit Life Company
Annual Report on Form 10-K for the year ended December 31, 2000.

     The Company, a wholly owned subsidiary of Allstate Life Insurance Company
("ALIC"), which is a wholly owned subsidiary of Allstate Insurance Company
("AIC"), a wholly owned subsidiary of The Allstate Corporation (the
"Corporation"), markets life insurance and investment 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. Investment 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' claims to the related assets and are
carried at the fair value of the assets. Investment income and realized capital
gains and losses of the Separate Accounts accrue directly to the conractholders
and therefore, are not included in the Company's statements of operations.

     Certain variable annuity contracts have provisions wherein the Company
contractually guarantees either a minimum return or account value upon death or
annuitization. An actuarial general account reserve is established in the event
that the account value of certain contracts is projected to be below the value
guaranteed by the Company at the expected date of death or annuitization and is
transferred to ALIC under intercompany reinsurance agreements.


      RESULTS OF OPERATIONS

<TABLE>
<CAPTION>

(in thousands)
                                             Three Months Ended                  Nine Months Ended
                                               September 30,                      September  30,

                                          2001               2000             2001              2000
                                         --------          --------        ----------         ----------
<S>                                      <C>               <C>             <C>                <C>
Net investment income                    $  3,115          $  2,932        $    9,148         $    8,887

Realized capital gains and losses               -                 -            (1,352)                 -

Other  expense                                  -                 1                 -                 20

Income tax expense                          1,088             1,025             2,722              3,102
                                         --------          --------        ----------         ----------
Net income                               $  2,027          $  1,906        $    5,074         $    5,765
                                         ========          ========        ==========         ==========
</TABLE>

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

                                       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, 2001 AND 2000



     Net income for the third quarter of 2001 increased 6.4% to $2.0 million
compared to the same period in 2000, due to an increase in net investment
income. Net income for the nine months of 2001 decreased 12.0% to $5.1 million
compared to the same period in 2000, due to an increase in realized capital
losses. Net investment income increased 6.2% to $3.1 million for the third
quarter of 2001 and 2.9% to $9.1 million for the first nine months of 2001
primarily attributable to higher investment balances at amortized cost partially
offset by increased investment expenses compared to the same periods in 2000.

     Realized capital losses, after-tax, were $879 thousand for the first nine
months of 2001 and zero for the third quarter. There were no realized capital
gains and losses for the same periods last year. Period to period fluctuations
in realized capital gains and losses are largely the result of timing of sales,
reflecting management's decision on positioning the portfolio, as well as
valuation assessments of individual securities and overall market conditions.


FINANCIAL POSITION

(in thousands)
                                                             September 30,
                                                                  2001
                                                           -------------------
Fixed income securities (1)                                $          175,548
Short-term                                                             20,525
                                                           ------------------
         Total investments                                 $          196,073
                                                           ==================
Reinsurance recoverable from ALIC, net                     $        9,155,419
                                                           ==================
Separate Accounts assets and liabilities                   $        1,398,192
                                                           ==================
Contractholder funds                                       $        8,898,368
                                                           ==================

(1) Fixed income securities are carried at fair value. Amortized cost for these
securities was $165,391 at September 30, 2001.

     Total investments were $196.1 million at September 30, 2001 compared to
$181.4 million at December 31, 2000. The increase was due to positive cash flows
generated from operations and an increase in unrealized net capital gains during
the first nine months of 2001. Unrealized net capital gains on fixed income
securities were $10.2 million and $3.2 million at September 30, 2001 and
December 31, 2000, respectively. Investments at September 30, 2001, excluding
Separate Accounts and unrealized gains and losses on fixed income securities,
grew 4.4% from December 31, 2000.

     At September 30, 2001, substantially 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.

     The ratings of securities in the Comapny's portfolio are influenced by many
factors, including the impact of economic environment on individual securities.
A fluctuation in these ratings could materially impact the results of
operations, liquidity or financial position of the Company. The Company closely
monitors its fixed income securities portfolios for rating changes or other
declines in value that are other than temporary. Fixed income securities are
placed on non-accrual status when they are in default or when the timing or
receipt of principal or interest payments are in doubt. Write downs of fixed
income securities are recorded when the decline in value is considered to be
other than temporary.

     During the nine months ended September 30, 2001, Contractholder funds
increased $740.9 million as compared to December 31, 2000 balances. The increase
resulted primarily from sales of market value adjusted annuity contracts and
interest credited on market value adjusted annuity and fixed 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. The increase in Reinsurance recoverable from ALIC of $788.5
million results from contract benefit obligations ceded to ALIC.

                                       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, 2001 AND 2000

     Separate Account assets and liabilities decreased 15.2% to $1.40 billion at
September 30, 2001 as compared to the December 31, 2000 balance. The decreases
were primarily attributable to unrealized losses in the Separate Accounts
investment portfolios resulting from stock market volatility as well as
surrenders and withdrawals, partially offset by sales of variable annuity
contracts.


     LIQUIDITY AND CAPITAL RESOURCES

     Under the terms of reinsurance agreements, certain premiums and deposits,
excluding those relating to Separate Accounts, are transferred to ALIC, which
maintains the investment portfolios supporting the Company's products. Payments
of policyholder claims, benefits, contract maturities, contract surrenders and
withdrawals and certain operating costs are also reimbursed primarily by ALIC,
under the terms of the reinsurance agreements. The Company continues to have
primary liability as a direct insurer for risks reinsured. The Company's ability
to meet liquidity demands is dependent on ALIC's ability to meet those demands.
ALIC's claims-paying ability was rated Aa2, AA+, and A+ by Moody's, Standard &
Poor's and A.M. Best, respectively, at September 30, 2001.

     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, pay costs associated with the maintenance of
the Company's investment portfolio and to pay shareholder dividends.

     At September 30, 2001 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    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 whether losses meet the qualifying
     conditions of the reinsurance contracts and if reinsurers have the
     financial capacity and willingness to pay.

o    In the wake of the September 11 attack on the World Trade Center in New
     York City and the Pentagon in Washington D.C., and the plane crash in
     Pennsylvania, insurers are evaluating the possibility of excluding acts of
     terrorism from certain types of insurance policies. In the event that
     insurance coverage for terrorism becomes unavailable or very expensive,
     there could be significant adverse impacts on some portion of the Company's
     investment portfolio, particularly in sectors such as airlines and real
     estate. For example, commercial mortgages or certain debt obligations might
     be adversely affected due to the inability to obtain coverage to restore
     the related real estate, or other property, thereby creating the potential
     for increased default risk.

                                       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, 2001 AND 2000

o    Changes in market interest rates can have adverse effects on the Company's
     investment portfolio, investment income, product sales and results of
     operations. Increasing market interest rates have an adverse impact on the
     value of the investment portfolio by decreasing unrealized capital gains on
     fixed income securities. 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. Changes in market rates of interest as
     compared to rates offered on some of the Company's products could make
     those products less attractive if competitive investment margins are not
     maintained. This could lead to lower sales and/or changes in the level of
     surrenders on these products. The Company seeks to limit its exposure in
     this area by offering a diverse group of products, periodically reviewing
     and revising crediting rates and providing surrender charges in the event
     of early withdrawal.

o    The impact of decreasing Separate Accounts balances as a result of
     fluctuating market conditions could cause contract charges ceded by the
     Company to decrease.

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

o    Management believes the reserves for life-contingent contract benefits are
     adequate to cover ultimate policy benefits, despite the underlying risks
     and uncertainties associated with their determination when payments will
     not occur until well into the future. The Company periodically reviews and
     revises its estimates. If future experience differs from assumptions, it
     may have a material impact on results of operations.

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. Additionally,
     the demand for life insurance products which are used to address a
     customer's estate planning needs may be impacted to the extent any
     legislative changes to the current estate tax laws occur.

o    The Company distributes some of its products under agreements with other
     members of the financial services industry that are not affiliated with the
     Company. Termination of one or more of these agreements due to changes in
     control or other factors of any of these entities could have a detrimental
     effect on the Company's sales. This risk may be exacerbated by 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    Financial strength ratings have become an increasingly important factor in
     establishing the competitive position of insurance companies and,
     generally, may be expected to have an effect on an insurance company's
     sales. On an ongoing basis, rating agencies review the financial
     performance and condition of insurers. A downgrade, while not expected,
     could have a material adverse effect on the Company's or ALIC's business,
     financial condition and results of operations.

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

o    A number of enacted and pending legislative measures may lead to increased
     consolidation and increased competition in the financial services industry.

     o    At the federal level, these measures include the recently enacted
          Gramm-Leach-Bliley Act of 1999, which eliminated many federal and
          state law barriers to affiliations among banks, securities firms,
          insurers and other financial service providers.

     o    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) partially by their
          policyholders and partially 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).

     o    In addition, state insurance regulators are reexamining the regulatory
          framework that currently governs the United States insurance business.
          They are engaged in an effort to determine the proper role of the
          state insurance regulation in the United States financial services
          industry following the enactment of the Graham-Leach-Bliley Act. The
          Company cannot predict whether any state or federal measures will be
          adopted to change the nature or scope of the regulation of the
          insurance business or what effect any such measures would have on the
          Company.

                                       12
<PAGE>

 PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS

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

Item 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
              (99) None

         (b)  Reports on 8-K

              No reports on Form 8-K were filed during the third quarter of
              2001.

*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.

                                       13
<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 November, 2001.

                          LINCOLN BENEFIT LIFE COMPANY

                                  (Registrant)

/s/ B. Eugene Wraith

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

/s/ Robert L. Vance
------------------------------              Vice President & Assistant Treasurer
Robert L. Vance
(Principal Financial Officer)


-----------------------------               Controller
Samuel H. Pilch                             (Chief Accounting Officer)
(Principal Accounting Officer)