SBL VARIABLE ANNUITY ACCOUNT X
497, 1998-10-09
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                              PCG VARIABLE ANNUITY

                 INDIVIDUAL AND GROUP FLEXIBLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACT


ISSUED BY:                                             MAILING ADDRESS:

SECURITY BENEFIT LIFE INSURANCE COMPANY                SECURITY BENEFIT LIFE
700 SW HARRISON STREET                                   INSURANCE COMPANY
TOPEKA, KANSAS 66636-0001                              700 SW HARRISON STREET
1-800-888-2461                                         TOPEKA, KANSAS 66636-0001
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   This  Prospectus  describes  the PCG Variable  Annuity--a  flexible  purchase
payment deferred variable annuity contract (the "Contract")  offered by Security
Benefit Life Insurance Company ("Security  Benefit").  The Contract is available
for individuals (the "Individual  Contracts") as a non-tax qualified  retirement
plan  ("Non-Qualified  Plan") or in  connection  with an  individual  retirement
annuity ("IRA")  qualified  under Section 408 of the Internal  Revenue Code. The
Contract is also available to groups (the "Group  Contracts") in connection with
a retirement  plan  qualified  under Section 401,  403(b) or 457 of the Internal
Revenue Code.  The Contract is designed to give  Contractowners  flexibility  in
planning for retirement and other financial goals.

   During the Accumulation Period, the Contract provides for the accumulation of
a Contractowner's  value on a variable basis. The Contract also provides several
options for annuity  payments on a variable basis beginning on the Annuity Start
Date. The minimum initial purchase payment is $100,000. Purchase payments may be
allocated at the  Contractowner's  discretion to one or more of the  Subaccounts
that comprise a separate account of Security Benefit called the Variable Annuity
Account X (the  "Separate  Account").  Each  Subaccount of the Separate  Account
invests in a  corresponding  portfolio  ("Series")  of the  Advisor's  Fund (the
"Mutual  Fund"),  which  currently  consists of four Series:  (1) PCG Aggressive
Growth  Series,  (2) PCG  Growth  Series,  (3) SIM  Growth  Series,  and (4) SIM
Conservative Growth Series.

   The Contract  Value in the  Subaccounts  under a Contract  will vary based on
investment  performance  of the  Subaccounts  to  which  the  Contract  Value is
allocated. No minimum amount of Contract Value is guaranteed.

   A Contract  may be returned  according to the terms of its  Free-Look  Right.
(See "Free-Look Right," page 13.)

   
   This Prospectus  concisely sets forth  information about the Contract and the
Separate Account that a prospective  investor should know before  purchasing the
Contract.  Certain  additional  information  is  contained  in a  "Statement  of
Additional  Information,"  dated October 9, 1998,  which has been filed with the
Securities  and Exchange  Commission  (the "SEC").  The  Statement of Additional
Information,  as it may be  supplemented  from time to time, is  incorporated by
reference  into this  Prospectus  and is  available  at no  charge,  by  writing
Security  Benefit at 700  Harrison  Street,  Topeka,  Kansas 66636 or by calling
1-800-888-2461. The table of contents of the Statement of Additional Information
is set forth on page 29 of this Prospectus.
    

   The SEC maintains a web site (http://www.sec.gov) that contains the Statement
of  Additional  Information,   material  incorporated  by  reference  and  other
information regarding companies that file electronically with the SEC.

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THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE ADVISOR'S FUND.
BOTH PROSPECTUSES SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

THE CONTRACT INVOLVES RISK,  INCLUDING POSSIBLE LOSS OF PRINCIPAL,  AND IS NOT A
DEPOSIT OR OBLIGATION  OF, OR GUARANTEED OR ENDORSED BY, ANY BANK.  THE CONTRACT
IS NOT  FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT  INSURANCE  CORPORATION,  THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

   
DATE:  October 9, 1998
    
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                                TABLE OF CONTENTS

                                                                            Page

DEFINITIONS...............................................................    5

SUMMARY ..................................................................    5
  Purpose of the Contract.................................................    5
  The Separate Account and the Mutual Fund................................    6
  Purchase Payments.......................................................    6
  Contract Benefits.......................................................    6
  Free-Look Right.........................................................    6
  Charges and Deductions..................................................    6
    Mortality and Expense Risk Charge.....................................    6
    Premium Tax Charge....................................................    6
    Other Expenses........................................................    7
  Contacting Security Benefit.............................................    7

EXPENSE TABLE.............................................................    7
  Contractual Expenses....................................................    7
  Annual Separate Account Expenses........................................    7
  Annual Mutual Fund Expenses.............................................    7
  Examples................................................................    7

INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT,
  AND THE MUTUAL FUND.....................................................    8
  Security Benefit Life Insurance Company.................................    8
  Year 2000 Compliance....................................................    8
  Published Ratings.......................................................    9
  Separate Account........................................................    9
  Advisor's Fund..........................................................    9
    PCG Aggressive Growth Series..........................................   10
    PCG Growth Series.....................................................   10
    SIM Growth Series.....................................................   10
    SIM Conservative Growth Series........................................   10
    The Investment Adviser................................................   10

THE CONTRACT..............................................................   10
  General.................................................................   10
  Application for a Contract..............................................   11
  Purchase Payments.......................................................   11
  Allocation of Purchase Payments.........................................   11
  Transfers of Contract Value.............................................   12
  Contract Value..........................................................   12
  Determination of Contract Value.........................................   12
  Full and Partial Withdrawals............................................   12
  Systematic Withdrawals..................................................   13
  Free-Look Right.........................................................   13
  Death Benefit...........................................................   14
  Distribution Requirements...............................................   14
  Death of the Annuitant..................................................   14

CHARGES AND DEDUCTIONS....................................................   15
  Mortality and Expense Risk Charge.......................................   15
  Premium Tax Charge......................................................   15
  Other Charges...........................................................   15
  Guarantee of Certain Charges............................................   15
  Mutual Fund Expenses....................................................   15

ANNUITY PERIOD............................................................   16
  General  ...............................................................   16
  Annuity Options.........................................................   16
    Option 1--Life Income with Guaranteed Payments of 25 Years............   16
    Option 2--Payments for a Specified Period.............................   16
    Option 3--Payments of a Specified Amount..............................   16
    Option 4--Age Recalculation...........................................   16
    Value of Variable Annuity Payments:  Assumed Interest Rate............   17
  Selection of an Option..................................................   17

MORE ABOUT THE CONTRACT...................................................   17
  Ownership...............................................................   17
    Joint Owners..........................................................   17
  Designation and Change of Beneficiary...................................   17
  Participating...........................................................   17
  Payments from the Separate Account......................................   18
  Proof of Age and Survival...............................................   18
  Misstatements...........................................................   18
  Restrictions on Withdrawals from Qualified Plans........................   18

FEDERAL TAX MATTERS.......................................................   19
  Introduction............................................................   19
  Tax Status of Security Benefit and the Separate Account.................   19
    General...............................................................   19
    Charge for Security Benefit Taxes.....................................   19
    Diversification Standards.............................................   19
  Income Taxation of Annuities in General--Non-Qualified Plans............   20
    Surrenders or Withdrawals Prior to the Annuity Start Date.............   20
    Surrenders or Withdrawals on or after Annuity Start Date..............   20
    Penalty Tax on Certain Surrenders and Withdrawals.....................   21
  Additional Considerations...............................................   21
    Distribution-at-Death Rules...........................................   21
    Gift of Annuity Contracts.............................................   21
    Contracts Owned by Non-Natural Persons................................   21
    Multiple Contract Rule................................................   21
    Possible Tax Changes..................................................   22
    Transfers, Assignments or Exchanges of a Contract.....................   22
  Qualified Plans.........................................................   22
    Section 401...........................................................   22
    Section 403(b)........................................................   23
    Section 408...........................................................   24
    Section 457...........................................................   24
    Rollovers.............................................................   24
    Tax Penalties.........................................................   25
    Withholding...........................................................   26

OTHER INFORMATION.........................................................   26
  Voting of Mutual Fund Shares............................................   26
  Substitution of Investments.............................................   26
  Changes to Comply with Law and Amendments...............................   27
  Reports to Owners.......................................................   27
  Telephone Transfer Privileges...........................................   27
  Legal Proceedings.......................................................   28
  Legal Matters...........................................................   28

PERFORMANCE INFORMATION...................................................   28

ADDITIONAL INFORMATION....................................................   29
  Registration Statement..................................................   29
  Financial Statements....................................................   29

STATEMENT OF ADDITIONAL INFORMATION.......................................   29

IRA DISCLOSURE STATEMENT

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THE CONTRACT IS NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.
NO PERSON IS AUTHORIZED  TO MAKE ANY  REPRESENTATIONS  IN  CONNECTION  WITH THIS
OFFERING  OTHER  THAN  AS  CONTAINED  IN THIS  PROSPECTUS  OR THE  STATEMENT  OF
ADDITIONAL  INFORMATION,  THE  MUTUAL  FUND'S  PROSPECTUS  OR THE  STATEMENT  OF
ADDITIONAL INFORMATION OF THE FUND, OR ANY SUPPLEMENT THERETO.
- --------------------------------------------------------------------------------
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                                   DEFINITIONS

   Various terms commonly used in this Prospectus are defined as follows:

   ACCUMULATION  PERIOD -- The period commencing on the Contract Date and ending
on the Annuity  Start Date or, if  earlier,  when the  Contract  is  terminated,
either through a full  withdrawal,  payment of charges,  or payment of the death
benefit proceeds.

   ACCUMULATION  UNIT -- A unit of  measure  used to  calculate  the  value of a
Contractowner's interest in a Subaccount during the Accumulation Period.

   ANNUITANT -- The person on whose life annuity  payments  depend or designated
to receive annuity payments.

   ANNUITY -- A series of periodic income  payments made by Security  Benefit to
an Annuitant, Joint Annuitant, or Beneficiary during the period specified in the
Annuity Option.

   ANNUITY  OPTIONS -- Options under the Contract that  prescribe the provisions
under which a series of annuity payments are made.

   ANNUITY PERIOD -- The period during which annuity payments are made.

   ANNUITY START DATE -- The date when annuity payments are to begin.

   CONTRACT  DATE -- The date shown as the Contract  Date in a Contract.  Annual
Contract  anniversaries  are measured from the Contract  Date. It is usually the
date that the initial purchase payment is credited to the Contract.

   CONTRACTOWNER  OR OWNER -- The person entitled to the ownership  rights under
the Contract and in whose name the Contract is issued.

   CONTRACT  VALUE -- The total value of the amounts in a Contract  allocated to
the Subaccounts of the Separate Account.

   CONTRACT YEAR -- Each twelve-month period measured from the Contract Date.

   DESIGNATED  BENEFICIARY  -- The person having the right to the death benefit,
if any,  payable  upon the  death of the  Owner or the Joint  Owner  during  the
Accumulation  Period.  The  Designated  Beneficiary  is the first  person on the
following  list who is alive  on the  date of  death of the  Owner or the  Joint
Owner:  the Owner,  the Joint  Owner;  the Primary  Beneficiary;  the  Secondary
Beneficiary;  the  Annuitant;  or if none of the above are  alive,  the  Owner's
Estate.

   GENERAL ACCOUNT -- All assets of Security  Benefit other than those allocated
to the Separate Account or to any other separate account of Security Benefit.

   GROUP CONTRACT -- A Contract issued to a group in connection with a Qualified
Plan  under  which  record of  participant's  interest  in the  Contract  is not
maintained by Security Benefit.

   HOME OFFICE -- The Annuity  Administration  Department  of Security  Benefit,
P.O. Box 750497, Topeka, Kansas 66675-0497.

   MUTUAL FUND -- The Advisor's Fund. The Mutual Fund is a diversified, open-end
management investment company commonly referred to as a mutual fund.

   PARTICIPANT -- A Participant under a Qualified Plan.

   PURCHASE PAYMENT -- The amounts paid to Security Benefit as consideration for
the Contract.

   SEPARATE  ACCOUNT -- The Variable  Annuity  Account X. A separate  account of
Security Benefit that consists of accounts, referred to as Subaccounts,  each of
which invests in a corresponding Series of the Mutual Fund.

   SUBACCOUNT  -- A division of the Separate  Account of Security  Benefit which
invests in a corresponding series of the Mutual Fund.

   VALUATION  DATE -- Each date on which the Separate  Account is valued,  which
currently  includes  each  day  that the New  York  Stock  Exchange  is open for
trading.  The New York Stock Exchange is closed on weekends and on the following
holidays:  New Year's Day,  Martin Luther King, Jr. Day,  Presidents'  Day, Good
Friday,  Memorial  Day,  Independence  Day,  Labor Day,  Thanksgiving  Day,  and
Christmas Day.

   VALUATION  PERIOD -- A period used in measuring the investment  experience of
each  Subaccount of the Separate  Account.  The  Valuation  Period begins at the
close  of one  Valuation  Date and  ends at the  close  of the  next  succeeding
Valuation Date.

   WITHDRAWAL  VALUE  -- The  amount  a  Contractowner  may  receive  upon  full
withdrawal  of  the  Contract,  which  is  equal  to  Contract  Value  less  any
uncollected premium taxes.

                                     SUMMARY

   This summary is intended to provide a brief overview of the more  significant
aspects of the  Contract.  Further  detail is provided in this  Prospectus,  the
Statement of Additional Information, and the Contract.

PURPOSE OF THE CONTRACT

   The flexible purchase payment deferred variable annuity contract ("Contract")
described in this Prospectus is designed to give  Contractowners  flexibility in
planning for retirement and other financial goals. The Contract provides for the
accumulation  of values on a variable basis during the  Accumulation  Period and
provides  several options for annuity  payments on a variable basis beginning on
the Annuity  Start Date.  During the  Accumulation  Period,  an Owner can pursue
various  allocation  options by  allocating  purchase  payments  to the  various
Subaccounts of the Separate Account. See "The Contract," page 10.

   The Contract is eligible for purchase as a non-tax qualified  retirement plan
for an individual  ("Non-Qualified  Plan"). The Contract is also eligible for an
individual in connection  with a retirement  plan qualified under Section 408 of
the Internal  Revenue Code of 1986,  as amended and in group form in  connection
with a  retirement  plan  qualified  under  Section  401,  403(b)  or 457 of the
Internal Revenue Code. A qualified  retirement plan is sometimes  referred to in
this Prospectus as a "Qualified Plan."

THE SEPARATE ACCOUNT AND THE MUTUAL FUND

   The Separate Account is currently  divided into four accounts  referred to as
Subaccounts.  Each Subaccount  invests  exclusively in shares of a corresponding
Series of the Mutual Fund.  The Series of the Mutual  Fund,  each of which has a
different  investment  objective or objectives,  are as follows:  PCG Aggressive
Growth Series, PCG Growth Series, SIM Growth Series, and SIM Conservative Growth
Series. See "Advisor's Fund," page 9. Amounts held in a Subaccount will increase
or decrease in dollar  value  depending  on the  investment  performance  of the
Series of the Mutual Fund in which such Subaccount  invests.  The  Contractowner
bears the investment risk for amounts  allocated to a Subaccount of the Separate
Account.

PURCHASE PAYMENTS

   The  minimum  initial   purchase   payment  is  $100,000.   Thereafter,   the
Contractowner  may choose the amount and  frequency  of purchase  payments.  See
"Purchase Payments" on page 11.

CONTRACT BENEFITS

   During the  Accumulation  Period,  Contract  Value may be  transferred by the
Contractowner  among the Subaccounts of the Separate  Account subject to certain
restrictions as described in "The Contract" on page 10.

   At any time before the Annuity Start Date, a Contract may be surrendered  for
its Withdrawal Value, and partial withdrawals, including systematic withdrawals,
may be taken from the Contract Value. See "Full and Partial  Withdrawals,"  page
12 and "Federal Tax Matters," page 18 for more  information  about  withdrawals,
including  the 10 percent  penalty tax that may be imposed upon full and partial
withdrawals (including systematic withdrawals) made prior to the Owner attaining
age 59 1/2.

   The Contract  provides for a death benefit upon the death of the Owner during
the  Accumulation  Period.  A death benefit is not available,  however,  under a
Group  Contract.  See  "Death  Benefit,"  on page 13 for more  information.  The
Contract  provides for several  Annuity Options on a variable basis beginning on
the Annuity Start Date.

FREE-LOOK RIGHT

   An  Owner  may  return a  Contract  within  the  Free-Look  Period,  which is
generally a ten-day period  beginning  when the Owner receives the Contract.  In
this event,  Security Benefit will refund to the Owner the Contract Value in the
Subaccounts  plus any charges  deducted from Contract Value in the  Subaccounts.
Security  Benefit will refund  purchase  payments  allocated to the  Subaccounts
rather than the Contract Value in those states where it is required to do so.

CHARGES AND DEDUCTIONS

   Security  Benefit does not make any  deductions  for sales load from purchase
payments before allocating them to the Contract Value and no surrender charge is
assessed  upon  withdrawal or surrender of a Contract.  Certain  charges will be
deducted in connection with the Contract as described below.

MORTALITY AND EXPENSE RISK CHARGE

   Security  Benefit  deducts a daily charge from the assets of each  Subaccount
for  mortality  and expense risks equal to an annual rate of .65 percent of each
Subaccount's average daily net assets that fund the Individual Contracts and .80
percent  of each  Subaccount's  average  daily  net  assets  that fund the Group
Contracts. See "Mortality and Expense Risk Charge" on page 14.

PREMIUM TAX CHARGE

   Security  Benefit  assesses a premium tax charge to reimburse  itself for any
premium  taxes that it incurs  with  respect to a  Contract.  This  charge  will
usually be deducted on  annuitization  or upon full  withdrawal if a premium tax
was incurred by Security  Benefit and is not  refundable.  Partial  withdrawals,
including  systematic  withdrawals,  may be subject to a premium tax charge if a
premium  tax is  incurred  on the  withdrawal  by  Security  Benefit  and is not
refundable. Security Benefit reserves the right to deduct such taxes when due or
anytime  thereafter.  Premium  tax rates  currently  range from 0 percent to 3.5
percent. See "Premium Tax Charge" on page 15.

OTHER EXPENSES

   The operating  expenses of the Separate Account are paid by Security Benefit.
Investment  advisory fees and operating  expenses of the Mutual Fund are paid by
the Mutual  Fund and are  reflected  in the net asset  value of the Mutual  Fund
shares. For a description of these charges and expenses,  see the Prospectus for
the Mutual Fund.

CONTACTING SECURITY BENEFIT

   All written requests,  notices,  and forms required by the Contract,  and any
questions or  inquiries  should be directed to Security  Benefit Life  Insurance
Company, P.O. Box 750497, Topeka, Kansas 66675-0497 or by phone by calling (785)
431-3112 or 1-800-888-2461, extension 3112.

                                  EXPENSE TABLE

   The purpose of this table is to assist investors in understanding the various
costs and expenses borne directly and indirectly by Owners of the Contracts. The
table reflects any contractual  charges,  expenses of the Separate Account,  and
charges and  expenses  of the Mutual  Fund.  The table does not reflect  premium
taxes that may be imposed by various jurisdictions. See "Premium Tax Charge," on
page 15.

   For a complete  description of a Contract's costs and expenses,  see "Charges
and  Deductions,"  on page 14.  For a more  complete  description  of the Mutual
Fund's costs and expenses, see the Advisor's Fund Prospectus,  which accompanies
this Prospectus.

CONTRACTUAL EXPENSES

Sales load on purchase payments..........................................   None
Contingent deferred sales charge.........................................   None
Transfer Fee (per transfer)..............................................   None

ANNUAL SEPARATE ACCOUNT EXPENSES (AS A PERCENTAGE
  OF EACH SUBACCOUNT'S AVERAGE DAILY NET ASSETS)

Annual Mortality and Expense Risk Charge
   Individual Contracts..................................................   .65%
   Group Contracts.......................................................   .80%
Total Separate Account Annual Expenses
   Individual Contracts..................................................   .65%
   Group Contracts.......................................................   .80%

ANNUAL MUTUAL FUND EXPENSES (AS A PERCENTAGE
  OF EACH SERIES' AVERAGE DAILY NET ASSETS)

                                                                         Total
                                                                         Mutual
                                         Management       Other           Fund
                                            Fee         Expenses(1)     Expenses
                                         ----------     -----------     --------
PCG Aggressive Growth.................      .75%           .97%          1.72%
PCG Growth............................      .75%           .97%          1.72%
SIM Growth............................      .75%           .97%          1.72%
SIM Conservative Growth...............      .75%           .97%          1.72%

1.  Other  Expenses  are based on  estimated  amounts for the fiscal year ending
    April 30, 1999.

EXAMPLES

   The example presented below shows expenses that a Contractowner  would pay at
the end of one and three years. The information presented applies if, at the end
of those time periods, the Contract is (1) surrendered,  (2) annuitized,  or (3)
not  surrendered  or  annuitized.  The  example  shows  expenses  based  upon an
allocation of $1,000 to each of the Subaccounts.

   THE EXAMPLE BELOW SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES.  ACTUAL  EXPENSES  MAY BE GREATER OR LESSER  THAN THOSE  SHOWN.  THE 5
PERCENT  RETURN  ASSUMED  IN THE  EXAMPLES  IS  HYPOTHETICAL  AND  SHOULD NOT BE
CONSIDERED  A  REPRESENTATION  OF PAST OR FUTURE  ACTUAL  RETURNS,  WHICH MAY BE
GREATER OR LESSER THAN THE ASSUMED AMOUNT.

INDIVIDUAL CONTRACTS

   Example -- The Owner of an Individual  Contract  would pay the expenses shown
below on a $1,000 investment, assuming 5 percent annual return on assets:

                                                      1 Year     3 Years
                                                      ------     -------
        PCG Aggressive Growth Subaccount...........    $24         $74
        PCG Growth Subaccount......................     24          74
        SIM Growth Subaccount......................     24          74
        SIM Conservative Growth Subaccount.........     24          74

GROUP CONTRACTS

   Example -- The Owner of a Group  Contract  would pay the expenses shown below
on a $1,000 investment, assuming a 5 percent annual return on assets:

                                                      1 Year     3 Years
                                                      ------     -------
        PCG Aggressive Growth Subaccount...........    $26         $78
        PCG Growth Subaccount......................     26          78
        SIM Growth Subaccount......................     26          78
        SIM Conservative Growth Subaccount.........     26          78

  INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE MUTUAL FUND

SECURITY BENEFIT LIFE INSURANCE COMPANY

   Security Benefit is a stock life insurance  company  organized under the laws
of the State of Kansas.  It was  organized  originally  as a  fraternal  benefit
society and commenced  business  February 22, 1892.  On July 31, 1998,  Security
Benefit converted from a mutual life insurance company to a stock life insurance
company  ultimately  controlled by Security  Benefit Mutual Holding  Company,  a
Kansas  mutual  holding  company.  Upon  purchase  of a contract  from  Security
Benefit,  contractowners  automatically  become  members in the  mutual  holding
company.

   Security Benefit offers variable life insurance policies,  fixed and variable
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and in all states  except New York.
As of December 31, 1997, Security Benefit had total assets of approximately $6.8
billion. Together with its subsidiaries,  Security Benefit has total funds under
management of over $7.5 billion.

   The Principal  Underwriter for the Contracts is Security  Distributors,  Inc.
("SDI"), 700 SW Harrison Street, Topeka, Kansas 66636-0001. SDI is registered as
a  broker/dealer  with  the SEC and is a  wholly-owned  subsidiary  of  Security
Benefit  Group,  Inc.,  a financial  services  holding  company  wholly owned by
Security Benefit.

YEAR 2000 COMPLIANCE

   Like other  insurance  companies,  as well as other  financial  and  business
organizations around the world,  Security Benefit could be adversely affected if
the computer systems it uses in performing its  administrative  functions do not
properly process and calculate date-related  information and data before, during
and after January 1, 2000. Some computer software and hardware systems currently
cannot  distinguish  between  the year 2000 and the year 1900 or some other date
because of the way date fields were encoded. This is commonly known as the "Year
2000  Problem." If not  addressed,  the Year 2000  Problem  could impact (i) the
administrative  services  provided  by  Security  Benefit  with  respect  to the
Contract,  and (ii) the management  services  provided to the Mutual Fund by the
Investment   Adviser,   as  well  as  transfer  agency,   accounting,   custody,
distribution and other services provided to the Mutual Fund.

   Security  Benefit has adopted a plan to be "Year 2000 Compliant" with respect
to both its  internally  built  systems as well as systems  provided by external
vendors.  "Year 2000  Compliant"  means that systems and programs  which require
modification  will  have  the  date  fields  expanded  to  include  the  century
information  and that for  interfaces to external  organizations  as well as new
systems,  development  of the year portion of the date field will be expanded to
four digits using the format YYYYMMDD.  Security  Benefit's  overall approach to
addressing the Year 2000 issue is as follows:  (1) to inventory its internal and
external  hardware,  software,  telecommunications  and  data  transmissions  to
customers  and  conduct a risk  assessment  with  respect to the  impact  that a
failure on any such system would have on its business operations;  (2) to modify
or replace its internal  systems and obtain vendor  certifications  of Year 2000
compliance for systems  provided by vendors or replace such systems that are not
Year 2000  Compliant;  and (3) to  implement  and test its systems for Year 2000
compliance.  Security  Benefit has  completed  the inventory of its internal and
external  systems  and has  made  substantial  progress  toward  completing  the
modification/replacement  of its internal  systems as well as towards  obtaining
Year 2000 Compliant  certifications  from its external vendors.  Overall systems
testing is scheduled to commence in December  1998 and extend into the first six
months of 1999.

   Although  Security  Benefit has taken  steps to ensure that its systems  will
function  properly  before,  during and after the Year 2000,  its key  operating
systems and  information  sources are  provided by or through  external  vendors
which  creates  uncertainty  to the  extent  Security  Benefit is relying on the
assurance of such vendors as to whether its systems will be Year 2000 Compliant.
The costs or consequences of incomplete or untimely  resolution of the Year 2000
issue are  unknown  to  Security  Benefit at this time but could have a material
adverse impact on the operations of the Separate Account and  administration  of
the Contract.

   The Year 2000 Problem is also expected to impact companies, which may include
issuers of  portfolio  securities  held by the Mutual Fund,  to varying  degrees
based upon  various  factors,  including,  but not  limited  to,  the  company's
industry sector and degree of technological sophistication.  Security Benefit is
unable to  predict  what  impact,  if any,  the Year 2000  Problem  will have on
issuers of the portfolio securities held by the Mutual Fund.

PUBLISHED RATINGS

   Security  Benefit  may from time to time  publish  in  advertisements,  sales
literature and reports to Owners, the ratings and other information  assigned to
it by one or more independent  rating  organizations  such as A. M. Best Company
and  Standard & Poor's.  The purpose of the ratings is to reflect the  financial
strength  and/or  claims-paying  ability of  Security  Benefit and should not be
considered  as  bearing  on the  investment  performance  of assets  held in the
Separate  Account.  Each year A. M. Best Company reviews the financial status of
thousands of insurers,  culminating in the assignment of Best's  Ratings.  These
ratings  reflect their current  opinion of the relative  financial  strength and
operating  performance of an insurance company in comparison to the norms of the
life/health  insurance industry.  In addition,  the claims-paying ability of the
Company as measured  by  Standard & Poor's  Insurance  Ratings  Services  may be
referred to in advertisements or sales literature or in reports to Owners. These
ratings are opinions of an operating  insurance  company's financial capacity to
meet the  obligations of its insurance and annuity  policies in accordance  with
their  terms.  Such  ratings do not reflect the  investment  performance  of the
Separate  Account or the degree of risk  associated  with an  investment  in the
Separate Account.

SEPARATE ACCOUNT

   The Separate  Account was established by Security  Benefit on March 23, 1998,
under procedures  established under Kansas law. The income,  gains, or losses of
the Separate  Account,  whether or not  realized,  are, in  accordance  with the
Contracts,  credited to or charged  against the assets of the  Separate  Account
without regard to other income,  gains,  or losses of Security  Benefit.  K.S.A.
40-436 provides that assets in a separate  account  attributable to the reserves
and other  liabilities  under the contracts are not chargeable with  liabilities
arising from any other business that the insurance  company  conducts if, and to
the extent the  contracts so provide,  the Contract  contains  such a provision.
Security  Benefit  owns the assets in the  Separate  Account  and is required to
maintain  sufficient assets in the Separate Account to meet all Separate Account
obligations  under the Contracts.  Security  Benefit may transfer to its General
Account assets that exceed anticipated  obligations of the Separate Account. All
obligations  arising under the Contracts are general  corporate  obligations  of
Security  Benefit.  Security  Benefit may invest its own assets in the  Separate
Account for other  purposes,  but not to support  contracts  other than variable
annuity  contracts,  and may  accumulate in the Separate  Account  proceeds from
Contract charges and investment results applicable to those assets.

   The Separate  Account is currently  divided  into four  Subaccounts.  Income,
gains  and  losses,  whether  or not  realized,  are,  in  accordance  with  the
Contracts,  credited  to, or  charged  against,  the  assets of each  Subaccount
without  regard to the income,  gains or losses in the other  Subaccounts.  Each
Subaccount  invests  exclusively  in shares of a  specific  Series of the Mutual
Fund. Security Benefit may in the future establish additional Subaccounts of the
Separate  Account,  which may invest in other  Series of the  Mutual  Fund or in
other securities, mutual funds, or investment vehicles.

   The Separate  Account is registered with the SEC as a unit  investment  trust
under the Investment Company Act of 1940 (the "1940 Act"). Registration with the
SEC does not involve  supervision by the SEC of the administration or investment
practices of the Separate Account or of Security Benefit.

ADVISOR'S FUND

   Advisor's  Fund (the "Mutual  Fund") is a  diversified,  open-end  management
investment  company of the series type.  The Mutual Fund is registered  with the
SEC under the 1940 Act. Such  registration  does not involve  supervision by the
SEC of the investments or investment  policy of the Mutual Fund. The Mutual Fund
currently  has  four  separate  portfolios  ("Series"),  each of  which  pursues
different investment objectives and policies.

   
   Shares of the Mutual  Fund  currently  are offered  only for  purchase by the
Separate  Account  which serves as an  investment  medium for  variable  annuity
contracts  issued  by  Security  Benefit,  and in the  future  may  serve  as an
investment  medium for variable life insurance  policies and may also be sold to
qualified  pension  and  retirement  plans.  When a  mutual  fund  serves  as an
investment medium for both variable life insurance policies and variable annuity
contracts it is called  "mixed  funding."  Shares of the Mutual Fund may also be
sold in the future to  separate  accounts  of other  insurance  companies,  both
affiliated  and not  affiliated  with Security  Benefit.  This is called "shared
funding."  Security  Benefit  currently  does not foresee any  disadvantages  to
Contractowners  arising from either  mixed or shared  funding;  however,  due to
differences  in tax  treatment  or  other  considerations,  it is  theoretically
possible that the interests of owners of various  contracts for which the Mutual
Fund serves as an investment medium might at some time be in conflict.  However,
Security Benefit, the Mutual Fund's Board of Directors,  and any other insurance
companies  that  participate  in the Mutual  Fund in the future are  required to
monitor  events in order to identify any material  conflicts that arise from the
use of the Mutual Fund for mixed and/or shared funding.  The Mutual Fund's Board
of Directors are required to determine what action,  if any,  should be taken in
the event of such a conflict. If such a conflict were to occur, Security Benefit
might be required  to withdraw  the  investment  of one or more of its  separate
accounts  from the  Mutual  Fund.  This  might  force  the  Mutual  Fund to sell
securities at disadvantageous prices.
    

   A summary of the  investment  objective  of each Series of the Mutual Fund is
described  below.  There can be no  assurance  that any Series will  achieve its
objective. More detailed information is contained in the accompanying prospectus
of the Mutual  Fund,  including  information  on the risks  associated  with the
investments and investment techniques of each Series.

THE MUTUAL FUND'S  PROSPECTUS  ACCOMPANIES  THIS  PROSPECTUS  AND SHOULD BE READ
CAREFULLY BEFORE INVESTING.

PCG AGGRESSIVE GROWTH SERIES

   The  investment  objective  of the PCG  Aggressive  Growth  Series is capital
appreciation  through  investment  in  a  diversified  portfolio  of  small  and
medium-size companies.

PCG GROWTH SERIES

   The  investment  objective of the PCG Growth  Series is  long-term  growth of
capital through investment in a diversified portfolio of equity securities.

SIM GROWTH SERIES

   The  investment  objective of the SIM Growth  Series is  long-term  growth of
capital  primarily  through  investment in a portfolio of publicly traded mutual
funds.

SIM CONSERVATIVE GROWTH SERIES

   The  investment  objective  of the SIM  Conservative  Growth  Series is total
return,  primarily  through  investment in a portfolio of publicly traded mutual
funds.

THE INVESTMENT ADVISER

   Private Consulting Group, Inc. (the "Investment  Adviser") located at 4650 SW
Macadam,  Portland,  Oregon 97201 serves as investment adviser to each Series of
the  Mutual  Fund.  The  Investment  Adviser  is  registered  with the SEC as an
investment adviser. The Investment Adviser formulates and implements  continuing
programs  for the  purchase  and  sale of  securities  in  compliance  with  the
investment  objectives,  policies,  and  restrictions  of  each  Series,  and is
responsible  for the day to day  decisions to buy and sell  securities  for each
Series except the PCG  Aggressive  Growth  Series.  The  Investment  Adviser has
engaged Mench Financial,  Inc., 30 West Third Street, Fourth Floor,  Cincinnati,
Ohio 45202 to provide investment  advisory services to the PCG Aggressive Growth
Series.

                                  THE CONTRACT

GENERAL

   The  Contract  offered  by this  Prospectus  is a flexible  purchase  payment
deferred  variable annuity that is issued by Security  Benefit.  The Contract is
significantly  different  from a fixed annuity  contract in that it is the Owner
under a Contract  who  assumes the risk of  investment  gain or loss rather than
Security Benefit. Upon the maturity of a Contract, the Contract provides several
Annuity  Options on a variable  basis,  under which  Security  Benefit  will pay
periodic annuity  payments  beginning on the Annuity Start Date. The amount that
will be available for annuity payments will depend on the investment performance
of the Subaccounts to which purchase payments have been allocated.

   The Group Contract  offered by this prospectus is identical to the individual
form of the  Contract  in all  material  respects  except the death  benefit and
annuity option  provisions.  The Group Contract does not provide a death benefit
and makes annuity options available to Participants only upon receipt of certain
distributions   from  the  Qualified   Plan.  The  annuity  rates  available  to
Participants  are  guaranteed  in the  Group  Contract.  An  individual  annuity
Contract will be issued to a Participant who elects to apply a distribution from
the Plan to purchase an annuity from Security Benefit.

   The Contract is available for purchase as a non-tax qualified retirement plan
("Non-Qualified  Plan") by an individual.  The Contract is also eligible for use
by an individual in connection  with a tax qualified  retirement plan that meets
the  requirements of Section 408 of the Internal  Revenue Code and in group form
in connection  with a retirement plan qualified under Section 401, 403(b) or 457
of the Internal Revenue Code ("Qualified Plan").  Certain federal tax advantages
are currently  available to retirement  plans that qualify as (1)  self-employed
individuals'  retirement plans under Section 401, such as HR-10 and Keogh plans,
(2) pension or  profit-sharing  plans established by an employer for the benefit
of its employees under Section 401, (3) annuity  purchase plans of public school
systems  and  certain  tax-exempt  organizations  under  Section  403(b)  or (4)
deferred  compensation  plans for employees  established by a unit of a state or
local government or by a tax-exempt organization under Section 457. Joint Owners
are permitted only on a contract issued pursuant to a Non-Qualified Plan.

APPLICATION FOR A CONTRACT

   Any person  wishing to purchase a Contract may submit an  application  and an
initial  purchase  payment  to  Security  Benefit,  as well as any other form or
information  that Security  Benefit may require.  Security  Benefit reserves the
right to reject an  application or purchase  payment for any reason,  subject to
Security  Benefit's  underwriting  standards and  guidelines  and any applicable
state or federal law relating to nondiscrimination.

   The maximum age of an Owner or Annuitant  for which a Contract will be issued
is 90. If there are Joint Owners or  Annuitants,  the maximum  issue age will be
determined by reference to the older Owner or Annuitant.

PURCHASE PAYMENTS

   The  minimum  initial  purchase  payment  for the  purchase  of a Contract is
$100,000  for  both   Non-Qualified   and  Qualified  Plans.   Thereafter,   the
Contractowner  may choose the amount and  frequency of purchase  payments.  With
respect to the Individual  Contract,  cumulative  purchase payments exceeding $5
million will not be accepted without prior approval of Security Benefit.

   An initial  purchase  payment  will be applied  not later than the end of the
second  Valuation  Date after the  Valuation  Date it is  received  by  Security
Benefit at its Home Office if the purchase payment is preceded or accompanied by
an application that contains  sufficient  information  necessary to establish an
account and properly credit such purchase payment.  The application form will be
provided by Security  Benefit.  If Security  Benefit does not receive a complete
application, the applicant will be notified by Security Benefit that it does not
have the necessary information to issue a Contract. If the necessary information
is not  provided  to Security  Benefit  within  five  Valuation  Dates after the
Valuation  Date on which Security  Benefit first  receives the initial  purchase
payment  or if  Security  Benefit  determines  it  cannot  otherwise  issue  the
Contract,  Security  Benefit  will  return the initial  purchase  payment to the
applicant  unless the  applicant  consents to  Security  Benefit  retaining  the
purchase payment until the application is made complete.

   Subsequent  purchase payments will be credited as of the end of the Valuation
Period in which  they are  received  by  Security  Benefit  at its Home  Office.
Purchase  payments  after the initial  purchase  payment may be made at any time
prior to the  Annuity  Start  Date,  so long as the Owner is living.  Subsequent
purchase payments under a Qualified Plan may be limited by the terms of the plan
and provisions of the Internal Revenue Code.

ALLOCATION OF PURCHASE PAYMENTS

   In an application for a Contract,  the Contractowner  selects the Subaccounts
to  which  purchase  payments  will  be  allocated.  Purchase  payments  will be
allocated  according  to  the  Contractowner's  instructions  contained  in  the
application  or  more  recent  instructions  received,  if any,  except  that no
purchase  payment  allocation  is  permitted  that  would  result in less than 1
percent of each payment being allocated to any one  Subaccount.  The allocations
must be whole percentages and must total 100 percent.

   A Contractowner  may change the purchase payment  allocation  instructions by
submitting a proper written request to Security  Benefit's Home Office. A proper
change in  allocation  instructions  will be effective  upon receipt by Security
Benefit  at its Home  Office  and will  continue  in effect  until  subsequently
changed.  Changes  in  purchase  payment  allocation  may be made  by  telephone
provided the Telephone  Transfer  Section of the application or an Authorization
for Telephone Requests form is properly completed, signed, and filed at Security
Benefit's  Home Office.  Changes in the allocation of future  purchase  payments
have no effect on existing Contract Value. Such Contract Value,  however, may be
transferred  among  the  Subaccounts  of the  Separate  Account  in  the  manner
described in "Transfers of Contract Value" on page 11.

TRANSFERS OF CONTRACT VALUE

   During the Accumulation  Period,  Contract Value may be transferred among the
Subaccounts  by the  Contractowner  upon  proper  written  request  to  Security
Benefit's  Home  Office.  Transfers  may be made by  telephone  unless the Owner
elected  not  to  have  Telephone   Transfer   privileges  in  the  application.
Contractowners  that elected not to have  Telephone  Transfer  privileges in the
application may  subsequently  establish such privilege by properly  completing,
signing  and filing at  Security  Benefit's  Home  Office a  Telephone  Transfer
Authorization form. There is no minimum transfer amount.

   The  frequency of  transfers  generally  is not  limited,  although  Security
Benefit  reserves the right at a future date to limit the number of transfers to
14 in a Contract  Year.  Security  Benefit also  reserves the right to limit the
size and frequency of such transfers, and to discontinue telephone transfers.

CONTRACT VALUE

   The Contract  Value is the sum of the amounts under the Contract held in each
Subaccount of the Separate Account as of any Valuation Date.

   On each Valuation  Date,  the portion of the Contract Value  allocated to any
particular  Subaccount will be adjusted to reflect the investment  experience of
that Subaccount. See "Determination of Contract Value," below. No minimum amount
of Contract Value is guaranteed.  A  Contractowner  bears the entire  investment
risk relating to the Contract.

DETERMINATION OF CONTRACT VALUE

   The Contract  Value will vary to a degree that depends upon several  factors,
including investment  performance of the Subaccounts to which Contract Value has
been  allocated,  payment of purchase  payments,  partial  withdrawals,  and the
charges assessed in connection with the Contract.  The amounts  allocated to the
Subaccounts will be invested in shares of the corresponding Series of the Mutual
Fund. The investment  performance of the Subaccounts  will reflect  increases or
decreases in the net asset value per share of the  corresponding  Series and any
dividends or distributions  declared by a Series. Any dividends or distributions
from any Series of the Mutual Fund will be automatically reinvested in shares of
the same Series,  unless Security  Benefit,  on behalf of the Separate  Account,
elects otherwise.

   Assets in the  Subaccounts  are divided into  Accumulation  Units,  which are
accounting  units of measure  used to calculate  the value of a  Contractowner's
interest in a Subaccount.  When a Contractowner allocates purchase payments to a
Subaccount,  the Contract is credited  with  Accumulation  Units.  The number of
Accumulation  Units to be credited is  determined  by dividing the dollar amount
allocated to the particular  Subaccount by the  Accumulation  Unit value for the
Subaccount at the end of the Valuation  Period in which the purchase  payment is
credited. In addition, other transactions including full or partial withdrawals,
transfers,  and assessment of certain  charges  against the Contract  affect the
number  of  Accumulation  Units  credited  to a  Contract.  The  number of units
credited or debited in  connection  with any such  transaction  is determined by
dividing the dollar amount of such transaction by the unit value of the affected
Subaccount. The Accumulation Unit value of each Subaccount is determined on each
Valuation  Date. The number of  Accumulation  Units credited to a Contract shall
not be changed by any subsequent  change in the value of an  Accumulation  Unit,
but the dollar value of an  Accumulation  Unit may vary from  Valuation  Date to
Valuation Date  depending  upon the investment  experience of the Subaccount and
charges against the Subaccount.

   The Accumulation  Unit value of each Subaccount's unit initially was $10. The
unit value of a Subaccount on any  Valuation  Date is calculated by dividing the
value of each  Subaccount's  net  assets  by the  number of  Accumulation  Units
credited to the Subaccount on that date.  Determination  of the value of the net
assets of a Subaccount  takes into  account the  following:  (1) the  investment
performance of the Subaccount, which is based upon the investment performance of
the corresponding  Series of the Mutual Fund, (2) any dividends or distributions
paid by the corresponding  Series, (3) the charges, if any, that may be assessed
by Security  Benefit for taxes  attributable to the operation of the Subaccount,
and (4) the mortality and expense risk charge under the Contract.

FULL AND PARTIAL WITHDRAWALS

   A  Contractowner  may obtain  proceeds  from a Contract by  surrendering  the
Contract for its Withdrawal Value or by making a partial  withdrawal.  A full or
partial  withdrawal,  including a systematic  withdrawal,  may be taken from the
Contract  Value at any time while the Owner is living  and  before  the  Annuity
Start Date, subject to limitations under the applicable plan for Qualified Plans
and applicable law. A full or partial withdrawal request will be effective as of
the end of the  Valuation  Period that a proper  written  request is received by
Security  Benefit at its Home Office.  A proper written request must include the
written  consent  of any  effective  assignee  or  irrevocable  Beneficiary,  if
applicable.

   The  proceeds  received  upon  a  full  withdrawal  will  be  the  Contract's
Withdrawal  Value. The Withdrawal Value is equal to the Contract Value as of the
end of the Valuation Period during which a proper withdrawal request is received
by Security Benefit at its Home Office,  minus any uncollected  premium taxes. A
partial withdrawal may be requested for a specified  percentage or dollar amount
of Contract  Value. A request for a partial  withdrawal will result in a payment
by  Security  Benefit in  accordance  with the amount  specified  in the partial
withdrawal  request.  Upon  payment,  the  Contract  Value will be reduced by an
amount  equal to the  payment  and any  applicable  premium  tax.  If a  partial
withdrawal is requested  that would leave the  Withdrawal  Value in the Contract
less than $5,000,  then Security Benefit reserves the right to treat the partial
withdrawal as a request for a full withdrawal.

   The amount of a partial  withdrawal will be allocated from the Contract Value
among the Subaccounts according to the Contractowner's  instructions to Security
Benefit.

   A full or partial  withdrawal,  including  a  systematic  withdrawal,  may be
subject to a premium  tax charge to  reimburse  Security  Benefit for any tax on
premiums on a Contract that may be imposed by various states and municipalities.
See "Premium Tax Charge," on page 15.

   A full or partial withdrawal,  including a systematic withdrawal,  may result
in  receipt  of  taxable  income to the Owner  and,  if made  prior to the Owner
attaining age 59 1/2, may be subject to a 10 percent penalty tax. In the case of
Contracts  issued in connection with retirement plans that meet the requirements
of Section 401(a),  403(b),  408 or 457 of the Internal Revenue Code,  reference
should be made to the terms of the particular Qualified Plan for any limitations
or restrictions on  withdrawals.  For more  information,  see  "Restrictions  on
Withdrawals  from  Qualified  Plans"  on  page  18.  The tax  consequences  of a
withdrawal under the Contract should be carefully  considered.  See "Federal Tax
Matters" on page 18.

SYSTEMATIC WITHDRAWALS

   Security   Benefit   currently   offers  a  feature  under  which  systematic
withdrawals may be elected.  Under this feature,  a  Contractowner  may elect to
receive  systematic  withdrawals  before  the  Annuity  Start  Date by sending a
properly completed Systematic Withdrawal Request form to Security Benefit at its
Home  Office.  This  option  may be  elected at any time.  A  Contractowner  may
designate the  systematic  withdrawal  amount as a percentage of Contract  Value
allocated to the Subaccounts,  as a fixed period,  as a specified dollar amount,
as all earnings in the  Contract,  or as based upon the life  expectancy  of the
Owner or the Owner and a  Beneficiary.  A  Contractowner  may also designate the
desired  frequency  of  the  systematic  withdrawals,   which  may  be  monthly,
quarterly,  semiannually or annually.  Systematic  withdrawals may be stopped or
modified upon proper written request by the  Contractowner  received by Security
Benefit at its Home Office at least 30 days in advance of the requested  date of
termination or  modification.  A proper request must include the written consent
of any effective assignee or irrevocable Beneficiary, if applicable.

   Each  systematic  withdrawal  must  be  at  least  $100.  Upon  payment,  the
Contractowner's Contract Value will be reduced by an amount equal to the payment
proceeds plus any applicable premium tax. Any systematic  withdrawal that equals
or exceeds  the  Withdrawal  Value will be treated as a full  withdrawal.  In no
event will payment of a systematic  withdrawal  exceed the Withdrawal Value. The
Contract  will  automatically  terminate if a systematic  withdrawal  causes the
Contract's Withdrawal Value to equal zero.

   Each  systematic  withdrawal  will be effected as of the end of the Valuation
Period during which the  withdrawal is  scheduled.  The deduction  caused by the
systematic withdrawal will be allocated from the Contractowner's  Contract Value
in the Subaccounts as directed by the Contractowner.

   Security Benefit may, at any time,  discontinue,  modify, suspend or charge a
fee for systematic withdrawals. The tax consequences of a systematic withdrawal,
including the 10 percent  penalty tax which may be imposed on  withdrawals  made
prior to the Owner  attaining age 59 1/2,  should be carefully  considered.  See
"Federal Tax Matters" on page 18.

FREE-LOOK RIGHT

   An  Owner  may  return a  Contract  within  the  Free-Look  Period,  which is
generally a ten-day period  beginning when the Owner receives the Contract.  The
returned  Contract will then be deemed void and Security Benefit will refund the
Contract Value in the  Subaccounts as of the end of the Valuation  Period during
which the returned  Contract is received by Security  Benefit.  Security Benefit
will refund purchase payments  allocated to the Subaccounts rather than Contract
Value in those states that require it to do so.

DEATH BENEFIT

   If the Owner dies during the Accumulation  Period,  Security Benefit will pay
the death benefit  proceeds to the  Designated  Beneficiary  upon receipt of due
proof of the Owner's death and instructions  regarding payment to the Designated
Beneficiary.  If there are Joint  Owners,  the death  benefit  proceeds  will be
payable  upon  receipt  of due  proof  of  death  of  either  Owner  during  the
Accumulation Period and instructions  regarding payment. If the surviving spouse
of the deceased Owner is the sole Designated Beneficiary,  such spouse may elect
to  continue  the  Contract  in  force,  subject  to  certain  limitations.  See
"Distribution  Requirements," page 14. If the Owner is not a natural person, the
death benefit proceeds will be payable upon receipt of due proof of death of the
Annuitant during the Accumulation  Period and  instructions  regarding  payment.
Additionally,  if the Owner is not a  natural  person,  the  amount of the death
benefit  will be  based  on the age of the  oldest  annuitant  on the  date  the
Contract  was issued.  If the death of the Owner  occurs on or after the Annuity
Start Date, no death benefit proceeds will be payable under the Contract, except
that any guaranteed  payments  remaining  unpaid will continue to be paid to the
Annuitant pursuant to the Annuity Option in force at the date of death.

   The  death  benefit  proceeds  will  be  the  death  benefit  reduced  by any
uncollected  premium taxes. If an Owner dies during the Accumulation  Period and
the age of each Owner was 75 or younger on the date the Contract was issued, the
amount of the death  benefit will be the  greatest of (1) the Contract  Value on
the  date  due  proof  of  death  is  received  by  Security  Benefit,  less any
uncollected  premium tax, or (2) the Guaranteed Death Benefit defined below. The
Guaranteed  Death  Benefit is the sum of all  Purchase  Payments  paid under the
Contract  reduced,  as described below, for each partial  withdrawal and reduced
for any uncollected premium tax. The Guaranteed Death Benefit after each partial
withdrawal is calculated according to the following formula:

                                        B
                                  A x ----- = D
                                        C

where A is  equal  to the  Guaranteed  Death  Benefit  immediately  prior to the
partial  withdrawal,  B is equal to the  Contract  Value  immediately  after the
partial  withdrawal,  and C is equal to the Contract Value  immediately prior to
the partial withdrawal.

   If an Owner dies during the Accumulation  Period and the age of any Owner was
76 or  greater on the date the  Contract  was  issued,  or if due proof of death
(regardless  of the age of any Owner on the date the  Contract  was  issued) and
instructions  regarding payment are not received by Security Benefit at its Home
Office  within six months of the date of the Owner's  death,  the death  benefit
will be the  Contract  Value  on the date due  proof  of  death is  received  by
Security Benefit at its Home Office less any uncollected premium tax.

   The death benefit  proceeds will be paid to the  Designated  Beneficiary in a
single sum or under one of the Annuity  Options,  as directed by the Owner or as
elected by the  Designated  Beneficiary.  If the  Designated  Beneficiary  is to
receive annuity payments under one of the Annuity  Options,  there may be limits
under applicable law on the amount and duration of payments that the Beneficiary
may receive,  and  requirements  respecting  timing of  payments.  A tax adviser
should be consulted in considering Annuity Options. See "Federal Tax Matters" on
page 18 for a discussion of the tax consequences in the event of death.

   A death benefit is not available under a Group Contract.

DISTRIBUTION REQUIREMENTS

   For Contracts issued in connection with Non-Qualified Plans, if the surviving
spouse of the deceased Owner is the sole Designated Beneficiary, such spouse may
elect to continue  this  Contract in force  until the  earliest of the  spouse's
death or the Annuity Start Date or receive the death benefit proceeds.

   For any  Designated  Beneficiary  other than a surviving  spouse,  only those
options may be chosen that  provide for  complete  distribution  of such Owner's
interest in the  Contract  within  five years of the death of the Owner.  If the
Designated  Beneficiary is a natural person, that person alternatively can elect
to begin receiving  annuity payments within one year of the Owner's death over a
period not extending beyond his or her life or life expectancy.  If the Owner of
the Contract is not a natural person,  these  distribution  rules are applicable
upon the death of or a change in the primary Annuitant.

   For Contracts  issued in connection  with Qualified  Plans,  the terms of the
particular  Qualified Plan and the Internal Revenue Code should be reviewed with
respect to limitations or restrictions on  distributions  following the death of
the Owner or  Annuitant.  Because the rules  applicable  to Qualified  Plans are
extremely complex, a competent tax adviser should be consulted.

DEATH OF THE ANNUITANT

   If the  Annuitant  dies prior to the Annuity  Start Date,  and the Owner is a
natural  person and is not the  Annuitant,  no death  benefit  proceeds  will be
payable under the Contract. The Owner may name a new Annuitant within 30 days of
the Annuitant's  death. If a new Annuitant is not named,  Security  Benefit will
designate  the  Owner as  Annuitant.  On the  death of the  Annuitant  after the
Annuity Start Date, any guaranteed payments remaining unpaid will continue to be
paid to the  Designated  Beneficiary  pursuant to the Annuity Option in force at
the date of death.

                             CHARGES AND DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE

   Security  Benefit  deducts a daily charge from the assets of each  Subaccount
for mortality and expense risks assumed by Security Benefit under the Contracts.
The charge  under the  Individual  Contracts  is equal to an annual  rate of .65
percent of each  Subaccount's  average daily net assets that fund the Individual
Contracts.  This amount is intended to compensate  Security  Benefit for certain
mortality  and  expense  risks   Security   Benefit   assumes  in  offering  and
administering the Contracts and in operating the Subaccounts.

   The mortality  and expense risk charge under the Group  Contracts is equal to
an annual rate of .80 percent of each Subaccount's average daily net assets that
fund the Group Contracts. This amount is intended to compensate Security Benefit
for certain mortality and expense risks Security Benefit assumes in offering and
administering the Group Contracts and in operating the Subaccounts.

   The  expense  risk is the risk that  Security  Benefit's  actual  expenses in
issuing and  administering  the Contracts and operating the Subaccounts  will be
more than the charges  assessed for such  expenses.  The mortality risk borne by
Security Benefit is the risk that Annuitants,  as a group, will live longer than
Security  Benefit's  actuarial tables predict.  In this event,  Security Benefit
guarantees  that annuity  payments will not be affected by a change in mortality
experience  that results in the payment of greater  annuity  income than assumed
under the  Annuity  Option in the  Contract.  Security  Benefit  also  assumes a
mortality  risk in  connection  with the  death  benefit  under  the  Individual
Contract.

   Security  Benefit  may  ultimately  realize a profit  from this charge to the
extent it is not needed to cover  mortality  and  administrative  expenses,  but
Security  Benefit may realize a loss to the extent the charge is not sufficient.
Security  Benefit  may use any profit  derived  from this  charge for any lawful
purpose, including distribution expenses.

PREMIUM TAX CHARGE

   Various  states  and  municipalities  impose  a tax on  premiums  on  annuity
contracts  received  by  insurance  companies.  Whether or not a premium  tax is
imposed will depend upon,  among other  things,  the Owner's state of residence,
the  Annuitant's  state of  residence,  and the  insurance tax laws and Security
Benefit's status in a particular state.  Security Benefit assesses a premium tax
charge to reimburse itself for premium taxes that it incurs in connection with a
Contract.  This charge is currently  deducted upon annuitization or upon full or
partial withdrawal if a premium tax was incurred and is not refundable. Security
Benefit  reserves  the  right  to  deduct  premium  taxes  when  due or any time
thereafter. Premium tax rates currently range from 0 percent to 3.5 percent, but
are subject to change by a governmental entity.

OTHER CHARGES

   Security  Benefit may charge the Separate  Account or the Subaccounts for the
federal,   state,  or  local  taxes  incurred  by  Security   Benefit  that  are
attributable to the Separate Account or the Subaccounts, or to the operations of
Security  Benefit with respect to the  Contracts,  or that are  attributable  to
payment of premiums or acquisition costs under the Contracts.  No such charge is
currently  assessed.  See "Tax  Status  of  Security  Benefit  and the  Separate
Account" and "Charge for Security Benefit Taxes."

GUARANTEE OF CERTAIN CHARGES

   Security  Benefit  guarantees that the charge for mortality and expense risks
will not exceed an annual rate of .65 percent under the Individual Contracts and
 .80 percent under the Group Contracts.

MUTUAL FUND EXPENSES

   Each  Subaccount of the Separate  Account  purchases  shares at the net asset
value of the  corresponding  Series of the Mutual  Fund.  Each Series' net asset
value reflects the investment  advisory fee and other expenses that are deducted
from the assets of the Series. These fees and expenses are not deducted from the
Subaccounts,  but are paid from the  assets of the  corresponding  Series.  As a
result, the Owner indirectly bears a pro rata portion of such fees and expenses.
The advisory fees and other expenses,  if any, which are more fully described in
the Mutual Fund's prospectus,  are not specified or fixed under the terms of the
Contract.

                                 ANNUITY PERIOD

GENERAL

   The Contractowner of an Individual Contract selects the Annuity Start Date at
the time of  application.  The Annuity  Start Date may not be prior to the first
annual Contract  anniversary and may not be deferred beyond the Annuitant's 95th
birthday,  although the terms of a Qualified Plan and the laws of certain states
may  require  annuitization  at an earlier  age. If the  Contractowner  does not
select an Annuity  Start Date,  the Annuity  Start Date will be the later of the
Annuitant's 95th birthday or the tenth annual Contract Anniversary. If there are
Joint Annuitants, the birthdate of the older Annuitant will be used to determine
the latest Annuity Start Date.

   A  Participant  under a  Qualified  Plan  in  connection  with  which a Group
Contract is issued may elect to use an eligible  rollover  distribution (or with
respect to a Section 457 Plan,  any  distribution)  from the Plan to purchase an
annuity contract from Security Benefit that offers the annuity options and rates
set forth in the Contract.  The  Participant's  purchase payment and application
must be  acceptable  to Security  Benefit  under its rules and practices and the
provisions of the Contract.  On the Annuity Start Date,  the proceeds  under the
Contract (or in the case of a Group Contract,  the  distribution  from the Plan)
will be applied to provide an annuity under one of the options  described below.
Because annuity  payments are based on the performance of the underlying  mutual
funds, annuity payments will fluctuate.  The proceeds under the Contract will be
equal to the Contractowner's Contract Value in the Subaccounts as of the Annuity
Start Date, reduced by any applicable premium taxes.

   The Contracts provide for four Annuity Options.  Other Annuity Options may be
available upon request at the discretion of Security  Benefit.  Annuity payments
under Option 1 are based on annuity rates.  The annuity rates will vary based on
the age and sex of the Annuitant,  except that unisex rates are available  where
required by law. The annuity  rates are based upon an assumed  interest  rate of
3.5 percent, compounded annually. In the case of Options 2, 3 and 4 as described
below,  annuity rates are not used to calculate annuity payments.  If no Annuity
Option has been selected,  annuity  payments will be made to the Annuitant under
an automatic  option which shall be an annuity  payable for a fixed period of 10
years under Option 2.

   Annuity payments can be made on a monthly,  quarterly,  semiannual, or annual
basis, although no payments will be made for less than $100. If the frequency of
payments  selected would result in payments of less than $100,  Security Benefit
reserves the right to change the frequency.

   An Owner may designate or change an Annuity Start Date,  Annuity Option,  and
Annuitant, provided proper written notice is received by Security Benefit at its
Home  Office at least 30 days prior to the  Annuity  Start Date set forth in the
Contract.  The date  selected as the new Annuity  Start Date must be at least 30
days after the date written notice  requesting a change of Annuity Start Date is
received at Security Benefit's Home Office.

   Once annuity payments have commenced, an Annuitant or Owner cannot change the
Annuity  Option and cannot  surrender  his or her annuity and receive a lump-sum
settlement in lieu thereof.

ANNUITY OPTIONS

OPTION 1 -- LIFE INCOME WITH GUARANTEED PAYMENTS OF 25 YEARS

   Periodic  annuity  payments will be made during the lifetime of the Annuitant
with the promise that if, at the death of the Annuitant, payments have been made
for less than twenty-five  years,  annuity payments will be continued during the
remainder of such period to the Designated Beneficiary.

OPTION 2 -- PAYMENTS FOR SPECIFIED PERIOD

   Periodic annuity payments will be made for a fixed period,  which may be from
five to twenty years,  as elected,  with the guarantee that, if, at the death of
all Annuitants, payments have been made for less than the selected fixed period,
the remaining unpaid payments will be paid to the Designated Beneficiary.

OPTION 3 -- PAYMENTS OF A SPECIFIED AMOUNT

   Periodic payments of the amount elected will be made until the amount applied
and earnings thereon are exhausted, with the guarantee that, if, at the death of
all  Annuitants,  all guaranteed  payments have not yet been made, the remaining
unpaid payments will be paid to the Designated Beneficiary.

OPTION 4 -- AGE RECALCULATION

   Periodic  annuity  payments  will be made  based  upon the  Annuitant's  life
expectancy,  or the joint life  expectancies of the Annuitant and a beneficiary,
at the Annuitant's attained age (and the beneficiary's  attained age or adjusted
age, if  applicable)  each year.  The  payments  are  computed by  reference  to
actuarial tables prescribed by the Treasury Secretary,  until the amount applied
is  exhausted.  This  option  should be  elected  only under  Contracts  funding
Qualified Plans.

VALUE OF VARIABLE ANNUITY PAYMENTS:
ASSUMED INTEREST RATE

   The  annuity  table in the  Contract  which is used to  calculate  the  first
variable  annuity payment for Annuity Option 1 is based on an "assumed  interest
rate" of 3.5 percent.  If the actual  investment  performance  of the Subaccount
selected  is such that the net  investment  return  is 3.5  percent  per  annum,
payments  under  Option 1 will remain  constant.  If the net  investment  return
exceeds 3.5 percent,  the payments  will increase and if the return is less than
3.5 percent,  the payments will decline.  Use of a higher assumed  interest rate
would  mean  a  higher  initial  payment  but a more  slowly  rising  series  of
subsequent  payments in a rising  market (or a more  rapidly  falling  series of
subsequent  payments in a declining  market).  A lower assumption would have the
opposite effect.

SELECTION OF AN OPTION

   Contractowners  should  carefully  review  the  Annuity  Options  with  their
financial  or tax  advisers,  and,  for  Contracts  used  in  connection  with a
Qualified Plan, reference should be made to the terms of the particular plan and
the  requirements  of  the  Internal  Revenue  Code  for  pertinent  limitations
respecting  annuity  payments and other matters.  For instance,  Qualified Plans
generally  require  that  annuity  payments  begin no later  than April 1 of the
calendar year  following the year in which the Annuitant  reaches age 70 1/2. In
addition,  under  Qualified  Plans,  the period  elected  for receipt of annuity
payments  under Annuity  Options  generally may be no longer than the joint life
expectancy  of the  Annuitant  and  Beneficiary  in the year that the  Annuitant
reaches age 70 1/2, and must be shorter than such joint life  expectancy  if the
Beneficiary  is not the  Annuitant's  spouse and is more than ten years  younger
than the Annuitant. For Non-Qualified Plans, SBL does not allow annuity payments
to be deferred beyond the Annuitant's 95th birthday.

                             MORE ABOUT THE CONTRACT

OWNERSHIP

   The  Contractowner  is the person named as such in the  application or in any
later  change  shown  in  Security   Benefit's   records.   While  living,   the
Contractowner  alone has the right to receive  all  benefits  and  exercise  all
rights that the Contract grants or Security Benefit allows.  The Owner may be an
entity that is not a living  person such as a trust or  corporation  referred to
herein as "Non-Natural Persons." See "Federal Tax Matters," page 18.

   JOINT  OWNERS.  The  Joint  Owners  will be  joint  tenants  with  rights  of
survivorship  and upon the death of an Owner,  the surviving  Owner shall be the
sole Owner. Any Contract transaction requires the signature of all persons named
jointly.

DESIGNATION AND CHANGE OF BENEFICIARY

   The  Designated  Beneficiary  is the  person  having  the  right to the death
benefit,  if any,  payable upon the death of the Owner or Joint Owner during the
Accumulation  Period.  The  Designated  Beneficiary  is the first  person on the
following  list who is alive  on the  date of  death of the  Owner or the  Joint
Owner:  the Owner;  the Joint  Owner;  the Primary  Beneficiary;  the  Secondary
Beneficiary;  the  Annuitant;  or if none of the above are  alive,  the  Owner's
estate.  The  Primary  Beneficiary  is  the  individual  named  as  such  in the
application or any later change shown in Security Benefit's records. The Primary
Beneficiary  will receive the death benefit of the Contract only if he or she is
alive on the date of death of both the  Owner  and any Joint  Owner  during  the
Accumulation Period. Because the death benefit of the Contract goes to the first
person on the above list who is alive on the date of death of any Owner, careful
consideration should be given to the manner in which the Contract is registered,
as well as the designation of the Primary  Beneficiary.  The  Contractowner  may
change the  Primary  Beneficiary  at any time while the  Contract is in force by
written  request on forms provided by Security  Benefit and received by Security
Benefit at its Home Office.  The change will not be binding on Security  Benefit
until it is  received  and  recorded  at its Home  Office.  The  change  will be
effective  as of the date this form is signed  subject to any  payments  made or
other  actions  taken by  Security  Benefit  before the change is  received  and
recorded. A Secondary  Beneficiary may be designated.  The Owner may designate a
permanent  Beneficiary whose rights under the Contract cannot be changed without
his or her consent.

   Reference should be made to the terms of a particular  Qualified Plan and any
applicable  law for any  restrictions  or  limitations  on the  designation of a
Beneficiary.

PARTICIPATING

   The  Contract  is  participating  and will share in the  surplus  earnings of
Security  Benefit.  However,  the current  dividend  scale is zero and  Security
Benefit does not anticipate that dividends will be paid.

PAYMENTS FROM THE SEPARATE ACCOUNT

   Security  Benefit  will pay any full or partial  withdrawal  benefit or death
benefit  proceeds from Contract  Value  allocated to the  Subaccounts,  and will
effect a transfer between  Subaccounts on the Valuation Date a proper request is
received  at Security  Benefit's  Home  Office.  However,  Security  Benefit can
postpone  the  calculation  or payment of such a payment or  transfer of amounts
from the  Subaccounts to the extent  permitted  under  applicable  law, which is
currently  permissible only for any period:  (a) during which the New York Stock
Exchange is closed other than customary weekend and holiday closings, (b) during
which trading on the New York Stock  Exchange is restricted as determined by the
SEC, (c) during which an emergency, as determined by the SEC, exists as a result
of  which  (i)  disposal  of  securities  held by the  Separate  Account  is not
reasonably  practicable,  or (ii) it is not reasonably  practicable to determine
the value of the assets of the Separate  Account,  or (d) for such other periods
as the SEC may by order permit for the protection of investors.

PROOF OF AGE AND SURVIVAL

   Security  Benefit may require proof of age or survival of any person on whose
life annuity payments depend.

MISSTATEMENTS

   If the age or sex of an Annuitant or age of an Owner has been misstated,  the
correct  amount paid or payable by Security  Benefit under the Contract shall be
such as the  Contract  Value  would have  provided  for the  correct  age or sex
(unless unisex rates apply).

RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS

   Generally,  a  Qualified  Plan  may  not  provide  for  the  distribution  or
withdrawal of amounts  accumulated under such Qualified Plan until after a fixed
number of years,  the  attainment  of a stated age or upon the  occurrence  of a
specific event such as hardship, disability, retirement, death or termination of
employment.  Therefore,  the Owner of a contract  purchased in connection with a
Qualified  Plan may not be  entitled  to make a full or partial  withdrawal,  as
described in this Prospectus,  unless one of the above-described  conditions has
been  satisfied.  For this reason  reference  should be made to the terms of the
particular  Qualified Plan, the Internal  Revenue Code and other  applicable law
for any limitation or restriction on distributions  and  withdrawals,  including
the 10 percent  penalty  tax that may be imposed in the event of a  distribution
from a  Qualified  Plan  before  the  participant  reaches  age 59 1/2.  See the
discussion under "Tax Penalties" on page 25.

   Section  403(b)  imposes  restrictions  on  certain  distributions  from  tax
sheltered  annuity  contracts  meeting the  requirements  of Section 403(b) that
apply to tax  years  beginning  on or after  January  1,  1989.  Section  403(b)
requires that distributions from Section 403(b) tax-sheltered annuities that are
attributable  to employee  contributions  made after  December  31, 1988 under a
salary  reduction  agreement  begin only after the employee  reaches age 59 1/2,
separates  from  service,   dies,  becomes  disabled,   or  incurs  a  hardship.
Furthermore,  distributions of gains attributable to such contributions  accrued
after  December  31, 1988 may not be made on account of  hardship.  Hardship for
this purpose,  is generally  defined as an immediate and heavy  financial  need,
such as paying for medical  expenses,  the  purchase of a  residence,  or paying
certain tuition expenses, that may ONLY be met by distribution.

   An Owner of a Contract  purchased as a  tax-sheltered  Section 403(b) annuity
contract will not, therefore,  be entitled to make a full or partial withdrawal,
as described in this Prospectus,  in order to receive proceeds from the Contract
attributable to contributions  under a salary  reduction  agreement or any gains
credited  to  such  Contract   after   December  31,  1988  unless  one  of  the
above-described  conditions  has been  satisfied.  In the case of  transfers  of
amounts  accumulated  in a different  Section  403(b)  contract to this Contract
under a Section 403(b) program, the withdrawal constraints described above would
not apply to the amount transferred to the Contract  attributable to the Owner's
December 31, 1988 account  balance under the old contract,  provided the amounts
transferred  between  contracts  qualified  as a  tax-free  exchange  under  the
Internal  Revenue  Code.  An Owner of a  Contract  may be able to  transfer  the
Contract's  Full  Withdrawal  Value to  certain  other  investment  alternatives
meeting  the  requirements  of  Section  403(b)  that  are  available  under  an
employer's Section 403(b) arrangement.

   The  distribution  or  withdrawal  of amounts  under a Contract  purchased in
connection  with a Qualified Plan may result in the receipt of taxable income to
the Owner or Annuitant  and in some  instances may also result in a penalty tax.
Therefore, the tax consequences of a distribution or withdrawal under a Contract
should be carefully  considered and a competent tax adviser should be consulted.
See "Federal Tax Matters" below.

                               FEDERAL TAX MATTERS

INTRODUCTION

   The Individual  Contract  described in this Prospectus is designed for use by
individuals  as a  non-tax  qualified  retirement  plan  and  as  an  individual
retirement annuity under Section 408 of the Internal Revenue Code ("Code").  The
Group  Contract  described in this  Prospectus is designed for use in connection
with a Qualified Plan under Section 401, 403(b) or 457 of the Code. The ultimate
effect of federal income taxes on the amounts held under a Contract,  on annuity
payments,  and on the economic  benefits to the Owner,  the  Annuitant,  and the
Beneficiary or other payee will depend upon the type of retirement plan, if any,
for  which the  Contract  is  purchased,  the tax and  employment  status of the
individuals  involved and a number of other factors.  The  discussion  contained
herein and in the Statement of Additional  Information  is general in nature and
is not intended to be an exhaustive discussion of all questions that might arise
in connection with a Contract. It is based upon Security Benefit's understanding
of the present federal income tax laws as currently  interpreted by the Internal
Revenue Service ("IRS"), and is not intended as tax advice. No representation is
made regarding the likelihood of  continuation of the present federal income tax
laws  or of the  current  interpretations  by the  IRS  or  the  courts.  Future
legislation may affect annuity  contracts  adversely.  Moreover,  no attempt has
been  made to  consider  any  applicable  state or other  laws.  Because  of the
inherent  complexity  of the tax laws and the fact  that tax  results  will vary
according to the particular  circumstances  of the  individual  involved and, if
applicable,  the Qualified  Plan, a person  should  consult with a qualified tax
adviser regarding the purchase of a Contract, the selection of an Annuity Option
under a Contract,  the receipt of annuity payments under a Contract or any other
transaction  involving a Contract.  SECURITY BENEFIT DOES NOT MAKE ANY GUARANTEE
REGARDING THE TAX STATUS OF, OR TAX  CONSEQUENCES  ARISING FROM, ANY CONTRACT OR
ANY TRANSACTION INVOLVING THE CONTRACTS.

TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT

GENERAL

   Security  Benefit intends to be taxed as a life insurance  company under Part
I, Subchapter L of the Code. Because the operations of the Separate Account form
a part of Security Benefit, Security Benefit will be responsible for any federal
income  taxes that become  payable  with  respect to the income of the  Separate
Account and its Subaccounts.

CHARGE FOR SECURITY BENEFIT TAXES

   A charge may be made for any federal taxes incurred by Security  Benefit that
are attributable to the Separate  Account,  the Subaccounts or to the operations
of Security  Benefit with respect to the Contracts or  attributable to payments,
premiums, or acquisition costs under the Contracts. Security Benefit will review
the  question  of a charge  to the  Separate  Account,  the  Subaccounts  or the
Contracts for Security Benefit's federal taxes periodically.  Charges may become
necessary if, among other reasons,  the tax treatment of Security  Benefit or of
income and expenses  under the  Contracts is  ultimately  determined to be other
than what  Security  Benefit  currently  believes it to be, if there are changes
made in the federal income tax treatment of variable  annuities at the insurance
company level, or if there is a change in Security Benefit's tax status.

   Under  current  laws,  Security  Benefit  may incur state and local taxes (in
addition to premium taxes) in several  states.  At present,  these taxes are not
significant.  If there is a  material  change in  applicable  state or local tax
laws,  Security Benefit reserves the right to charge the Separate Account or the
Subaccounts  for such taxes,  if any,  attributable  to the Separate  Account or
Subaccounts.

DIVERSIFICATION STANDARDS

   Each  Series of the Mutual  Fund will be  required  to adhere to  regulations
adopted  by the  Treasury  Department  pursuant  to  Section  817(h) of the Code
prescribing asset  diversification  requirements for investment  companies whose
shares  are  sold  to  insurance  company  separate  accounts  funding  variable
contracts.  Pursuant  to these  regulations,  on the  last day of each  calendar
quarter  (or on any day within 30 days  thereafter),  no more than 55 percent of
the total assets of a Series may be represented by any one  investment,  no more
than 70  percent  may be  represented  by any two  investments,  no more than 80
percent may be represented by any three investments, and no more than 90 percent
may be  represented  by any four  investments.  For purposes of Section  817(h),
securities  of a single  issuer  generally  are  treated as one  investment  but
obligations  of  the  U.S.  Treasury  and  each  U.S.   Governmental  agency  or
instrumentality  generally are treated as securities  of separate  issuers.  The
Separate Account, through the Series, intends to comply with the diversification
requirements of Section 817(h).

   In  certain  circumstances,  owners  of  variable  annuity  contracts  may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate  account  assets would be includable in the variable
contractowner's  gross  income.  The IRS has stated in published  rulings that a
variable  contractowner  will be considered the owner of separate account assets
if the contractowner  possesses  incidents of ownership in those assets, such as
the  ability to  exercise  investment  control  over the  assets.  The  Treasury
Department  also  announced,  in  connection  with the  issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (i.e., the policyowner),  rather
than the  insurance  company,  to be  treated  as the owner of the assets in the
account." This  announcement also stated that guidance would be issued by way of
regulations  or rulings on the "extent to which  policyholders  may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued.

   The  ownership  rights under the  Contract  are similar to, but  different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that  policyowners  were not owners of separate  account assets.  For
example,  the  Contractowner has additional  flexibility in allocating  purchase
payments and Contract Values.  These differences could result in a Contractowner
being  treated as the owner of a pro rata  portion of the assets of the Separate
Account. In addition,  Security Benefit does not know what standards will be set
forth, if any, in the  regulations or rulings which the Treasury  Department has
stated it expects to issue.  Security  Benefit  therefore  reserves the right to
modify  the  Contract,  as  it  deems  appropriate,  to  attempt  to  prevent  a
Contractowner  from being considered the owner of a pro rata share of the assets
of the Separate Account.  Moreover, in the event that regulations or rulings are
adopted,  there can be no  assurance  that the Series will be able to operate as
currently described in the Prospectus,  or that the Mutual Fund will not have to
change any Series' investment objective or investment policies.

INCOME TAXATION OF ANNUITIES IN GENERAL -- NON-QUALIFIED PLANS

   Section 72 of the Code  governs the  taxation  of  annuities.  In general,  a
Contractowner is not taxed on increases in value under an annuity contract until
some form of distribution is made under the contract.  However,  the increase in
value  may  be  subject  to  tax  currently  under  certain  circumstances.  See
"Contracts  Owned  by  Non-Natural  Persons"  on  page  21 and  "Diversification
Standards"  above.  Withholding of federal income taxes on all distributions may
be required  unless a recipient  who is eligible  elects not to have any amounts
withheld and properly notifies Security Benefit of that election.

SURRENDERS OR WITHDRAWALS PRIOR TO THE ANNUITY START DATE

   Code  Section  72  provides  that  amounts  received  upon a total or partial
withdrawal  (including  systematic  withdrawals)  from a  Contract  prior to the
Annuity Start Date  generally will be treated as gross income to the extent that
the cash value of the Contract  immediately  before the  withdrawal  (determined
without  regard to any  surrender  charge  in the case of a partial  withdrawal)
exceeds the  "investment in the  contract." The  "investment in the contract" is
that  portion,  if any,  of  purchase  payments  paid under a Contract  less any
distributions  received previously under the Contract that are excluded from the
recipient's  gross income.  The taxable  portion is taxed at ordinary income tax
rates.  For  purposes  of this rule,  a pledge or  assignment  of a contract  is
treated as a payment received on account of a partial withdrawal of a Contract.

SURRENDERS OR WITHDRAWALS ON OR AFTER THE ANNUITY START DATE

   Upon a complete surrender, the receipt is taxable to the extent that the cash
value of the  Contract  exceeds  the  investment  in the  Contract.  The taxable
portion of such payments will be taxed at ordinary income tax rates.

   For fixed annuity payments,  the taxable portion of each payment generally is
determined by using a formula known as the "exclusion  ratio," which establishes
the ratio that the investment in the Contract bears to the total expected amount
of annuity payments for the term of the Contract.  That ratio is then applied to
each payment to determine the non-taxable portion of the payment.  The remaining
portion of each payment is taxed at ordinary income rates.  For variable annuity
payments,  the taxable  portion of each payment is determined by using a formula
known as the "excludable  amount," which establishes the non-taxable  portion of
each payment. The non-taxable portion is a fixed dollar amount for each payment,
determined by dividing the  investment in the Contract by the number of payments
to be made. The remainder of each variable annuity payment is taxable.  Once the
excludable  portion of annuity  payments  to date equals the  investment  in the
Contract, the balance of the annuity payments will be fully taxable.

PENALTY TAX ON CERTAIN SURRENDERS AND WITHDRAWALS

   With respect to amounts withdrawn or distributed  before the taxpayer reaches
age 59 1/2, a penalty tax is imposed  equal to 10 percent of the portion of such
amount which is  includable  in gross  income.  However,  the penalty tax is not
applicable to withdrawals: (i) made on or after the death of the owner (or where
the owner is not an  individual,  the death of the "primary  annuitant,"  who is
defined as the individual the events in whose life are of primary  importance in
affecting  the  timing  and  amount  of the  payout  under the  Contract);  (ii)
attributable to the taxpayer's  becoming  totally disabled within the meaning of
Code Section 72(m)(7);  (iii) which are part of a series of substantially  equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the taxpayer,  or the joint lives (or joint life expectancies) of
the taxpayer and his or her beneficiary;  (iv) from certain qualified plans; (v)
under a so-called  qualified  funding asset (as defined in Code Section 130(d));
(vi) under an immediate  annuity  contract;  or (vii) which are  purchased by an
employer on termination  of certain types of qualified  plans and which are held
by the employer until the employee separates from service.

   If the penalty tax does not apply to a surrender or withdrawal as a result of
the application of item (iii) above, and the series of payments are subsequently
modified  (other than by reason of death or  disability),  the tax for the first
year in which the modification occurs will be increased by an amount (determined
by the  regulations)  equal to the tax that would have been imposed but for item
(iii) above,  plus interest for the deferral period,  if the modification  takes
place (a) before  the close of the  period  which is five years from the date of
the first  payment and after the taxpayer  attains age 59 1/2, or (b) before the
taxpayer reaches age 59 1/2.

ADDITIONAL CONSIDERATIONS

DISTRIBUTION-AT-DEATH RULES

   In order to be treated as an annuity  contract,  a contract  must provide the
following two distribution  rules: (a) if any owner dies on or after the Annuity
Start Date, and before the entire interest in the Contract has been distributed,
the remainder of the owner's interest will be distributed at least as quickly as
the method in effect on the owner's death;  and (b) if any owner dies before the
Annuity  Start Date,  the entire  interest in the  Contract  must  generally  be
distributed  within  five  years  after the date of death,  or, if  payable to a
designated  beneficiary,  must be  annuitized  over the life of that  designated
beneficiary  or over a period not extending  beyond the life  expectancy of that
beneficiary, commencing within one year after the date of death of the owner. If
the sole  designated  beneficiary  is the  spouse  of the  deceased  owner,  the
Contract  (together  with the  deferral of tax on the accrued and future  income
thereunder) may be continued in the name of the spouse as owner.

   Generally,  for purposes of determining when  distributions  must begin under
the foregoing rules, where an owner is not an individual,  the primary annuitant
is considered the owner. In that case, a change in the primary annuitant will be
treated as the death of the owner.  Finally,  in the case of joint  owners,  the
distribution-at-death  rules will be applied by treating  the death of the first
owner  as the  one to be  taken  into  account  in  determining  generally  when
distributions must commence, unless the sole Beneficiary is the deceased owner's
spouse.

GIFT OF ANNUITY CONTRACTS

   Generally,  gifts of non-tax  qualified  Contracts prior to the Annuity Start
Date will  trigger  tax on the gain on the  Contract,  with the donee  getting a
stepped-up  basis for the amount included in the donor's income.  The 10 percent
penalty tax and gift tax also may be  applicable.  This provision does not apply
to transfers between spouses or incident to a divorce.

CONTRACTS OWNED BY NON-NATURAL PERSONS

   If the Contract is held by a non-natural  person (for example, a corporation)
the income on that Contract  (generally the increase in net surrender value less
the purchase  payments) is includable in taxable income each year. The rule does
not apply where the Contract is acquired by the estate of a decedent,  where the
Contract is held by certain types of retirement  plans,  where the Contract is a
qualified  funding  asset for  structured  settlements,  where the  Contract  is
purchased on behalf of an employee upon  termination of a qualified plan, and in
the case of an immediate  annuity.  An annuity contract held by a trust or other
entity as agent for a natural person is considered held by a natural person.

MULTIPLE CONTRACT RULE

   For purposes of determining the amount of any distribution under Code Section
72(e)  (amounts not received as  annuities)  that is includable in gross income,
all  Non-Qualified  annuity  contracts  issued by the same  insurer  to the same
Contractowner  during any calendar year are to be aggregated  and treated as one
contract.  Thus,  any  amount  received  under  any such  contract  prior to the
contract's Annuity Start Date, such as a partial surrender,  dividend,  or loan,
will be taxable  (and  possibly  subject to the 10 percent  penalty  tax) to the
extent of the combined income in all such contracts.

   In  addition,  the  Treasury  Department  has broad  regulatory  authority in
applying this provision to prevent avoidance of the purposes of this rule. It is
possible that, under this authority, the Treasury Department may apply this rule
to amounts  that are paid as  annuities  (on and after the  Annuity  Start Date)
under annuity  contracts issued by the same company to the same owner during any
calendar  year.  In this case,  annuity  payments  could be fully  taxable  (and
possibly  subject to the 10 percent  penalty  tax) to the extent of the combined
income  in all such  contracts  and  regardless  of  whether  any  amount  would
otherwise have been excluded from income because of the "exclusion  ratio" under
the contract.

POSSIBLE TAX CHANGES

   In recent years,  legislation  has been  proposed  that would have  adversely
modified the federal  taxation of certain  annuities,  and  President  Clinton's
fiscal-year  1999 Budget proposal  includes a provision that, if adopted,  would
impose new taxes on owners of  variable  annuities.  Although  as of the date of
this Prospectus, it does not appear that Congress is considering any legislation
regarding the taxation of annuities,  there is always the  possibility  that the
tax treatment of annuities  could change by  legislation or other means (such as
IRS regulations,  revenue rulings, and judicial decisions).  Moreover,  although
unlikely,  it is also possible that any legislative  change could be retroactive
(that is, effective prior to the date of such change).

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT

   A transfer of ownership of a Contract, the designation of an Annuitant, Payee
or other Beneficiary who is not also the Owner, the selection of certain Annuity
Start Dates or the exchange of a Contract may result in certain tax consequences
to the Owner that are not  discussed  herein.  An Owner  contemplating  any such
transfer,  assignment,  selection  or exchange  should  contact a competent  tax
adviser with respect to the potential effects of such a transaction.

QUALIFIED PLANS

   The  Group  Contract  may  be  used  with  Qualified   Plans  that  meet  the
requirements  of  Section  401,  403(b),  or 457 of the Code and the  Individual
Contract may be used with Qualified Plans that meet the  requirements of Section
408 of the Code.  The tax rules  applicable to  participants  in such  Qualified
Plans vary  according  to the type of plan and the terms and  conditions  of the
plan itself. No attempt is made herein to provide more than general  information
about the use of the Contract with the various types of Qualified  Plans.  These
Qualified  Plans  may  permit  the  purchase  of  the  Contracts  to  accumulate
retirement  savings under the plans.  Adverse tax or other legal consequences to
the plan, to the  participant or to both may result if this Contract is assigned
or transferred to any individual as a means to provide benefit payments,  unless
the plan complies with all legal requirements  applicable to such benefits prior
to transfer of the Contract. Contractowners,  Annuitants, and Beneficiaries, are
cautioned  that the rights of any person to any  benefits  under such  Qualified
Plans may be  subject to the terms and  conditions  of the plans  themselves  or
limited  by  applicable  law,  regardless  of the  terms and  conditions  of the
Contract  issued in  connection  therewith.  For example,  Security  Benefit may
accept beneficiary  designations and payment instructions under the terms of the
Contract  without regard to any spousal  consents that may be required under the
Employee  Retirement  Income  Security  Act of  1974  (ERISA).  Consequently,  a
Contractowner's  Beneficiary  designation  or elected  payment option may not be
enforceable.

   The  amounts  that may be  contributed  to  Qualified  Plans are  subject  to
limitations  that  vary  depending  on the  type of  Plan.  In  addition,  early
distributions  from most Qualified  Plans may be subject to penalty taxes, or in
the  case  of  distributions  of  amounts  contributed  under  salary  reduction
agreements, could cause the Plan to be disqualified.  Furthermore, distributions
from most Qualified  Plans are subject to certain  minimum  distribution  rules.
Failure to comply with these rules could result in  disqualification of the Plan
or subject the Owner or Annuitant  to penalty  taxes.  As a result,  the minimum
distribution  rules may limit the  availability  of certain  Annuity  Options to
certain  Annuitants  and  their  beneficiaries.  These  requirements  may not be
incorporated into Security Benefit's Contract administration procedures. Owners,
participants   and   beneficiaries   are  responsible   for   determining   that
contributions,   distributions  and  other  transactions  with  respect  to  the
Contracts comply with applicable law.

   The following are brief  descriptions of the various types of Qualified Plans
and the use of the Contract therewith:

SECTION 401

   Code Section 401 permits  employers to establish  various types of retirement
plans (e.g., pension, profit sharing and 401(k) plans) for their employees.  For
this purpose,  self-employed  individuals  (proprietors or partners  operating a
trade  or  business)  are  treated  as  employees  and  therefore   eligible  to
participate  in such plans.  Retirement  plans  established  in accordance  with
Section 401 may permit the purchase of Contracts to provide benefits thereunder.

   In order for a retirement  plan to be "qualified"  under Code Section 401, it
must: (i) meet certain minimum standards with respect to participation, coverage
and vesting;  (ii) not discriminate in favor of "highly compensated"  employees;
(iii) provide  contributions or benefits that do not exceed certain limitations;
(iv)  prohibit  the use of plan  assets for  purposes  other than the  exclusive
benefit  of the  employees  and their  beneficiaries  covered  by the plan;  (v)
provide  for  distributions  that  comply  with  certain  minimum   distribution
requirements;  (vi) provide for certain  spousal  survivor  benefits;  and (vii)
comply with numerous other qualification requirements.

   A retirement  plan qualified under Code Section 401 may be funded by employer
contributions,   employee   contributions   or  a  combination  of  both.   Plan
participants are not subject to tax on employer contributions until such amounts
are  actually  distributed  from  the  plan.  Depending  upon  the  terms of the
particular plan,  employee  contributions  may be made on a pre-tax or after-tax
basis. In addition,  plan  participants  are not taxed on plan earnings  derived
from  either  employer  or  employee   contributions  until  such  earnings  are
distributed.

   Each  employee's  interest in a retirement  plan qualified under Code Section
401 must  generally be  distributed  or begin to be  distributed  not later than
April 1 of the calendar  year  following the later of the calendar year in which
the employee reaches age 70 1/2 or retires ("required beginning date"). Periodic
distributions  must not extend  beyond the life of the  employee or the lives of
the employee and a designated beneficiary (or over a period extending beyond the
life expectancy of the employee or the joint life expectancy of the employee and
a designated beneficiary).

   If an employee dies before  reaching his or her required  beginning date, the
employee's entire interest in the plan must generally be distributed within five
years of the  employee's  death.  However,  the  five-year  rule  will be deemed
satisfied,  if  distributions  begin  before  the  close  of the  calendar  year
following the year of the employee's  death to a designated  beneficiary and are
made over the life of the beneficiary (or over a period not extending beyond the
life  expectancy  of the  beneficiary).  If the  designated  beneficiary  is the
employee's  surviving  spouse,  distributions  may be delayed until the employee
would have reached age 70 1/2.

   If an employee dies after  reaching his or her required  beginning  date, the
employee's  interest  in the plan  must  generally  be  distributed  at least as
rapidly  as under  the  method  of  distribution  in  effect  at the time of the
employee's death.

   Annuity  payments  distributed  from a retirement  plan qualified  under Code
Section 401 are taxable under  Section 72 of the Code.  Section 72 provides that
the portion of each payment  attributable to contributions  that were taxable to
the employee in the year made, if any, is excluded from gross income as a return
of the employee's investment.  The portion so excluded is determined by dividing
the employee's  investment in the plan by (1) the number of anticipated payments
determined  under a table set forth in Section 72 of the Code or (2) in the case
of a contract  calling for installment  payments,  the number of monthly annuity
payments  under such  contract.  The  portion  of each  payment in excess of the
exclusion amount is taxable as ordinary income.  Once the employee's  investment
has been recovered,  the full annuity  payment will be taxable.  If the employee
should die prior to recovering  his or her entire  investment,  the  unrecovered
investment will be allowed as a deduction on the employee's final return. If the
employee made no  contributions  that were taxable when made, the full amount of
each annuity payment is taxable as ordinary income.

   A "lump-sum" distribution from a retirement plan qualified under Code Section
401 is eligible for favorable tax treatment. A "lump-sum" distribution means the
distribution  within  one  taxable  year of the  balance  to the  credit  of the
employee which becomes  payable:  (i) on account of the employee's  death,  (ii)
after the  employee  attains  age 59 1/2,  (iii) on  account  of the  employee's
termination  of employment  (in the case of a common law employee  only) or (iv)
after the employee has become  disabled (in the case of a  self-employed  person
only).

   As a general  rule,  a lump-sum  distribution  is fully  taxable as  ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use  income  averaging.  (Special  five-year  averaging  has been  repealed  for
distributions   after  1999.)  Special  ten-year   averaging  and  capital-gains
treatment may be available to an employee who reached age 50 before 1986.

   Distributions  from a retirement plan qualified under Code Section 401 may be
eligible for a tax-free rollover to either another qualified  retirement plan or
to an individual  retirement  account or annuity (IRA).  See "Rollovers" on page
24.

SECTION 403(B)

   Code Section 403(b) permits public school  employees and employees of certain
types of  charitable,  educational  and  scientific  organizations  specified in
Section  501(c)(3) of the Code to purchase  annuity  contracts,  and, subject to
certain  limitations,  to exclude  the amount of  purchase  payments  from gross
income for tax purposes.  The Group Contract may be purchased in connection with
a Section 403(b) annuity program.

   Section 403(b)  annuities must generally be provided under a plan which meets
certain minimum  participation,  coverage,  and nondiscrimination  requirements.
Section  403(b)  annuities  are  generally   subject  to  minimum   distribution
requirements  similar to those  applicable to retirement  plans  qualified under
Section 401 of the Code. See "Section 401" on page 22.

   A  Section   403(b)   annuity   contract  may  be  purchased   with  employer
contributions,  employee  contributions  or a combination of both. An employee's
rights  under  a  Section  403(b)  contract  must  be  nonforfeitable.  Numerous
limitations  apply to the amount of contributions  that may be made to a Section
403(b)  annuity  contract.  The applicable  limit will depend upon,  among other
things,  whether the annuity  contract is  purchased  with  employer or employee
contributions.

   Amounts used to purchase  Section 403(b)  annuities  generally are excludable
from the taxable income of the employee.  As a result,  all  distributions  from
such annuities are normally taxable in full as ordinary income to the employee.

   A Section 403(b) annuity  contract must prohibit the distribution of employee
contributions  (including earnings thereon) until the employee:  (i) attains age
59 1/2, (ii) terminates  employment;  (iii) dies; (iv) becomes disabled;  or (v)
incurs a financial  hardship  (earnings may not be  distributed  in the event of
hardship).

   Distributions  from a Section 403(b)  annuity  contract may be eligible for a
tax-free  rollover to either another  Section  403(b) annuity  contract or to an
individual retirement account or annuity (IRA). See "Rollovers" page 24.

SECTIONS 408

   
   Section 408 of the Code permits eligible  individuals to establish individual
retirement programs through the purchase of Individual Retirement Annuities. The
Individual Contract may be purchased as an IRA.
    

   IRAs are subject to  limitations on the amount that may be  contributed,  the
persons who may be eligible and on the time when  distributions  must  commence.
Depending upon the circumstances of the individual,  contributions to an IRA may
be made on a deductible or  non-deductible  basis.  IRAs may not be transferred,
sold,  assigned,  discounted  or  pledged  as  collateral  for a loan  or  other
obligation.  The annual  premium  for an IRA may not be fixed and may not exceed
$2,000  (except in the case of a rollover  contribution).  Any refund of premium
must be applied to the payment of future  premiums or the purchase of additional
benefits.

   Sale of the  Individual  Contract for use with IRAs may be subject to special
requirements  imposed  by  the  Internal  Revenue  Service.  Purchasers  of  the
Individual  Contract for such purposes will be provided with such  supplementary
information  as may be  required  by  the  Internal  Revenue  Service  or  other
appropriate agency, and will have the right to revoke the Contract under certain
circumstances.   See  the  IRA  Disclosure   Statement  that   accompanies  this
Prospectus.

   In general, IRAs are subject to minimum distribution  requirements similar to
those  applicable to retirement  plans  qualified under Section 401 of the Code;
however,  the required  beginning  date for IRAs is generally  the date that the
Contractowner reaches age 70 1/2--the  Contractowner's  retirement date, if any,
will not affect his or her required  beginning  date.  See "Section 401" on page
22.  Distributions  from IRAs are  generally  taxed under Code Section 72. Under
these rules, a portion of each  distribution may be excludable from income.  The
amount excludable from the individual's income is the amount of the distribution
which bears the same ratio as the individual's nondeductible contributions bears
to the expected return under the IRA.

   Distributions  from an IRA may be eligible for a tax-free rollover to another
IRA. In certain cases,  a distribution  from an IRA may be eligible to be rolled
over to a  retirement  plan  qualified  under Code  Section  401(a) or a Section
403(b) annuity contract. See "Rollovers" on page 24.

SECTION 457

   Section 457 of the Code permits  employees of state and local governments and
units  and  agencies  of  state  and  local  governments  as well as  tax-exempt
organizations  described in Section  501(c)(3) of the Code to defer a portion of
their  compensation   without  paying  current  taxes  if  those  employees  are
participants in an eligible deferred  compensation  plan. A Section 457 plan may
permit the purchase of the Group Contract to provide benefits thereunder.

   Although a participant under a Section 457 plan may be permitted to direct or
choose methods of investment in the case of a tax-exempt  employer sponsor,  all
amounts  deferred  under the plan,  and any income  thereon,  remain  solely the
property of the  employer  and  subject to the claims of its general  creditors,
until paid to the participant.  The assets of a Section 457 plan maintained by a
state or local government  employer must be held in trust (or custodial  account
or an annuity contract) for the exclusive benefit of plan participants, who will
be responsible for taxes upon  distribution.  A Section 457 plan must not permit
the distribution of a participant's  benefits until the participant  attains age
70 1/2, terminates employment or incurs an "unforeseeable emergency."

   Section 457 plans are generally subject to minimum distribution  requirements
similar to those  applicable to retirement  plans qualified under Section 401 of
the  Code.  See  "Section  401" on page 22.  Since  under a  Section  457  plan,
contributions are generally  excludable from the taxable income of the employee,
the full amount received will usually be taxable as ordinary income when annuity
payments commence or other distributions are made.  Distributions from a Section
457 plan are not eligible for tax-free rollovers.

ROLLOVERS

   A "rollover" is the tax-free  transfer of a  distribution  from one Qualified
Plan to another.  Distributions  which are rolled  over are not  included in the
employee's gross income until some future time.

   If any  portion of the  balance to the credit of an employee in a Section 401
plan or Section  403(b) plan is paid to the  employee in an  "eligible  rollover
distribution"  and the employee  transfers any portion of the amount received to
an "eligible  retirement plan," then the amount so transferred is not includable
in income. An "eligible rollover distribution"  generally means any distribution
that is not one of a  series  of  periodic  payments  made  for the  life of the
distributee  or for a specified  period of at least ten years.  In  addition,  a
required  minimum   distribution  will  not  qualify  as  an  eligible  rollover
distribution.  A rollover must be completed  within 60 days after receipt of the
distribution.

   In the case of a Section  401 plan,  an  "eligible  retirement  plan" will be
another  retirement  plan  qualified  under Code  Section  401 or an  individual
retirement  account or annuity under Code Section 408. With respect to a Section
403(b) plan, an "eligible  retirement  plan" will be another Section 403(b) plan
or an individual retirement account or annuity described in Code Section 408.

   A  Section  401 plan and a  Section  403(b)  plan  must  generally  provide a
participant receiving an eligible rollover distribution,  the option to have the
distribution transferred directly to another eligible retirement plan.

   The owner of an IRA may make a tax-free  rollover  of any portion of the IRA.
The rollover must be completed  within 60 days of the distribution and generally
may  only  be made  to  another  IRA.  However,  an  individual  may  receive  a
distribution  from  his or her  IRA and  within  60  days  roll  it over  into a
retirement  plan qualified  under Code Section 401(a) if all of the funds in the
IRA are  attributable  to a rollover from a Section  401(a) plan.  Similarly,  a
distribution from an IRA may be rolled over to a Section 403(b) plan only if all
of the funds in the IRA are  attributable  to a rollover  from a Section  403(b)
annuity.

TAX PENALTIES

   PREMATURE  DISTRIBUTION TAX.  Distributions  from a Qualified Plan before the
participant  reaches age 59 1/2 are generally subject to an additional tax equal
to 10 percent of the taxable portion of the distribution. The 10 percent penalty
tax  does not  apply to  distributions:  (i) made on or after  the  death of the
employee;  (ii) attributable to the employee's disability;  (iii) which are part
of a series of  substantially  equal periodic  payments made (at least annually)
for the life (or life  expectancy)  of the employee or the joint lives (or joint
life expectancies) of the employee and a designated  beneficiary and which begin
after  the  employee  terminates  employment;  (iv)  made to an  employee  after
termination  of  employment  after  reaching age 55; (v) made to pay for certain
medical expenses;  (vi) that are exempt  withdrawals of an excess  contribution;
(vii) that is rolled over or transferred in accordance  with Code  requirements;
or (viii)  that is  transferred  pursuant  to a decree of  divorce  or  separate
maintenance or written instrument incident to such a decree.

   The  exception to the 10 percent  penalty tax described in item (iv) above is
not  applicable  to  IRAs.  However,  distributions  from  an IRA to  unemployed
individuals can be made without application of the 10 percent penalty tax to pay
health insurance premiums in certain cases. In addition,  the 10 percent penalty
tax is  generally  not  applicable  to  distributions  from a Section  457 plan.
Starting January 1, 1998, there are two additional  exceptions to the 10 percent
penalty tax on withdrawals from IRAs before age 59 1/2:  withdrawals made to pay
"qualified"  higher  education  expenses  and  withdrawals  made to pay  certain
"eligible first-time home buyer expenses."

   MINIMUM  DISTRIBUTION TAX. If the amount distributed from a Qualified Plan is
less than the minimum  required  distribution  for the year, the  participant is
subject to a 50 percent tax on the amount that was not properly distributed.

   EXCESS DISTRIBUTION/ACCUMULATION TAX. The penalty tax of 15 percent which was
imposed (in addition to any ordinary income tax) on large plan distributions and
the  "excess  retirement  accumulations"  of an  individual  has been  repealed,
effective January 1, 1997.

WITHHOLDING

   Periodic  distributions  (e.g.,  annuities and  installment  payments) from a
Qualified  Plan that will last for a period of ten or more  years are  generally
subject  to  voluntary  income tax  withholding.  The  amount  withheld  on such
periodic  distributions  is  determined  at the rate  applicable  to wages.  The
recipient of a periodic distribution may generally elect not to have withholding
apply.

   Nonperiodic  distributions  (e.g.,  lump sums and  annuities  or  installment
payments  of less than ten years)  from a  Qualified  Plan  (other  than IRA and
Section 457 plans) are  generally  subject to  mandatory  20 percent  income tax
withholding.   However,  no  withholding  is  imposed  if  the  distribution  is
transferred   directly  to  another   eligible   Qualified   Plan.   Nonperiodic
distributions  from an IRA are  subject to income tax  withholding  at a flat 10
percent  rate.  The  recipient  of such a  distribution  may  elect  not to have
withholding apply.

   The above description of the federal income tax consequences of the different
types of  Qualified  Plans which may be funded by the  Contract  offered by this
Prospectus is only a brief summary and is not intended as tax advice.  The rules
governing  the  provisions of Qualified  Plans are  extremely  complex and often
difficult to comprehend.  Anything less than full compliance with the applicable
rules, all of which are subject to change, may have adverse tax consequences.  A
prospective  Contractowner considering adoption of a Qualified Plan and purchase
of a Contract in  connection  therewith  should  first  consult a qualified  and
competent  tax  adviser,  with regard to the  suitability  of the Contract as an
investment vehicle for the Qualified Plan.

                                OTHER INFORMATION

VOTING OF MUTUAL FUND SHARES

   Security  Benefit is the legal owner of the shares of the Mutual Fund held by
the Subaccounts of the Separate  Account.  Security Benefit will exercise voting
rights  attributable to the shares of each Series of the Mutual Fund held in the
Subaccounts  at any  regular and special  meetings  of the  shareholders  of the
Mutual  Fund on matters  requiring  shareholder  voting  under the 1940 Act.  In
accordance  with its view of presently  applicable  law,  Security  Benefit will
exercise these voting rights based on instructions  received from persons having
the voting  interest  in  corresponding  Subaccounts  of the  Separate  Account.
However, if the 1940 Act or any regulations  thereunder should be amended, or if
the present  interpretation  thereof  should  change,  and as a result  Security
Benefit determines that it is permitted to vote the shares of the Mutual Fund in
its own right, it may elect to do so.

   The person having the voting  interest under a Contract is the Owner.  Unless
otherwise  required  by  applicable  law,  the number of shares of a  particular
Series as to which  voting  instructions  may be given to  Security  Benefit  is
determined  by dividing a  Contractowner's  Contract  Value in a Subaccount on a
particular  date by the net asset  value per share of that Series as of the same
date.  Fractional votes will be counted.  The number of votes as to which voting
instructions  may be given will be determined as of the date coincident with the
date  established by the Mutual Fund for  determining  shareholders  eligible to
vote at the meeting of the Mutual Fund. If required by the SEC, Security Benefit
reserves  the right to  determine  in a  different  fashion  the  voting  rights
attributable to the shares of the Mutual Fund.  Voting  instructions may be cast
in person or by proxy.

   Voting  rights  attributable  to  the  Contractowner's  Contract  Value  in a
Subaccount for which no timely voting instructions are received will be voted by
Security  Benefit in the same  proportion  as the voting  instructions  that are
received in a timely manner for all Contracts  participating in that Subaccount.
Security  Benefit  will also  exercise  the voting  rights  from  assets in each
Subaccount that are not otherwise attributable to Contractowners, if any, in the
same proportion as the voting  instructions that are received in a timely manner
for all Contracts  participating  in that Subaccount and generally will exercise
voting  rights  attributable  to shares of the Series of the Mutual Fund held in
its General  Account,  if any, in the same proportion as votes cast with respect
to shares of the  Series of the Mutual  Fund held by the  Separate  Account  and
other separate accounts of Security Benefit, in the aggregate.

SUBSTITUTION OF INVESTMENTS

   Security  Benefit  reserves the right,  subject to compliance with the law as
then in effect,  to make additions to,  deletions  from,  substitutions  for, or
combinations  of the  securities  that are held by the  Separate  Account or any
Subaccount  or that the Separate  Account or any  Subaccount  may  purchase.  If
shares  of any or all of the  Series  of the  Mutual  Fund  should  no longer be
available for investment, or if, in the judgment of Security Benefit management,
further  investment  in shares of any or all of the  Series of the  Mutual  Fund
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit  may  substitute  shares of another  Series of the  Mutual  Fund or of a
different  fund for shares already  purchased,  or to be purchased in the future
under the Contract.  Security Benefit may also purchase, through the Subaccount,
other securities for other classes or contracts,  or permit a conversion between
classes of contracts on the basis of requests made by Owners.

   In connection  with a substitution  of any shares  attributable to an Owner's
interest in a Subaccount or the Separate Account,  Security Benefit will, to the
extent required under applicable law, provide notice, seek Owner approval,  seek
prior  approval  of the SEC,  and  comply  with the  filing or other  procedures
established by applicable state insurance regulators.

   Security Benefit also reserves the right to establish additional  Subaccounts
of the Separate  Account that would invest in a new Series of the Mutual Fund or
in shares of another  investment  company,  a series thereof,  or other suitable
investment vehicle. New Subaccounts may be established in the sole discretion of
Security  Benefit,  and any new  Subaccount  will be made  available to existing
Owners on a basis to be determined  by Security  Benefit.  Security  Benefit may
also eliminate or combine one or more  Subaccounts  if, in its sole  discretion,
marketing, tax, or investment conditions so warrant.

   Subject to compliance  with  applicable  law,  Security  Benefit may transfer
assets to the General Account. Security Benefit also reserves the right, subject
to any required  regulatory  approvals,  to transfer assets of any Subaccount of
the Separate Account to another separate account or Subaccount.

   In the event of any such  substitution  or change,  Security  Benefit may, by
appropriate  endorsement,  make such changes in these and other contracts as may
be necessary or appropriate to reflect such substitution or change. If deemed by
Security  Benefit to be in the best  interests of persons  having  voting rights
under the  Contracts,  the  Separate  Account may be  operated  as a  management
investment company under the 1940 Act or any other form permitted by law; it may
be  deregistered  under  that Act in the event  such  registration  is no longer
required; or it may be combined with other separate accounts of Security Benefit
or an affiliate  thereof.  Subject to compliance with  applicable law,  Security
Benefit also may combine one or more  Subaccounts and may establish a committee,
board,  or other  group to manage one or more  aspects of the  operation  of the
Separate Account.

CHANGES TO COMPLY WITH LAW AND AMENDMENTS

   Security  Benefit  reserves  the right,  without  the  consent of Owners,  to
suspend sales of the Contract as presently offered and to make any change to the
provisions  of the  Contracts to comply with, or give Owners the benefit of, any
federal or state  statute,  rule,  or  regulation,  including but not limited to
requirements  for annuity  contracts  and  retirement  plans under the  Internal
Revenue Code and  regulations  thereunder  or any state  statute or  regulation.
Security  Benefit also  reserves the right to limit the amount and  frequency of
subsequent purchase payments.

REPORTS TO OWNERS

   A statement  will be sent  annually  to each  Contractowner  setting  forth a
summary of the  transactions  that occurred  during the year, and indicating the
Contract  Value as of the end of each year.  In  addition,  the  statement  will
indicate the  allocation of Contract Value among the  Subaccounts  and any other
information  required by law.  Confirmations will also be sent out upon purchase
payments, transfers, and full and partial withdrawals.  Certain transactions may
be  confirmed  on a  quarterly  basis.  These  transactions  include  systematic
withdrawals and annuity payments.

   Each  Contractowner  will  also  receive  an  annual  and  semiannual  report
containing  financial  statements for the Mutual Fund, which will include a list
of the  portfolio  securities  of the Mutual Fund,  as required by the 1940 Act,
and/or such other reports as may be required by federal securities laws.

TELEPHONE TRANSFER PRIVILEGES

   A Contractowner  may request a transfer of Contract Value by telephone unless
an  election  was  made  in the  application  to  not  have  Telephone  Transfer
privileges  ("Telephone   Authorization").   Security  Benefit  has  established
procedures to confirm that  instructions  communicated  by telephone are genuine
and  will  not be  liable  for any  losses  due to  fraudulent  or  unauthorized
instructions  provided  it  complies  with its  procedures.  Security  Benefit's
procedures  require that any person  requesting a transfer by telephone  provide
the  account  number  and  the  Owner's  tax  identification   number  and  such
instructions must be received on a recorded line.  Security Benefit reserves the
right to deny any telephone  transfer  request.  If all telephone lines are busy
(which  might  occur,  for  example,   during  periods  of  substantial   market
fluctuations),  Contractowners  might  not  be  able  to  request  transfers  by
telephone and would have to submit written requests.

   By authorizing  telephone  transfers,  a  Contractowner  authorizes  Security
Benefit to accept and act upon telephonic  instructions for transfers  involving
the Contractowner's  Contract, and agrees that neither Security Benefit, nor any
of its affiliates,  nor the Mutual Fund,  will be liable for any loss,  damages,
cost,  or  expense  (including  attorneys'  fees)  arising  out of any  requests
effected in accordance with the Telephone Authorization and believed by Security
Benefit to be genuine,  provided  that  Security  Benefit has complied  with its
procedures.  As a result of this policy on telephone requests, the Contractowner
may bear the  risk of loss  arising  from  the  telephone  transfer  privileges.
Security  Benefit may  discontinue,  modify,  or suspend the telephone  transfer
privilege at any time.

LEGAL PROCEEDINGS

   There are no legal  proceedings  pending to which the  Separate  Account is a
party, or which would materially affect the Separate Account.

LEGAL MATTERS

   Legal  matters  in  connection  with  the  issue  and  sale of the  Contracts
described  in  this  Prospectus,  Security  Benefit's  authority  to  issue  the
Contracts under Kansas law, and the validity of the forms of the Contracts under
Kansas law have been passed upon by Amy J. Lee, Esq., Associate General Counsel,
Security Benefit.

                             PERFORMANCE INFORMATION

   Performance   information  for  the  Subaccounts  of  the  Separate  Account,
including the yield of the Subaccounts,  and the total return of the Subaccounts
may appear in advertisements,  reports, and promotional literature to current or
prospective Owners.

   Quotations of yield will be based on all investment  income per  Accumulation
Unit earned  during a given 30-day  period,  less  expenses  accrued  during the
period  ("net  investment  income"),  and  will  be  computed  by  dividing  net
investment  income by the value of an  Accumulation  Unit on the last day of the
period.  Quotations of average  annual total return for any  Subaccount  will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  on a
hypothetical  investment in a Contract over a period of one, five, and ten years
(or, if less, up to the life of the Subaccount),  and will reflect the deduction
of the applicable  mortality and expense risk charge and may  simultaneously  be
shown for other periods.

   Performance  information  for a Subaccount  may be  compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donaghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley  Capital  International's  EAFE Index or other indices  measuring
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security:  (ii) other variable  annuity
separate  accounts or other  investment  products  tracked by Lipper  Analytical
Services,  a widely used independent  research firm which ranks mutual funds and
other investment companies by overall performance,  investment  objectives,  and
assets,  or tracked  by other  ratings  services,  companies,  publications,  or
persons  who rank  separate  accounts  or other  investment  products on overall
performance or other  criteria;  and (iii) the Consumer Price Index (measure for
inflation) to assess the real rate of return from an investment in the Contract.
Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

   Performance information for any Subaccount reflects only the performance of a
hypothetical  Contract  under which  Contract Value is allocated to a Subaccount
during a particular time period on which the calculations are based. Performance
information  should be  considered  in light of the  investment  objectives  and
policies,  characteristics,  and  quality of the Series in which the  Subaccount
invests,  and the market conditions during the given time period, and should not
be considered as a representation  of what may be achieved in the future.  For a
description  of the methods  used to  determine  yield and total  return for the
Subaccounts, see the Statement of Additional Information.

   Reports  and  promotional  literature  may  also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria, (ii) the effect of tax-deferred  compounding on a
Subaccount's investment returns, or returns in general, which may be illustrated
by graphs, charts, or otherwise, and which may include a comparison,  at various
points in time,  of the return from an  investment  in a Contract (or returns in
general)  on a  tax-deferred  basis  (assuming  one or more tax rates)  with the
return on a taxable basis,  and (iii) Security  Benefit's  rating or a rating of
Security Benefit's  claim-paying ability as determined by firms that analyze and
rate  insurance  companies  and  by  nationally  recognized  statistical  rating
organizations.

                             ADDITIONAL INFORMATION

REGISTRATION STATEMENT

   A  Registration  Statement  under  the 1933 Act has been  filed  with the SEC
relating to the offering described in this Prospectus.  This Prospectus does not
include all the  information  included in the  Registration  Statement,  certain
portions of which, including the Statement of Additional Information,  have been
omitted  pursuant  to  the  rules  and  regulations  of  the  SEC.  The  omitted
information  may be obtained at the SEC's  principal  office in Washington,  DC,
upon  payment of the SEC's  prescribed  fees and may also be  obtained  from the
SEC's web site (http://www.sec.gov).

FINANCIAL STATEMENTS

   
   Consolidated  financial statements of Security Benefit Life Insurance Company
and  Subsidiaries at December 31, 1997 and 1996, and for each of the three years
in the period  ended  December  31,  1997,  are  contained  in the  Statement of
Additional  Information.  Financial  statements for the Separate Account are not
yet available as it did not begin operations until October 9, 1998.
    

                       STATEMENT OF ADDITIONAL INFORMATION

   The Statement of Additional  Information  contains more specific  information
and financial  statements relating to Security Benefit. The Table of Contents of
the Statement of Additional Information is set forth below:

                                TABLE OF CONTENTS

                                                                            Page

GENERAL INFORMATION AND HISTORY............................................   1
DISTRIBUTION OF THE CONTRACT...............................................   1
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS......   1
EXPERTS....................................................................   3
PERFORMANCE INFORMATION....................................................   3
FINANCIAL STATEMENTS.......................................................   4
<PAGE>
                              PCG VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

   
                              DATE: OCTOBER 9, 1998
    

        INDIVIDUAL AND GROUP FLEXIBLE PURCHASE PAYMENT DEFERRED VARIABLE
                                ANNUITY CONTRACT

                                    ISSUED BY
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                             700 SW HARRISON STREET
                            TOPEKA, KANSAS 66636-0001
                                 1-800-888-2461

                                MAILING ADDRESS:
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                                 P.O. BOX 750497
                            TOPEKA, KANSAS 66675-0497
                                 1-800-888-2461


   
   This  Statement of Additional  Information  is not a prospectus and should be
read in conjunction  with the current  Prospectus  for the PCG Variable  Annuity
dated  October 9, 1998, as it may be  supplemented  from time to time. A copy of
the Prospectus may be obtained from Security  Benefit by calling  1-800-888-2461
or by writing P.O. Box 750497, Topeka, Kansas 66675-0497.
    
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE

GENERAL INFORMATION AND HISTORY............................................   1

DISTRIBUTION OF THE CONTRACT...............................................   1

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS......   1

EXPERTS....................................................................   3

PERFORMANCE INFORMATION....................................................   3

FINANCIAL STATEMENTS.......................................................   4
<PAGE>
                         GENERAL INFORMATION AND HISTORY

   For a description of the Flexible  Purchase Payment Deferred Variable Annuity
Contract (the "Contract"),  Security Benefit Life Insurance  Company  ("Security
Benefit"),  and the Variable Annuity Account X (the "Separate Account"), see the
Prospectus.  This Statement of Additional  Information contains information that
supplements  the  information  in the  Prospectus.  Defined  terms  used in this
Statement of  Additional  Information  have the same meaning as terms defined in
the section entitled "Definitions" in the Prospectus.

SAFEKEEPING OF ASSETS

   Security  Benefit is  responsible  for the  safekeeping  of the assets of the
Subaccounts.  These assets,  which consist of shares of the Series of the Mutual
Fund in  non-certificated  form,  are held separate and apart from the assets of
the Security Benefit's General Account and its other separate accounts.

                          DISTRIBUTION OF THE CONTRACT

   Security Distributors, Inc. ("SDI") is Principal Underwriter of the Contract.
SDI is registered as a broker/dealer with the Securities and Exchange Commission
("SEC")  under  the  Securities  Exchange  Act of 1934  and is a  member  of the
National Association of Securities Dealers,  Inc. ("NASD").  The offering of the
Contracts is continuous.

   Subject to  arrangements  with  Security  Benefit,  the  Contract  is sold by
independent  broker/dealers  who are members of the NASD and who become licensed
to sell variable annuities for SBL, and by certain financial  institutions.  SDI
acts as principal underwriter on behalf of Security Benefit for the distribution
of the Contract.  SDI is not compensated  under its Distribution  Agreement with
Security Benefit.

      LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

SECTION 401

   The  applicable  annual  limits on purchase  payments for a Contract  used in
connection  with a retirement  plan that is qualified  under  Section 401 of the
Internal Revenue Code depend upon the type of plan.  Total purchase  payments on
behalf of a  participant  to all defined  contribution  plans  maintained  by an
employer are limited  under Section  415(c) of the Internal  Revenue Code to the
lesser of (a)  $30,000,  or (b) 25% of the  participant's  annual  compensation.
Salary reduction contributions to a cash-or-deferred  arrangement under a profit
sharing plan are subject to additional annual limits. Contributions to a defined
benefit  pension  plan are  actuarially  determined  based  upon the  amount  of
benefits the  participants  will  receive  under the plan  formula.  The maximum
annual benefit any individual  may receive under an employer's  defined  benefit
plan is limited under Section  415(b) of the Internal  Revenue Code.  The limits
determined under Section 415(b) and (c) of the Internal Revenue Code are further
reduced for an individual who participates in a defined  contribution plan and a
defined benefit plan maintained by the same employer. Rollover contributions are
not subject to the annual limitations described above.

SECTION 403(B)

   Contributions  to 403(b)  annuities are excludable  from an employee's  gross
income  if they do not  exceed  the  smallest  of the  limits  calculated  under
Sections  402(g),  403(b)(2),  and 415 of the Code.  The  applicable  limit will
depend upon  whether  the  annuities  are  purchased  with  employer or employee
contributions. Rollover contributions are not subject to these annual limits.

   Section 402(g) generally limits an employee's salary reduction  contributions
to a 403(b)  annuity to  $10,000 a year.  The  $10,000  limit will be reduced by
salary reduction  contributions to other types of retirement  plans. An employee
with at  least  15  years  of  service  for a  "qualified  employer"  (i.e.,  an
educational  organization,  hospital,  home health  service  agency,  health and
welfare  service  agency,  church or  convention  or  association  of  churches)
generally  may  exceed  the  $10,000  limit by $3,000  per year,  subject  to an
aggregate limit of $15,000 for all years.

   Section  403(b)(2)  provides an overall limit on employer and employee salary
reduction contributions that may be made to a 403(b) annuity.  Section 403(b)(2)
generally  provides  that the maximum  amount of  contributions  an employee may
exclude from his or her gross income in any taxable year is equal to the excess,
if any, of:

    (i)  the amount  determined by multiplying 20% of the employee's  includable
         compensation  by the  number  of his or her years of  service  with the
         employer, over

   (ii)  the total  amount  contributed  to  retirement  plans  sponsored by the
         employer,  that were  excludable  from his or her gross income in prior
         years.

   Section  415(c) also  provides an overall limit on the amount of employer and
employee salary reduction contributions to a Section 403(b) annuity that will be
excludable  from an employee's  gross income in a given year. The Section 415(c)
limit  is the  lesser  of (i)  $30,000,  or (ii)  25% of the  employee's  annual
compensation.

SECTION 408

   
   Premiums  (other than rollover  contributions)  paid under a Contract used in
connection  with an  individual  retirement  annuity  (IRA) that is described in
Section  408  of the  Internal  Revenue  Code  are  subject  to  the  limits  on
contributions  to IRA's under Section 219(b) of the Internal Revenue Code. Under
Section 219(b) of the Code, contributions (other than rollover contributions) to
an IRA are  limited  to the  lesser of  $2,000  per year or the  Owner's  annual
compensation. Spousal IRAs allow an owner and his or her spouse to contribute up
to $2,000 to their  respective  IRAs so long as a joint tax  return is filed and
joint income is $4,000 or more. The maximum amount the higher compensated spouse
may  contribute  for the year is the  lesser of $2,000 or 100% of that  spouse's
compensation.  The maximum the lower  compensated  spouse may  contribute is the
lesser of (i) $2,000 or (ii) 100% of that spouse's  compensation plus the amount
by which the higher  compensated  spouse's  compensation  exceeds the amount the
higher  compensated spouse contributes to his or her IRA. The extent to which an
Owner may deduct  contributions  to an IRA  depends  on the gross  income of the
Owner and his or her spouse for the year and whether  either  participate  in an
employer-sponsored retirement plan.
    

   Premiums  under a Contract  used in  connection  with a  simplified  employee
pension plan  described in Section 408 of the Internal  Revenue Code are subject
to limits under  Section  402(h) of the Internal  Revenue Code.  Section  402(h)
currently limits employer  contributions and salary reduction  contributions (if
permitted) under a simplified  employee pension plan to the lesser of (a) 15% of
the  compensation  of the  participant  in the  Plan,  or  (b)  $30,000.  Salary
reduction contributions, if any, are subject to additional annual limits.

SECTION 457

   Contributions  on behalf of an employee to a Section 457 plan  generally  are
limited to the lesser of (i) $8,000 or (ii) 33 1/3% of the employee's includable
compensation. The $8,000 limit is indexed for inflation (in $500 increments) for
tax years  beginning  after December 31, 1996; thus the dollar limit is adjusted
only when the sum of the  inflation  adjustment  equals or exceeds  $500. If the
employee  participates  in more than one  Section  457 plan,  the  $8,000  limit
applies to  contributions  to all such programs.  The $8,000 limit is reduced by
the amount of any salary  reduction  contribution the employee makes to a 403(b)
annuity,  an IRA or a retirement  plan qualified  under Section 401. The Section
457 limit may be  increased  during  the last  three  years  ending  before  the
employee  reaches his or her normal  retirement age. In each of these last three
years, the plan may permit a "catch-up" amount in addition to the regular amount
to be  deferred.  The maximum  combined  amount which may be deferred in each of
these three years is $15,000  reduced by any amount excluded from the employee's
income for the taxable year as a contribution to another plan.

                                     EXPERTS

   
   The  consolidated  financial  statements for Security  Benefit Life Insurance
Company and  Subsidiaries  at December  31,  1997,  and 1996 and for each of the
three years in the period ended  December 31, 1997,  appearing in this Statement
of Additional  Information  have been audited by Ernst & Young LLP,  independent
auditors,  as set forth in their report thereon appearing on page 5 herein,  and
are included in reliance  upon such report given upon the authority of such firm
as experts in accounting  and auditing.  Financial  statements  for the Separate
Account are not yet  available as it did not begin  operations  until October 9,
1998.
    

                             PERFORMANCE INFORMATION

   Performance   information  for  the  Subaccounts  of  the  Separate  Account,
including  the  yield  and  total  return  of all  Subaccounts,  may  appear  in
advertisements,  reports,  and  promotional  literature  provided  to current or
prospective Owners.

   Quotations  of yield  for the  Subaccounts  will be  based on all  investment
income per  Accumulation  Unit earned during a particular  30-day  period,  less
expenses  accrued  during  the period  ("net  investment  income"),  and will be
computed by dividing net investment income by the value of the Accumulation Unit
on the last day of the period, according to the following formula:

                            YIELD = 2[(a-b + 1)^6 - 1]
                                       ---
                                       cd

   where a = net  investment  income  earned  during  the  period by the  Series
             attributable to shares owned by the Subaccount,

         b = expenses accrued for the period (net of any reimbursements),

         c = the average daily number of Accumulation  Units outstanding  during
             the period that were entitled to receive dividends, and

         d = the maximum offering price per Accumulation Unit on the last day of
             the period.

   Quotations  of  average  annual  total  return  for  any  Subaccount  will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  of a
hypothetical  investment  in a Contract over a period of one, five and ten years
(or,  if less,  up to the life of the  Subaccount),  calculated  pursuant to the
following formula:  P(1 + T)n = ERV (where P = a hypothetical initial payment of
$1,000,  T = the average annual total return, n = the number of years, and ERV =
the  ending  redeemable  value  of a  hypothetical  $1,000  payment  made at the
beginning of the period). Quotations of total return may simultaneously be shown
for other  periods and may include total return for periods  beginning  prior to
availability  of the  Contract.  Such total  return  figures  are based upon the
performance of the respective Series of the Mutual Fund, adjusted to reflect the
charges imposed under the Contract.

   Average annual total return  figures  reflect the deduction of the applicable
mortality and expense risk charge.

   Quotations of total return for any Subaccount of the Separate Account will be
based on a hypothetical  investment in an Account over a certain period and will
be computed by subtracting  the initial value of the investment  from the ending
value and dividing the  remainder by the initial value of the  investment.  Such
quotations of total return will reflect the deduction of all applicable  charges
to the contract and the separate account (on an annual basis).

   Performance  information  for a Subaccount  may be  compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donoghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley Capital  International's EAFE Index or other indices that measure
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security;  (ii) other variable  annuity
separate  accounts,  insurance  products  funds,  or other  investment  products
tracked by Lipper Analytical  Services,  a widely used independent research firm
which ranks mutual funds and other investment  companies by overall performance,
investment  objectives,  and assets, or tracked by The Variable Annuity Research
and Data Service ("VARDS"),  an independent service which monitors and ranks the
performance  of  variable   annuity  issues  by  investment   objectives  on  an
industry-wide  basis or tracked by other  services,  companies,  publications or
persons  who rank such  investment  companies  on overall  performance  or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an investment in the  Contract.  Unmanaged  indices
may assume the reinvestment of dividends but generally do not reflect deductions
for administrative and management costs and expenses.

   Performance information for any Subaccount reflects only the performance of a
hypothetical  Contract  under which an Owner's  Contract Value is allocated to a
Subaccount  during a particular time period on which the calculations are based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies, characteristics and quality of the Series of the Mutual
Fund in which the Subaccount invests, and the market conditions during the given
time period,  and should not be  considered as a  representation  of what may be
achieved in the future.

   Reports  and  promotional  literature  may  also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts,  insurance  products  funds,  or  other  investment
products  tracked by Lipper  Analytical  Services or by other  rating  services,
companies,  publications,  or other persons who rank separate  accounts or other
investment  products  on overall  performance  or other  criteria,  and (ii) the
effect of a tax-deferred  compounding on a Subaccount's  investment  returns, or
returns in general,  which may be illustrated by graphs,  charts,  or otherwise,
and which may include a  comparison,  at various  points in time,  of the return
from an investment in a Contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a taxable basis.

                              FINANCIAL STATEMENTS

   Security Benefit Life Insurance Company's  consolidated  balance sheets as of
December 31, 1997, and 1996 and the related  consolidated  statements of income,
changes  in  equity,  and cash  flows for each of the three  years in the period
ended December 31, 1997, are set forth starting on page 5.

   The  consolidated  financial  statements of Security  Benefit Life  Insurance
Company, which are included in this Statement of Additional Information,  should
be  considered  only as  bearing  on the  ability  of the  Company  to meet  its
obligations under the Contracts. They should not be considered as bearing on the
investment performance of the assets held in the Separate Account.


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