10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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.

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF

THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-111553

LINCOLN BENEFIT LIFE COMPANY

(Exact name of registrant as specified in its charter)

Nebraska	47-0221457
(State of Incorporation)	(I.R.S. Employer Identification No.)
2940 South 84th Street Lincoln, Nebraska	68506
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: 800-525-9287

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes ý        No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer	Non-accelerated filer
o	o	ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o        No ý

None of the common equity of the registrant is held by non-affiliates. Therefore, the aggregate market value of common equity held by non-affiliates of the registrant is zero.

As of May 8, 2006, the Registrant had 25,000 common shares, $100 par value, outstanding, all of which are held by Allstate Life Insurance Company.

LINCOLN BENEFIT LIFE COMPANY

INDEX TO QUARTERLY REPORT ON FORM 10-Q

March 31, 2006

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Statements of Operations for the Three-Month Periods Ended March 31, 2006 and 2005 (unaudited)	1
	Condensed Statements of Financial Position as of March 31, 2006 (unaudited) and December 31, 2005	2
	Condensed Statements of Cash Flows for the Three-Month Periods Ended March 31, 2006 and 2005 (unaudited)	3
	Notes to Condensed Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 4.	Controls and Procedures	13
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 6.	Exhibits	14

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LINCOLN BENEFIT LIFE COMPANY

CONDENSED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31,
(in thousands)	2006		2005
	(Unaudited)
Revenues
Net investment income	$	3,389	$	3,361
Realized capital gains and losses	—		(95		)
Income from operations before income tax expense	3,389		3,266
Income tax expense	1,183		1,140
Net income	$	2,206	$	2,126

See notes to condensed financial statements.

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LINCOLN BENEFIT LIFE COMPANY

CONDENSED STATEMENTS OF FINANCIAL POSITION

	March 31,			December 31,
(in thousands, except par value data)	2006			2005
	(Unaudited)
Assets
Investments
Fixed income securities, at fair value (amortized cost $266,369 and $266,457)	$	262,080		$	267,545
Short-term	7,368			3,824
Total investments	269,448			271,369
Cash	7,474			8,349
Reinsurance recoverable from Allstate Life Insurance Company	18,577,750			18,350,983
Reinsurance recoverable from non-affiliates	1,060,623			1,019,850
Receivable from affiliates	21,849			10,394
Deferred income taxes	1,263			—
Other assets	90,665			96,059
Separate Accounts	2,890,255			2,718,509
Total assets	$	22,919,327		$	22,475,513
Liabilities
Contractholder funds	$	17,687,591		$	17,462,104
Reserve for life-contingent contract benefits	1,931,788			1,892,194
Current income taxes payable	5,924			4,769
Unearned premiums	27,037			26,992
Deferred income taxes	—			591
Other liabilities and accrued expenses	108,770			101,103
Separate Accounts	2,890,255			2,718,509
Total liabilities	22,651,365			22,206,262
Commitments and Contingent Liabilities (Note 3)
Shareholder’s equity
Common stock, $100 par value, 30 thousand shares authorized, 25 thousand shares issued and outstanding	2,500			2,500
Additional capital paid-in	180,000			180,000
Retained income	88,250			86,044
Accumulated other comprehensive income:
Unrealized net capital gains and losses	(2,788		)	707
Total accumulated other comprehensive income	(2,788		)	707
Total shareholder’s equity	267,962			269,251
Total liabilities and shareholder’s equity	$	22,919,327		$	22,475,513

See notes to condensed financial statements.

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LINCOLN BENEFIT LIFE COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

	Three Months Ended March 31,
(in thousands)	2006			2005
	(Unaudited)
Cash flows from operating activities
Net income	$	2,206		$	2,126
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and other non-cash items	122			109
Realized capital gains and losses	—			95
Changes in:
Contract benefits and other insurance reserves, net of reinsurance recoverables	(2,459		)	(3,037		)
Income taxes payable	1,183			1,140
Receivable/payable to affiliates, net	(11,455		)	48,540
Other operating assets and liabilities	13,106			(42,886		)
Net cash provided by operating activities	2,703			6,087
Cash flows from investing activities
Fixed income securities
Proceeds from sales	—			2,040
Investment collections	6,123			4,925
Investment purchases	(6,157		)	(31,444		)
Change in short-term investments	(3,544		)	21,071
Net cash used in investing activities	(3,578		)	(3,408		)
Net (decrease) increase in cash	(875		)	2,679
Cash at beginning of period	8,349			10,532
Cash at end of period	$	7,474		$	13,211

See notes to condensed financial statements.

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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 March 31, 2006, and for the three-month periods ended March 31, 2006 and 2005, 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. These condensed financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year.

Adopted accounting standards

Financial Accounting Standards Board Staff Position No. FAS 115-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”   (“FSP FAS 115-1”)

The Company adopted Financial Accounting Standards Board (“FASB”) FSP FAS 115-1 as of January 1, 2006. FSP 115-1 nullifies the guidance in paragraphs 10-18 of EITF Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” and references existing other than temporary impairment guidance. FSP FAS 115-1 clarifies that an investor should recognize an impairment loss no later than when the impairment is deemed other-than-temporary, even if a decision to sell the security has not been made, and also provides guidance on the subsequent accounting for income recognition on an impaired debt security. The adoption of FSP FAS 115-1 was required on a prospective basis and did not have a material effect on the results of operations or financial position of the Company.

Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections” (“SFAS No. 154”)

The Company adopted SFAS No. 154 on January 1, 2006. SFAS No. 154 replaces Accounting Principles Board (“APB”) Opinion No. 20, “Accounting Changes”, and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements”. SFAS No. 154 requires retrospective application to prior periods’ financial statements for changes in accounting principle, unless determination of either the period specific effects or the cumulative effect of the change is impracticable or otherwise promulgated. The Company had no accounting changes or error corrections in the current period affected by the new standard.

Pending accounting standard

Statement of Position 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”)

In October 2005, the AICPA issued SOP 05-1. SOP 05-1 provides accounting guidance for deferred policy acquisition costs associated with internal replacements of insurance and investment contracts other than those already described in SFAS No. 97, “Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments”. SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights or coverages that occurs by the exchange of a contract for a new contract, or by amendment, endorsement or rider to a contract, or by the election of a feature or coverage within a contract. The provisions of SOP 05-1 are effective for internal replacements occurring in fiscal years beginning after December 15, 2006. The Company is currently assessing the impact of the SOP on its results of operations and financial position. Any impact resulting from the adoption of SOP 05-1 on the Company’s results of operations will be ceded to ALIC under the terms of the reinsurance agreements.

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2. Reinsurance

The Company has reinsurance agreements under which it reinsures all of its business to ALIC or other non-affiliated reinsurers. Under the agreements, premiums, contract charges, interest credited to contractholder funds, contract benefits and certain expenses are reinsured. 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 condensed financial statements as those assets are owned and managed by ALIC or third party reinsurers under terms of the reinsurance agreements.

The effects of reinsurance on premiums and contract charges are as follows:

	Three months ended March 31,
	2006			2005
(in thousands)
Premiums and contract charges
Direct	$	220,164		$	197,708
Assumed - non-affiliate	2,021			1,126
Ceded
Affiliate	(124,880		)	(116,833		)
Non-affiliate	(97,305		)	(82,001		)
Premiums and contract charges, net of reinsurance	$	—		$	—

The effects of reinsurance on interest credited to contractholder funds, contract benefits and certain other expenses are as follows:

	Three months ended March 31,
	2006			2005
(in thousands)
Interest credited to contractholder funds, contract benefits and certain other expenses
Direct	$	480,157		$	584,819
Assumed - non-affiliate	2,050			1,420
Ceded
Affiliate	(359,951		)	(454,312		)
Non-affiliate	(122,256		)	(131,927		)
Interest credited to contractholder funds, contract benefits and certain other expenses, net of reinsurance	$	—		$	—

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3. Guarantees and Contingent Liabilities

Guarantees

In the normal course of business, the Company provides standard indemnifications to counterparties in contracts in connection with numerous transactions, including acquisitions and divestitures. The types of indemnifications typically provided include indemnifications for breaches of representations and warranties, taxes and certain other liabilities, such as third party lawsuits. The indemnification clauses are often standard contractual terms and were entered into in the normal course of business based on an assessment that the risk of loss would be remote. The terms of the indemnifications vary in duration and nature. In many cases, the maximum obligation is not explicitly stated and the contingencies triggering the obligation to indemnify have not occurred and are not expected to occur. Consequently, the maximum amount of the obligation under such indemnifications is not determinable. Historically, the Company has not made any material payments pursuant to these obligations.

The aggregate liability balance related to all guarantees was not material as of March 31, 2006.

Regulation

The Company is subject to changing social, economic and regulatory conditions. From time to time regulatory authorities seek to impose additional regulations regarding agent and broker compensation and otherwise expand overall regulation of insurance products and the insurance industry. The ultimate changes and eventual effects of these initiatives on the Company’s business, if any, are uncertain.

Legal and regulatory proceedings and inquiries

Background

The Company and certain affiliates are involved in a number of lawsuits, regulatory inquiries, and other legal proceedings arising out of various aspects of its business. As background to the “Proceedings” sub-section below, please note the following:

•These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to, the underlying facts of each matter; novel legal issues; variations between jurisdictions in which matters are being litigated, heard or investigated; differences in applicable laws and judicial interpretations; the length of time before many of these matters might be resolved by settlement, through litigation or otherwise and, in some cases, the timing of their resolutions relative to other similar matters involving other companies; the fact that some of the lawsuits are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined; the fact that some of the lawsuits involve multi-state class actions in which the applicable law(s) for the claims at issue is in dispute and therefore unclear; and the current challenging legal environment faced by large corporations and insurance companies.

•In the lawsuits, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of contractual and extra-contractual damages. In some cases, the monetary damages sought include punitive damages. Often specific information about the relief sought, such as the amount of damages, is not available because plaintiffs have not requested specific relief in their pleadings. In our experience, when specific monetary demands are made in pleadings, they bear little relation to the ultimate loss, if any, to the Company.

•In connection with regulatory examinations and proceedings, government authorities may seek various forms of relief, including penalties, restitution and changes in business practices. The Company may not be advised of the nature and extent of relief sought until the final stages of the examination or proceeding.

•For the reasons specified above, it is often not possible to make meaningful estimates of the amount or range of loss that could result from the matters described below in the “Proceedings” subsection. The Company reviews these matters on an on-going basis and follows the provisions of SFAS No. 5, “Accounting for Contingencies” when making accrual and disclosure decisions.

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When assessing reasonably possible and probable outcomes, the Company bases its decisions on its assessment of the ultimate outcome following all appeals.

•Due to the complexity and scope of the matters disclosed in the “Proceedings” subsection below and the many uncertainties that exist, the ultimate outcome of these matters cannot be reasonably predicted. In the event of an unfavorable outcome in one or more of these matters, the ultimate liability may be in excess of amounts currently reserved and may be material to the Company’s operating results or cash flows for a particular quarter or annual period. However, based on information currently known to it, management believes that the ultimate outcome of all matters described below as they are resolved over time is not likely to have a material adverse effect on the financial position of the Company.

Proceedings

Legal proceedings involving Allstate agencies and AIC may impact the Company, even when the Company is not directly involved, because the Company sells its products through a variety of distribution channels including Allstate agencies. Consequently, information about the more significant of these proceedings is provided in the following paragraph.

AIC is defending certain matters relating to its agency program reorganization announced in 1999. These matters include a lawsuit filed in December 2001 by the U.S. Equal Employment Opportunity Commission (“EEOC”) alleging retaliation under federal civil rights laws, a class action filed in August 2001 by former employee agents alleging retaliation and age discrimination under the Age Discrimination in Employment Act, breach of contract and ERISA violations, and a lawsuit filed in October 2004 by the EEOC alleging age discrimination with respect to a policy limiting the rehire of agents affected by the agency program reorganization. AIC is also defending a certified class action filed by former employee agents who terminated their employment prior to the agency program reorganization. These plaintiffs have asserted breach of contract and ERISA claims and are seeking actual damages including benefits under Allstate employee benefit plans and payments provided in connection with the reorganization, as well as punitive damages. In late March 2004, in the first EEOC lawsuit and class action lawsuit, the trial court issued a memorandum and order that, among other things, certified classes of agents, including a mandatory class of agents who had signed a release, for purposes of effecting the court’s declaratory judgment that the release is voidable at the option of the release signer. The court also ordered that an agent who voids the release must return to AIC “any and all benefits received by the [agent] in exchange for signing the release.”  The court also “concluded that, on the undisputed facts of record, there is no basis for claims of age discrimination.”  The EEOC and plaintiffs have asked the court to clarify and/or reconsider its memorandum and order. The case otherwise remains pending. A putative nationwide class action has also been filed by former employee agents alleging various violations of ERISA, including a worker classification issue. These plaintiffs are challenging certain amendments to the Agents Pension Plan and are seeking to have exclusive agent independent contractors treated as employees for benefit purposes. This matter was dismissed with prejudice by the trial court, was the subject of further proceedings on appeal, and was reversed and remanded to the trial court in April 2005. In these matters, plaintiffs seek compensatory and punitive damages, and equitable relief. AIC has been vigorously defending these lawsuits and other matters related to its agency program reorganization. In addition, AIC has been defending certain matters relating to its life agency program reorganization announced in 2000. These matters have been the subject of an investigation by the EEOC with respect to allegations of age discrimination and retaliation and conciliation discussions between AIC and the EEOC. The outcome of these disputes is currently uncertain.

Other Matters

The Corporation and some of its subsidiaries, including the Company, have received interrogatories and demands for information from regulatory and enforcement authorities relating to various insurance products and practices. The areas of inquiry include variable annuity market timing and late trading. The Corporation and some of its subsidiaries, including the Company, have also received interrogatories and demands for information from authorities seeking information relevant to on-going investigations into the possible violation of antitrust or insurance laws by unnamed parties and, in particular, seeking information as to whether any person engaged in activities for the purpose of price fixing, market allocation, or bid

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rigging. The Company believes that these inquiries are similar to those made to many financial services companies as part of industry-wide investigations by various authorities into the practices, policies and procedures relating to insurance and financial services products. The Corporation and its subsidiaries have responded and will continue to respond to these inquiries.

Various other legal and regulatory actions are currently pending that involve the Company and specific aspects of its conduct of business. Like other members of the insurance industry, the Company is the target of a number of lawsuits and proceedings, some of which involve claims for substantial or indeterminate amounts. These actions are based on a variety of issues and target a range of the Company’s practices. The outcome of these disputes is currently unpredictable. However, based on information currently known to it and the existence of the reinsurance agreements with ALIC, management believes that the ultimate outcome of all matters described in this “Other Matters” subsection in excess of amounts currently reserved, as they are resolved over time is not likely to have a material effect on the operating results, cash flows or financial condition of the Company.

4. Other Comprehensive Loss

The components of other comprehensive loss on a pretax and after-tax basis are as follows:

	Three months ended March 31,
(in thousands)	2006								2005
						After-								After-
	Pretax			Tax		tax			Pretax			Tax		tax
Unrealized holding losses arising during the period	$	(5,377	)	$	1,882	$	(3,495	)	$	(5,548	)	$	1,941	$	(3,607	)
Less: reclassification adjustment of realized capital gains and losses	—			—		—			(95		)	33		(62		)
Other comprehensive loss	$	(5,377	)	$	1,882	(3,495		)	$	(5,453	)	$	1,908	(3,545		)
Net income						2,206								2,126
Comprehensive loss						$	(1,289	)						$	(1,419	)

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Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2006 AND 2005

OVERVIEW

The following discussion highlights significant factors influencing the financial position and results of operations of Lincoln Benefit Life Company (referred to in this document as “we”, “our”, “us”, or the “Company”). It should be read in conjunction with the condensed financial statements and 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. Item 7. and Item 8. of the Lincoln Benefit Life Company Annual Report on Form 10-K for 2005. We operate as a single segment entity, based on the manner in which we use financial information to evaluate performance and to determine the allocation of resources.

OPERATIONS

	Three months ended
	March 31,
(in thousands)	2006		2005
Net investment income	$	3,389	$	3,361
Realized capital gains and losses	—		(95		)
Income tax expense	1,183		1,140
Net income	$	2,206	$	2,126

We have reinsurance agreements whereby all premiums, contract charges, interest credited to contractholder funds, contract benefits and certain expenses are ceded to Allstate Life Insurance Company (“ALIC”) and certain non-affiliated reinsurers, and reflected net of such reinsurance in the Condensed Statements of Operations. Our results of operations include net investment income and realized capital gains and losses on our assets that are not transferred under the reinsurance agreements.

Net income increased $80 thousand to $2.2 million in the first quarter of 2006 from $2.1 million in the same period in the prior year due to net realized capital losses that were recognized in the prior period and higher net investment income in the first quarter of 2006 compared to the same period in the prior year.

Net investment income increased 0.8% in the first quarter of 2006 compared to the same period in 2005 due to higher average portfolio balances, partially offset by lower yields on fixed income securities. Higher portfolio balances resulted from the investment of cash flows from operating activities.

Realized capital losses of $95 thousand were recorded in the first quarter of 2005 as a result of sales of fixed income securities. There were no realized capital gains or losses in the first quarter of 2006.

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FINANCIAL POSITION

(in thousands)	March 31,		December 31,
	2006		2005
Fixed income securities (1)	$	262,080	$	267,545
Short-term	7,368		3,824
Total investments	$	269,448	$	271,369
Cash	$	7,474	$	8,349
Reinsurance recoverable from ALIC	18,577,750		18,350,983
Reinsurance recoverable from non-affiliates	1,060,623		1,019,850
Contractholder funds	17,687,591		17,462,104
Reserve for life-contingent contract benefits	1,931,788		1,892,194
Separate Accounts assets and liabilities	2,890,255		2,718,509

(1) Fixed income securities are carried at fair value. Amortized cost basis for these securities was $266.4 million and $266.5 million at March 31, 2006 and December 31, 2005, respectively.

Total investments decreased $1.9 million in the first quarter of 2006 as a result of net unrealized capital losses on fixed income securities at March 31, 2006 compared to net unrealized capital gains at December 31, 2005.

At March 31, 2006, all securities in the fixed income securities portfolio were rated investment grade, which is defined as a security having a rating from the National Association of Insurance Commissioners (“NAIC”) of 1 or 2; a rating of Aaa, Aa, A or Baa from Moody’s or a rating of AAA, AA, A or BBB from S&P, Fitch or Dominion; or a comparable internal rating if an externally provided rating is not available.

Unrealized net capital losses on fixed income securities at March 31, 2006 were $4.3 million, compared to unrealized net capital gains of $1.1 million at December 31, 2005. The net unrealized losses were comprised of $7.9 million of unrealized losses and $3.6 million of unrealized gains at March 31, 2006. The unrealized gains at December 31, 2005 were comprised of $5.3 million of unrealized gains and $4.2 million of unrealized losses.

At March 31, 2006, all of the gross unrealized losses were related to investment grade securities in our corporate fixed income securities portfolio. Within this portfolio, the capital goods, consumer goods and utilities sectors had the highest concentration of unrealized losses. The gross unrealized losses in these sectors were primarily interest rate related or company specific.

Our portfolio monitoring process identifies and evaluates, on a case-by-case basis, fixed income securities whose carrying value may be other than temporarily impaired. The process includes a quarterly review of all securities using a screening process to identify those securities whose fair value compared to amortized cost is below established thresholds for certain time periods, or which are identified through other monitoring criteria such as ratings downgrades or payment defaults. As a result of approved programs involving the disposition of investments such as changes in duration and revisions to strategic asset allocations, and certain dispositions anticipated by portfolio managers, we also conduct a portfolio review to recognize impairment on securities in an unrealized loss position for which we do not have the intent and ability to hold until recovery. All securities in an unrealized loss position at March 31, 2006 were included in our portfolio monitoring process wherein it was determined that the declines in value were not other than temporary.

We also monitor the quality of our fixed income portfolio by categorizing certain investments as “problem”, “restructured” or “potential problem.”  Problem fixed income securities are securities in default with respect to principal or interest and/or securities issued by companies that have gone into bankruptcy

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subsequent to our acquisition of the security. Restructured fixed income securities have rates and terms that are not consistent with market rates or terms prevailing at the time of the restructuring. Potential problem fixed income securities are current with respect to contractual principal and/or interest, but because of other facts and circumstances, we have concerns regarding the borrower’s ability to pay future principal and interest, which causes us to believe these securities may be classified as problem or restructured in the future.

As of March 31, 2006 and December 31, 2005, we had no securities categorized as “problem”, “restructured” or “potential problem”.

Net Realized Capital Gains and Losses The following table presents the components of realized capital gains and losses and the related tax effect.

	Three Months Ended March 31,
(in thousands)	2006		2005
Dispositions	$	—	$	(95	)
Realized capital gains and losses, pretax	—		(95		)
Income tax benefit	—		33
Realized capital gains and losses, after-tax	$	—	$	(62	)

Dispositions in the above table include sales and other transactions such as calls and prepayments. We may sell fixed income securities during the period in which fair value has declined below amortized cost. In certain situations new factors such as negative developments, subsequent credit deterioration, relative value opportunities, market liquidity concerns and portfolio reallocations can subsequently change our previous intent to continue holding a security.

Reinsurance recoverable, Contractholder funds and Reserve for life-contingent contract benefits

Contractholder funds increased to $17.69 billion at March 31, 2006, from $17.46 billion at December 31, 2005 primarily as a result of new and additional deposits on fixed annuities and interest-sensitive life products and interest credited to contractholder funds partially offset by surrenders, withdrawals and benefit payments. The reserve for life-contingent contract benefits increased $39.6 million to $1.93 billion at March 31, 2006 resulting from sales of immediate annuities with life contingencies and other life-contingent products, partially offset by benefits paid and policy lapses. Reinsurance recoverable from ALIC and reinsurance recoverable from non-affiliates increased correspondingly by $226.8 million and $40.8 million, respectively.

We purchase reinsurance after evaluating the financial condition of the reinsurer, as well as the terms and price of coverage. We reinsure certain of our risks to non-affiliated reinsurers under yearly renewable term and coinsurance agreements. Yearly renewable term and coinsurance agreements result in the passing of the agreed-upon portion of risk to the reinsurers in exchange for negotiated reinsurance premium payments.

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CAPITAL RESOURCES AND LIQUIDITY

Capital Resources consist of shareholder’s equity. The following table summarizes our capital resources:

(in thousands)	March 31, 2006			December 31, 2005
Common stock, additional capital paid-in and retained income	$	270,750		$	268,544
Accumulated other comprehensive income	(2,788		)	707
Total shareholder’s equity	$	267,962		$	269,251

Shareholder’s equity declined in the first quarter of 2006 due to an unfavorable change in unrealized capital gains and losses, partially offset by net income.

Financial Ratings and Strength We share the insurance financial strength ratings of our parent, ALIC, as our business is reinsured to ALIC. ALIC’s ratings are influenced by many factors including operating and financial performance, asset quality, liquidity, asset/liability management, overall portfolio mix, financial leverage (i.e., debt), exposure to risks, the current level of operating leverage, AIC’s ratings and other factors. There have been no changes to ALIC’s insurance financial strength ratings since December 31, 2005.

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Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures as defined in Rule 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the principal executive officer and the principal financial officer concluded that our disclosure controls and procedures are effective in providing reasonable assurance that material information required to be disclosed in our reports filed with or submitted to the Securities and Exchange Commission under the Securities Exchange Act is made known to management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. During the fiscal quarter ended March 31, 2006, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information required for this Part II, Item 1, is incorporated by reference to the discussion under the heading “Regulation” and under the heading “Legal and regulatory proceedings and inquires” in Note 3 of the Company’s Condensed Financial Statements in Part I, Item 1, of this Form 10-Q.

Item 1A. Risk Factors

This document contains “forward-looking statements” that anticipate results based on our estimates, assumptions and 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. We assume no obligation to update any forward-looking statements as a result of new information or future events or developments.

These forward-looking statements do not relate strictly to historical or current facts and may be identified by their use of words like “plans,” “seeks,” “expects,” “will,” “should,” “anticipates,” “estimates,” “intends,” “believes,” “likely,” “targets” 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, litigation and reserves. We believe that these statements are based on reasonable estimates, assumptions and plans. However, if the estimates, assumptions or plans underlying the forward-looking statements prove inaccurate or if other risks or uncertainties arise, actual results could differ materially from those communicated in these forward-looking statements. Risk factors which could cause actual results to differ materially from those suggested by such forward-looking statements include but are not limited to those discussed or identified in this document, in our public filings with the Securities and Exchange Commission, and those incorporated by reference in Part I, Item 1A of Lincoln Benefit Life Company Annual Report on Form 10-K for 2005. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

Item 6. Exhibits

(a)	Exhibits
	An Exhibit Index has been filed as part of this report on page E-1.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Lincoln Benefit Life Company
	(Registrant)
May 8, 2006
	By	/s/ Samuel H. Pilch
	Samuel H. Pilch
	(chief accounting officer and duly authorized officer of the registrant)

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Exhibit No.	Description
3.2	Amended and Restated By-Laws of Lincoln Benefit Life Company, effective March 10, 2006.
31.1	Rule 15d-14(a) Certification of Principal Executive Officer
31.2	Rule 15d-14(a) Certification of Principal Financial Officer
32	Section 1350 Certifications

E-1

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS OF

LINCOLN BENEFIT LIFE COMPANY

(the “Company”)

ARTICLE I

DIRECTORS

                Section 1.  Number; Election; Term of Office.  The property, business and affairs of the Company shall be managed and controlled by a Board of Directors (the “Board”) composed of not less than five nor more than twenty-one members.  The number of Directors may be fixed or changed from time to time, within the minimum and maximum, by the Board without further amendment to these By-laws. The Directors shall be elected at each annual meeting of the shareholders of the Company for a term of one year.  Each Director shall hold office for the term for which he or she was elected and until the election and qualification of his or her successor.

                Section 2.  Filling of Vacancies.  In the event of a vacancy occurring in the Board, the shareholders of the Company shall, by a majority vote at a special meeting called for that purpose or at the next annual meeting of shareholders, elect a Director to fill such vacancy, who shall hold office during the unexpired portion of the term of the Director whose place he or she was elected to fill.               

                Section 3.  Dividends.  The Board may declare dividends payable out of the surplus funds of the Company when warranted by law.

                Section 4.  Officers and Duties.  The Board shall elect all the general officers of the Company hereafter provided and may prescribe additional descriptive titles for any such officers.

                The Board may from time to time appoint Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers of the Company.

                The Board may prescribe the duties and fix the compensation of any elected or appointed officer and may require from any officer security for his or her faithful service and for his or her proper accounting for monies and property from time to time in his or her possession.

                All officers of the Company shall hold office at the will of the Board.

                Section 5.  Designation of Depositories.  The Board shall designate in what bank or banks the funds of the Company shall be deposited and the person or persons who may sign, on behalf of the Company, checks or drafts against such deposits.  Such designations may also be made by such person or persons as shall be appointed for that purpose by the Board.  

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                Section 6.  Powers.  The Board shall have the power to make rules and regulations not inconsistent with the laws of the State of Nebraska, the Articles of Incorporation of the Company, or these By-laws, for the conduct of its own meetings and the management of the affairs of the Company.      

                Section 7.  Compensation.  The Board may authorize payment of compensation to Directors for their services as Directors, and fix the amount thereof.

                Section 8.  Appointment of Committees.  The Board shall have the power to appoint committees, including but not limited to an Executive Committee, and to grant them powers not inconsistent with the laws of Nebraska, the Articles of Incorporation of the Company, or these By-laws.

                An Executive Committee may be appointed by a resolution adopted by a majority of the whole Board.  It shall be composed of three (3) or more Directors selected by the Board, which members shall hold such office until the next annual meeting of the Board and until their successors shall be elected and qualified, subject to removal at will by the Board.  To the extent provided in the resolution or in these By-laws, the Executive Committee shall have and exercise, during the interim between the meetings of the Board, all of the authority of the Board in the management of the Company, but the designation of such Executive Committee shall not relieve the Board nor any member thereof of any responsibility imposed by law.  The Chairman of the Executive Committee shall regularly report any action taken by the Executive Committee to the Board at the next meeting of the Board, and any such actions shall be subject to revision or alteration by the Board, provided that rights or acts of third parties vested or taken in reliance on such action prior to their written notice of any such revision or alteration shall not be adversely affected by such revision or alteration. 

Section 9. Notices of Meetings.  Notices of Board meetings other than the stated annual meeting may be made in writing, by electronic transmission, by telephone or in person.  If a Board meeting notice is made in writing, it shall be addressed to each Director at his or her usual place of business.  Any such notice in writing shall be sent not later than three days before such meeting.  If a Board meeting notice is made by electronic transmission, by telephone or in person, it shall be sent or given not later than three hours before the meeting.  If a Board meeting notice is sent by electronic transmission, it shall be sent to each Director at such destination and by such means as such Director shall have previously consented to.  Notice of any Board meeting need not be given to any Director who shall sign a written waiver thereof either before or after the meeting or who shall be present at the meeting and participate in the business transacted.  Any and all business transacted at any Board meeting shall be fully effective without any notice thereof having been given if all the members shall be present.  Unless limited by law, the Articles of Incorporation, these By-laws, or by the terms of the notice thereof, any and all business may be transacted at any meeting without the notice thereof having so specially enumerated the matters to be acted upon.

                Section 10.  Annual Meeting.  An annual meeting of the Board shall be held each

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year immediately after the adjournment of the annual meeting of the shareholders. Other meetings of the Board may be held at such time as the Board may determine or when called by the Chairman of the Board or by a majority of the Board.

                Section 11.  Quorum.  A quorum for the transaction of business by the Board shall be a majority of the whole Board, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting, from time to time, until a quorum shall have been obtained.

                Section 12.  Action by Unanimous Written Consent.  Unless otherwise restricted by the Articles of Incorporation or these By-laws, any action required or permitted to be taken at any Board meeting or by any committee appointed by the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

                Section 13.  Participation in Meetings by Conference Telephone or Other Communications Equipment.  Unless otherwise restricted by the Articles of Incorporation or these By-laws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or any committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

ARTICLE II

OFFICERS

                Section 1.  General.  The general officers of the Company shall consist of a Chairman of the Board, President, two or more Vice Presidents, a Secretary, a Treasurer, and a Controller, who shall be elected annually by the Board at the stated annual meeting held upon adjournment of the annual shareholders’ meeting, and if not elected at such meeting, such officers maybe elected at any meeting of the Board held thereafter.  Such officers shall be elected by a majority of the Directors, and shall hold office for one year and until their respective successors are elected and qualified, subject to removal at will by the Board.  In case of a vacancy in any of the general offices of the Company, such vacancy may be filled by the vote of a majority of the Board.  Any two of the aforesaid offices may be filled by the same person, with the exception of the offices of President and Vice President, or President and Secretary.              

                Section 2.  Chairman of the Board and Chief Executive Officer.  The Chairman of the Board shall preside at all meetings of the shareholders and of the Board.  He or she shall be the Chief Executive Officer of the Company, shall have general and active management of the business of the Company subject to the supervision of the Board , and shall see that all orders and resolutions of the Board are carried into effect.  He or she shall also perform such other duties as shall be prescribed from time to time by the

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Board.

                Section 3.  President.  The President shall be the Chief Operating Officer of the Company and shall have general administrative control and supervision over the operations of the Company subject to the supervision of the Chairman of the Board.  He or she shall, in the absence or inability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board.  He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company.  He or she shall also perform such other duties as may properly belong to his or her office or as shall be prescribed from time to time by the Chairman of the Board or by the Board.

                Section 4.  Vice Presidents.  Each Vice President shall have such powers and shall perform such duties as may be assigned to him or her by the Chairman of the Board, or by the President or by the Board.  In the absence or in the case of the inability of the Chairman of the Board and the President to act, the Board may designate which one of the Vice Presidents shall be the acting Chief Executive Officer of the Company during such absence or inability, whereupon such acting Chief Executive Officer shall have all the powers and perform all of the duties incident to the office of Chairman during the absence or inability of the Chairman and President to act.

                Section 5.  Secretary.  The Secretary shall keep the minutes of all meetings of the Board, and of all meetings of the shareholders, in books provided by the Company for such purpose.  He or she shall attend to the giving of all notices of meetings of the Board or shareholders.  He or she may sign with the Chairman of the Board, the President or a Vice President in the name of the Company when authorized by the Board so to do, all contracts and other instruments requiring the seal of the Company and may affix the seal thereto.  He or she shall, in general, perform all of the duties which are incident to the office of Secretary and such other duties as the Board or Chairman of the Board may from time to time prescribe.

                Section 6.  Treasurer.  The Treasurer shall deposit the monies of the Company in the Company’s name in depositories designated by the Board, or by such person or persons as shall be appointed for that purpose by the Board.  He or she shall, in general, perform all of the duties which are incident to the office of Treasurer and such other duties as the Board or Chairman of the Board may from time to time prescribe.  The Board may, in its discretion, require him or her to give bond for the faithful discharge of his or her duties.           

                Section 7.  Controller.  The Controller shall have such powers and perform such duties as the Board or the Chairman of the Board may from time to time prescribe.

                Section 8.  Appointed Officers.         An appointed officer shall have such powers and perform such duties as the Chairman of the Board, the Board or another officer of the

4

Company having management responsibility for the organizational component or function to which such appointed officer is assigned may from time to time prescribe.

ARTICLE III

SHAREHOLDERS’ MEETINGS

                Section 1.  Meetings of Shareholders.  The annual meeting of the shareholders shall be held at a place, date and hour determined by the Chairman of the Board.  The Chairman of the Board or the Board may at any time call a special meeting of the shareholders, and the Chairman of the Board shall call such special meeting when requested, in writing, so to do by the owners of not less than one-fifth of the outstanding shares of the Company.              

Section 2.  Notice.  Written notice of every meeting of the shareholders shall be given to each shareholder entitled to vote at the meeting at least ten days before such meeting.  The shareholders may waive notice of any such meeting, in writing, and the presence of a shareholder, either in person or by proxy, shall be considered a waiver of notice, except as otherwise provided by law.

                Section 3.  Quorum.  The presence at such meeting in person or by proxy of shareholders of the Company representing at least fifty-one per cent of the then outstanding shares of the Company shall be necessary to constitute a quorum for the purpose of transacting business, except as otherwise provided by law, but a smaller number may adjourn the meeting from time to time until a quorum shall be obtained.  Each shareholder shall be entitled to cast one vote in person or by proxy for each share of stock of the Company held and of record in his or her name on the books of the Company.

                Section 4.  Voting Power.  A shareholder may vote at any meeting of the shareholders either in person or by proxy duly constituted in writing.  No special form of proxy shall be necessary.

ARTICLE IV

SHARES

                Section 1.  Share Certificates.  Share certificates shall be signed by the President or a Vice President and countersigned by the Secretary, shall be sealed with the corporate seal of the Company, and shall be registered upon the Share Register of the Company.  Each certificate shall express on its face the name of the Company, the number of the certificate, the number of shares for which it is issued, the name of the person to whom it is issued, the par value of each of the said shares, and the amount actually received by the Company for each share represented by said certificate.              

                Section 2.  Transfers of Shares.  Transfers of shares of the Company shall be

5

made only on the books of the Company by the holder thereof in person or by his or her attorney duly authorized, in writing, and upon the surrender of the certificates or certificate for the share transfer, upon which surrender and transfer new certificates will be issued.  The Board may, by resolution, close the share transfer books of the Company for a period not exceeding ten days before the holding of any annual or special meeting of the shareholders.  The Board may, by resolution, also close the transfer books of the Company for a period not exceeding ten days before the payment of any dividends which may be declared upon the shares of the Company.

                                                                                              ARTICLE V

INSURANCE POLICIES AND OTHER INSTRUMENTS

PERTAINING TO THE INSURANCE BUSINESS

OF THE COMPANY

                All policies of insurance issued by this Company shall comply with the laws of the respective states, territories or jurisdictions in which the policies are issued.  All bonds, undertakings, certificates of insurance, cover notes, recognizances, contracts of indemnity, endorsements, stipulations, waivers, consents of sureties, reinsurance acceptances or agreements, surety and co-surety obligations and agreements, underwriting undertakings, and all other instruments pertaining to the insurance business of the Company, shall be validly executed when signed on behalf of the Company by (1) the Chairman of the Board, (2) the President, (3) any Vice President or Assistant Vice President, or (4) any other officer, employee, agent, or attorney-in-fact authorized in writing to so sign by the Chairman of the Board, the President, or any Vice President.  All policies of insurance shall bear the signature of the President or a Senior Vice President and of the Secretary, which signatures may be facsimiles, and shall be countersigned by a duly licensed resident agent where so required by law or regulation.  A facsimile signature of a former officer shall be of the same validity as that of an existing officer.

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                The affixing of the Company’s seal shall not be necessary to the valid execution of any instrument but the Secretary, any Assistant Secretary, or any officer, employee, agent, or attorney-in-fact authorized in writing so to do by the Secretary, any Assistant Secretary or any Vice President, may affix the Company’s seal thereto.

ARTICLE VI

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1.  Definitions.  As used in this Article:

(A)          “Acted Properly” as to any Employee Indemnitee shall mean that such person

                  (i)          acted in good faith;

                 (ii)          acted in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company; and

                (iii)          with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act properly.

(B)           “Covered Person” shall mean an Indemnitee (as defined below) or an Employee Indemnitee (as defined below).

(C)“Employee Indemnitee” shall mean any person who is or was a non-officer employee of the Company (but not subsidiaries of the Company).

(D)          “Expenses” shall include attorneys’ fees and expenses and any attorneys’ fees and expenses of establishing a right to indemnification under this Article.

(E)           “Indemnitee” shall mean any person who is or was

                                (i)            a director or officer of the Company and/or any Subsidiary;

                                (ii)           a trustee or a fiduciary under any employee pension, profit sharing, welfare or similar plan or trust of the Company and/or any Subsidiary; or

7

                                (iii)          serving at the request of the Company as a director or officer of or in a similar capacity in another corporation, partnership, joint venture, trust or other enterprise, (which shall, for the purpose of this Article be deemed to include not-for-profit or for-profit entities of any type), whether acting in such capacity or in any other capacity including, without limitation, as a trustee or fiduciary under any employee pension, profit sharing, welfare or similar plan or trust.

(F)           “Proceeding” shall mean any threatened, pending or completed action or proceeding, whether civil or criminal, and whether judicial, legislative or administrative and shall include investigative action by any person or body, except any of the above (or part thereof) commenced by a Covered Person, unless the commencement of such Proceeding (or part thereof) was authorized in the specific case by the Board.

.

(G)           “Subsidiary” shall mean a company, 50% or more of the shares, or other ownership interests, of which at the time outstanding having voting power for the election of directors are owned directly or indirectly by the Company or by one or more subsidiaries or by the Company and one or more subsidiaries.

Section 2.  Indemnification.

(A)          The Company shall indemnify any Indemnitee to the fullest extent permitted under law (as the same now or hereafter exists), who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that such person is or was an Indemnitee against liabilities, Expenses, judgments, fines, excise taxes or penalties assessed with respect to an employee benefit plan or trust and amounts paid in settlement actually and reasonably incurred by him or her.

(B)           The Company shall indemnify any Employee Indemnitee who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that such person is or was an employee against liabilities, Expenses, judgments, fines, excise taxes or penalties assessed with respect to an employee benefit plan or trust and amounts paid in settlement actually and reasonably incurred by him or her in connection with such Proceeding if such person Acted Properly.

(C)           The Company shall indemnify any Employee Indemnitee who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was an employee against amounts paid in settlement and against Expenses actually and reasonably incurred by him

8

or her in connection with the defense or settlement of such Proceeding if he or she Acted Properly, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses which such court shall deem proper.

                Section 3.  Advances.  Expenses incurred in defending a Proceeding shall be paid by the Company to or on behalf of a Covered Person in advance of the final disposition of such Proceeding if the Company shall have received an undertaking by or on behalf of such person to repay such amounts if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this Article and, with respect to Employee Indemnitees, the General Counsel of the Company does not disapprove counsel selected by the Employee Indemnitee.

                Section 4.  Procedures for Indemnification or Advance.  Any indemnification or advance under Sections 2 or 3  of this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific Proceeding upon a determination that indemnification or advancement to a Covered Person is proper in the circumstances.  Such determination shall be made:

                (A)          by the Board, by a majority vote of a quorum consisting of Directors who were not made parties to such Proceeding, or

                (B)           if such a quorum is not obtainable, or, even if obtainable and a quorum of disinterested Directors so directs, by independent legal  counsel in a written opinion, or

                (C)           in the absence of a determination made under (A) or (B), by the  shareholders.

                Section 5.  Indemnification - - Other Entities.  The Company shall indemnify or advance funds to any Indemnitee described in Section 1(E)(iii) only after such person shall have sought indemnification or an advance from the corporation, partnership, joint venture, trust or other enterprise in which he or she was serving at the Company’s request, shall have failed to receive such indemnification or advance and shall have assigned irrevocably to the Company any right to receive indemnification which he or she might be entitled to assert against such other corporation, partnership, joint venture, trust or other enterprise.

9

                Section 6.  Miscellaneous.

(A)          The indemnification provided to a Covered Person by this Article:

                                (i)            shall not be deemed exclusive of any other rights to which such person may be entitled by law or under any articles of incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise;

                                (ii)           shall inure to the benefit of the legal representatives of such person or his or her estate, whether such representatives are court appointed or otherwise designated, and to the benefit of the heirs of such person; and

                                (iii)          shall be a contract right between the Company and each such person who serves in any such capacity at any time while this Article is in effect, and any repeal or modification of law or this Article  shall not negatively affect any rights or obligations then existing with respect to any state of facts or any Proceedings then existing.

(B)           The indemnification and advances provided to a Covered Person by this Article shall extend to and include claims for such payments arising out of any Proceeding commenced or based on actions of such person taken prior to the effective date of this Article; provided that payment of such claims had not been agreed to or denied by the Company at the effective date.

(C)           The Company shall have the power to purchase and maintain insurance on behalf of any Covered Person against any liability asserted against him or her and incurred by him or her as a Covered Person or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Article.  The Company shall also have power to purchase and maintain insurance to indemnify the Company for any obligation which it may incur as a result of the indemnification of Covered Persons under the provisions of this Article.

(D)          The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article.

ARTICLE VII

MISCELLANEOUS

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                Section 1.  Fiscal Year.  The fiscal year of the Company shall begin in each year on the first day of January and end on the thirty-first day of the December following.

                Section 2.  Corporate Seal.  The common seal of the Company shall be circular in form and shall contain the name of the Company and the words:  “CORPORATE SEAL” and “NEBRASKA”.  An impression of the Company’s seal is affixed hereto.

                Section 3.  Amendment of By-laws.  These By-laws may be amended or repealed by the vote of a majority of the Directors present at any meeting at which a quorum is present.

                Section 4.    Writing and Signing; Electronic Transmission.  Whenever any provision of these By-laws specifies that a writing is required or permitted to take action or to give notice, such action or notice may also be accomplished by electronic transmission.  Electronic transmission means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such recipient through an automated process.  If an electronic transmission is used to satisfy any provision of these By-laws that specifies that a writing is required or permitted to take action or to give notice and these By-laws require that such writing be signed by a particular person, such electronic transmission need not be signed but must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by that person.

                An electronic transmission shall be deemed given:  (i) if by facsimile telecommunication, when directed to a number at which the Director or shareholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the Director or shareholder has consented to receive notice; (iii) if by posting on an electronic network together with separate notice to the Director or shareholder of such specific posting, upon the later of (a) such posting or (b) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the Director or shareholder.

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Casey J. Sylla, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lincoln Benefit Life Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 8, 2006

/s/ Casey J. Sylla

Casey J. Sylla

Chairman of the Board and

President

E-2

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, John C. Pintozzi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lincoln Benefit Life Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 8, 2006

/s/ John C. Pintozzi

John C. Pintozzi

Senior Vice President and

Chief Financial Officer

E-3

EX-32

EXHIBIT 32

CERTIFICATIONS PURSUANT TO 18 UNITED STATES CODE § 1350

Each of the undersigned hereby certifies that to his knowledge the quarterly report on Form 10-Q for the fiscal period ended March 31, 2006 of Lincoln Benefit Life Company filed with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and result of operations of Lincoln Benefit Life Company.

May 8, 2006

/s/ Casey J. Sylla

Casey J. Sylla

Chairman of the Board and

President

/s/ John C. Pintozzi

John C. Pintozzi

Senior Vice President and

Chief Financial Officer

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