Investment Company Act of 1940 - Section 8 and 11
Securities Act of 1933 - Section 5 and Rule 145

Ameritas Life Insurance Corp.
April 5, 2007

Based on the facts and representations in your letter dated April 2, 2007 and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission against Ameritas Life Insurance Corp. ("ALIC"), and its wholly-owned subsidiary, Ameritas Variable Life Insurance Company ("AVLIC") under Section 5 of the Securities Act of 1933, as amended (the "1933 Act") and Rule 145 thereunder, or Sections 8 and 11 of the Investment Company Act of 1940, as amended (the "1940 Act"), if AVLIC transfers its Separate Account V, Separate Account VA-2, Separate Account VA and Separate Account VL (the "Separate Accounts") to ALIC by operation of law in connection with the proposed merger of AVLIC into ALIC (the "Merger"). In addition, we would not recommend enforcement action to the Commission if: (1) the change in depositor of the Separate Accounts as a result of the Merger is effected though the filing of amendments to the registration statements for the Separate Accounts under the 1940 Act; and (2) new registration statements under the 1933 Act are filed by ALIC and the Separate Accounts to cover any securities issued after the Merger in connection with the variable life insurance contracts and variable annuity contracts funded by the Separate Accounts.

You have not requested, and we are not providing, any assurance with respect to reliance by the Separate Accounts, AVLIC or ALIC on any prior staff no-action positions. In addition, you have not requested, and we are not providing, any assurance with respect to reliance by the Separate Accounts or ALIC after the Merger on any prior exemptive relief obtained by AVLIC or the Separate Accounts prior to the Merger.

Because our position is based on facts and representations in your letter, you should note that different facts or representations may require a different conclusion. Further, this response expresses the position of the Division on enforcement only, and does not purport to express any legal conclusions on the issues presented.

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/2007/
ameritas040507-sec8.htm