SUPPLEMENT TO THE PROSPECTUS DATED JULY 23, 1998
                         OF LINCOLN BENEFIT LIFE COMPANY
                            VARIABLE ANNUITY ACCOUNT

Lincoln  Benefit Life Company  ("Company")  has  contracted  with  Allstate Life
Financial Services, a wholly owned subsidiary of Allstate Life Insurance Company
and  affiliate of the Company,  to serve as  distributor  of the  Consultant  II
variable  annuity  contracts,  effective  November 25, 1998.  Prior to this time
Lincoln Benefit Financial  Services,  a wholly owned  subsidiary of the Company,
served as the  distributor.  In  accordance  with  this  change,  the  following
revision is made to the Prospectus.

On page 41,  under the heading of  DISTRIBUTION  OF  CONTRACTS,  the language is
deleted in its entirety and the following is substituted in its place:

                            DISTRIBUTION OF CONTRACTS

Contracts are sold by registered  representatives  of broker-dealers who are our
licensed  insurance  agents,  either  individually  or through  an  incorporated
insurance  agency.  Commissions  paid to  broker-dealers  may  vary,  but in the
aggregate  are not  anticipated  to exceed  6% of all  Purchase  Payments  (on a
present value basis).  From time to time,  additional sales incentives (up to 1%
of Purchase  Payments)  may be provided to  broker-dealers  maintaining  certain
sales volume levels. We may use any of our corporate assets, including potential
profit  which may arise from the  mortality  and expense risk charge or from any
other charge or fee under the Contracts,  to cover sales  commissions  and other
promotional or distribution expenses relating to the sale of the Contracts.

Allstate  Life  Financial  Services  ("ALFS")  located  at  3100  Sanders  Road,
Northbrook,  IL 60062-7154  serves as  distributor  of the  Contracts.  ALFS, an
affiliate  of the  Company,  is a  wholly  owned  subsidiary  of  Allstate  Life
Insurance Company. It is registered as a broker-dealer under the Securities and
Exchange Act of 1934, as amended, and is a member of the National Association of
Securities Dealers, Inc.

Sale  of the  Contracts  did  not  commence  until  the  second  half  of  1998.
Consequently,   no  commissions  were  paid  to  any  distributor  or  principal
underwriter of the Contracts for any period prior to 1998.








On page 2 of the Prospectus, the following information is generally added:

Each of the  Subaccounts  and Fixed  Account may not be available in all states.
You should check with your  representative or call us for further information on
the availability of these accounts.


Please attach this page to your  Prospectus and retain it for future  reference.
If you  have  any  questions  regarding  this  information,  please  call  us at
1-800-865-5237, or 1-877-525-5727.

Form # LBL-2498