PROSPECTUS SUPPLEMENT
                         To prospectus dated May 1, 2001

                    Lincoln Benefit Premier Planner Variable Annuity

We are applying for an exemptive order of the Securities and Exchange Commission
that would permit us to administer the Contract's  terms relating to recovery of
certain  Credit  Enhancement  credits  upon  exercise of free look rights in the
manner described in this Prospectus. There is no assurance that such relief will
be granted.  Until we receive the requested order, the following provisions will
apply:

The  paragraph  entitled  "Credit  Enhancements"  on page 13 is  deleted  in its
entirety and replaced with the following paragraph:

         We will credit your Contract  Value with a Credit  Enhancement of 4% of
         each Purchase  Payment  before we allocate that Purchase  Payment among
         the Subaccounts or to the Fixed Account.  The Credit  Enhancements will
         be  allocated in the same  proportions  as the  corresponding  Purchase
         Payment.  As  described in "Free Look Period" on page 14, if you cancel
         your  Contract  during  the free  look  period we may  deduct  all or a
         portion of any Credit Enhancement from the amount paid you.

The third sentence in the paragraph  entitled  "Free-Look  Period" on page 13 is
deleted in its entirety and replaced with the following sentences:

         If you return the Contract, the Contract terminates. In most states, we
         will  pay  you an  amount  equal  to:  (a) if the  Contract  Value  has
         increased  or  remained  the same,  the  Contract  Value on the date we
         receive your Contract from you, minus the Credit Enhancement; or (b) if
         the Contract  Value has  decreased,  the Contract  Value on the date we
         receive your Contract from you, minus the Credit  Enhancement  plus any
         mortality  and  expense  risk charge or other  charge  assessed on your
         Contract.

The third sentence in the paragraph  entitled  "Free-Look  Period" on page 14 is
deleted in its entirety and replaced with the following sentences:

         If you return the Contract, the Contract terminates. In most states, we
         will  pay  you an  amount  equal  to:  (a) if the  Contract  Value  has
         increased  or  remained  the same,  the  Contract  Value on the date we
         receive your Contract from you, minus the Credit Enhancement; or (b) if
         the Contract  Value has  decreased,  the Contract  Value on the date we
         receive your Contract from you, minus the Credit  Enhancement  plus any
         mortality  and  expense  risk charge or other  charge  assessed on your
         Contract.


The last sentence under the first  paragraph  entitled  "Credit  Enhancement" on
page 15 is deleted in its entirety and replaced with the following sentence:

                  The amount returned if the Contract Owner exercises his or her
                  right to return the Contract  during your Free Look Period may
                  be  reduced  by all or a portion  of any  Credit  Enhancements
                  applied.

Supplement dated May 1, 2001