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: March 31, 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 March 31, 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 Financial Position
            March 31, 2000(Unaudited) and December 31, 1999.................. 3

            Statements of Operations
            Three Months Ended March 31, 2000 and
            March 31, 1999 (Unaudited)....................................... 4

            Statements of Cash Flows
            Three Months Ended March 31, 2000 and
                  March 31, 1999 (Unaudited)................................. 5

            Notes to Financial Statements.................................... 6


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................... 9

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE
         ABOUT MARKET RISK*................................................. N/A


PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS................................................. 11

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................................................. 11

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.................................. 11

SIGNATURE PAGE.............................................................. 12


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

                                        2


<PAGE>


                                      LINCOLN BENEFIT LIFE COMPANY
                                    STATEMENTS OF FINANCIAL POSITION

<TABLE>

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

Assets
Investments
 Fixed income securities, at fair value
     (amortized cost $159,007 and $158,747)                             $  157,608           $  157,218
   Short-term                                                                4,001                1,919
                                                                        ----------           ----------
         Total investments                                                 161,609              159,137

Cash                                                                         1,277                  982
Reinsurance recoverable from
   Allstate Life Insurance Company                                       7,807,189            7,539,995
Reinsurance recoverables from non-affiliates                               276,982              260,324
Receivable from affiliates, net                                              8,783                    -
Other assets                                                                 3,208                4,497
Separate Accounts                                                        1,616,052            1,411,996
                                                                        ----------           ----------
         Total assets                                                   $9,875,100          $ 9,376,931
                                                                        ==========          ===========

Liabilities
Reserve for life-contingent contract benefits                           $  448,807            $ 419,117
Contractholder funds                                                     7,627,403            7,369,664
Current income taxes payable                                                 3,184                3,404
Deferred income taxes                                                        1,976                  745
Payable to affiliates, net                                                       -               12,650
Other liabilities and accrued expenses                                      18,021                1,528
Separate Accounts                                                        1,616,052            1,411,996
                                                                       -----------           ----------
         Total liabilities                                               9,715,443            9,219,104
                                                                       -----------           ----------

Commitments and Contingent Liabilities (Note 4)

Shareholder's equity

Common stock, $100 par value, 30,000 shares
      authorized, 25,000 issued and outstanding                               2,500                2,500
Additional capital paid-in                                                  116,750              116,750
Retained income                                                              41,316               39,571

Accumulated other comprehensive loss:

    Unrealized net capital losses                                             (909)                (994)
                                                                       ------------         ------------
         Total accumulated other comprehensive loss                           (909)                (994)
                                                                       ------------         ------------
         Total shareholder's equity                                         159,657              157,827
                                                                       ------------         ------------
         Total liabilities and shareholder's equity                     $ 9,875,100          $ 9,376,931
                                                                       ============         ============




See notes to financial statements.

                                        3

<PAGE>

                               LINCOLN BENEFIT LIFE COMPANY
                                STATEMENTS OF OPERATIONS




                                                                Three Months Ended
                                                                    March 31,
                                                        -----------------------------------
($ in thousands)                                             2000                1999
                                                        ---------------     ---------------

                                                                   (Unaudited)

Revenues

Net investment income                                          $ 2,784             $ 2,659
Realized capital gains and losses                                  (3)                   1
Other expenses                                                    (26)                 (29)
                                                               -------             --------

Income from operations

   before income tax expense                                     2,755               2,631
Income tax expense                                                 964                 930
                                                               -------             -------

Net income                                                     $ 1,791             $ 1,701
                                                               =======             =======
</TABLE>

























See notes to financial statements.

                                        4

<PAGE>

                                  LINCOLN BENEFIT LIFE COMPANY
                                    STATEMENTS OF CASH FLOWS

<TABLE>


                                                                     Three Months Ended
                                                                          March 31,

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

Cash flows from operating activities

<S>                                                                  <C>                 <C>
Net income                                                           $ 1,791             $ 1,701
Adjustments to reconcile net income to net cash
    provided by operating activities
       Depreciation, amortization and other non-cash items               (32)                 20
       Realized capital gains and losses                                   3                  (1)
       Changes in:
           Life-contingent contract benefits and
               contractholder funds                                    3,578              (1,561)
           Income taxes payable                                          965                 926
           Other operating assets and liabilities                     (3,727)                642
                                                                      -------              ------
               Net cash provided by operating activities               2,578               1,727
                                                                      -------              ------

Cash flows from investing activities

Fixed income securities

       Proceeds from sales                                             8,701                   -
       Investment collections                                            746               4,986
       Investment purchases                                           (9,606)             (6,812)
Change in short-term investments, net                                 (2,124)               (516)
                                                                    ---------             --------
               Net cash used in investing activities                  (2,283)             (2,342)
                                                                    ---------             --------

Net increase (decrease) in cash                                          295                (615)
Cash at the beginning of period                                          982               1,579
                                                                    ---------             --------
Cash at end of period                                               $ 1,277               $ 964
                                                                    =========             ========

</TABLE>
















See notes to financial statements.

                                        5

<PAGE>




                          LINCOLN BENEFIT LIFE 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"). These financial statements have
       been  prepared  in  conformity   with   generally   accepted   accounting
       principles.

       The financial statements and notes as of March 31, 2000 and for the three
       month  periods ended March 31, 2000 and 1999 are  unaudited.  The interim
       financial  statements reflect all adjustments  (consisting only of normal
       recurring  accruals)  which are, in the opinion of management,  necessary
       for  the  fair  presentation  of  the  financial  position,   results  of
       operations  and  cash  flows  for  the  interim  periods.  The  financial
       statements and notes should be read in conjunction  with the consolidated
       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.

       To  conform  with the 2000  presentation,  certain  amounts  in the prior
       years' financial statements and notes have been reclassified.

2.     Reinsurance

       The Company has reinsurance agreements whereby certain premiums, contract
       charges,  credited  interest,  policy  benefits and 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 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  amounts were
       ceded to ALIC under reinsurance agreements.
<TABLE>

<S>                                                                         <C>
                                                                  Three Months Ended
                                                                       March 31,

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

       Premiums                                                $18,858             $13,383
       Contract charges                                         34,472              31,897
       Credited interest, policy benefits,
           and certain expenses                                173,484             167,288

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

                                                                  Three Months Ended
                                                                       March 31,

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

       Premiums                                                $45,599             $29,937
       Credited interest, policy benefits,
           and certain expenses                                 64,397              57,371

</TABLE>


                                       7
<PAGE>



                          LINCOLN BENEFIT LIFE COMPANY
                         NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

3.      Comprehensive Income

        The components of other  comprehensive  income on a pretax and after-tax
        basis for the three months ended March 31, are as follows:
<TABLE>

<S>    <C>                                                     <C>                                   <C>
       ($ in thousands)                                        2000                                  1999
                                                 ----------------------------------    ----------------------------------

                                                                          After-                               After-
                                                  Pretax       Tax         tax        Pretax        Tax          tax

       Unrealized capital gains and
           and losses:
       -----------------------------------------

       Unrealized holding gains (losses)
          arising during the period                  $127        $(44)       $ 83      $(3,165)      $1,108     $(2,057)
       Less: reclassification adjustments              (3)          1          (2)           1            -           1
                                                     -------     -------    -------   ---------      -------     --------
       Unrealized net capital gains
          (losses)                                    130         (45)         85       (3,166)       1,108      (2,058)
                                                     -------     ------     -------   ---------      -------     --------
       Other comprehensive income

          (loss)                                     $130       $ (45)         85      $(3,166)      $1,108      (2,058)
                                                     ======     =======                ========      =======

       Net income                                                           1,791                                 1,701
                                                                           ------                                -------

       Comprehensive income (loss)                                         $1,876                                $ (357)
                                                                           =======                                =======
</TABLE>


4.    Commitments and Contingent Liabilities

      Regulation and legal proceedings

      The  Company's  business is subject to the  effects of a changing  social,
      economic and regulatory  environment.  Public and  regulatory  initiatives
      have varied and have included  employee  benefit  regulations,  removal of
      barriers  preventing  banks from engaging in the  securities and insurance
      business,  tax law changes  affecting the taxation of insurance  companies
      and 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.

      From time to time the  Company  is  involved  in  pending  and  threatened
      litigation  in the  normal  course of its  business  in which  claims  for
      monetary damages are asserted. In the opinion of management,  the ultimate
      liability,  if any, arising from such pending or threatened  litigation is
      not  expected  to have a material  effect on the  results  of  operations,
      liquidity or financial position of the Company.

                                       8
<PAGE>

                          Lincoln Benefit Life Company
                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations



      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 consolidated
financial statements and related notes thereto found under items 7 and 8 of Part
II 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 a broad line of life insurance and savings products through  independent
insurance agents and brokers.  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 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

($ in thousands)
<TABLE>

<S>     <C>                                                                      <C>
                                                                           Three Months Ended
                                                                                March 31,

                                                                       2000                  1999
                                                                 -------------         -------------
Net investment income                                            $       2,784         $       2,659
                                                                 =============         =============
Realized capital gains and losses, after-tax                     $          (2)        $           1
                                                                 =============         =============
Net income                                                       $       1,791         $       1,701
                                                                 =============         =============
Total investments                                                $     161,609         $     161,968
                                                                 =============         =============
</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.

      Net income for the first quarter of 2000  increased  5.3% to $1.8 million.
Pretax net  investment  income for the three month  period  ended March 31, 2000
increased  4.7% to $2.8  million  primarily  attributable  to higher  investment
balances.  Investments  at March  31,  2000,  excluding  Separate  Accounts  and
unrealized gains and losses on fixed income securities,  grew 4.5% from the same
period last year.

                                       9
<PAGE>

Financial Position

($ in thousands)

<TABLE>
                                                                March 31,              December 31,
<S>                                                                <C>                     <C>
                                                                   2000                    1999
                                                            --------------          --------------
Fixed income securities (1)                                 $      157,608          $      157,218
Short-term investments                                               4,001                   1,919
                                                            --------------          --------------
         Total investments                                  $      161,609          $      159,137
                                                            ==============          ==============
Reinsurance recoverable from ALIC                           $    7,807,189          $    7,539,995
                                                            ==============          ==============
Separate Accounts assets and liabilities                    $    1,616,052          $    1,411,996
                                                            ==============          ==============
Contractholder funds                                        $    7,627,403          $    7,369,664
                                                            ==============          ==============
</TABLE>

(1)Fixed income  securities are carried at fair value.  Amortized cost for these
   securities was $159,007 and $158,747 at March 31, 2000 and December 31, 1999,
   respectively.

      Total investments were $161.6 million at March 31, 2000 compared to $159.1
million at December 31, 1999.  The increase was due  primarily to positive  cash
flows  generated  from  operations.  At March 31, 2000,  unrealized  net capital
losses on fixed income  securities were $1.4 million compared to $1.5 million at
December 31, 1999.

      At March 31, 1999, all of the Company's fixed income securities  portfolio
is  rated   investment   grade,   with  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 three  months  ended  March  31,  2000,  contractholder  funds
increased  $257.7 million and amounts  recoverable  from ALIC under  reinsurance
agreements increased $267.2 million. The increases resulted primarily from sales
of  market  value   adjusted   annuity   contracts  and  interest   credited  to
contractholders  partially  offset by fixed annuity  surrenders and withdrawals.
Reinsurance  recoverable from ALIC relates to contract benefit obligations ceded
to ALIC.

      Separate  Account assets and liabilities  increased 14.5% to $1.62 billion
at March  31,  2000.  The  increases  were  primarily  attributable  to sales of
variable  annuity  contracts and the  favorable  investment  performance  of the
Separate  Account  investment  portfolios,  partially  offset by surrenders  and
withdrawals.

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 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 March 31, 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 March 31,  2000,  the Moody's  and  Standard  and Poor's  claims-paying
ratings for the Company were Aa2 and AA+, respectively.

Forward-Looking Statements

      The statements contained in this Management's Discussion and Analysis that
are not historical information are forward-looking  statements that are based on
management's  estimates,  assumptions and  projections.  The Private  Securities
Litigation Reform Act of 1995 provides a safe harbor under The Securities Act of
1933 and The Securities Exchange Act of 1934 for forward-looking statements.

                                       10
<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.

                                       11

<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 12th day of May, 2000.

                          LINCOLN BENEFIT LIFE COMPANY

                                  (Registrant)

/s/B. Eugene Wraith

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

/S/ Marvin P. Ehly

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






                                       12