MANN HORACE LIFE INSURANCE CO SEPARATE ACCOUNT
485BPOS, 2000-04-28
Previous: NATIONAL TECHNICAL SYSTEMS INC /CA/, 10-K405, 2000-04-28
Next: WASHINGTON NATIONAL VARIABLE ANNUITY FUND B, N-30B-2, 2000-04-28



<PAGE>

As filed with the Securities and Exchange Commission on March 1, 2000

                               File Nos. 2-24256
                                   811-1343

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-4
                        ------------------------------
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     Post-Effective Amendment No. 67
                                      and

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                        ------------------------------

              HORACE MANN LIFE INSURANCE COMPANY SEPARATE ACCOUNT
              ---------------------------------------------------
                          (Exact Name of Registrant)

                      Horace Mann Life Insurance Company
                      ----------------------------------
                              (Name of Depositor)

              One Horace Mann Plaza, Springfield, Illinois 62715
              ---------------------------------------------------
             (Address of Depositor's Principal Executive Offices)

                                (217) 789-2500
                                --------------
                        (Depositor's Telephone Number)

                                Ann M. Caparros
                             One Horace Mann Plaza
                         Springfield, Illinois  62715
                         ----------------------------
                    (Name and Address of Agent for Service)

                         Copies of Communications to:

                               Cathy G. O'Kelly
                       Vedder, Price, Kaufman & Kammholz
                           222 North LaSalle Street
                         Chicago, Illinois  60601-1003
                       ---------------------------------

            It is proposed that this filing will become effective:

  ___Immediately upon filing pursuant to paragraph (b) of Rule 485
   X On May 1, 2000 pursuant to paragraph (b) of Rule 485
  ---
  ___60 days after filing pursuant to paragraph (a)(1) of Rule 485
  ___On May 1, 2000 pursuant to paragraph (a)(1) of Rule 485


  If appropriate, check the following box:

  ___this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
- --------------------------------------------------------------------------------
<PAGE>

              HORACE MANN LIFE INSURANCE COMPANY SEPARATE ACCOUNT

                 Cross Reference Sheet Required by Rule 495(a)


Item Number in Form N-4                           Caption
- -----------------------                           -------

                              Part A - Prospectus
                              -------------------

1.  Cover Page                                 Cover

2.  Definitions                                Definitions

3.  Synopsis
    (a)  (b)  (c)                              Summary

    (d)                                        *

4.  Condensed Financial Information
    (a)  (b)  (c)                              Condensed Financial Information

5.  General Description of Registrant,
    Depositor, and Portfolio Companies
    (a)  (b)  (c)  (d)  (e)  (f)               Cover; Summary; Horace
                                            Mann Life Insurance Company,
                                            The Account and The Horace
                                            Mann Mutual Funds; Voting Rights

6.  Deductions
    (a)  (b)  (c)  (d)  (e)                    Summary; Purchasing the
                                            Contract; Deductions and Expenses
    (f)                                        *

7.  General Description of Variable
    Annuity Contracts
    (a)  (b)  (c)  (d)                         Summary; Contract Owners'
                                            Rights; Purchasing the
                                            Contract; Transactions; Death
                                            Benefit Proceeds; Mandatory
                                            Minimum Distribution; Income
                                            Payments; Modification of the
                                            Contract; Tax Consequences;
                                            Other Information

8.  Annuity Period
    (a)  (b)  (c)  (d)  (e)  (f)               Income Payments;
                                            Mandatory Minimum
                                            Distribution; Transfers

9.  Death Benefit
    (a) (b)                                    Death Benefit Proceeds;
                                            Tax Consequences
10. Purchases and Contract Value
<PAGE>

    (a)  (b)  (c)  (d)                         Summary; Purchasing the
                                            Contract; Purchase Payments

11. Redemptions
    (a)  (c)  (e)                              Summary; Surrender Before
                                            Commencement of Annuity
                                            Period; Deferment

    (b)  (d)                                *

12. Taxes
    (a)  (b)  (c)                              Surrender Before
                                            Commencement of Annuity
                                            Period; Tax Consequences

13. Legal Proceedings                          Other Information

14. Table of Contents of                       Additional Information
    Statement of Additional Information


                 PART B - STATEMENT OF ADDITIONAL INFORMATION
                 --------------------------------------------

15. Cover Page                                 Cover

16. Table of Contents                          Table of Contents

17. General Information and History
    (a)  (b)                                *

    (c)                                     General Information and History

18. Services
    (c)                                     Financial Statements

    (a)  (b)  (d)  (e)  (f)                 *

19. Purchase of Securities Being Offered
    (a)                                     Underwriter

    (b)                                     *

20. Underwriters
    (a)  (b)  (c)                           Underwriter

    (d)                                     *

21. Calculation of Performance Data
    (b)                                     Investment Experience

    (a)                                     *

22. Annuity Payments                        *

23. Financial Statements
    (a)  (b)                                Financial Statements
<PAGE>

                                    PART C
                                    ------

  Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.

  *Omitted from the Prospectus or Statement of Additional Information because
the Item is not applicable.
<PAGE>

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2000

Horace Mann Life Insurance Company Separate Account
For Contracts Issued on
Forms 66-3A and 66-4A

   The variable annuity Contracts issued by Horace Mann Life Insurance Company
on Forms 66-3A and 66-4A are no longer offered or sold by Horace Mann Life
Insurance Company. These earlier Contracts remain in effect but differ from
the Contracts described in the Prospectus in the following material respects.
Please refer to the Contracts on Forms 66-3A and 66-4A for a complete
description of their provisions.

   1.In lieu of the Surrender Charge, 6% of each Purchase Payment (gross
stipulated payment) plus $.50, without any yearly limitation, is deducted for
sales and administrative expenses and death benefit charges. It is estimated
that of the 6% deduction, 4% is for sales expenses and 2% for the death
benefit risk. The additional $.50 deduction is for administrative expenses.
All Purchase Payments, net of applicable deductions, including premium taxes
if applicable, are invested by the Account in shares of Horace Mann Equity
Fund. There is no annual maintenance fee or transfer charge.

   2.In lieu of the Mortality and Expense Risk Fee ("M&E Fee") described in
the Prospectus, a fee is deducted from all distributions paid by the Equity
Fund to the Account or, if the fee is accrued and unpaid, from the value of a
Participant's individual account upon withdrawal or transfer from the Account.
This fee is computed weekly at the rate of .0075% of the net assets of the
Account (not to exceed .39% on an annual basis). It is estimated that .31% is
for mortality risk and .08% is for expense risk.

   3.The "present value factor" used in calculating the actuarial liability of
the Variable Retirement Annuity Account is computed using the Progressive
Annuity Mortality Table with interest at 4%.

   4.With respect to the group Contract issued on Form 66-4A, if the Annuitant
is no longer in the class of eligible Participants or elects not to continue
to participate in the group Contract, the Annuitant may elect, within 31 days
after the date of termination, to purchase from Horace Mann Life Insurance
Company its individual annuity Contract most nearly similar in benefits and
provisions to the group Contract. The individual annuity Contract will be
issued at the then attained age of the Annuitant and at the same annual
Purchase Payment as the group Contract Certificate, unless otherwise agreed to
by Horace Mann Life Insurance Company.

Form 66-3A and 66-4A Contracts
<TABLE>
<S>                                                           <C> <C>
Contract Owner Transaction Expenses,(/1/) as a percentage of
 Purchase Payments:
  Sales Expense Charge..........................................  4.00%
  Death Benefit Risk Charge.....................................  2.00%
</TABLE>
<TABLE>
<S>                                    <C>
Administration Expense Charge......    $.50 per payment plus $10.00 issuance fee
</TABLE>
<TABLE>
<S>                                                                <C>
Separate Account Annual M&E Fee, as a percentage of average
 account value:
  Mortality Risk.................................................. 0.31%
  Expense Risk.................................................... 0.08%
  Total Separate Account Annual M&E Fee................................. 0.39%
Annual Operating Expenses of Equity Fund,(/2/) as a percentage of
 average net assets for the December 31, 1999 fiscal year:
  Management Fees....................................................... 0.64%
  Other Expenses........................................................ 0.18%
  Total Equity Fund Operating Expenses.................................. 0.82%
</TABLE>
<PAGE>

Example(/3/)

<TABLE>
<CAPTION>
                                                1 Year 3 Years 5 Years 10 Years
                                                ------ ------- ------- --------
<S>                                             <C>    <C>     <C>     <C>
If you surrender your Contract at the end of
 the applicable time period:
  You would pay the following expenses on a
  $1,000 investment, assuming 5% annual return
  on assets:...................................  $72     $97    $123     $198
</TABLE>

(/1/)Premium taxes, currently ranging between 0 and 3.5%, are not included.
The rate varies depending upon state of residence, and not all states impose
premium taxes. Also, depending on the state, taxes are taken from Purchase
Payments or are levied at annuitization.

(/2/)The Operating Expenses of the Equity Fund are borne indirectly by
Contract Owners.

(/3/)The EXAMPLE should not be considered a representation of past or future
expenses. Amounts shown are based on the average cash value of the average
number of annuity Contracts in the accumulation phase during the 1999 calendar
year. Actual expenses may be greater or less than those shown.

  THE PURPOSE  OF THE TABLE IS TO ASSIST CONTRACT OWNERS  IN UNDERSTANDING
   THE VARIOUS COSTS AND EXPENSES  THAT THEY BEAR DIRECTLY OR INDIRECTLY.
    THE TABLE REFLECTS EXPENSES OF THE SEPARATE ACCOUNT AS WELL AS THOSE
     OF THE EQUITY FUND.

                                --------------

                  The date of this Supplement is May 1, 2000.
<PAGE>

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2000

Horace Mann Life Insurance Company Separate Account
For Contracts Issued on
Form 66-2A

   The variable annuity Contract issued by Horace Mann Life Insurance Company
on Form 66-2A is no longer offered or sold by Horace Mann Life Insurance
Company. This earlier Contract remains in effect but differs from the
Contracts described in the Prospectus in the following material respects.
Please refer to the Contract on Form 66-2A for a complete description of its
provisions.

   1.In lieu of the Surrender Charge, 6% of each Purchase Payment (gross
stipulated payment) plus $.50, without any yearly limitation, is deducted for
sales and administrative expenses and death benefit charges.

   It is estimated that of the 6% deduction, 4% is for sales expenses and 2%
for the death benefit risk. The additional $.50 deduction is for
administrative expenses.

   All Purchase Payments, net of applicable deductions including premium taxes
if applicable, are invested by the Account in shares of Horace Mann Equity
Fund. There is no annual maintenance fee or transfer charge.

   2.In lieu of the Mortality and Expense Risk Fee ("M&E Fee") described in
the Prospectus, a fee is deducted from distributions paid by the Equity Fund
to the Account or, if the fee is accrued and unpaid, from the value of a
Contract Owner's individual account upon withdrawal or transfer from the
Account. This fee is computed weekly at the rate of .0075% of the net assets
of the Account (not to exceed .39% on an annual basis). It is estimated that
 .31% is for mortality risk and .08% is for expense risk.

Form 66-2A Contracts
<TABLE>
<S>                                                           <C> <C>
Contract Owner Transaction Expenses,(/1/) as a percentage of
 Purchase Payments:
  Sales Expense Charge..........................................  4.00%
  Death Benefit Risk Charge.....................................  2.00%
</TABLE>
<TABLE>
<S>                                                           <C>
  Administration Expense Charge.............................. $.50 per payment
                                                                   plus $10.00
                                                                  issuance fee
</TABLE>
<TABLE>
<S>                                                                <C>   <C>
Separate Account Annual M&E Fee, as a percentage of average
 account value:
  Mortality Risk.................................................. 0.31%
  Expense Risk.................................................... 0.08%
  Total Separate Account Annual M&E Fee................................. 0.39%
Annual Operating Expenses of Equity Fund,(/2/) as a percentage of
 average net assets for the December 31, 1998 fiscal year:
  Management Fees....................................................... 0.64%
  Other Expenses........................................................ 0.18%
  Total Equity Fund Operating Expenses.................................. 0.82%
</TABLE>
<PAGE>

Example(/3/)

<TABLE>
<CAPTION>
                                                1 Year 3 Years 5 Years 10 Years
                                                ------ ------- ------- --------
<S>                                             <C>    <C>     <C>     <C>
If you surrender your Contract at the end of
 the applicable time period:
  You would pay the following expenses on a
  $1,000 investment, assuming 5% annual return
  on assets:...................................  $72     $97    $123     $198
</TABLE>

(/1/)Premium taxes, currently ranging between 0 and 3.5%, are not included.
The rate varies depending upon state of residence, and not all states impose
premium taxes. Also, depending on the state, taxes are taken from Purchase
Payments or are levied at annuitization.

(/2/)The Operating Expenses of the Equity Fund are borne indirectly by
Contract Owners.

(/3/)The EXAMPLE should not be considered a representation of past or future
expenses. Amounts shown are based on the average cash value of the average
number of annuity Contracts in the accumulation phase during the 1999 calendar
year. Actual expenses may be greater or less than those shown.

  THE PURPOSE  OF THE TABLE IS TO ASSIST CONTRACT OWNERS  IN UNDERSTANDING
   THE VARIOUS COSTS AND EXPENSES  THAT THEY BEAR DIRECTLY OR INDIRECTLY.
    THE TABLE REFLECTS EXPENSES OF THE SEPARATE ACCOUNT AS WELL AS THOSE
     OF THE EQUITY FUND.

                                --------------

                  The date of this Supplement is May 1, 2000.
<PAGE>

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2000

Horace Mann Life Insurance Company Separate Account
For Contracts Issued on
Form 527-GC

   The group variable annuity Contract issued by Horace Mann Life Insurance
Company on Form 527-GC is no longer offered or sold by Horace Mann Life
Insurance Company. This earlier Contract remains in effect but differs from
the Contracts described in the Prospectus in the following material respects.
Please refer to the Contract on Form 527-GC for a complete description of its
provisions.

   1.The Contract may be terminated or discontinued by the Group Contract
Owner upon written notice to Horace Mann Life Insurance Company. The written
notice must specify the date for termination which may not be earlier than 30
days following the date such notice is received by Horace Mann Life Insurance
Company. The Contract may be discontinued by Horace Mann Life Insurance
Company upon 90 days' written notice to the Group Contract Owner.

   2.If the Contract is terminated or the Annuitant ceases to be in the class
of eligible Annuitants, the Annuitant may elect within 90 days thereafter to
purchase from Horace Mann Life Insurance Company the individual annuity
Contract most similar in benefits and provisions to those of the Annuitant's
Certificate.

   3.At the end of each fiscal year, Horace Mann Life Insurance Company may,
in its discretion, determine an experience credit to be equitably applied
based on the mortality experience and administration costs of the Contract.

   4.The Contract's minimum Purchase Payment is $10. Minimum annual Purchase
Payments that may be allocated to the Account are $200. In lieu of the
Surrender Charge, 5% of each Purchase Payment plus $.50 is deducted for sales
and administrative expenses and death benefit charges. The $.50 charge may not
exceed $6.00 in any Contract Year. If Purchase Payments are allocated to both
the Fixed Accumulation Account and the Separate Account, the per payment fee
is $.75, not to exceed $9.00 in any Contract Year. It is estimated that of the
5% deduction, 3.2% is for sales expenses, 0.2% is for the death benefit risk
and 1.6% is for administrative expenses. Premium taxes payable, if applicable,
are deducted from each payment. All Purchase Payments net of applicable
deductions, are invested by the Account in shares of the Equity Fund. There is
no annual maintenance charge or transfer charge.

   5.In lieu of the Mortality and Expense Risk Fee ("M&E Fee") described in
the Prospectus, a fee for mortality and expense risk, computed weekly at the
rate of .005575% of the net assets of the Account (not to exceed .29% on an
annual basis), will be deducted from dividends and other distributions paid by
the Equity Fund to the Account or to the extent such distributions are accrued
and unpaid, from the value of a Participant's account upon withdrawal or
transfer of the Participant's interest out of the Account. It is estimated
that .24% is for mortality risk and .05% is for expense risk.

   6.The "present value factor" used in calculating the actuarial liability of
the Variable Retirement Annuity Account is computed using the Progressive
Annuity Mortality Table with interest at 3.5%. Consequently, the interest rate
used to compute the value of a Variable Retirement Annuity Unit is 3.79% (of
which .29% represents the charge for mortality and expense risks).

Form 527-GC Contracts
<TABLE>
<S>                                                           <C> <C>
Contract Owner Transaction Expenses,(/1/) as a percentage of
 Purchase Payments:
  Sales Expense Charge..........................................  3.20%
  Death Benefit Risk Charge.....................................  0.20%
</TABLE>

Administration Expense Charge......   1.60% and $.50 per payment plus $20.00
                                      issuance fee
<TABLE>
<S>                                                                <C>   <C>
Separate Account Annual M&E Fee, as a percentage of total net
 assets:
  Mortality Risk.................................................. 0.24%
  Expense Risk.................................................... 0.05%
  Total Separate Account Annual M&E Fee................................. 0.29%
Annual Operating Expenses of Equity Fund,(/2/) as a percentage of
 average net assets for the December 31, 1999 fiscal year:
  Management Fees....................................................... 0.64%
  Other Expenses........................................................ 0.18%
  Total Equity Fund Operating Expenses.................................. 0.82%
</TABLE>
<PAGE>

Example(/3/)

<TABLE>
<CAPTION>
                                                1 Year 3 Years 5 Years 10 Years
                                                ------ ------- ------- --------
<S>                                             <C>    <C>     <C>     <C>
If you surrender your Contract at the end of
 the applicable time period:
  You would pay the following expenses on a
  $1,000 investment, assuming 5% annual return
  on assets:...................................  $81    $103    $127     $196
</TABLE>

(/1/)Premium taxes, currently ranging between 0 and 3.5%, are not included.
The rate varies depending upon state of residence, and not all states impose
premium taxes. Also, depending on the state, taxes are taken from Purchase
Payments or are levied at annuitization.

(/2/)The Operating Expenses of the Equity Fund are borne indirectly by
Contract Owners.

(/3/)The EXAMPLE should not be considered a representation of past or future
expenses. Amounts shown are based on the average cash value of the average
number of annuity Contracts in the accumulation phase during the 1999 calendar
year. Actual expenses may be greater or less than those shown.

  THE PURPOSE  OF THE TABLE IS TO ASSIST CONTRACT OWNERS  IN UNDERSTANDING
   THE VARIOUS COSTS AND EXPENSES  THAT THEY BEAR DIRECTLY OR INDIRECTLY.
    THE TABLE REFLECTS EXPENSES OF THE SEPARATE ACCOUNT AS WELL AS THOSE
     OF THE EQUITY FUND.

                                --------------

                  The date of this Supplement is May 1, 2000.
<PAGE>

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2000

Horace Mann Life Insurance Company Separate Account
For Contracts Issued on
Form 529

   The individual variable annuity Contract issued by Horace Mann Life
Insurance Company on Form 529 is no longer offered or sold by Horace Mann Life
Insurance Company. These earlier Contracts remain in effect but differ from
the Contracts described in the Prospectus in the following material respects.
Please refer to the Contract on Form 529 for a complete description of its
provisions.

   1.The Contract's minimum Purchase Payment (gross stipulated payment) is
$10. Minimum annual Purchase Payments that may be allocated to the Account are
$200. In lieu of the Surrender Charge, 5% of each Purchase Payment plus $.50
is deducted for sales and administrative expenses and death benefit charges.
The $.50 charge may not exceed $6.00 in any Contract Year. If Purchase
Payments are allocated to both the Fixed Accumulation Account and the Separate
Account, the per payment fee is $.75, not to exceed $9.00 per Contract Year.
It is estimated that of the 5% deduction, 3.2% is for sales expenses, 0.2% is
for the death benefit risk and 1.6% is for administrative expenses. Premium
taxes payable, if applicable, are deducted from each Purchase Payment. All
Purchase Payments, net of applicable deductions, are invested by the Account
in shares of the Equity Fund. There is no annual maintenance charge or
transfer charge.

   2.In lieu of the Mortality and Expense Risk Fee ("M&E Fee") described in
the Prospectus, a fee for mortality and expense risk, computed weekly at the
rate of .005575% of the net assets of the Account (not to exceed .29% on an
annual basis), will be deducted from dividends and other distributions paid by
the Equity Fund to the Account, or to the extent such distributions are
accrued and unpaid, from the value of a Contract Owner's account upon
withdrawal or transfer of the Contract Owner's interest out of the Account. It
is estimated that .24% of such charge is for mortality risk and .05% is for
expense risk.

   3.The "present value factor" used in calculating the actuarial liability of
the Variable Retirement Annuity Account is computed using the Progressive
Annuity Mortality Table with interest at 3.5%. Consequently, the interest rate
used to compute the value of a Variable Retirement Annuity Unit is 3.79% (of
which .29% represents the charge for mortality and expense risks).

Form 529 Contracts
<TABLE>
<S>                                                               <C>
Contract Owner Transaction Expenses,(/1/) as a percentage of
 Purchase Payments:
  Sales Expense Charge..........................................  3.20%
  Death Benefit Risk Charge.....................................  0.20%
</TABLE>

Administration Expense Charge......  1.60% and $.50 per payment plus $20.00
                                     issuance fee


Separate Account Annual M&E Fee, as a percentage of total net
 assets:
  Mortality Risk.................................................. 0.24%
  Expense Risk.................................................... 0.05%
  Total Separate Account Annual M&E Fee................................. 0.29%
Annual Operating Expenses of Equity Fund,(/2/) as a percentage of
 average net assets for the December 31, 1999 fiscal year:
  Management Fees....................................................... 0.64%
  Other Expenses........................................................ 0.18%
  Total Equity Fund Operating Expenses.................................. 0.82%

<PAGE>

Example(/3/)

<TABLE>
<CAPTION>
                                               1 Year 3 Years 5 Years 10 Years
                                               ------ ------- ------- --------
<S>                                            <C>    <C>     <C>     <C>
If you surrender your Contract at the end of
 the applicable time period:
  You would pay the following expenses on a
  $1,000 investment, assuming 5% annual return
  on assets:                                    $81    $103    $127     $196
</TABLE>

(/1/)Premium taxes, currently ranging between 0 and 3.5%, are not included.
The rate varies depending upon state of residence, and not all states impose
premium taxes. Also, depending on the state, taxes are taken from Purchase
Payments or are levied at annuitization.

(/2/)The Operating Expenses of the Equity Fund are borne indirectly by
Contract Owners.

(/3/)The EXAMPLE should not be considered a representation of past or future
expenses. Amounts shown are based on the average cash value of the average
number of annuity Contracts in the accumulation phase during the 1999 calendar
year. Actual expenses may be greater or less than those shown.

  THE PURPOSE  OF THE TABLE IS TO ASSIST CONTRACT OWNERS  IN UNDERSTANDING
   THE VARIOUS COSTS AND EXPENSES  THAT THEY BEAR DIRECTLY OR INDIRECTLY.
    THE TABLE REFLECTS EXPENSES OF THE SEPARATE ACCOUNT AS WELL AS THOSE
     OF THE EQUITY FUND.

                                --------------

                  The date of this Supplement is May 1, 2000.
<PAGE>

                                                            [PHOTO APPEARS HERE]

                                                                      Prospectus

                                          The Horace Mann Life Insurance Company
                                                     Separate Account Prospectus

                                             Horace Mann Mutual Funds Prospectus

                                          Offered by Horace Mann Investors, Inc.

                                                                     May 1, 2000

                                        Horace Mann(R)
                                        ----------------------------------------
                                        Insuring America's Educational Community

                         Underwritten by Horace Mann Life Insurance Company

<PAGE>

Table of Contents
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Qualified Prospectus....................................................... A-1
Non-qualified Prospectus................................................... B-1
Horace Mann Mutual Funds Prospectus........................................ C-1
</TABLE>
<PAGE>


Prospectus

Qualified Variable Tax deferred annuity contracts Prospectus

Horace Mann Life Insurance Company
Separate accounts for Annuity Alternatives Contracts

May 1, 2000

<PAGE>

Individual Single Premium and Individual and Group Flexible Premium Variable
Deferred Annuity Contracts Issued By Horace Mann Life Insurance Company
Separate Account as Qualified Contracts

   This prospectus offers combination fixed and variable, qualified annuity
contracts to individuals and groups. These contracts are issued by Horace Mann
Life Insurance Company ("HMLIC") and can be issued as flexible premium
contracts or, for individuals, as single premium contracts. They are issued in
connection with retirement plans or arrangements which may qualify for special
tax treatment under the Internal Revenue Code as amended. Amounts transferred
to Horace Mann Life Insurance Company Separate Account as directed by a
participant or contract owner are invested in one or more of nine subaccounts
(sometimes referred to as variable investment options or variable accounts).
Each subaccount purchases shares in a corresponding portfolio of the Horace
Mann Mutual Funds or the Wilshire Target Funds, Inc. The Horace Mann Mutual
Funds and Wilshire Target Funds, Inc. are registered investment companies. The
portfolios are:

  Horace Mann Equity Fund--a fund investing primarily in common stocks of
  domestic companies (previously called the Growth Fund).

  Horace Mann Balanced Fund--a fund investing indirectly in a mix of common
  stocks, debt securities and money market instruments through investments in
  the Horace Mann Equity Fund and the Horace Mann Income Fund.

  Horace Mann Income Fund--a fund investing primarily in investment grade
  debt securities.

  Horace Mann Short-Term Investment Fund--a fund investing in short-term debt
  instruments.

  Horace Mann Small Cap Growth Fund--a fund investing in equity securities of
  small cap companies with earnings growth potential.

  Horace Mann International Equity Fund--a fund investing in marketable
  foreign equity securities.

  Horace Mann Socially Responsible Fund--a fund investing primarily in
  marketable equity securities of United States chartered companies which are
  determined to be socially responsible pursuant to criteria set forth in the
  fund's prospectus.

  Wilshire 5000 Index Portfolio--a fund designed to replicate as closely as
  possible the performance of the Wilshire 5000 Index before the deduction of
  fund expenses.

  Wilshire Large Company Growth Portfolio--a fund that focuses on the large
  company growth segment of the U.S. equity market and invests in companies
  with relatively high earnings, return on equity and sales growth.

   This Prospectus sets forth the information an investor should know.
Additional information about the HMLIC Separate Account has been filed with
the Securities and Exchange Commission in a Statement of Additional
Information, dated May 1, 2000. The Statement of Additional Information is
incorporated by reference and is available upon request, without charge. You
may obtain the Statement of Additional Information by writing to Horace Mann
Life Insurance Company, P.O. Box 4657, Springfield, Illinois 62708-4657, by
sending a telefacsimile (FAX) transmission to (217) 535-7123, or by
telephoning (217) 789-2500 or (800) 999-1030 (toll-free). The table of
contents of the Statement of Additional Information appears on page 20 of this
prospectus.

  THIS PROSPECTUS IS ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE HORACE MANN
                                    MUTUAL
  FUNDS AND A CURRENT PROSPECTUS FOR THE WILSHIRE TARGET FUNDS.* PLEASE READ
         THESE DOCUMENTS CAREFULLY AND KEEP THEM FOR FUTURE REFERENCE.

    THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
       THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
           ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    THE ANNUITIES OFFERED BY HMLIC ARE NOT INSURED BY THE FDIC OR ANY OTHER
                                  GOVERNMENT
  AGENCY. THEY ARE NOT DEPOSITS, OBLIGATIONS, OR GUARANTEED BY ANY BANK. THEY
                                    INVOLVE
  INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

                  The date of this Prospectus is May 1, 2000.

*The Horace Mann Mutual Funds' Prospectus follows page B-18 of the Non-
qualified Annuity Prospectus.

                                      A-1
<PAGE>

Table of Contents
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Definitions...............................................................    3
Summary...................................................................    4
Condensed Financial Information...........................................    8
Horace Mann Life Insurance Company, The Account and The Horace Mann Mutual
 Funds....................................................................   10
  Horace Mann Life Insurance Company......................................   10
  The Account.............................................................   10
  The Underlying Funds....................................................   10
  Administration..........................................................   11
The Contract(s)...........................................................   12
  Contract Owners' Rights.................................................   12
  Purchasing the Contract.................................................   12
  Purchase Payments.......................................................   12
    Amount and Frequency of Purchase Payments.............................   12
    Allocation of Purchase Payments.......................................   12
    Accumulation Units and Accumulation Unit Value........................   12
  Transactions............................................................   12
    Transfers.............................................................   12
    Changes in Allocation Instructions....................................   13
    Surrender Before Commencement of Annuity Period Deferment.............   13
    Deferment.............................................................   14
    Confirmations.........................................................   14
  Deductions and Expenses.................................................   14
    Annual Maintenance Charge.............................................   14
    Mortality and Expense Risk Fee........................................   14
      Annuity Alternatives................................................   14
    Surrender Charge(s)...................................................   15
      Annuity Alternatives 2..............................................   15
      Annuity Alternatives................................................   15
    Operating Expenses of the Horace Mann Mutual Funds....................   15
    Premium Taxes.........................................................   15
  Death Benefit Proceeds..................................................   15
  Mandatory Minimum Distribution..........................................   15
  Income Payments.........................................................   16
    Income Payment Options................................................   16
    Amount of Fixed and Variable Income Payments..........................   17
  Misstatement of Age.....................................................   18
  Modification of the Contract............................................   18
Tax Consequences..........................................................   18
  Separate Account........................................................   18
  Contract Owners.........................................................   18
    Contributions.........................................................   18
    Distributions Under Qualified Contracts...............................   19
    Penalty Tax...........................................................   19
Voting Rights.............................................................   19
Other Information.........................................................   20
Additional Information....................................................   20
Non-qualified Prospectus..................................................  B-1
</TABLE>

   THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF, OR SOLICITATION OF AN
OFFER TO ACQUIRE, ANY INTEREST OR PARTICIPATION IN THE CONTRACTS OFFERED BY
THIS PROSPECTUS IN ANY STATE TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION IN SUCH STATE.

                                      A-2
<PAGE>

Definitions
- -------------------------------------------------------------------------------

   Account: Horace Mann Life Insurance Company Separate Account, a segregated
variable investment account consisting of nine subaccounts each of which
invests in the corresponding portfolio of the Horace Mann Mutual Funds or the
Wilshire Target Funds, Inc. The Account was established by Horace Mann Life
Insurance Company under Illinois law and registered as a unit investment trust
under the Investment Company Act of 1940.

   Accumulation Unit: A unit of measurement used to determine the value of a
contract owner's interest in a subaccount before income payments begin.

   Annuitant: The recipient of income payments.

   Annuity Period: The period during which income payments are made to the
annuitant or the last surviving joint annuitant, if any.

   Annuity Unit: A unit of measurement used in determining the amount of
variable income payment during the annuity period.

   Certificate: Each participant under a group contract is issued a
certificate summarizing the provisions of the contract and showing
participation in the retirement plan adopted by the contract owner.

   Contract: This Prospectus offers combination fixed and variable annuity
contracts to individuals as single premium contracts and to both individuals
and groups as flexible premium contracts. The term "contract" in this
prospectus generally will be used to describe contracts issued to individuals
and certificates issued to participants in a group plan.

   Contract Owner: The individual or entity to whom the contract is issued.
Under a group contract, all references to the contract owner refer to the
participant in a group plan.

   Contract Year: A year measured from the date a contract (or a certificate)
was issued to an individual contract owner (or a participant) and each
anniversary of this date.

   HM Funds: The Horace Mann Mutual Funds ("Trust") consist of seven
portfolios: Equity Fund, Balanced Fund, Income Fund, Short-Term Investment
Fund ("Short-Term Fund"), Small Cap Growth Fund, International Equity Fund and
Socially Responsible Fund. The Trust is an open-end, diversified, management
investment company registered under the Investment Company Act of 1940.

   Wilshire Funds: The two portfolios of the Wilshire Target Funds, Inc.
offered include: Wilshire Large Company Growth Portfolio and the Wilshire 5000
Index Portfolio. Wilshire Target Funds, Inc. is an open-end, management
investment company registered under the Investment Company Act of 1940.

   Income Payments: A series of payments that may be for life; for life with a
guaranteed number of payments; for the joint lifetimes of the annuitant and
another person, and thereafter, during the lifetime of the survivor; or for
some fixed period. A fixed annuity provides a series of payments that will be
substantially equal in amount throughout the annuity payout period. A fixed
annuity does not participate in the investment experience of any subaccount. A
variable annuity provides a series of payments that vary in amount depending
upon the investment experience of the subaccount(s) selected by the contract
owner.

   Maturity Date: The date income payments begin. The individual contracts
offered by this prospectus describe the criteria for determining maturity
dates.

   In addition, tax qualified plans often place certain limitations upon
election of a maturity date. Generally, distributions under tax qualified
plans must begin by April 1 following the calendar year in which the contract
owner or participant reaches age 70 1/2. See "The Contract--Mandatory Minimum
Distribution."

   Net Purchase Payment: The balance of each purchase payment received by
Horace Mann Life Insurance Company after deducting any applicable premium
taxes, or the balance of any transfer amount from other subaccounts after
applicable charges, or dividends reinvested after applicable charges.

   Participant: A person to whom a certificate showing participation under a
group contract has been issued.

   Qualified Plan: A tax-sheltered annuity as defined in Section 403(b) or a
simplified employee pension plan as defined in Section 408(k) of the Internal
Revenue Code ("IRC"). IRAs as defined in Section 408 could be qualified in
some situations.

   Subaccount: A division of the Separate Account of Horace Mann Life
Insurance Company which invests in shares of the corresponding portfolio of
the HM Funds or the Wilshire Funds.

   Surrender Charge: (a contingent deferred sales charge) An amount kept by
Horace Mann Life Insurance Company if a withdrawal is made or if the contract
is surrendered. The charge is intended to compensate Horace Mann Life
Insurance Company for the cost of selling the product.

   Valuation Date: The valuation date ends at 3:00 p.m. central time. No
valuations are made for any day that the New York Stock Exchange is closed and
for 2000 no valuations are made for July 3rd or the day after Thanksgiving.

   Valuation Period: The period from the end of a valuation date to the end of
the next valuation date, excluding the day the period begins and including the
day it ends.

                                      A-3
<PAGE>

Summary
- -------------------------------------------------------------------------------
   This summary is intended to provide a brief overview of the more
significant aspects of the contract. Further information can be found in this
Prospectus, the HMLIC Separate Account Statement of Additional Information,
and the contract. This Prospectus is intended to serve as a disclosure
document for the variable portion of the contracts only. As used in this
prospectus, "variable" means that value varies based on the investment
performance of the subaccount selected. For information regarding the fixed
portion, refer to the Contract.

   Detailed information about the HM Funds is contained in the HM Funds'
Prospectus which immediately follows the HMLIC Separate Account Non-qualified
Annuity Prospectus. Additional information about the HM Funds can be found in
the HM Fund's Statement of Additional Information. Detailed information about
the Wilshire Funds is contained in the Wilshire Funds' Prospectus which must
accompany this Prospectus. Additional information about the Wilshire Funds can
be found in the Wilshire Funds Statement of Additional Information.

   The expenses for both the HM Funds and Wilshire Funds, including advisory
and management fees, are found in the Table of Annual Operating Expenses shown
on page 6 of this Summary.

What is "the Separate Account"?
   The Horace Mann Life Insurance Company Separate Account (the "Account")
segregates assets dedicated to the variable portion of the combination fixed
and variable contracts offered herein. The account is registered with the
Securities and Exchange Commission under the Investment Company Act of 1940 as
a unit investment trust. The account consists of nine subaccounts, each
investing in shares of the corresponding portfolio of either the HM Funds;
Equity Fund, Balanced Fund, Income Fund, Short-Term Investment Fund, Small Cap
Growth Fund, International Equity Fund, and Socially Responsible Fund or the
Wilshire Funds; Wilshire 5000 Index Portfolio and Wilshire Large Company
Growth Portfolio.

Who may purchase a Horace Mann Annuity offered by this Prospectus?

   Individuals, as well as groups, may purchase the combination fixed and
variable flexible premium annuity. Individuals may also purchase the single
premium plan. The contracts offered by this prospectus are designed to provide
retirement benefits in connection with Section 403(b) Annuities, Individual
Retirement Annuities ("IRAs"), Roth IRAs, and Simplified Employee Pension
Plans ("SEPs").

   The contract is offered and sold by HMLIC through its licensed life
insurance sales personnel. These insurance sales personnel are registered
representatives of Horace Mann Investors, Inc. ("HM Investors"). HM Investors
is a broker/dealer registered under the Securities and Exchange Act of 1934.
HMLIC has entered into a distribution agreement with HM Investors. HM
Investors, is a member of the National Association of Securities Dealers, Inc.
("NASD").

Is there a minimum Purchase Payment?
   The minimum annual purchase payment under a flexible premium contract
during any contract year is $225. Certain Individual Flexible Premium
contracts may have larger minimums. The minimum purchase payment under a
single premium contract is $2,000. Contract owners may elect to allocate all
or part of the net purchase payments to one or more subaccount(s). The minimum
purchase payment allocated to any subaccount within any given contract year
must equal or exceed $100. No purchase payments are required after the first
contract year. Under certain group plans the minimum may be reduced or
eliminated.

What are my investment choices?
   (a) Separate Account

   Includes nine subaccounts each of which invests in one of the following
funds:

HM Funds
   Equity Fund--a fund investing primarily in common stocks of domestic
companies (previously known as the Growth Fund).

   Balanced Fund--a fund investing indirectly in a mix of common stocks, debt
securities and money market instruments through investments in the Equity Fund
and the Income Fund.

   Income Fund--a fund investing primarily in investment grade debt
securities.

   Short-Term Investment Fund--a fund investing in short-term debt
instruments.

   Small Cap Growth Fund--a fund investing primarily in small cap equity
securities with earnings growth potential.

   International Equity Fund--a fund investing in marketable foreign equity
securities.

   Socially Responsible Fund--a fund investing primarily in marketable equity
securities of United States chartered companies which are determined to be
socially responsible pursuant to criteria set forth in the HM Funds
Prospectus.

Wilshire Funds
   Wilshire 5000 Index Portfolio--a fund designed to replicate as closely as
possible the performance of the Wilshire 5000 Index before the deduction of
fund expenses.

   Wilshire Large Company Growth Portfolio--a fund that focuses on the large
company growth segment of the U.S. equity market and invests in companies with
relatively high earnings, return on equity and sales growth.

                                      A-4
<PAGE>

   (b) Fixed Account (See the Contract)

   At anytime before the contract's maturity date, amounts may be transferred
from one subaccount to another, and to and from the fixed account of the
contract. Transfers from the fixed account of the contract into a subaccount
could be subject to certain charges if the transferred amount is withdrawn or
surrendered. The minimum amount that can be transferred is $100 or the entire
dollar value of the subaccount(s), whichever is less. For complete details see
"The Contract--Transactions--Transfers."

May I withdraw all or part of the Contract value before the Maturity Date?
   Unless restricted by his or her retirement plan or by the Internal Revenue
Code ("IRC"), a contract owner may at any time before the maturity date
surrender his or her contract in whole or withdraw in part for cash. Partial
withdrawals are subject to a $100 minimum. Each surrender or partial
withdrawal is processed on the basis of the net asset value of an accumulation
unit of the subaccount(s) from which the value is being surrendered or
withdrawn. Surrenders and withdrawals may be subject to surrender charges as
described in "Deductions and Expenses--Surrender Charges".

What are the charges or deductions?
   Contracts may be subject to deductions for applicable state or local
government premium taxes. Premium taxes presently range from 0 to 3.5%.

   A mortality and expense risk fee (M&E Fee), computed and accrued weekly, is
deducted from the account value. This fee will not exceed 1.25% of the
contract owner's average value in a subaccount on an annual basis but may be
lower on some group plans and certain individual flexible premium products.

   A fixed annual maintenance charge of $25 is assessed against the contract
on each anniversary, unless the contract value equals or exceeds $10,000, in
which case such charge is waived. This charge may be waived or lowered on
certain group plans. Certain individual flexible premium products do not
include this charge.

   No deduction for sales expense is charged on purchase payments, but a
decreasing surrender charge is assessed against certain withdrawals and
surrenders during the first five or eight contract years depending on the
contract you purchase. The charge may be lower on certain individual and group
plans. In the first contract year the charge is 8% for the Flexible Premium
Contract and 5% for the Single Premium Contract. The charge is taken from the
contract owner's value in the subaccount(s) from which the withdrawal is made.
In no event will the charges exceed 8.5% of the net purchases payments to the
subaccount(s). See "The Contract--Transactions--Surrender Before Commencement
of Annuity Period."

What are the federal income tax consequences of investing in this contract?
   The IRC provides penalties for premature distributions under various
retirement plans. Values may not be withdrawn from Section 403(b) contracts
except under certain circumstances. See "Tax Consequences." This contract
might not be suitable for short-term investment. See "The Contract--
Transactions--Surrender Before Commencement of Annuity Period."

If I receive my Contract and am dissatisfied, may I return it?
   Subject to various state insurance laws, generally the contract owner may
return the contract to HMLIC within 30 days of receipt of the contract. The
market value of the assets purchased by payments paid to the account, less any
taxes, if applicable, will be refunded.

When can I begin receiving Income Payments, and what options are available?
   Payments will begin on the maturity date selected by the contract owner.
Variable income payments are made in monthly installments. A lump sum payment
may be made if the total contract value is less than $2,000 or if monthly
income payments at the maturity date would be less than $20. An optional
maturity date and various income payment options are available under the
contract.

   Income payments may be fixed or variable or a combination of fixed and
variable payments. The following options are available for receiving Income
Payments:

  Life Annuity with or without Certain Period, Joint and Survivor Life
  Annuity, Income for Fixed Period, Income for Fixed Amount, and Interest
  Income Payments.

                                      A-5
<PAGE>

Table of Annual Operating Expenses
- -------------------------------------------------------------------------------

   The following is a summary of costs and expenses borne by the Contract
Owner in connection with an investment in the account. A contract owner who
invests in the Fixed Account would be subject to the annual maintenance charge
and surrender charges.

Horace Mann Life Insurance Company Separate Account Contract Owner Transaction
Expenses:(/1/)
<TABLE>
<S>                                                                      <C>
  Maximum Surrender Charge as a percentage of amount surrendered(/2/)
    --for Single Payment Contracts...................................... 5.00%
    --for Flexible Premium Contracts.................................... 8.00%

Annual Maintenance Charge(/3/)..........................................   $25

Separate Account annual expenses, as a percentage of average account
 value:
  Mortality Risk........................................................ 0.45%
  Expense Risk.......................................................... 0.80%
Total Separate Account M&E Fee.......................................... 1.25%
</TABLE>

Mutual Funds
   Annual Operating Expenses of the HM Mutual Funds and Wilshire Funds, as a
percentage of average daily net assets:

<TABLE>
<CAPTION>
                                                                    Inter-
                                                Short-   Small Cap national   Socially                        Wilshire Lg.
                  Equity   Balanced   Income     Term     Growth    Equity   Responsible    Wilshire 5000      Co. Growth
                 Fund(/4/) Fund(/4/) Fund(/4/) Fund(/4/) Fund(/4/) Fund(/4/)  Fund(/4/)  Portfolio(/5/)(/7/) Portfolio(/5/)
                 --------- --------- --------- --------- --------- --------- ----------- ------------------- --------------
<S>              <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>                 <C>
Management
 Fee(/6/).......   0.64%     0.64%     0.64%     0.37%     1.39%     1.09%      0.94%           0.10%            0.25%
Other Expenses..   0.18%     0.18%     0.43%     1.58%     0.53%     0.67%      0.22%           0.25%            0.35%
                   -----     -----     -----     -----     -----     -----      -----           -----            -----
Total Fund
 Operating
 Expense........   0.82%     0.82%     1.07%     1.95%     1.71%     1.76%      1.16%           0.35%            0.60%
</TABLE>

(/1/)Premium taxes, currently ranging between 0 and 3.5%, are not included.
The rate of the premium tax varies depending upon the state of residence, and
not all states impose premium taxes. Also, depending on the state, taxes are
deducted at the time of purchase or are levied at annuitization.

(/2/)In some cases, the surrender charge does not apply. See "The Contract--
Transactions--Surrender Before Commencement of Annuity Period."

(/3/)The annual maintenance charge equals $25 per year, unless the contract
value equals or exceeds $10,000 at each anniversary. The annual maintenance
charge is not deducted after the maturity date. This charge may be reduced or
eliminated on certain individual contracts and group plans.

(/4/)The Other Expenses for the HM Funds are shown based on actual amounts for
the fiscal year ended December 31, 1999 except for the Support Services
agreement which went into effect March 1, 1999 which is reflected at the
contractual amount for the full calendar year. The subadvisers seek the best
price and execution on each transaction an negotiate commission rates solely
on the execution requirements of each trade. Occasionally, they place, under a
directed brokerage arrangement, common stock trades with a broker/dealer who
credits to the HM Funds part of the commissions paid(Commission Credits).
Horace Mann Investors, voluntarily waived a portion of its Management Fee on
the Short-Term Fund and subsidized specific expenses for certain funds during
1999. The Fund's advisor, Wilshire Associates, Inc. waived a portion of its
advisory fee during 1999 for each fund. With these waivers, commission credits
or subsidization the management Fee, Other Expenses and Total Fund Operating
Expenses, respectively, were: 0.64%, 0.16% and 0.80% for the Equity Fund;
0.64%, 0.16% and 0.80% for the Balanced Fund; 0.64%, 0.43% and 1.07% for the
Income Fund; 0.37%, 1.26% and 1.63% for the Short-Term Fund; 1.39%, 0.23% and
1.62% for the Small Cap Fund; 1.09%, 0.28% and 1.37% for the International
Fund; and 0.94%, 0.16% and 1.10% for the Socially Responsible Fund.

(/5/)The Total Expenses for the Wilshire Funds are based on the Calendar year
1999 and are unaudited, Wilshire Funds fiscal year ends on August 31.

(/6/)The "Management Fees" include both the advisory fee payable to Wilshire
Associates, Inc. and the administration fee payable to Horace Mann Investors,
Inc for the HM Funds.

(/7/)Wilshire Associates, Inc. has agreed to reimburse expenses to maintain
the Portfolios total expenses (other than 12(b)-1 fees) at 0.35% of the
Portfolios average daily net assets until at least September 30, 2000 ,
subject to later recoupment. Without this agreement the "other expenses" would
be 0.42% and "Total Fund operating expenses" would be 0.67%.

                                      A-6
<PAGE>

Example(/1/)
- -------

<TABLE>
<CAPTION>
                                                              Inter-              Wilshire Wilshire
                                                Short- Small national  Socially     5000    Lg. Co.
                         Equity Balanced Income  Term   Cap   Equity  Responsible  Index    Growth
                          Fund    Fund    Fund   Fund  Fund    Fund      Fund       Fund   Portfolio
                         ------ -------- ------ ------ ----- -------- ----------- -------- ---------
For Flexible Payment
Contracts
- --------------------
<S>                      <C>    <C>      <C>    <C>    <C>   <C>      <C>         <C>      <C>
If you surrender your
Contract at the end of
the applicable time
period:
You would pay the
following expenses on a
$1,000 investment,
assuming 5% annual
return on assets:
  1 year                  104     104     106    114    112    113        107       141       124
  3 years                 143     143     150    174    168    169        153       257       204
  5 years                 184     184     196    236    225    228        200       380       288
  10 years                247     247     273    357    335    339        282       669       472
If you do not surrender
your Contract:
You would pay the
following expenses on a
$1,000 investment,
assuming 5% annual
return on assets:
  1 year                   22      22      24     33     31     31         25        58        41
  3 years                  67      67      75    101     94     95         77       180       127
  5 years                 115     115     128    171    159    162        132       309       219
  10 years                247     247     273    357    335    339        282       669       472
<CAPTION>
For Single Payment
Contracts
- ------------------
<S>                      <C>    <C>      <C>    <C>    <C>   <C>      <C>         <C>      <C>
If you surrender your
Contract at the end of
the applicable time
period:
You would pay the
following expenses on a
$1,000 investment,
assuming 5% annual
return on assets:
  1 year                   73      73      76     84     82     82         76       110        93
  3 years                 100     100     107    132    125    127        110       213       160
  5 years                 126     126     139    182    170    173        143       321       230
  10 years                247     247     273    357    335    339        282       669       472
If you do not surrender
your Contract:
You would pay the
following expenses on a
$1,000 investment,
assuming 5% annual
return on assets:
  1 year                   22      22      24     33     31     31         25        58        41
  3 years                  67      67      75    101     94     95         77       180       127
  5 years                 115     115     128    171    159    162        132       309       289
  10 years                247     247     273    357    335    339        282       669       472
</TABLE>

(/1/)The Example should not be considered a representation of past or future
expenses. Amounts shown are based on the "Total Expenses" shown on the fee
table and average cash value of the average number of annuity contracts in the
accumulation phase during the 1999 calendar year. Actual expenses may by
greater or less than those shown. There is no assumption for premium taxes,
applicable in certain states, in these examples.

  THE PURPOSE OF THE TABLE IS TO ASSIST CONTRACT OWNERS IN UNDERSTANDING THE
                                    VARIOUS
 COSTS AND EXPENSES THAT THEY BEAR DIRECTLY OR INDIRECTLY. THE TABLE REFLECTS
      EXPENSES OF THE SEPARATE ACCOUNT AS WELL AS THOSE OF THE UNDERLYING
              FUNDS. SEE "THE CONTRACT--DEDUCTIONS AND EXPENSES."

                                      A-7
<PAGE>

Condensed Financial Information
- -------------------------------------------------------------------------------

   The following information is taken from the Separate Account financial
statements and is covered by the report of the Separate Account Independent
Auditors. A copy of the financial statements and reports are contained in the
Annual Report for the Separate Account and are incorporated herein by
reference and may be obtained by calling or writing Horace Mann Life Insurance
Company. The Small Cap Growth Fund, International Equity Fund and Socially
Responsible Fund each commenced operations on March 10, 1997. The Wilshire
5000 Index Portfolio and the Wilshire Large Company Growth Portfolio
subaccounts were added to the Separate Account on May 1, 2000.

<TABLE>
<CAPTION>
                                  Accumulation Accumulation   # Units
                                   Unit Value   Unit Value  Outstanding
        Account                   Beginning of    End of      End of
        Division       Year Ended    Period       Period      Period
        --------       ---------- ------------ ------------ -----------
        <S>            <C>        <C>          <C>          <C>
        Equity Fund     12/31/99     $24.34       $21.92    23,495,939
                        12/31/98      25.66        24.34    22,401,337
                        12/31/97      23.76        25.66    18,317,985
                        12/31/96      21.66        23.76    13,503,527
                        12/31/95      17.64        21.66     9,499,642
                        12/31/94      19.85        17.64     7,444,937
                        12/31/93      19.49        19.85     5,271,528
                        12/31/92      19.15        19.49     3,847,269
                        12/31/91      16.64        19.15     3,244,626
                        12/31/90      18.88        16.64     2,748,244
                        12/31/89      17.30        18.88     2,349,405

        Balanced Fund   12/31/99     $18.90       $17.27    22,591,194
                        12/31/98      19.82        18.90    21,781,222
                        12/31/97      18.94        19.82    18,709,483
                        12/31/96      18.00        18.94    15,151,785
                        12/31/95      15.26        18.00    12,085,917
                        12/31/94      16.72        15.26    10,010,131
                        12/31/93      16.22        16.72     7,470,133
                        12/31/92      15.91        16.22     5,352,185
                        12/31/91      14.19        15.91     4,274,088
                        12/31/90      15.10        14.19     3,528,857
                        12/31/89      13.48        15.10     2,697,026

        Income Fund     12/31/99     $13.24       $12.24     1,032,770
                        12/31/98      13.00        13.24     1,006,166
                        12/31/97      12.69        13.00       718,041
                        12/31/96      13.03        12.69       817,803
                        12/31/95      12.02        13.03       776,272
                        12/31/94      13.06        12.02       746,535
                        12/31/93      12.95        13.06       694,843
                        12/31/92      12.92        12.95       566,223
                        12/31/91      12.26        12.92       473,423
                        12/31/90      12.35        12.26       415,716
                        12/31/89      11.64        12.35       346,639
</TABLE>


                                      A-8
<PAGE>

<TABLE>
<CAPTION>
                                          Accumulation Accumulation   # Units
                                           Unit Value   Unit Value  Outstanding
                                          Beginning of    End of      End of
                               Year Ended    Period       Period      Period
                               ---------- ------------ ------------ -----------
        <S>                    <C>        <C>          <C>          <C>
        Short-Term Fund         12/31/99     $ 9.98       $ 9.89       143,624
                                12/31/98       9.99         9.98       125,460
                                12/31/97      10.03         9.99       114,103
                                12/31/96      10.00        10.03       112,004
                                12/31/95      10.08        10.00        95,982
                                12/31/94      10.07        10.08       103,526
                                12/31/93      10.09        10.07       106,595
                                12/31/92      10.10        10.09        99,345
                                12/31/91      10.37        10.10        94,194
                                12/31/90      10.73        10.37       106,548
                                12/31/89      10.49        10.73        96,997

        Small Cap Growth Fund   12/31/99     $12.38       $19.76     2,731,955
                                12/31/98      11.70        12.38     2,063,019
                                12/31/97      10.00        11.70     1,219,124

        International Equity
         Fund                   12/31/99     $12.13       $17.52     1,298,573
                                12/31/98      10.27        12.13       758,622
                                12/31/97      10.00        10.27       451,401

        Socially Responsible
         Fund                   12/31/99     $12.99       $13.81     4,001,791
                                12/31/98      12.10        12.99     2,513,258
                                12/31/97      10.00        12.10       692,571
</TABLE>

   Accumulation unit values shown above are reduced annually for dividend
distributions from each underlying mutual fund. Dividend distributions are
used to purchase additional accumulation units.

   Financial statements of the Account and of HMLIC are available with the
Statement of Additional Information. A copy of the Statement of Additional
Information and of the financial statements may be obtained without charge by
mailing a written request to Horace Mann Life Insurance Company, P.O. Box
4657, Springfield, Illinois 62708-4657, by sending a telefacsimile (FAX)
transmission request to (217) 535-7123, or by telephoning (217) 789-2500 or
(800) 999-1030 (toll-free).

   From time to time the account may advertise total return for the
subaccount. Total return may be used for all nine subaccounts. Total return
performance figures represent past performance and are not intended to
indicate future performance. Investment return and the principal value of an
investment may fluctuate. A contract owner's shares, when redeemed, may be
worth more or less than their original cost. Total return is computed by
finding the average annual compounded rate of return that would equate the
initial amount invested to the ending redeemable value.

   To the extent required, all charges shown in the Table of Annual Operating
Expenses are reflected in the calculations of the performance figures. Because
the median contract value exceeds $10,000, the annual maintenance charge of
$25 has not been deducted. However, contracts with a value of less than
$10,000 would be subject to the annual maintenance fee, which would reduce
performance. Total return may be calculated to reflect the fact that certain
expenses have been reimbursed or waived. In addition, total return
calculations assume redemption at the end of the stated period and, therefore,
reflect the applicable surrender charge. However, comparative figures may be
presented that do not assume redemption.

                                      A-9
<PAGE>

Horace Mann Life Insurance Company,
The Account and
The Underlying Mutual Funds

Horace Mann Life Insurance Company
   Horace Mann Life Insurance Company ("HMLIC") located at One Horace Mann
Plaza, Springfield, Illinois 62715-0001, is an Illinois stock life insurance
company organized in 1949. HMLIC is licensed to do business in 48 states and
in the District of Columbia. HMLIC writes individual and group life insurance
and annuity contracts on a nonparticipating basis.

   HMLIC is an indirect wholly-owned subsidiary of Horace Mann Educators
Corporation ("HMEC"), a publicly-held insurance holding company traded on the
New York Stock Exchange.

The Account
   On October 9, 1965, HMLIC established the account under Illinois law. The
account is registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940. The account and
each subaccount are administered and accounted for as a part of the business
of HMLIC. However, the income gains and losses, whether or not realized, of
each subaccount are credited to or charged against the amounts allocated to
that subaccount in accordance with the terms of the contracts without regard
to other income, gains or losses of the remaining subaccounts or of HMLIC. The
assets of the account may not be charged with liabilities arising out of any
other business of HMLIC. All obligations arising under the contracts,
including the promise to make income payments, are general corporate
obligations of HMLIC. Accordingly, all of HMLIC's assets are available to meet
its obligations and expenses under the contracts. While HMLIC is obligated to
make payments under the contracts, the amount of variable income payments are
not guaranteed since the payment amounts fluctuate in accordance with the
performance of the subaccounts.

   The account is divided into subaccounts. Horace Mann Life Insurance Company
uses the assets of each subaccount to buy shares of the underlying mutual
funds based on contract owner instructions.

The Underlying Mutual Funds.
   The following mutual funds are available for investment by the subaccounts
which are a part of the contracts offered in this prospectus.

HM Funds
   The HM Mutual Funds ("Trust") is an open-end, diversified, management
investment company registered under the Investment Company Act of 1940. The
Trust is made up of a series of portfolios ("HM Funds"). The Trust issues
shares of beneficial interest that are continually offered for sale. The HM
Funds, advised by Wilshire Associates Incorporated ("Wilshire"), invest in
securities of different issuers and industry classifications in an attempt to
spread and reduce the risks inherent in all investing. Wilshire has entered
into an agreement with investment subadviser(s) for each of the HM Funds
whereby the subadviser(s) manage the investment and reinvestment of the assets
of a fund.

   The primary investment objective of the Equity Fund is long-term capital
growth; conservation of principal and production of income are secondary
objectives. The Equity Fund invests substantially all of its assets in common
stocks of domestic companies. Wellington Management Company, LLP ("Wellington
Management"), Sanford C. Bernstein and Co., Inc. ("Sanford Bernstein") and
Mellon Equity Associates, LLP ("Mellon Equity") serve as the investment
subadvisers to the Equity Fund. This fund was referred to as the Growth Fund
prior to May 1, 2000.

   The primary investment objective of the Balanced Fund is to realize high
long-term total rate of return consistent with prudent investment risks. The
Balanced Fund's assets are invested in a mix of common stocks, debt securities
and money market instruments through investments in the Equity Fund and Income
Fund.

   The primary investment objective of the Income Fund is to achieve a long-
term total rate of return in excess of the U.S. bond market over a full market
cycle. The Income Fund invests primarily in U.S. investment grade fixed income
securities. Wellington Management, Western Asset Management Company, and
Western Asset Management Limited (WAML) serve as the investment subadvisers to
the Income Fund.

   The primary investment objective of the Short-Term Fund is to realize
maximum current income to the extent consistent with liquidity. Preservation
of principal is a secondary objective. The Short-Term Fund attempts to realize
its objectives through investments in short-term debt instruments; it is not a
money market fund and does not maintain a stable net asset value per share.
Wellington Management serves as the investment subadviser to the Short-Term
Fund.

   The investment objective of the Small Cap Growth Fund is long-term capital
appreciation through small cap stocks with earnings growth potential. The
Small Cap Growth Fund invests primarily in small cap stocks, which the
subadviser considers to have favorable and above-average earnings growth
prospects. Accordingly, their stock prices may rise faster, but can also
decline more in unfavorable business climates. As a result of these "higher
highs" and "lower lows," they are more volatile. BlackRock Financial
Management, Inc. ("BlackRock") serves as investment subadviser to the Small
Cap Growth Fund.

   The primary investment objective of the International Equity Fund is long
term capital growth primarily through diversified holding of marketable
foreign equity investments. The International Equity Fund invests primarily in
equity securities of established companies, listed on foreign exchanges, which
the subadviser believes have favorable characteristics. It may also invest in
fixed income securities of foreign governments and companies. Investing in
foreign securities may involve a greater degree of risk than investing in
domestic securities due to the possibility of currency fluctuations, more

                                     A-10
<PAGE>

volatile markets, less securities regulation and political instability.
Scudder Kemper Investments, Inc. ("Scudder Kemper") serves as the investment
subadviser to the International Equity Fund.

   The investment objective of the Socially Responsible Fund is long-term
growth of capital, current income and growth of income. The Socially
Responsible Fund invests primarily in marketable equity securities (including
common stocks, preferred stocks, and debt securities convertible into common
stocks of seasoned financially strong U.S.-based companies). Investments in
equity securities are limited to issuers which the subadviser determines:

     1.Do not produce tobacco products;

     2.Do not produce alcoholic beverages;

    3. Do not own and/or operate casinos or manufacture gaming devices;

     4.Do not produce pornographic materials;

    5. Do not produce nuclear weapons or guidance and/or delivery systems,
       specifically for nuclear weapons;

    6. By popular standards, maintain non-discriminatory employment
       practices throughout a company's facilities; and

    7. By popular standards, maintain environmental policies, practices and
       procedures which are currently acceptable, or which are exhibiting
       improvement.

   Because this fund invests in companies with socially responsible business
practices, it has limitations that may have an impact on performance. Scudder
Kemper serves as the investment subadviser to the Socially Responsible Fund.

   Detailed information on the HM Funds is contained in the HM Funds'
Prospectus which accompanies this Prospectus.

Wilshire Funds
   Wilshire Target Funds, Inc (Wilshire Funds), is an open-end, management
investment company registered under the Investment Company Act of 1940. The
Wilshire Funds are made up of a series of portfolios. The Wilshire Funds
issues shares that are continually offered for sale. The Wilshire Funds are
advised by Wilshire Associates Incorporated.

   The investment objective of the Wilshire Large Company Growth Portfolio is
to provide investment results of a portfolio of publicly traded common stocks
of companies in the large company growth sub-category of the Wilshire 5000
Index. The Wilshire Large Company Growth Portfolio focuses on the large
company segment of the U.S. equity market and invests in companies with above
average earnings and sales growth. Typically such companies will have above
average price/book ratios. The Wilshire Large Company Growth Portfolio
primarily invests in stocks of companies with the largest market
capitalization (extending down to $2.1 billion). Because this fund invests in
large growth style companies it may be more volatile than a fund that invests
in a broader market segment.

   The investment objective of the Wilshire 5000 Index Portfolio is to
replicate as closely as possible the performance of the Wilshire 5000 Index
before the deduction of fund expenses. This Portfolio is an index fund and
primarily invests in the common stocks of companies included in the Index that
are representative of the entire Index. The Wilshire 5000 Index Portfolio
normally holds stocks representing at least 90% of the total market value of
the Index. Since the Portfolio does not invest in all of the stocks included
in the Index it may be more volatile than the Index.

   Detailed information on the Wilshire Funds is contained in the Wilshire
Target Funds Prospectus which accompanies this Prospectus if you are
purchasing a qualified annuity contract.

Administrator: Horace Mann Investors, Inc.

   HM Investors, a wholly-owned subsidiary of Horace Mann Educators
Corporation which is the indirect owner of Horace Mann Life Insurance Company
("HMLIC"), serves as administrator to the HM Funds pursuant to an
Administration Agreement dated March 1, 1999 with the Trust (the
"Administration Agreement"). HM Investors provides for the management of the
business affairs of each HM Fund, including, but not limited to, office space,
secretarial and clerical services, bookkeeping services, wire and telephone
communications services, and other similar services necessary for the proper
management of each HM Fund's business affairs. Under the current
administration agreement, the HM Funds agree to assume and pay the charges and
expenses of its operations, including, by way of example, the compensation of
Trustees other than those affiliated with HM Investors, charges and expenses
of independent auditors, of legal counsel, of any transfer or dividend
disbursing agent, of the custodian, all costs of acquiring and disposing of
portfolio securities, interest, if any, on obligations incurred by the HM
Funds, reports and notices to shareholders, other like miscellaneous expenses,
and all taxes and fees to federal, state, or other governmental agencies.

   For the services and facilities furnished to the HM Funds, HM Investors
receives a fee based upon the combined assets of the HM Funds as follows:
0.25% of the first $1 billion of assets and 0.20% of assets in excess of $1
billion. An administration fee is charged directly against all assets in the
Balanced Fund. However, in order to avoid duplication of charges under the
fund of funds structure, HM Investors has indicated that it intends  to waive
the majority of the administrative fees charged to the Balanced Fund directly.
In addition, Balanced Fund shareholders will indirectly pay the administration
fee of the assets invested in the Equity Fund and Income Fund under the fund
of funds structure. Therefore, the aggregate administration fees directly and
indirectly borne by shareholders of the Balanced Fund will be higher than the
fees shareholders would bear if they invested directly in the Equity and
Income Fund.
                                     A-11
<PAGE>

The Contract

Contract Owners' Rights
   A Contract may be issued under a retirement plan on a qualified basis as
defined in the IRC. Qualified contracts are subject to certain tax
restrictions. See "Tax Consequences."

   To participate in a qualified plan, the contract owner may be required to
forego certain rights granted by the contract and should refer to the
provisions of his or her contract, the provisions of the plan or trust
instrument, and/or applicable provisions of the IRC.

   Unless otherwise provided by law, and subject to the terms of any governing
plan or trust, the contract owner may exercise all privileges of ownership, as
defined in the contract, without the consent of any other person. These
privileges include the right during the period specified in the contract to
change the beneficiary designated in the contract, to designate a payee and to
agree to a modification of the contract terms.

   This prospectus describes only the variable portions of the contract. On
the maturity date, the contract owner has certain rights to acquire fixed
annuity payout options. See the contract for details regarding fixed income
payments.

Purchasing the Contract

   The contract is offered and sold by HMLIC through its licensed life
insurance sales personnel who are also registered representatives of HM
Investors. HMLIC has entered into a distribution agreement with HM Investors,
principal underwriter of the Account. HM Investors, located at One Horace Mann
Plaza, Springfield, Illinois 62715-0001, is a broker-dealer registered under
the Securities Exchange Act of 1934. HM Investors is a member of the NASD and
is a wholly-owned subsidiary of Horace Mann Educators Corporation.

   In order to purchase a contract offered by this prospectus, an applicant
must complete an application bearing all requested signatures and a properly
endorsed suitability questionnaire. For a contract issued pursuant to Section
403(b) of the IRC, the applicant must sign an acknowledgment of the IRC
restrictions on withdrawals applicable to such contracts. For an IRA, Roth
IRA, SIMPLE or a contract issued under a SEP plan, the applicant must
acknowledge receipt of the IRA disclosure form.

   Applications for contracts are to be sent to HMLIC's Home Office. If an
incomplete application is received, HMLIC will promptly request that the
applicant furnish additional information needed to process the application.
The initial purchase payment will be held in a suspense account, without
interest, for a period not exceeding five business days. If the necessary
information is not received within these five business days HMLIC will return
the initial purchase payment, unless otherwise directed by the applicant.

   Sales commissions are paid by HMLIC. Sales commissions typically range from
2% to 6% of purchase payments received.

Purchase Payments
   Amount and Frequency of Purchase Payments--The minimum annual purchase
payment under a flexible premium contract is $225. Payments may be made in a
lump sum or installments. The minimum monthly purchase payment is $25. No
purchase payments are required after the first contract year. The minimum
purchase payment under a single premium contract is $2,000. Under certain
individual contracts and group plans the minimum may be reduced or eliminated.
In addition, some individual contracts require a minimum purchase payment of
$50,000, $100,000 or $250,000.

   The IRC limits the amounts which may be contributed to qualified plans. See
"Tax Consequence--Contract Owners Contributions."

   Allocation of Purchase Payments--All or part of the net purchase payments
made may be allocated to one or more subaccounts. The minimum purchase payment
amount allocated to any subaccount in any given contract year must equal or
exceed $100.

   Accumulation Units and Accumulation Unit Value--The number of accumulation
units purchased by net purchase payments is determined by dividing the dollar
amount credited to each subaccount by the applicable accumulation unit value
next determined following receipt of the payment by HMLIC. The value of an
accumulation unit is based on the investment experience of the underlying
Fund.

   Accumulation units are valued on each valuation date. The accumulation unit
value of each subaccount is equal to the net asset value of the underlying
Fund (computed by dividing the net assets of a mutual fund by the outstanding
number of mutual fund shares on each valuation date). Dividends declared by
the underlying Fund of each subaccount, net of applicable deductions and
charges, are used to purchase additional accumulation units. To the extent
that deductions and charges exceed dividends, accumulation units will be
surrendered. The accumulation unit value of the Equity Fund subaccount was
established at $16.87 on October 9, 1965. The accumulation unit value of the
Balanced Fund subaccount, Income Fund subaccount and Short-Term Funds
subaccount was established at $10.00 on February 1, 1983. The accumulation
unit value of the Small Cap Growth Fund subaccount, International Equity Fund
subaccount and Socially Responsible Fund subaccounts was established at $10.00
on March 10, 1997. The accumulation unit value of the Wilshire 5000 Index
Portfolio subaccount and the Wilshire Large Company Growth Portfolio
subaccount will be established on May 1, 2000.

Transactions
   Transfers--Amounts may be transferred from one subaccount to another, and
to and from the fixed account of the contract, prior to the maturity date.

                                     A-12
<PAGE>


   On Annuity Alternatives products for transfers from the fixed portion of
the contract into a subaccount the early withdrawal penalty is being waived.
If an amount transferred from the fixed account is surrendered or withdrawn
within 365 days, the amount transferred will be subject to the applicable
early withdrawal penalty as if the money had been withdrawn from the fixed
account. The penalty will not be charged if (1) the transfer occurred on a
Scheduled Update (renewal date) or (2) if the Scheduled Update occurred
between the transfer and withdrawal or surrender date(s).

   On Annuity Alternatives Plus products if you transfer money from the fixed
portion of the contract into a subaccount and withdraw or surrender within 365
days of the transfer you will be charged the early withdrawal penalty. The
early withdrawal penalty will not be charged if (1) the transfer occurred on a
Scheduled Update or (2) if the Scheduled Update occurred between the transfer
and withdrawal or surrender date(s).

   The minimum amount that can be transferred is $100 or the entire dollar
value of the subaccount(s), whichever is less.

   A contract owner may elect to transfer funds between subaccounts and the
fixed account by submitting a written request to Horace Mann Life Insurance
Company at P.O. Box 4657, Springfield, Illinois 62708-4657 or by calling (800)
999-1030. Telefacsimile (FAX) transmissions of the request also will be
accepted if sent to (217) 527-2307. The request must: (1) be signed by the
contract owner, or for telephone transactions, be made by the contract owner,
(2) include the name of the contract owner and the contract number, and (3)
specifically state either the dollar amount or the number of accumulation
units to be transferred. The request also must specify the subaccounts from
which and to which the transfer is to be made. Transfers are effective either
on a date specified in the request, provided that date falls on or after
receipt of the request at the Home Office, or on the first valuation date
following receipt of the request by the Home Office.

   Up to twelve transfers (not extending beyond a twelve month period) may be
pre-scheduled at any point in time. Transfers can be pre-scheduled by
following the procedures in the paragraph above. See "Other Information--Forms
Availability." If the contract owner decides to cancel a pre-scheduled
transfer arrangement, he or she must notify the Home Office either in writing
or by calling (800) 999-1030 or telefacsimile (FAX) (217) 527-2307 prior to
the next designated transfer date.

   Changes in Allocation Instructions--A contract owner may elect to change
the allocation of future net purchase payments at any time by mailing a
written request to Horace Mann Life Insurance Company at P.O. Box 4657,
Springfield, Illinois 62708-4657 or by calling (800) 999-1030. Telefacsimile
(FAX) transmissions of the request also will be accepted if sent to (217) 527-
2307. The request must: (1) be signed by the contract owner, (2) include the
contract owners's name and contract number, and (3) specify the new allocation
percentage for each subaccount. If allocations are made to the fixed portion
of the contract or to one or more subaccounts, the percentages must total
100%. Changes in allocation instructions are effective either on a date
specified in the request, provided that date falls on or after receipt of the
request in the Home Office, or on the first valuation date following receipt
of the request by the Home Office. See "Other Information--Forms
Availability."

   Surrender Before Commencement of Annuity Period--Values may not be
withdrawn from Section 403(b) contracts except under certain circumstances.
(See "Tax Consequences.") However, if not restricted by the IRC or applicable
retirement plan under which the contract is issued, a contract owner may
surrender the contract in whole or withdraw in part for cash before income
payments begin.

   The surrender or partial withdrawal value is determined on the basis of the
accumulation unit value next computed following the receipt of the request for
surrender or partial withdrawal in the Home Office. A surrender or partial
withdrawal may result in adverse federal income tax consequences to the
contract owner. These consequences include current taxation of payments
received, and may include penalties resulting from premature distribution. See
"Tax Consequences."

   A contract owner eligible to surrender or request a partial withdrawal may
elect to do so by submitting a signed, written request to Horace Mann Life
Insurance Company at its Home Office at P.O. Box 4657, Springfield, Illinois
62708-4657. A partial withdrawal request must be in a form acceptable by
HMLIC; telefaxsimile (FAX) transmissions of the request will be accepted if
the proceeds are sent to the Contract Owner. A surrender request must be in a
form acceptable by HMLIC; telefaxsimile (FAX) transmissions of the request
will not be accepted. See "Tax Consequences and Other Information--Forms
Availability."

   Partial withdrawals and surrenders will be processed either on a date
specified by you in a request, provided the date specified occurs on or after
receipt of the request at the Home Office, or on the first valuation date
following receipt of the request at the Home Office.

   Any partial withdrawal is subject to a $100 minimum and may not reduce the
contract owner's interest in a subaccount to less than $100. A complete
surrender may be made at any time, unless otherwise restricted by the
retirement plan or the IRC.

   Surrenders and partial withdrawals from any variable subaccount are subject
to the surrender charges shown in "Deductions and Expenses--Surrender
Charges".

   HMLIC surrender charges are applied to the withdrawals based on the date
the account is opened and not on the date the purchase payment is paid. Under
certain group plans the surrender charges may be reduced.
                                     A-13
<PAGE>

   Partial withdrawals may be made without charge if (1) the withdrawal does
not exceed 15% of the contract value; and (2) the contract has been in force
for two or more contract years; and (3) more than twelve months have passed
since the date of the last partial withdrawal. Contract value is computed on
the first valuation date following receipt of the request in good form by the
Home Office. If all three conditions are not met, partial withdrawals may be
subject to surrender charges.

   Any request for partial withdrawal, where the withdrawal is subject to a
surrender charge, will be increased by the amount of the surrender charge. For
example, a request to withdraw $3,000 at a 4% surrender charge will require a
withdrawal of $3,125. This withdrawal represents a cash distribution of $3,000
and a surrender charge of $125. Any taxes withheld will reduce the dollar
amount of the distribution.

   The surrender charge is assessed on the basis of the amount surrendered or
withdrawn from the subaccount(s), but will never exceed 8.5% of net purchase
payment(s) to a subaccount during the lifetime of the contract. For example,
if a contract owner's subaccount value is $12,000 and net purchase payments to
date equal $10,000 and the contract owner withdraws $2,000 (i.e., one sixth of
the subaccount value), then the surrender charge may not exceed 8.5% of
$1,666.66 (one sixth of the purchase payment(s) to which the withdrawal
relates).

   If premium taxes are deducted prior to surrender or partial withdrawal, any
reduction of HMLIC's premium tax liability due to the surrender or partial
withdrawal will be to HMLIC's benefit.

   Deferment--HMLIC ordinarily completes a transaction within seven calendar
days after receipt of a proper request to transfer, surrender, partially
withdraw or commence income payments. The value of the contract is determined
as of the valuation date on which the request is received. However,
determination of contract value and processing the transaction may be deferred
for (1) any period during which the New York Stock Exchange is closed for
other than customary weekend or holiday closings or during which trading is
restricted by the Securities and Exchange Commission; (2) any emergency period
when it is not reasonably practicable to sell securities or fairly determine
accumulation unit values or annuity unit values; or (3) any other period
designated by the Securities and Exchange Commission to protect persons with
interests in the account.

   Confirmations--HMLIC mails written confirmations of purchase payments to
contract owners on a quarterly basis within five business days following the
end of each calendar quarter. Written confirmations of transfers, changes in
allocations, partial withdrawals, and surrenders, are mailed to contract
owners within seven calendar days of the date the transaction occurred.

   If a contract owner believes that the confirmation statement contains an
error, the contract owner should notify HMLIC as soon as possible after
receipt of the confirmation statement. Notice may be provided by writing to
HMLIC, P.O. Box 4657, Springfield, Illinois 62708-4657, by sending a
telefacsimile (FAX) transmission to (217) 527-2307, or by telephoning (217)
789-2500 or (800) 999-1030 (toll free).

Deductions and Expenses
   Annual Maintenance Charge--An annual maintenance charge of $25 is deducted
from each contract on the contract anniversary date unless the contract value
equals or exceeds $10,000. This charge may be reduced or eliminated on certain
individual contracts and on some group plans. The annual maintenance charge is
deducted from the subaccount containing the greatest dollar amount or from the
fixed portion of the contract when none of the variable subaccount(s) have any
value.

   Charges for annual maintenance cease on the maturity date. No annual
maintenance charge is taken, in whole or in part, in the event of a complete
surrender unless the surrender occurs on the contract anniversary date.

   The annual maintenance charge is intended to reimburse HMLIC for actual
expenses incurred in administering the contract. HMLIC does not expect to
profit from such annual maintenance charge and assumes the risk that this
annual maintenance charge may be insufficient to cover the actual costs of
administering the contract.

   Mortality and Expense Risk Fee--For assuming mortality and expense risk,
HMLIC applies an asset charge to the account value of each contract. The fee
for mortality and expense risk may not exceed the annual rate of 1.25% of the
average net variable account value based on the date of calculation (0.45% for
mortality risk, and 0.80% for expense risk); however, HMLIC reserves the right
to change the fee (subject to the 1.25% ceiling) in the future. The fee
accumulates on a weekly basis at a rate of .0238268% (for a fee of 1.25, see
below for other rates) of the net variable account value as of the date of the
calculation. The accumulated value of the fee is deducted annually (usually at
the time the Trust or Wilshire Funds declares dividends) from each subaccount
or upon any surrender, partial withdrawal or transfer of value accruing before
such annual deduction with the necessary number of units, at the then current
accumulation unit value, being redeemed to equal the dollar amount of the
charges owed.

Annuity Alternatives

<TABLE>
<CAPTION>
                                               Mortality and Expense  Weekly
           Contract value at issue                   Risk Fee         Factor
- ---------------------------------------------- --------------------- ---------
<S>                                            <C>                   <C>
Less than $50,000.............................         1.25%         .0238268%
$50,000+*.....................................         1.15%         .0219313%
$100,000+*....................................         1.05%         .0200340%
$250,000+*....................................         0.95%         .0181348%
</TABLE>

*  HMLIC started selling these products on September 1, 1999 where state
   approvals have been received.

                                     A-14
<PAGE>

   Surrender charges--Values may not be withdrawn from Section 403(b)
contracts except under certain circumstances. (See "Tax Consequences.")
However, if not restricted by the IRC or applicable retirement plan under
which the contract is issued, a contract owner may surrender the contract in
whole or withdraw in part for cash before income payments begin.

   The products reflected below may not be available in all states.

Annuity Alternatives 2

   The Annuity Alternatives 2 contracts are issued only as qualified
contracts. These contracts can be issued as a 403(b), IRA, SEP, ROTH or any
other type of contract considered as qualified by the Internal Revenue Code.

<TABLE>
<CAPTION>
                                       Flexible Premium
                                (based on cash value at issue)
                   ---------------------------------------------------------------------------------
                                  Under age 55 (age at issue)
   During          ---------------------------------------------------------------------------------
 Contracts          Under
    Year           $50,000             $50,000+*             $100,000+*             $250,000+*
 ----------        -------             ---------             ----------             ----------
 <S>               <C>                 <C>                   <C>                    <C>
     1               8%                   7%                    6%                     6%
     2               8%                   6%                    5%                     5%
     3               7%                   5%                    5%                     5%
     4               7%                   5%                    5%                     5%
     5               6%                   5%                    5%                     5%
 Thereafter          0%                   0%                    0%                     0%

<CAPTION>
                                    Age 55+ (age at issue)
                   ---------------------------------------------------------------------------------
 <S>               <C>                 <C>                   <C>                    <C>
     1               8%                   7%                    6%                     6%
     2               7%                   6%                    5%                     5%
     3               6%                   5%                    4%                     4%
     4               5%                   4%                    3%                     3%
     5               4%                   3%                    2%                     2%
     6               3%                   2%                    1%                     1%
     7               2%                   1%                    0%                     0%
     8               1%
 Thereafter          0%                   0%                    0%                     0%
</TABLE>

*  HMLIC started selling these products on September 1, 1999 where state
   approvals have been received.

Annuity Alternatives
   Annuity alternatives contracts have been issued since 1982.

<TABLE>
<CAPTION>
                                     Flexible                                                   Single
                                     Premium                                                    Premium
                                     --------                                                   -------
<S>                                  <C>                                                        <C>
    1                                  8%                                                         5%
    2                                  8%                                                         4%
    3                                  6%                                                         3%
    4                                  4%                                                         2%
    5                                  2%                                                         1%
Thereafter                             0%                                                         0%
</TABLE>
   For further information regarding surrender or partial withdrawals see
"Surrender Before Commencement of Annuity Period."

   Operating expenses of the HM Funds--There are deductions from and expenses
paid out of the assets of the HM Funds that are described in the HM Funds'
Prospectus which accompanies this prospectus.

   Premium Taxes--Certain state and local governments levy a premium tax,
presently ranging from 0 to 3.5%, on the amount of purchase payments made
under this contract. The premium tax, if any, is deducted either when payments
are received or when an amount is applied to provide an annuity at the
maturity date, depending upon the applicable law.

Death Benefit Proceeds
   If a contract owner dies before the maturity date, the contract value, or
the amount of net purchase payments less any withdrawals, whichever is
greater, will be paid to the beneficiary designated by the contract owner. The
contract value is determined as of the date proof of death is received by
HMLIC from the beneficiary. Under some group plans and certain individual
flexible premium products the death benefit may include an annual increase in
value. Proof of death includes a certified death certificate and a completed
claimant's statement.

   All or part of the death benefit proceeds may be paid to the beneficiary
under one of the income payment options described under "Income Payments--
Income Payment Options." If the form of income payment selected requires that
payment be made by HMLIC after the death of the beneficiary, payments will be
made to a payee designated by the beneficiary or, if no subsequent payee has
been designated, to the beneficiary's estate.

   For all contracts issued in connection with this prospectus, except Roth
IRAs, if the contract owner dies before income payments begin and the
designated beneficiary is not a surviving spouse, the IRC requires the
complete distribution of proceeds by December 31 of the calendar year of the
fifth anniversary of the death; i.e., "the five-year rule." This requirement
can be satisfied by an annuity for life or a period certain not exceeding the
life expectancy of a designated beneficiary, provided the income payments
begin no later than December 31 of the calendar year following the contract
owner's death. Any part of a contract owner's interest payable to a minor
child will be paid to the child's legal guardian for the benefit of the child.

   If the designated beneficiary is the contract owner's surviving spouse,
income payments may be deferred until April 1 following the calendar year in
which the Annuitant would have reached age 70 1/2.

   If the contract owner dies on or after the maturity date, the remaining
portion of the interest in the contract undistributed at the time of the
contract owner's death must be distributed at least as rapidly as under the
method of distribution in force at the time of the contract owner's death.

Mandatory Minimum Distribution
   Qualified plans are subject to distribution requirements of the IRC. A
distribution must occur each calendar year once a contract owner reaches age
70 1/2. The contract owner may elect to defer the first distribution until
April 1 of the year following his or her attainment of age 70 1/2. Should the
first payment be deferred, the contract owner must take two distributions in
the calendar year following attainment of age 70 1/2.

                                     A-15
<PAGE>

   Generally, the amount of the mandatory minimum distribution depends on the
contract value and the life expectancy of the contract owner. Under mandatory
minimum distribution requirements, distributions must be made for the life (or
lives) or a period not exceeding the life expectancy (or joint life
expectancy) of the contract owner (or the contract owner and a designated
beneficiary). To begin mandatory distributions the contract owner must contact
the Home Office at P. O. Box 4657, Springfield, Illinois 62708-4657.

   The Internal Revenue Service has indicated that a contract owner who can
verify the December 31, 1986 balance in his or her Section 403(b) annuity, can
delay distribution of that amount until the end of the calendar year in which
he or she turns age 75. At that time, the December 31, 1986 balance is subject
to the minimum distribution requirements. The December 31, 1986 balance
includes deposits received and any interest earned as of December 31, 1986.
Deposits received after that date, interest on those deposits, and interest
earned on the December 31, 1986 balance are subject to the age 70 1/2
distribution requirements. Also, 403(b) contract owner's who have not
separated from service can delay their distributions until after they separate
from service (ie. quit teaching).

   Failure to take the required distributions results in the imposition of a
penalty tax equal to one-half (50%) of the difference between what was and
what should have been distributed. In addition, income tax is due on the full
amount that should have been distributed. Further, any distribution from a
403(b) contract in excess of the mandatory minimum distribution is subject to
a 20% federal income tax withholding. Roth IRA's are not subject to Mandatory
Distribution. See "Tax Consequences."

Income Payments
   The contract provides for fixed or variable income payment options or a
combination of both. The contract owner may elect to have income payments made
under any one or more of the options described below or may elect a lump sum
payment. Under some individual contracts if the contract owner selects a
lifetime option the company will pay a bonus which equals a percentage of the
amount placed on the settlement option. To begin receiving income payments a
properly completed request form must be received in the Home Office. The
request will be processed so that the income payments begin on the first of
the month following the month of receipt unless a later date is requested and
approved by the company. If a fixed payment option is elected, the variable
account value will be transferred to the fixed account on the date the request
is received in the Home Office. In addition, if a variable payment is elected,
any money in the fixed account will be transferred to the variable account on
the date we received the request in the Home Office. Generally, at the time an
income payment option is selected, a contract owner must elect whether to
withhold for federal and state income taxes. See "Other Information--Forms
Availability" and "Tax Consequences."

   In general, the longer income payments are guaranteed, the lower the amount
of each payment. Fixed income payments are paid in monthly, quarterly, semi-
annual and annual installments. Variable income payments are paid only on a
monthly basis. If the contract value to be applied under any one fixed or
variable income payment option is less than $2,000 or if the option chosen
would provide income payments less than $20 per month at the maturity date,
then the contract value may be paid in a lump sum.

Income Payment Options
   The following income payment options are available on a variable basis
unless otherwise stated.

   Life Annuity with or without Period Certain--The life option guarantees
income payments for the lifetime of the annuitant. If a certain period is
selected (5, 10, 15, 20 years) and the annuitant dies before the end of the
period, income payments are guaranteed to the beneficiary until the end of the
period selected. If no beneficiary is living at the time of the annuitant's
death, the present value, if any, of the remaining certain period payments
will be paid in a single sum to the estate of the annuitant. Under the life
without period certain option, it is possible that only one income payment may
be made if the annuitant's death occurred before the due date of the second
income payment. This option usually provides the largest income payments. The
annuitant cannot make unscheduled withdrawals or change to another option
after the first income payment has been made.

   Joint and Survivor Life Annuity--This life only option provides lifetime
income payments during the lifetimes of two annuitants. After one annuitant
dies, the income payments will continue during the lifetime of the survivor
based on the survivor percentage elected (ie, 100%, 50%, etc.). The income
payments cease after the last payment paid prior to the survivor's death. It
could be possible for only one payment to be made under this option if both
annuitants die before the due date of the second payment. The annuitants
cannot make unscheduled withdrawals or change to another income option after
the first income payment has been made.

   Income for Fixed Period--This option provides income payments for a fixed
period not less than one year nor exceeding 30 years; however, payments may
not extend beyond the life expectancy of the annuitant. Upon the annuitant's
death, the beneficiary will be paid the remaining income payments due, if any.
If no beneficiary is living at the time of the annuitant's death, the present
value, if any, of the remaining income payments will be paid in a lump sum to
the estate of the annuitant. The annuitant has the right to change to another
income option or make unscheduled withdrawals subject to surrender penalties,
if applicable, from the remaining present value subject to IRC requirements.
To determine the surrender penalty rate, contract years are counted from the
original effective date of the accumulation contract. Refer to "Deduction and
Expenses--Surrender Changes" for the appropriate rate. This option is
available on a fixed payment basis only.

                                     A-16
<PAGE>

   Income for Fixed Amount--This option provides payments of a fixed amount
until the account value, with interest, has been paid; however, payments may
not extend beyond the life expectancy of the annuitant. Upon the annuitant's
death, the beneficiary will be paid the remaining income payments due, if any,
or the beneficiary may request the present value, if any, of the remaining
income payments. If no beneficiary is living at the time of the annuitant's
death, the present value, if any, of the remaining income payments will be
paid in a lump sum to the estate of the annuitant. The annuitant has the right
to change to another income option or make unscheduled withdrawals subject to
surrender penalties, if applicable, from the remaining present value subject
to IRC requirements. To determine the surrender penalty rate, contract years
are counted from the original effective date of the accumulation contract.
Refer to "Deduction and Expenses--Surrender Changes" for the appropriate rate.
This option is available on a fixed payment basis only.

   Interest Income Payments--This option provides income payments based on
interest earned from the proceeds of the contract, at a rate determined by
HMLIC, but never less than the annual guaranteed interest rate. Interest will
be credited at the end of each payment period. Once the annuitant reaches age
70 1/2, interest income payments may continue, however, the total annual
distribution must meet the minimum mandatory distribution requirements of the
IRC. The annuitant may elect another income option at the end of any payment
period, or subject to IRC requirements, may withdraw the contract value in
whole or in part upon written request subject to surrender penalties if
applicable. The request must be made prior to the end of the period that the
annuitant agreed to receive income payments. See "Mandatory Minimum
Distribution." This option is available on a fixed payment basis only.

   Other Income Options--If the annuitant does not wish to elect one or more
income payment options, the annuitant may:

     a) receive the proceeds in a lump sum, or

     b) leave the Contract with HMLIC and receive the value under the
  mandatory minimum distribution requirements of IRC Section 401(a)(9), see
  "Mandatory Minimum Distribution," or

     c) elect any other option that HMLIC makes available.

Amount of Fixed and Variable Income Payments
   In general, the dollar amount of income payments under the contract depends
on contract value. Contract value equals the value of the fixed portion of the
contract plus the value of each subaccount. The value of each subaccount is
determined by multiplying the number of accumulation units credited to each
subaccount by its respective accumulation unit value, less any accumulated
Mortality & Expense Risk fee. Contract value may be more or less than the
amount of net purchase payments allocated to the contract.

   Fixed Income Payments--The amount of each payment under a fixed income
payment option is determined from the income option tables in the contract.
These tables show the monthly payment for each $1,000 of contract value
allocated to provide a fixed income payment. Guaranteed fixed income payments
will not change regardless of investment, mortality or expense experience.
Higher income payments may be made at the sole discretion of HMLIC.

   Variable Income Payments--The amount of the first monthly variable income
payment is determined from the income option tables in the contract. The
tables show the amount of the income payment for each $1,000 of value
allocated to provide income payments. The income option tables vary with the
form of income option payment selected and adjusted age of the annuitant(s).

   The first monthly variable income payment is used to calculate the number
of variable annuity units for each subsequent monthly income payment. The
number of variable annuity units remains constant over the payment period
except when a joint and survivor option is chosen. The number of variable
annuity units will be reduced upon the death of either annuitant by the
survivor percentage elected.

   The amount of monthly income payments following the first variable income
payment varies from month to month to reflect the investment experience of
each subaccount funding those payments. Income payments are determined each
month by multiplying the variable annuity units by the applicable variable
annuity unit value at the date of payment. The variable annuity unit value
will change between valuation dates to reflect the investment experience of
each subaccount.

   Assumed Interest Rate--The selection of an assumed interest rate affects
both the first monthly variable income payment and the pattern of subsequent
payments. One divided by the sum of the assumed interest rate and the
mortality and expense risk charge, adjusted to a monthly rate, is the
investment multiplier. If the investment performance of a subaccount funding
variable income payments is the same as the investment multiplier, the monthly
payments will remain level. If its investment performance exceeds the
investment multiplier, the monthly payments will increase. Conversely, if
investment performance is less than the investment multiplier, the payments
will decrease. Unless otherwise provided, the assumed interest rate is 3.0%
per annum.

   Annuity Unit Value--The variable annuity unit value for the Equity,
Balanced, and Income Fund subaccount was set at $10.00 as of the date amounts
first were allocated to provide income payments. The variable annuity unit
value for the Short-Term Fund, International Fund, Small Cap Fund and Socially
Responsible Fund subaccounts also have been set at $10.00, however, no income
payments have been paid from these subaccounts. The Variable Annuity Unit
Value for the Wilshire Large Company Growth and the Wilshire 5000 will be
established on the first date payments are made. The current

                                     A-17
<PAGE>

variable annuity unit value is equal to the prior variable annuity unit value
on the valuation date when payments were last determined, multiplied by the
applicable net investment factor. The net investment factor reflects the
investment performance of the subaccount during the current month plus the
value of any dividends and distributions during the current month. This factor
is computed by dividing the net asset value of a share of the underlying fund
on the last business day of the current month, plus any dividends or other
distributions, by the net asset value of a share on the last business day of
the preceding month, and multiplying this result by the investment multiplier.

Misstatement of Age
   If the age of the annuitant has been misstated, any income payment amount
shall be adjusted to reflect the correct age. If the income payments were too
large because of a misstatement of age, HMLIC will deduct the difference with
interest, at an effective annual interest rate of 6%, from future payments
until totally repaid. If the income payments were too small, HMLIC will add
the difference with interest, at an effective annual interest rate of 6%, to
the next payment.

Modification of the Contract
   The contract provides that it may be modified by HMLIC to maintain
continued compliance with applicable state and federal laws. Contract owners
will be notified of any modification. Only officers designated by HMLIC may
modify the terms of the contract.

   HMLIC reserves the right to offer contract owners, at some future date and
in accordance with the requirements of the Investment Company Act of 1940, the
option to direct that their net purchase payments be allocated to a subaccount
within the Account other than one or more of the nine currently offered. If
shares of the nine portfolios underlying the subaccounts are not available for
purchase by the Account, or if in the judgment of HMLIC further investment in
these shares is no longer appropriate in view of the purposes of the Account
or subaccount, then (i) shares of another portfolio may be substituted for
existing fund shares held in the affected subaccount and/or (ii) payments
received after a date specified by HMLIC may be applied to the purchase of
shares of another portfolio. No substitution will be made without prior
approval of the Securities and Exchange Commission. Any substitution would be
for shares of a portfolio with investment objectives similar to those of the
fund it replaces.

Tax Consequences

Separate Account
   The operations of the Account form part of the operations of HMLIC;
however, the IRC provides that no federal income tax will be payable by HMLIC
on the investment income and capital gains of the Account if certain
conditions are met. Provided the investments of the underlying funds continue
to meet the diversification requirements of IRC Section 817(h), the contract
owner will not pay federal income tax on the investment income and capital
gains under a contract until income payments begin or a full or partial
withdrawal is made.

Contract Owners

   Contributions--Under IRC Section 403(b), purchase payments made by public
school systems, churches, or certain tax-exempt organizations to purchase
annuities for their employees are excludable from the gross income of the
employee to the extent that aggregate purchase payments for the employee do
not exceed certain limitations imposed by the IRC. Further, any amounts
credited to the contract owner's account are not taxable until such amounts
are distributed. If the contract is used for a tax-sheltered annuity described
in IRC Section 403(b) or Simplified Employee Pension Plan described in IRC
Section 408(k) or ("qualified plans"), contributions made by an employer
through a salary reduction plan are permitted up to prescribed limits.

   Generally, IRC Section 403(b) imposes a limitation on the amount of tax-
deferred purchase payments that may be made in a calendar year equal to 20% of
an employee's compensation includable in gross income for that year.
Adjustments to this limitation are made based upon the contract owner's years
of service with his or her employer and take into account the contract owner's
prior and current contributions to qualified plans. The Section 403(b)
limitation also is adjusted for any amounts deferred in prior taxable years
under an eligible deferred compensation plan as defined by IRC Section 457. In
addition, IRC Section 415 imposes a 25% limitation on total pre-tax
contributions to all tax-qualified plans.

   If the contract is used as a traditional IRA, subject to certain
limitations, all or a portion of the contribution up to $2,000 ($4,000 for a
spousal IRA) may be deducted from gross income. The same contribution limits
apply to the Roth IRA, however, it is funded with after tax dollars. The
maximum annual contributions for all IRAs (including Roth IRAs) is $2,000.
Contributions to a Simplified Employee Pension Plan contract generally may not
exceed 15% of compensation or $26,000, whichever is less. Until a taxable
distribution occurs, no federal income tax is payable by the Contract Owner on
purchase payments and investment earnings of a contract purchased for a
qualified plan or a deductible IRA.

   Effective January 1, 1989, the IRC imposes restrictions on distributions
(i.e., partial withdrawals or surrenders) from annuity contracts qualified
under IRC Section 403(b). IRC Section 403(b)(11) requires that for these
annuity contracts to receive tax-deferred treatment, the following
distribution restrictions must be applied to contributions and all earnings
credited after December 31, 1988.

   Distributions may be paid only:

     (1) When the employee attains age 59 1/2, separates from service, dies,
  or becomes disabled (within the meaning of IRC Section 72(m)(7)), or
                                     A-18
<PAGE>

     (2) In hardship cases and cannot exceed contributions made through a
  salary reduction agreement. Distribution of any income attributable to
  these contributions is prohibited (IRC 403(b)(11)(B)).

   Distributions Under Qualified Contracts--The IRC subjects qualified plans
to certain mandatory minimum distribution requirements. See "The Contract--
Mandatory Minimum Distribution."

   If certain requirements are met, full or partial distributions other than
mandatory minimum distributions, either may be rolled over or exchanged on a
tax-free basis from one plan to another in accordance with IRC Section 1035 or
Revenue Ruling 90-24. Distributions from an IRC Section 403(b) contract may be
rolled over to another IRC Section 403(b) contract or to an IRA. Distributions
from an IRA may be rolled over to another IRA or to an IRC Section 403(b)
contract if the IRA contains only amounts rolled over from a 403(b) plan. Roth
IRA's can only accept rollover money from a traditional IRA or another Roth.

   Effective January 1, 1993, federal tax law requires HMLIC to withhold for
ordinary income tax purposes, 20% of any distributions from annuity Contracts
or plans qualified under IRC Section 403 with the exception of the following:

     (1) eligible rollover distributions made directly to another trustee,

     (2) periodic payments received over the Contract Owner's lifetime,

     (3) periodic payments received under the minimum required distribution
  rules, or

     (4) periodic payments received over a period of ten years or more.

   The contract owner, after receiving a distribution that is subject to the
20% withholding tax, may elect to rollover the distribution within 60 days of
receiving it. However, in order to qualify the entire distribution as a
rollover, the contract owner must replace the 20% withheld when making the
rollover payment. If the 20% is not replaced, the amount withheld will be
subject to ordinary income taxes and a possible 10% tax penalty if the
distribution occurred before age 59 1/2.

   All distributions, with the exception of a return of nondeductible employee
contributions and certain Roth distributions, received from a qualified plan
or an IRA are includable in gross income in the year paid. Once income
payments begin, any nondeductible contributions are recovered tax-free as a
portion of each income payment. Under certain limited circumstances, an
individual may elect forward averaging with respect to a lump sum
distribution.

   For any distribution not subject to the 20% withholding, HMLIC is required
to withhold federal income tax unless the contract owner elects not to have
federal income tax withheld. After an election is made with respect to income
payments, a contract owner may revoke the election at any time. HMLIC will
notify the contract owner at least annually of his or her right to revoke the
election. Contract owners are required by law to provide their correct
taxpayer identification numbers ("TIN") to HMLIC. If the contract owner is an
individual, the TIN is his or her Social Security number.

   If the designated beneficiary is not the contract owner's spouse, then at
least 50% of the present value of the amount available for distribution must
be paid within the life expectancy of the contract owner of an IRA or a
qualified plan. Each payment to the beneficiary must be no less than each
payment to the contract owner.

   Penalty Tax--Distributions to a contract owner under a qualified plan or
IRA are subject to a 10% penalty tax unless the distributions are received:

     (1) on or after age 59 1/2,

     (2) on account of death,

     (3) on account of disability, as defined in IRC Section 72(m)(7),

     (4) pursuant to a qualified domestic relations order, as defined in IRC
  414(p),

     (5) for deductible medical expenses in excess of 7 1/2% of adjusted
  gross income,

     (6) on account of separation from service after age 55, or

     (7) as a series of substantially equal payments for the life or a period
  not exceeding life expectancy of the contract owner, or the lives or a
  period not exceeding the joint life expectancy of the contract owner and a
  designated beneficiary.

   Roth IRAs are not subject to the 10% penalty if;

     The contract has been in force for five years, and;

     The annuitant has attained age 59 1/2; or

     when used to purchase a first home not to exceed $10,000 (as adjusted by
  the IRA); or

     The annuitant becomes disabled as defined in IRC Section 72(m)(7); or

     The distribution is made after the death of the annuitant.

   The preceding discussion is informational only and is not to be considered
tax advice. Contract owners are urged to consult a competent tax adviser
before taking any action that could have tax consequences.

Voting Rights

   Unless otherwise restricted by the plan under which a contract is issued,
each contract owner has the right to instruct

                                     A-19
<PAGE>

- ------------------------------------------------------------------------------
- ------
- -------------------------------------------------------------------------------
- --
HMLIC with respect to voting his or her interest in the shares of the Funds
held by the Separate Account at all shareholder meetings.

  The number of votes that may be cast by a contract owner is based on the
number of units owned as of the record date of the meeting. Shares for which
no instructions are received are voted in the same proportion as the shares
for which instructions have been received. Any fund shares attributable to
investment by HMLIC will be voted in proportion to the vote by contract owners
who have Separate Account units. Contract owners receive various materials,
such as proxy materials and voting instruction forms, that relate to voting
fund shares.

Other Information

  Legal Proceedings--There are no legal proceedings to which the Separate
Account is a party or to which the assets of the Separate Account are subject.
HMLIC is engaged in various kinds of routine litigation that, in HMLIC's
judgment, are not material to its financial condition. None of this litigation
relates to the Separate Account.

  Registration Statement--A registration statement has been filed with the
Securities and Exchange Commission under the Securities Act of 1933 with
respect to the contract. This Prospectus does not contain all information set
forth in the registration statement, its amendments and exhibits. Statements
contained in this Prospectus as to the content of the contract and other legal
instruments are summaries. For a complete statement of the terms thereof,
reference is made to these instruments as filed.

  Contract Owner Communications--To ensure receipt of communications, contract
owners must notify HMLIC of address changes. Notice of a change in address may
be sent to Horace Mann Life Insurance Company, Annuity Customer Service, P.O.
Box 4657, Springfield, Illinois 62708-4657. Contract owners may also provide
notice of an address change by sending a telefacsimile (FAX) transmission to
(217) 527-2307 or by calling (217) 789-2500 or (800) 999-1030 (toll free).

  HMLIC will attempt to locate contract owners for whom no current address is
on file. In the event HMLIC is unable to locate a contract owner, HMLIC may be
forced to surrender the value of the contract to the contract owner's last
known state of residence in accordance with the state's abandoned property
laws.

  Contract Owner Inquiries--A toll free number, (800) 999-1030, is available
to telephone HMLIC's Annuity Customer Service Department. Written questions
should be sent to Horace Mann Life Insurance Company, Annuity Customer
Service, P.O. Box 4657, Springfield, Illinois 62708-4657.

  Forms Availability--Specific forms are available from HMLIC to aid the
contract owner in affecting many transactions allowed under the contract.
These forms may be obtained by calling the Annuity Customer Service Department
toll free at (800) 999-1030.

  NASD Regulation's Public Disclosure Program--Information about Horace Mann
Investors, Inc. and your agent is available from the National Association of
Securities Dealers (NASD) at www.nasdr.com or by calling (800) 289-9999.

Additional Information

  A copy of the Statement of Additional Information providing more detailed
information about the Account is available, without charge, upon request. The
Table of Contents of this Statement follows:

<TABLE>
<CAPTION>
Topic                                                                       Page
- -----                                                                       ----
<S>                                                                         <C>
General Information and History............................................   2
Investment Experience......................................................   2
Underwriter................................................................   3
Financial Statements.......................................................   4
</TABLE>

  To receive, without charge, a copy of the 1999 Annual Report of the Horace
Mann Mutual Funds and the Horace Mann Life Insurance Company Separate Account
and/or a copy of the Statement of Additional Information for Horace Mann Life
Insurance Company Separate Account and/or the Horace Mann Mutual Funds, please
complete the following request form and mail it to the address indicated
below, or send it by telefacsimile (FAX) transmission to (217) 535-7123 or
telephone (217) 789-2500 or (800) 999-1030 (toll-free).

    Horace Mann Life Insurance Company
    P.O. Box 4657
    Springfield, Illinois 62708-4657
Please provide free of charge the following information:

 1999 Annual Report of the Horace Mann Mutual Funds and the Horace Mann Life
      Insurance Company Separate Account

 Statement of Additional Information dated May 1, 2000 for the Horace Mann
      Mutual Funds.

 Statement of Additional Information dated May 1, 2000 for the Horace Mann
      Life Insurance Company Separate Account.

 Statement of Additional Information dated December 22, 1999 for the Wilshire
      Target Funds, Inc.

  Please mail the above documents to:
  -------------------------------
  (Name)
  -------------------------------
  (Address)
  -------------------------------
  (City/State/Zip)

                                     A-20
<PAGE>


Prospectus

Non-qualified Variable Tax deferred
annuity contract Prospectus

Horace Mann Life Insurance Company
Separate accounts for non-qualified annuity plans

     May 1, 2000


<PAGE>

Individual Single Premium and Individual and Group Flexible Premium
Variable Deferred Annuity Contracts Issued By Horace Mann Life Insurance
Company Separate Account as Non-Qualified Contracts

   This prospectus offers combination fixed and variable, non-qualified
annuity contracts to individuals and groups. These contracts are issued by
Horace Mann Life Insurance Company ("HMLIC") and can be issued as flexible
premium contracts or, for individuals, as single premium contracts. Amounts
transferred to Horace Mann Life Insurance Company Separate Account as directed
by a participant or contract owner are invested in one or more of seven
subaccounts (sometimes referred to as variable investment options or variable
accounts). Each subaccount purchases shares in a corresponding portfolio of
the Horace Mann Mutual Funds. The Horace Mann Mutual Funds are a registered
investment company. The portfolios are:

  Horace Mann Equity Fund--a fund investing primarily in common stocks of
  domestic companies (previously known as the Growth fund prior to May 1,
  2000).

  Horace Mann Balanced Fund--a fund investing indirectly in a mix of common
  stocks, debt securities and money market instruments through investments in
  the Horace Mann Equity Fund and the Horace Mann Income Fund.

  Horace Mann Income Fund--a fund investing primarily in investment grade
  debt securities.

  Horace Mann Short-Term Investment Fund--a fund investing in short-term debt
  instruments.

  Horace Mann Small Cap Growth Fund--a fund investing in equity securities of
  small cap companies with earnings growth potential.

  Horace Mann International Equity Fund--a fund investing in marketable
  foreign equity securities.

  Horace Mann Socially Responsible Fund--a fund investing primarily in
  marketable equity securities of United States chartered companies which are
  determined to be socially responsible pursuant to criteria set forth in the
  fund's prospectus.

   This Prospectus sets forth the information an investor should know.
Additional information about the HMLIC Separate Account has been filed with
the Securities and Exchange Commission in a Statement of Additional
Information, dated May 1, 2000. The Statement of Additional Information is
incorporated by reference and is available upon request, without charge. You
may obtain the Statement of Additional Information by writing to Horace Mann
Life Insurance Company, P.O. Box 4657, Springfield, Illinois 62708-4657, by
sending a telefacsimile (FAX) transmission to (217) 535-7123, or by
telephoning (217) 789-2500 or (800) 999-1030 (toll-free). The table of
contents of the Statement of Additional Information appears on page 17 of this
prospectus.

  THIS PROSPECTUS IS ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE HORACE MANN
 MUTUAL FUNDS.* PLEASE READ THESE DOCUMENTS CAREFULLY AND KEEP THEM FOR FUTURE
                                  REFERENCE.

 THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
 SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                    TO THE CONTRARY IS A CRIMINAL OFFENSE.

    THE ANNUITIES OFFERED BY HMLIC ARE NOT INSURED BY THE FDIC OR ANY OTHER
  GOVERNMENT AGENCY. THEY ARE NOT DEPOSITS, OBLIGATIONS, OR GUARANTEED BY ANY
 BANK. THEY INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL
                               AMOUNT INVESTED.

                  The date of this Prospectus is May 1, 2000.

   *The Horace Mann Mutual Funds' Prospectus follows page B-18 of the Non-
Qualified Annuity Prospectus.

                                      B-1
<PAGE>

Table of Contents
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Definitions...............................................................    3
Summary...................................................................    4
Condensed Financial Information...........................................    8
Horace Mann Life Insurance Company, The Account and The Horace Mann Mutual
 Funds....................................................................   10
  Horace Mann Life Insurance Company......................................   10
  The Account.............................................................   10
  The Horace Mann Mutual Funds............................................   10
  Administration..........................................................   11
The Contract(s)...........................................................   11
  Contract Owners' Rights.................................................   11
  Purchasing the Contract.................................................   11
  Purchase Payments.......................................................   12
    Amount and Frequency of Purchase Payments.............................   12
    Allocation of Purchase Payments.......................................   12
    Accumulation Units and Accumulation Unit Value........................   12
  Transactions............................................................   12
    Transfers.............................................................   12
    Changes in Allocation Instructions....................................   12
    Surrender Before Commencement of Annuity Period Deferment.............   13
    Confirmations.........................................................   13
  Deductions and Expenses.................................................   13
    Annual Maintenance Charge.............................................   13
    Mortality and Expense Risk Fee........................................   14
    Surrender Charge......................................................   14
      New Non-Qualified...................................................   14
      Annuity Alternatives................................................   14
    Operating Expenses of the Horace Mann Mutual Funds....................   14
    Premium Taxes.........................................................   14
  Death Benefit Proceeds..................................................   14
  Income Payments.........................................................   15
    Income Payment Options................................................   15
    Amount of Fixed and Variable Income Payments..........................   16
  Misstatement of Age.....................................................   16
  Modification of the Contract............................................   16
Tax Consequences..........................................................   17
  Separate Account........................................................   17
  Contract Owners.........................................................   17
    Contributions.........................................................   17
    Distributions Under Non-Qualified Contracts...........................   17
    Penalty Tax...........................................................   17
Voting Rights.............................................................   17
Other Information.........................................................   17
Additional Information....................................................   18
</TABLE>

   THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF, OR SOLICITATION OF AN
OFFER TO ACQUIRE, ANY INTEREST OR PARTICIPATION IN THE CONTRACTS OFFERED BY
THIS PROSPECTUS IN ANY STATE TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION IN SUCH STATE.

                                      B-2
<PAGE>

Definitions
- -------------------------------------------------------------------------------
   Account: Horace Mann Life Insurance Company Separate Account, a segregated
variable investment account consisting of seven subaccounts each of which
invests in the corresponding portfolios of the Horace Mann Mutual Funds. The
Account was established by Horace Mann Life Insurance Company under Illinois
law and registered as a unit investment trust under the Investment Company Act
of 1940.

   Accumulation Unit: A unit of measurement used to determine the value of a
contract owner's interest in a subaccount before income payments begin.

   Annuitant: The recipient of income payments.

   Annuity Period: The period during which income payments are made to the
annuitant or the last surviving joint annuitant, if any.

   Annuity Unit: A unit of measurement used in determining the amount of
variable income payment during the annuity period.

   Certificate: Each participant under a group contract is issued a
certificate summarizing the provisions of the contract and showing
participation in the retirement plan adopted by the contract owner.

   Contract: This Prospectus offers combination fixed and variable annuity
contracts to individuals as single premium contracts and to both individuals
and groups as flexible premium contracts. The term "contract" in this
prospectus generally will be used to describe contracts issued to individuals
and certificates issued to participants in a group plan.

   Contract Owner: The individual or entity to whom the contract is issued.
Under a group contract, all references to the contract owner refer to the
participant in a group plan.

   Contract Year: A year measured from the date a contract (or a certificate)
was issued to an individual contract owner (or a participant) and each
anniversary of this date.

   Funds: The Horace Mann Mutual Funds ("Trust") consist of seven portfolios:
Equity Fund, Balanced Fund, Income Fund, Short-Term Investment Fund ("Short-
Term Fund"), Small Cap Growth Fund, International Equity Fund and Socially
Responsible Fund. The Trust is an open-end, diversified, management investment
company registered under the Investment Company Act of 1940.

   Income Payments: A series of payments that may be for life; for life with a
guaranteed number of payments; for the joint lifetimes of the annuitant and
another person, and thereafter, during the lifetime of the survivor; or for
some fixed period. A fixed annuity provides a series of payments that will be
substantially equal in amount throughout the annuity payout period. A fixed
annuity does not participate in the investment experience of any subaccount. A
variable annuity provides a series of payments that vary in amount depending
upon the investment experience of the subaccount(s) selected by the contract
owner.

   Maturity Date: The date income payments begin. The individual contracts
offered by this prospectus describe the criteria for determining maturity
dates.

   Net Purchase Payment: The balance of each purchase payment received by
Horace Mann Life Insurance Company after deducting any applicable premium
taxes, or the balance of any transfer amount from other subaccounts after
applicable charges, or dividends reinvested after applicable charges.

   Participant: A person to whom a certificate showing participation under a
group contract has been issued.

   Subaccount: A division of the Separate Account of Horace Mann Life
Insurance Company which invests in shares of the corresponding portfolio of
the Horace Mann Mutual Funds.

   Surrender Charge: (a contingent deferred sales charge) An amount kept by
Horace Mann Life Insurance Company if a withdrawal is made or if the contract
is surrendered. The charge is intended to compensate Horace Mann Life
Insurance Company for the cost of selling the product.

   Valuation Date: The valuation date ends at 3:00 p.m. central time. No
valuations are made for any day that the New York Stock Exchange is closed and
for 2000 no valuations are made for July 3rd or the day after Thanksgiving.

   Valuation Period: The period from the end of a valuation date to the end of
the next valuation date, excluding the day the period begins and including the
day it ends.

                                      B-3
<PAGE>

Summary
- -------------------------------------------------------------------------------
   This summary is intended to provide a brief overview of the more
significant aspects of the contract. Further information can be found in this
Prospectus, the HMLIC Separate Account Statement of Additional Information,
and the contract. This Prospectus is intended to serve as a disclosure
document for the variable portion of the contracts only. As used in this
prospectus, "variable" means that value varies based on the investment
performance of the subaccount selected. For information regarding the fixed
portion, refer to the contract.

   Detailed information about the Funds is contained in the Funds' Prospectus
which immediately follows the HMLIC Separate Account Non-qualified Annuity
Prospectus. Additional information about the Funds can be found in the Fund's
Statement of Additional Information. The Funds' expenses, including advisory
and management fees, are found in the Table of Annual Operating Expenses shown
on page 6 of this Summary.

What is "the Separate Account"?
   The Horace Mann Life Insurance Company Separate Account (the "Account")
segregates assets dedicated to the variable portion of the combination fixed
and variable contracts offered herein. The account is registered with the
Securities and Exchange Commission under the Investment Company Act of 1940 as
a unit investment trust. The account consists of seven subaccounts, each
investing in shares of the corresponding portfolio of the Horace Mann Mutual
Funds; Equity Fund, Balanced Fund, Income Fund, Short-Term Investment Fund,
Small Cap Growth Fund, International Equity Fund, and Socially Responsible
Fund.

Who may purchase a Horace Mann Annuity offered by this Prospectus?
   Individuals, as well as groups, may purchase the combination fixed and
variable flexible premium annuity. Individuals may also purchase the single
premium plan. The contracts offered by this prospectus are designed to provide
non-qualified retirement annuities.

   The contract is offered and sold by HMLIC through its licensed life
insurance sales personnel. These insurance sales personnel are registered
representatives of Horace Mann Investors, Inc. ("HM Investors"). HM Investors
is a broker/dealer registered under the Securities and Exchange Act of 1934.
HMLIC has entered into a distribution agreement with HM Investors. HM
Investors, is a member of the National Association of Securities Dealers, Inc.
("NASD").

Is there a minimum Purchase Payment?
   The minimum annual purchase payment under a flexible premium contract
during any contract year is $1,200. The minimum purchase payment under a
single premium contract is $2,000. Contract owners may elect to allocate all
or part of the net purchase payments to one or more Subaccount(s). The minimum
purchase payment allocated to any subaccount within any given contract year
must equal or exceed $100. No purchase payments are required after the first
contract year.

What are my investment choices?
   (a) Separate Account

   Includes seven subaccounts each of which invests in one of the following
funds:

Horace Mann Funds
   Equity Fund--a fund investing primarily in common stocks of domestic
companies. (referred to as Growth Fund prior to May 1, 2000)

   Balanced Fund--a fund investing indirectly in a mix of common stocks, debt
securities and money market instruments through investments in the Equity Fund
and the Income Fund.

   Income Fund--a fund investing primarily in investment grade debt
securities.

   Short-Term Investment Fund--a fund investing in short-term debt
instruments.

   Small Cap Growth Fund--a fund investing primarily in small cap equity
securities with earnings growth potential.

   International Equity Fund--a fund investing in marketable foreign equity
securities.

   Socially Responsible Fund--a fund investing primarily in marketable equity
securities of United States chartered companies which are determined to be
socially responsible pursuant to criteria set forth in the Funds prospectus.

   (b) Fixed Account (See the Contract)

   At anytime before the contract's maturity date, amounts may be transferred
from one subaccount to another, and to and from the fixed account of the
contract. Transfers from the fixed account of the contract into a subaccount
could be subject to certain charges if the transferred amount is withdrawn or
surrendered. The minimum amount that can be transferred is $100 or the entire
dollar value of the subaccount(s), whichever is less. For full details see
"The Contract--Transactions--Transfers."

May I withdraw all or part of the Contract value before the Maturity Date?
   Unless restricted by the Internal Revenue Code ("IRC"), a contract owner
may at any time before the maturity date surrender his or her contract in
whole or withdraw in part for cash. Partial withdrawals are subject to a $100
minimum. Each surrender or partial withdrawal is processed on the basis of the
net asset value of an accumulation unit of the subaccount(s) from which the
value is being surrendered or withdrawn. Surrenders and withdrawals may be
subject to surrender charges as described in "Deductions and Expenses--
Surrender Charges".

                                      B-4
<PAGE>

What are the charges or deductions?
   Contracts may be subject to deductions for applicable state or local
government premium taxes. Premium taxes presently range from 0 to 3.5%.

   A mortality and expense risk fee (M&E Fee), computed and accrued weekly, is
deducted from the account value. This fee will not exceed 1.25% of the
contract owner's average value in a subaccount on an annual basis.

   A fixed annual maintenance charge of $25 is assessed against the contract
on each anniversary, unless the contract value equals or exceeds $50,000, in
which case such charge is waived.

   No deduction for sales expense is charged on net purchase payments, but a
decreasing surrender charge is assessed against certain withdrawals and
surrenders during the first five or ten contract years depending on the
contract you purchase. The charge in the first contract year on flexible
premium contracts is 8% and on a single payment contract the charge is 5%. The
charge is taken from the contract owner's value in the subaccount(s) from
which the withdrawal is made. In no event will the charges exceed 8.5% of the
net purchases payments to the subaccount(s). See "The Contract--Transactions--
Surrender Before Commencement of Annuity Period."

What are the federal income tax consequences of investing in this Contract?
   The IRC provides penalties for premature distributions under various
investment plans. See "Tax Consequences." This contract might not be suitable
for short-term investment. See "The Contract--Transactions--Surrender Before
Commencement of Annuity Period."

If I receive my Contract and am dissatisfied, may I return it?
   Subject to various state insurance laws, generally the contract owner may
return the contract to HMLIC within 30 days of receipt of the contract. The
market value of the assets purchased by payments paid to the account, less any
taxes, if applicable, will be refunded.

When can I begin receiving income payments, and what options are available?
   Payments will begin on the maturity date selected by the contract owner.
Variable income payments are made in monthly installments. A lump sum payment
may be made if the total contract value is less than $2,000 or if monthly
income payments at the maturity date would be less than $20. An optional
maturity date and various income payment options are available under the
contract.

   Income payments may be fixed or variable or a combination of fixed and
variable payments. The following options are available for receiving Income
Payments:

   Life Annuity with or without Certain Period, Joint and Survivor Life
Annuity, Income for Fixed Period, Income for Fixed Amount, and Interest Income
Payments.

                                      B-5
<PAGE>

Table of Annual Operating Expenses
- -------------------------------------------------------------------------------

   The following is a summary of costs and expenses borne by the Contract
Owner in connection with an investment in the account. A contract owner who
invests in the Fixed Account would be subject to the annual maintenance charge
and surrender charges.

Horace Mann Life Insurance Company Separate Account
<TABLE>
<S>                                                                     <C>
Contract Owner Transaction Expenses:(1)
  Maximum Surrender Charge as a percentage of amount surrendered(2)
    --for Single Payment Contracts.....................................  5.00%
    --for Flexible Premium Contracts...................................  8.00%

Annual Maintenance Charge(3)........................................... $   25

Separate Account annual expenses, as a percentage of average account
 value:
  Mortality Risk.......................................................  0.45%
  Expense Risk.........................................................  0.80%
Total Separate Account M&E Fee.........................................  1.25%
</TABLE>

Horace Mann Mutual Funds
Annual Operating Expenses of the Horace Mann Mutual Funds, as a percentage of
average daily net assets:

<TABLE>
<CAPTION>
                                                Short Small Cap International  Socially
                         Equity Balanced Income Term   Growth      Equity     Responsible
                          Fund    Fund    Fund  Fund    Fund        Fund         Fund
                         ------ -------- ------ ----- --------- ------------- -----------
<S>                      <C>    <C>      <C>    <C>   <C>       <C>           <C>
Management Fee(/5/)..... 0.64%   0.64%   0.64%  0.37%   1.39%       1.09%        0.94%
Other Expenses:......... 0.18%   0.18%   0.43%  1.58%   0.32%       0.67%        0.22%
                         -----   -----   -----  -----   -----       -----        -----
Total Fund(/4/)
Operating Expense....... 0.82%   0.82%   1.07%  1.95%   1.71%       1.76%        1.16%
</TABLE>

(/1/)Premium taxes, currently ranging between 0 and 3.5%, are not included.
The rate of the premium tax varies depending upon the state of residence, and
not all states impose premium taxes. Also, depending on the state, taxes are
deducted at the time of purchase or are levied at annuitization.

(/2/)In some cases, the surrender charge does not apply. See "The Contract--
Transactions--Surrender Before Commencement of Annuity Period."

(/3/)The annual maintenance charge equals $25 per year, unless the contract
value equals or exceeds $50,000 at each anniversary. The annual maintenance
charge is not deducted after the maturity date. This charge or the dollar
value for the waiver may be reduced or eliminated on certain individual
contracts and group plans.

(/4/)The Other Expenses for the Funds are shown based on actual amounts for
the fiscal year ended December 31, 1999 except for the Support Services
agreement which went into effect March 1, 1999 which is reflected at the
contractual amount for the full calendar year. The subadvisers seek the best
price and execution on each transaction and negotiate commission rates solely
on the execution requirements of each trade. Occasionally, they place, under a
directed brokerage arrangement, common stock trades with a broker/dealer who
credits to the Funds part of the commissions paid (Commission Credits). Horace
Mann Investors, voluntarily waived a portion of its Management Fee on the
Short-Term Fund and subsidized specific expenses for certain funds during
1999. The Fund's advisor, Wilshire Associates, Inc. waived a portion of its
advisory fee during 1999 for each fund. With these waivers, commission credits
or subsidization the Management Fee, Other Expenses and Total Fund Operating
Expenses, respectively, were: 0.64%, 0.16% and 0.80% for the Equity Fund;
0.64%, 0.16% and 0.80% for the Balanced Fund; 0.64%, 0.43% and 1.07% for the
Income Fund; 0.37%, 1.26% and 1.63% for the Short-Term Fund; 1.39%, 0.23% and
1.62% for the Small Cap Fund; 1.09%, 0.28% and 1.37% for the International
Fund; and 0.94%, 0.16% and 1.10% for the Socially Responsible Fund.

(/5/)The "Management Fees" include both the advisory fee payable to Wilshire
Associates, Inc. and the administration fee payable to Horace Mann Investors,
Inc.

                                      B-6
<PAGE>

Example(/1/)

<TABLE>
<CAPTION>
                                                Short Small Cap International  Socially
                         Equity Balanced Income Term   Growth      Equity     Responsible
                          Fund    Fund    Fund  Fund    Fund        Fund         Fund
                         ------ -------- ------ ----- --------- ------------- -----------
<S>                      <C>    <C>      <C>    <C>   <C>       <C>           <C>
For Flexible Payment
 Contracts
- --------------------
If you surrender your
Contract at the end of
the applicable time pe-
riod:
You would pay the
following expenses on a
$1,000 investment,
assuming 5% annual
return on assets:
  1 year                  $104    $104    $106  $114    $112        $112         $107
  3 years                 $133    $133    $139  $163    $157        $159         $142
  5 years                 $172    $172    $184  $225    $214        $217         $189
  10 years                $313    $313    $337  $416    $395        $400         $346
If you do not surrender
 your Contract:
You would pay the
following expenses on a
$1,000 investment,
assuming 5% annual
return on assets:
  1 year                  $ 22    $ 22    $ 24  $ 33    $ 31        $ 31         $ 25
  3 years                 $ 67    $ 67    $ 74  $101    $ 94        $ 95         $ 77
  5 years                 $115    $115    $128  $171    $159        $162         $132
  10 years                $247    $247    $273  $357    $335        $339         $282
For Single Payment Con-
 tracts
- -----------------------
If you surrender your
Contract at the end of
the applicable time pe-
riod:
You would pay the
following expenses on a
$1,000 investment,
assuming 5% annual
return on assets:
  1 year                  $ 73    $ 73    $ 76  $ 84    $ 82        $ 82         $ 76
  3 years                 $100    $100    $107  $132    $125        $127         $110
  5 years                 $126    $126    $139  $182    $170        $173         $143
  10 years                $247    $247    $273  $357    $335        $339         $282
If you do not surrender
 your Contract:
You would pay the
following expenses on a
$1,000 investment,
assuming 5% annual
return on assets:
  1 year                  $ 22    $ 22    $ 24  $ 33    $ 31        $ 31         $ 25
  3 years                 $ 67    $ 67    $ 75  $101    $ 94        $ 95         $ 77
  5 years                 $115    $115    $128  $171    $159        $162         $132
  10 years                $247    $247    $273  $357    $335        $339         $282
</TABLE>

(/1/)The Example should not be considered a representation of past or future
expenses. Amounts shown are based on the "Total Expenses" shown on the fee
table and average cash value of the average number of annuity contracts in the
accumulation phase during the 1999 calendar year. Actual expenses may by
greater or less than those shown. There is no assumption for premium taxes,
applicable in certain states, in these examples.

  THE PURPOSE OF THE TABLE IS TO ASSIST CONTRACT OWNERS IN UNDERSTANDING THE
  VARIOUS COSTS AND EXPENSES THAT THEY BEAR DIRECTLY OR INDIRECTLY. THE TABLE
 REFLECTS EXPENSES OF THE SEPARATE ACCOUNT AS WELL AS THOSE OF THE UNDERLYING
              FUNDS. SEE "THE CONTRACT--DEDUCTIONS AND EXPENSES."

                                      B-7
<PAGE>

Condensed Financial Information
- -------------------------------------------------------------------------------

   The following information is taken from the Separate Account financial
statements and is covered by the report of the Separate Account Independent
Auditors. A copy of the financial statements and reports are contained in the
Annual Report for the Separate Account and are incorporated herein by
reference and may be obtained by calling or writing Horace Mann Life Insurance
Company. The Small Cap Growth Fund, International Equity Fund and Socially
Responsible Fund each commenced operations on March 10, 1997.

<TABLE>
<CAPTION>
                                 Accumulation Accumulation   # Units
                                  Unit Value   Unit Value  Outstanding
       Account            Year   Beginning of    End of      End of
       Division          Ended      Period       Period      Period
       --------         -------- ------------ ------------ -----------
       <S>              <C>      <C>          <C>          <C>
       Equity Fund      12/31/99    $24.34       $21.92    23,495,939
                        12/31/98     25.66        24.34    22,401,337
                        12/31/97     23.76        25.66    18,317,985
                        12/31/96     21.66        23.76    13,503,527
                        12/31/95     17.64        21.66     9,499,642
                        12/31/94     19.85        17.64     7,444,937
                        12/31/93     19.49        19.85     5,271,528
                        12/31/92     19.15        19.49     3,847,269
                        12/31/91     16.64        19.15     3,244,626
                        12/31/90     18.88        16.64     2,748,244
                        12/31/89     17.30        18.88     2,349,405

       Balanced Fund    12/31/99    $18.90       $17.27    22,591,194
                        12/31/98     19.82        18.90    21,781,222
                        12/31/97     18.94        19.82    18,709,483
                        12/31/96     18.00        18.94    15,151,785
                        12/31/95     15.26        18.00    12,085,917
                        12/31/94     16.72        15.26    10,010,131
                        12/31/93     16.22        16.72     7,470,133
                        12/31/92     15.91        16.22     5,352,185
                        12/31/91     14.19        15.91     4,274,088
                        12/31/90     15.10        14.19     3,528,857
                        12/31/89     13.48        15.10     2,697,026

       Income Fund      12/31/99    $13.24       $12.24     1,032,770
                        12/31/98     13.00        13.24     1,006,166
                        12/31/97     12.69        13.00       718,041
                        12/31/96     13.03        12.69       817,803
                        12/31/95     12.02        13.03       776,272
                        12/31/94     13.06        12.02       746,535
                        12/31/93     12.95        13.06       694,843
                        12/31/92     12.92        12.95       566,223
                        12/31/91     12.26        12.92       473,423
                        12/31/90     12.35        12.26       415,716
                        12/31/89     11.64        12.35       346,639

       Short-Term Fund  12/31/99    $ 9.98       $ 9.89       143,624
                        12/31/98      9.99         9.98       125,460
                        12/31/97     10.03         9.99       114,103
                        12/31/96     10.00        10.03       112,004
                        12/31/95     10.08        10.00        95,982
                        12/31/94     10.07        10.08       103,526
                        12/31/93     10.09        10.07       106,595
                        12/31/92     10.10        10.09        99,345
                        12/31/91     10.37        10.10        94,194
                        12/31/90     10.73        10.37       106,548
                        12/31/89     10.49        10.73        96,997
</TABLE>


                                      B-8
<PAGE>

<TABLE>
<CAPTION>
                                       Accumulation Accumulation   # Units
                                        Unit Value   Unit Value  Outstanding
                                Year   Beginning of    End of      End of
       Account Division        Ended      Period       Period      Period
       ----------------       -------- ------------ ------------ -----------
       <S>                    <C>      <C>          <C>          <C>
       Small Cap Growth Fund  12/31/99    $12.38       $19.76     2,731,955
                              12/31/98     11.70        12.38     2,063,019
                              12/31/97     10.00        11.70     1,219,124

       International Equity
        Fund                  12/31/99    $12.13       $17.52     1,298,573
                              12/31/98     10.27        12.13       758,622
                              12/31/97     10.00        10.27       451,401

       Socially Responsible
        Fund                  12/31/99    $12.99       $13.81     4,001,791
                              12/31/98     12.10        12.99     2,513,258
                              12/31/97     10.00        12.10       692,571
</TABLE>

   Accumulation unit values shown above are reduced annually for dividend
distributions from each underlying mutual fund. Dividend distributions are
used to purchase additional accumulation units.

   Financial statements of the Account and of HMLIC are available with the
Statement of Additional Information. A copy of the Statement of Additional
Information and of the financial statements may be obtained without charge by
mailing a written request to Horace Mann Life Insurance Company, P.O. Box
4657, Springfield, Illinois 62708-4657, by sending a telefacsimile (FAX)
transmission request to (217) 535-7123, or by telephoning (217) 789-2500 or
(800) 999-1030 (toll-free).

   From time to time the account may advertise total return for the
subaccount. Total return may be used for all seven subaccounts. Total return
performance figures represent past performance and are not intended to
indicate future performance. Investment return and the principal value of an
investment may fluctuate. A contract owner's shares, when redeemed, may be
worth more or less than their original cost. Total return is computed by
finding the average annual compounded rate of return that would equate the
initial amount invested to the ending redeemable value.

   To the extent required, all charges shown in the Table of Annual Operating
Expenses are reflected in the calculations of the performance figures. Total
return may be calculated to reflect the fact that certain expenses have been
reimbursed or waived. In addition, total return calculations assume redemption
at the end of the stated period and, therefore, reflect the applicable
surrender charge. However, comparative figures may be presented that do not
assume redemption.

                                      B-9
<PAGE>

Horace Mann Life Insurance Company, The Account and The Horace Mann Mutual
Funds

Horace Mann Life Insurance Company
   Horace Mann Life Insurance Company ("HMLIC") located at One Horace Mann
Plaza, Springfield, Illinois 62715-0001, is an Illinois stock life insurance
company organized in 1949. HMLIC is licensed to do business in 48 states and
in the District of Columbia. HMLIC writes individual and group life insurance
and annuity contracts on a nonparticipating basis.

   HMLIC is an indirect wholly-owned subsidiary of Horace Mann Educators
Corporation ("HMEC"), a publicly-held insurance holding company traded on the
New York Stock Exchange.

The Account
   On October 9, 1965, HMLIC established the account under Illinois law. The
account is registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940. The account and
each subaccount are administered and accounted for as a part of the business
of HMLIC. However, the income gains and losses, whether or not realized, of
each subaccount are credited to or charged against the amounts allocated to
that subaccount in accordance with the terms of the contracts without regard
to other income, gains or losses of the remaining subaccounts or of HMLIC. The
assets of the account may not be charged with liabilities arising out of any
other business of HMLIC. All obligations arising under the contracts,
including the promise to make income payments, are general corporate
obligations of HMLIC. Accordingly, all of HMLIC's assets are available to meet
its obligations and expenses under the contracts. While HMLIC is obligated to
make payments under the contracts, the amount of variable income payments are
not guaranteed since the payment amounts fluctuate in accordance with the
performance of the subaccounts.

   The account is divided into subaccounts. HMLIC uses the assets of each
subaccount to buy shares of the underlying mutual funds based on contract
owner instructions.

The Horace Mann Mutual Funds
   The Horace Mann Mutual Funds ("Trust") is an open-end, diversified,
management investment company registered under the Investment Company Act of
1940. The Trust is made up of a series of portfolios ("Funds"). The Trust
issues shares of beneficial interest that are continually offered for sale.
The Funds, advised by Wilshire Associates Incorporated ("Wilshire"), invest in
securities of different issuers and industry classifications in an attempt to
spread and reduce the risks inherent in all investing. Wilshire has entered
into an agreement with investment subadviser(s) for each of the Funds whereby
the subadviser(s) manage the investment and reinvestment of the assets of a
Fund.

   The primary investment objective of the Equity Fund is long-term capital
growth; conservation of principal and production of income are secondary
objectives. The Equity Fund invests substantially all of its assets in common
stocks of domestic companies. Wellington Management Company, LLP ("Wellington
Management"), Sanford C. Bernstein and Co., Inc. ("Sanford Bernstein") and
Mellon Equity Associates, LLP ("Mellon Equity") serve as the investment
subadvisers to the Equity Fund. This fund was referred to as the Growth Fund
prior to May 1, 2000.

   The primary investment objective of the Balanced Fund is to realize high
long-term total rate of return consistent with prudent investment risks. The
Balanced Fund's assets are indirectly invested in a mix of common stocks, debt
securities and money market instruments through investments in the Equity Fund
and Income Fund.

   The primary investment objective of the Income Fund is to achieve a long-
term total rate of return in excess of the U.S. bond market over a full market
cycle. The Income Fund invests primarily in U.S. investment grade fixed income
securities. Wellington Management, Western Asset Management Company, and
Western Asset Management Limited ("WAML") serve as the investment subadvisers
to the Income Fund.

   The primary investment objective of the Short-Term Fund is to realize
maximum current income to the extent consistent with liquidity. Preservation
of principal is a secondary objective. The Short-Term Fund attempts to realize
its objectives through investments in short-term debt instruments; it is not a
money market fund and does not maintain a stable net asset value per share.
Wellington Management serves as the investment subadviser to the Short-Term
Fund.

   The investment objective of the Small Cap Growth Fund is long-term capital
appreciation through small cap stocks with earnings growth potential. The
Small Cap Growth Fund invests primarily in small cap stocks, which the
subadviser considers to have favorable and above-average earnings growth
prospects. Accordingly, their stock prices may rise faster, but can also
decline more in unfavorable business climates. As a result of these "higher
highs" and "lower lows," they are more volatile. BlackRock Financial
Management, Inc. ("BlackRock") serves as investment subadviser to the Small
Cap Growth Fund.

   The primary investment objective of the International Equity Fund is long
term capital growth primarily through diversified holding of marketable
foreign equity investments. The International Equity Fund invests primarily in
equity securities of established companies, listed on foreign exchanges, which
the subadviser believes have favorable characteristics. It may also invest in
fixed income securities of foreign governments and companies. Investing in
foreign securities may involve a greater degree of risk than investing in
domestic securities due to the possibility of currency fluctuations, more
volatile markets, less securities regulation and political instability.
Scudder Kemper Investments, Inc. ("Scudder Kemper") serves as the investment
subadviser to the International Equity Fund.

                                     B-10
<PAGE>

   The investment objective of the Socially Responsible Fund is long-term
growth of capital, current income and growth of income. The Socially
Responsible Fund invests primarily in marketable equity securities (including
common stocks, preferred stocks, and debt securities convertible into common
stocks of seasoned financially strong U.S.-based companies). Investments in
equity securities are limited to issuers which the subadviser determines:

  1. Do not produce tobacco products;

  2. Do not produce alcoholic beverages;

  3. Do not own and/or operate casinos or manufacture gaming devices;

  4. Do not produce pornographic materials;

  5. Do not produce nuclear weapons or guidance and/or delivery systems,
     specifically for nuclear weapons;

  6. By popular standards, maintain non-discriminatory employment practices
     throughout a company's facilities; and

  7. By popular standards, maintain environmental policies, practices and
     procedures which are currently acceptable, or which are exhibiting
     improvement.

   Because this fund invests in companies with socially responsible business
practices, it has limitations that may have an impact on performance. Scudder
Kemper serves as the investment subadviser to the Socially Responsible Fund.

   Detailed information on the Funds is contained in the Funds' Prospectus
which accompanies this Prospectus.

Administrator: Horace Mann Investors, Inc.

   HM Investors, a wholly-owned subsidiary of Horace Mann Educators
Corporation which is the indirect owner of Horace Mann Life Insurance Company
("HMLIC"), serves as administrator to the Funds pursuant to an Administration
Agreement dated March 1, 1999 with the Trust (the "Administration Agreement").
HM Investors provides for the management of the business affairs of each fund,
including, but not limited to, office space, secretarial and clerical
services, bookkeeping services, wire and telephone communications services,
and other similar services necessary for the proper management of each fund's
business affairs. Under the current administration agreement, the Funds agree
to assume and pay the charges and expenses of its operations, including, by
way of example, the compensation of Trustees other than those affiliated with
HM Investors, charges and expenses of independent auditors, of legal counsel,
of any transfer or dividend disbursing agent, of the custodian, all costs of
acquiring and disposing of portfolio securities, interest, if any, on
obligations incurred by the Funds, reports and notices to shareholders, other
like miscellaneous expenses, and all taxes and fees to federal, state, or
other governmental agencies.

   For the services and facilities furnished to the Funds, HM Investors
receives a fee based upon the combined assets of the Funds as follows: 0.25%
of the first $1 billion of assets and 0.20% of assets in excess of $1 billion.
An administration fee is charged directly against all assets in the Balanced
Fund. However, in order to avoid duplication of charges under the fund of
funds structure, HM Investors has indicated that it intends to waive the
majority of the administrative fees charged to the Balanced Fund directly. In
addition, Balanced Fund shareholders will indirectly pay the administration
fee of the assets invested in the Equity Fund and Income Fund under the fund
of funds structure. Therefore, the aggregate administration fees directly and
indirectly borne by shareholders of the Balanced Fund will be higher than the
fees shareholders would bear if they invested directly in the Equity and
Income Fund.

The Contract

Contract Owners' Rights
   A Contract may be issued on a non-qualified basis. Non-qualified contracts
are subject to certain tax restrictions. See "Tax Consequences."

   Unless otherwise provided by law, and subject to the terms of any governing
plan or trust, the contract owner may exercise all privileges of ownership, as
defined in the contract, without the consent of any other person. These
privileges include the right during the period specified in the contract to
change the beneficiary designated in the contract, to designate a payee and to
agree to a modification of the contract terms.

   This prospectus describes only the variable portions of the contract. On
the maturity date, the contract owner has certain rights to acquire fixed
annuity payout options. See the contract for details regarding fixed income
payments.

Purchasing the Contract

   The contract is offered and sold by HMLIC through its licensed life
insurance sales personnel who are also registered representatives of HM
Investors. HMLIC has entered into a distribution agreement with Investors,
principal underwriter of the Account. HM Investors, located at One Horace Mann
Plaza, Springfield, Illinois 62715-0001, is a broker-dealer registered under
the Securities Exchange Act of 1934. HM Investors is a member of the NASD and
is a wholly-owned subsidiary of Horace Mann Educators Corporation.

   In order to purchase a contract offered by this prospectus, an applicant
must complete an application bearing all requested signatures and a properly
endorsed suitability questionnaire.

   Applications for contracts are to be sent to HMLIC's Home Office. If an
incomplete application is received, HMLIC will promptly request that the
applicant furnish additional information needed to process the application.
The initial purchase payment will be held in a suspense account, without
interest, for a period not exceeding five business days. If the necessary
information is not received within these five business
                                     B-11
<PAGE>

days HMLIC will return the initial purchase payment, unless otherwise directed
by the applicant.

   Sales commissions are paid by HMLIC. Sales commissions typically range from
2% to 6% of purchase payments received.

Purchase Payments
   Amount and Frequency of Purchase Payments--The minimum annual purchase
payment under flexible premium contracts is $1,200. Payments may be made in a
lump sum or installments. The minimum monthly purchase payment is $100. No
purchase payments are required after the first contract year. The minimum
purchase payment under a single premium contract is $2,000. In certain
Individual and group contracts these minimums may be lowered.

   Allocation of Purchase Payments--All or part of the purchase payments made
may be allocated to one or more subaccounts. The minimum purchase payment
amount allocated to any subaccount in any given contract year must equal or
exceed $100.

   Accumulation Units and Accumulation Unit Value--The number of accumulation
units purchased by net purchase payments is determined by dividing the dollar
amount credited to each subaccount by the applicable accumulation unit value
next determined following receipt of the payment by HMLIC. The value of an
accumulation unit is based on the investment experience of the underlying
Fund.

   Accumulation units are valued on each valuation date. The accumulation unit
value of each subaccount is equal to the net asset value of the underlying
Fund (computed by dividing the net assets of a mutual fund by the outstanding
number of mutual fund shares on each valuation date). Dividends declared by
the underlying Fund of each subaccount, net of applicable deductions and
charges, are used to purchase additional accumulation units. To the extent
that deductions and charges exceed dividends, accumulation units will be
surrendered. The accumulation unit value of the Equity Fund subaccount was
established at $16.87 on October 9, 1965. The accumulation unit value of the
Balanced Fund, Income Fund and Short-Term Funds subaccounts was established at
$10.00 on February 1, 1983. The accumulation unit value of the Small Cap
Growth Fund, International Equity Fund and Socially Responsible Fund
subaccounts was established at $10.00 on March 10, 1997.

Transactions
   Transfers--Amounts may be transferred from one subaccount to another, and
to and from the fixed account of the contract, prior to the maturity date.

   For Annuity Alternatives contracts transfers from the fixed portion of the
contract into a subaccount are treated like any other partial withdrawal from
the fixed account, except that no surrender charge is imposed and the early
withdrawal penalty is being waived. If an amount transferred from the fixed
account is surrendered or withdrawn within 365 days, the amount transferred
will be subject to the applicable surrender charge and early withdrawal
penalty as if the money had been withdrawn from the fixed account. The penalty
will not be charged if (1) the transfer occurred on a Scheduled Update
(renewal date) or (2) if the Scheduled Update occurred between the transfer
and withdrawal or surrender date(s).

   For Non-qualified plus contracts if you transfer money from the fixed
portion of the contract into a subaccount and withdraw or surrender within 365
days of the transfer you will be charged the early withdrawal penalty. The
early withdrawal penalty will not be charged if (1) the transfer occurred on a
Scheduled Update or (2) if the Scheduled Update occurred between the transfer
and withdrawal or surrender date(s).

   The minimum amount that can be transferred is $100 or the entire dollar
value of the subaccount(s), whichever is less.

   A contract owner may elect to transfer funds between subaccounts and the
fixed account by submitting a written request to Horace Mann Life Insurance
Company at P.O. Box 4657, Springfield, Illinois 62708-4657 or by calling (800)
999-1030. Telefacsimile (FAX) transmissions of the request also will be
accepted if sent to (217) 527-2307. The request must: (1) be signed by the
contract owner, or for telephone transactions, be made by the contract owner,
(2) include the name of the contract owner and the contract number, and (3)
specifically state either the dollar amount or the number of accumulation
units to be transferred. The request also must specify the subaccounts from
which and to which the transfer is to be made. Transfers are effective either
on a date specified in the request, provided that date falls on or after
receipt of the request at the Home Office, or on the first valuation date
following receipt of the request by the Home Office.

   Up to twelve transfers (not extending beyond a twelve month period) may be
pre-scheduled at any point in time. Transfers can be pre-scheduled by
following the procedures in the paragraph above. See "Other Information--Forms
Availability." If the contract owner decides to cancel a pre-scheduled
transfer arrangement, he or she must notify the Home Office either in writing
or by calling (800) 999-1030 or telefacsimile (FAX) (217) 527-2307 prior to
the next designated transfer date.

   Changes in Allocation Instructions--A contract owner may elect to change
the allocation of future net purchase payments at any time by mailing a
written request to Horace Mann Life Insurance Company at P.O. Box 4657,
Springfield, Illinois 62708-4657 or by calling (800) 999-1030. Telefacsimile
(FAX) transmissions of the request also will be accepted if sent to (217) 527-
2307. The request must: (1) be signed by the contract owner, (2) include the
contract owners's name and contract number, and (3) specify the new allocation
percentage for each subaccount. If allocations are made to the fixed portion
of the contract or to one or more subaccounts, the percentages must total
100%. Changes in allocation instructions are effective either on a date
specified in the request, provided that date falls on or after receipt of the
request in the Home Office, or on the

                                     B-12
<PAGE>

first valuation date following receipt of the request by the Home Office. See
"Other Information--Forms Availability."

   Surrender Before Commencement of Annuity Period--If not restricted by the
IRC, a contract owner may surrender the contract in whole or withdraw in part
for cash before income payments begin.

   The surrender or partial withdrawal value is determined on the basis of the
accumulation unit value next computed following the receipt of the request for
surrender or partial withdrawal in the Home Office. A surrender or partial
withdrawal may result in adverse federal income tax consequences to the
contract owner. These consequences include current taxation of payments
received, and may include penalties resulting from premature distribution. See
"Tax Consequences."

   A contract owner eligible to surrender or request a partial withdrawal may
elect to do so by submitting a signed, written request to Horace Mann Life
Insurance Company at its Home Office at P.O. Box 4657, Springfield, Illinois
62708-4657. A partial withdrawal request must be in a form acceptable by
HMLIC; telefaxsimile (FAX) transmissions of the request will be accepted if
the proceeds are sent to the Contract Owner. A surrender request must be in a
form acceptable by HMLIC; telefaxsimile (FAX) transmissions of the request
will not be accepted. See "Tax Consequences and Other Information--Forms
Availability."

   Partial withdrawals and surrenders will be processed either on a date
specified by you in a request, provided the date specified occurs on or after
receipt of the request at the Home Office, or on the first valuation date
following receipt of the request at the Home Office.

   Any partial withdrawal is subject to a $100 minimum and may not reduce the
contract owner's interest in a subaccount to less than $100. A complete
surrender may be made at any time, unless otherwise restricted by the
retirement plan or the IRC.

   Surrenders and partial withdrawals from any variable subaccount are subject
to the surrender charges shown in "Deductions and Expenses--Surrender
Charges".

   HMLIC surrender charges are applied to the withdrawals based on the date
the account is opened and not on the date the purchase payment is paid.

   Partial withdrawals may be made without charge if (1) the withdrawal does
not exceed 15% of the contract value; and (2) the contract has been in force
for two or more contract years; and (3) more than twelve months have passed
since the date of the last partial withdrawal. Contract value is computed on
the first valuation date following receipt of the request in good form by the
Home Office. If all three conditions are not met, partial withdrawals may be
subject to surrender charges. The Non-qualified plus contract will allow a
withdrawal without charge if the withdrawal value does not exceed 10% of the
contract value and all of the other conditions are met.

   Any request for partial withdrawal, where the withdrawal is subject to a
surrender charge, will be increased by the amount of the surrender charge. For
example, a request to withdraw $3,000 at a 4% surrender charge on cash value
will require a withdrawal of $3,125. This withdrawal represents a cash
distribution of $3,000 and a surrender charge of $125. Any taxes withheld will
reduce the dollar amount of the distribution.

   The surrender charge is assessed on the basis of the amount surrendered or
withdrawn from the subaccount(s), but will never exceed 8.5% of net purchase
payment(s) to a subaccount during the lifetime of the contract. For example,
if a contract owner's subaccount value is $12,000 and net purchase payments to
date equal $10,000 and the contract owner withdraws $2,000 (i.e., one sixth of
the subaccount value), then the surrender charge may not exceed 8.5% of
$1,666.66 (one sixth of the purchase payment(s) to which the withdrawal
relates).

   If premium taxes are deducted prior to surrender or partial withdrawal, any
reduction of HMLIC's premium tax liability due to the surrender or partial
withdrawal will be to HMLIC's benefit.

   Deferment--HMLIC ordinarily completes a transaction within seven calendar
days after receipt of a proper request to transfer, surrender, partially
withdraw or commence income payments. The value of the contract is determined
as of the valuation date on which the request is received. However,
determination of contract value and processing the transaction may be deferred
for (1) any period during which the New York Stock Exchange is closed for
other than customary weekend or holiday closings or during which trading is
restricted by the Securities and Exchange Commission; (2) any emergency period
when it is not reasonably practicable to sell securities or fairly determine
accumulation unit values or annuity unit values; or (3) any other period
designated by the Securities and Exchange Commission to protect persons with
interests in the account.

   Confirmations--HMLIC mails written confirmations of purchase payments to
contract owners on a quarterly basis within five business days following the
end of each calendar quarter. Written confirmations of transfers, changes in
allocations, partial withdrawals, and surrenders, are mailed to contract
owners within seven calendar days of the date the transaction occurred.

   If a contract owner believes that the confirmation statement contains an
error, the contract owner should notify HMLIC as soon as possible after
receipt of the confirmation statement. Notice may be provided by writing to
HMLIC, P.O. Box 4657, Springfield, Illinois 62708-4657, by sending a
telefacsimile (FAX) transmission to (217) 527-2307, or by telephoning (217)
789-2500 or (800) 999-1030 (toll free).

Deductions and Expenses
   Annual Maintenance Charge--An annual maintenance charge of $25 is deducted
from each contract on the contract anniversary date unless the contract value
equals or exceeds $50,000. On certain group and individual plans the fee will
be

                                     B-13
<PAGE>

stopped when the contract value equals or exceeds $10,000. The annual
maintenance charge is deducted from the subaccount containing the greatest
dollar amount or from the fixed portion of the contract when none of the
variable subaccount(s) have any value.

  Charges for annual maintenance cease on the maturity date. No annual
maintenance charge is taken, in whole or in part, in the event of a complete
surrender unless the surrender occurs on the contract anniversary date.

  The annual maintenance charge is intended to reimburse HMLIC for actual
expenses incurred in administering the contract. HMLIC does not expect to
profit from such annual maintenance charge and assumes the risk that this
annual maintenance charge may be insufficient to cover the actual costs of
administering the contract.

  Mortality and Expense Risk Fee--For assuming mortality and expense risk,
HMLIC applies an asset charge to the account value of each contract. The fee
for mortality and expense risk may not exceed the annual rate of 1.25% of the
average net variable account value based on the date of calculation (0.45% for
mortality risk, and 0.80% for expense risk); however, HMLIC reserves the right
to change the fee (subject to the 1.25% ceiling) in the future. The fee
accumulates on a weekly basis at a rate of .0238268% of the net variable
account value as of the date of the calculation. The accumulated value of the
fee is deducted annually (usually at the time the Trust declares dividends)
from each subaccount or upon any surrender, partial withdrawal or transfer of
value accruing before such annual deduction with the necessary number of
units, at the then current accumulation unit value, being redeemed to equal
the dollar amount of the charges owed.

  Surrender Charges--If not restricted by the IRC, a contract owner may
surrender the contract in whole or withdraw in part for cash before income
payments begin.

  The products reflected below may not be available in all states.

New Non-qualified

<TABLE>
<CAPTION>
  During                         Flexible Premium                                           Age 55+
 Contract                        Under age 55 at                                              at
  Years                               issue                                                  issue
- ----------                       ----------------                                           -------
<S>                              <C>                                                        <C>
     1                                 8%                                                     8%
     2                                 7%                                                     7%
     3                                 6%                                                     6%
     4                                 5%                                                     5%
     5                                 5%                                                     4%
     6                                 5%                                                     3%
     7                                 5%                                                     2%
     8                                 5%                                                     1%
     9                                 5%                                                     0%
    10                                 5%                                                     0%
Thereafter                             0%                                                     0%
</TABLE>

Annuity Alternatives
  Annuity alternatives contracts have been issued since 1982.

<TABLE>
<CAPTION>
                                     Flexible                                                   Single
                                     Premium                                                    Premium
                                     --------                                                   -------
<S>                                  <C>                                                        <C>
    1                                  8%                                                         5%
    2                                  8%                                                         4%
    3                                  6%                                                         3%
    4                                  4%                                                         2%
    5                                  2%                                                         1%
Thereafter                             0%                                                         0%
</TABLE>

For further information regarding surrender or partial withdrawals see
"Surrender Before Commencement of Annuity Period."

  Operating Expenses of the Horace Mann Mutual Funds--There are deductions
from and expenses paid out of the assets of the Funds that are described in
the Funds' Prospectus which accompanies this prospectus.

  Premium Taxes--Certain state and local governments levy a premium tax,
presently ranging from 0 to 3.5%, on the amount of purchase payments made
under this contract. The premium tax, if any, is deducted either when payments
are received or when an amount is applied to provide an annuity at the
maturity date, depending upon the applicable law.

Death Benefit Proceeds
  If a contract owner dies before the maturity date, the contract value, or
the amount of net purchase payments less any withdrawals, whichever is
greater, will be paid to the beneficiary designated by the contract owner. The
contract value is determined as of the date proof of death is received by
HMLIC from the beneficiary. Proof of death includes a certified death
certificate and a completed claimant's statement.

  All or part of the death benefit proceeds may be paid to the beneficiary
under one of the income payment options described under "Income Payments--
Income Payment Options." If the form of income payment selected requires that
payment be made by HMLIC after the death of the beneficiary, payments will be
made to a payee designated by the beneficiary or, if no subsequent payee has
been designated, to the beneficiary's estate.

  For all contracts issued in connection with this prospectus if the contract
owner dies before income payments begin and the designated beneficiary is not
a surviving spouse, the IRC requires the complete distribution of proceeds by
December 31 of the calendar year of the fifth anniversary of the death; i.e.,
"the five-year rule." This requirement can be satisfied by an annuity for life
or a period certain not exceeding the life expectancy of a designated
beneficiary, provided the income payments begin no later than December 31 of
the calendar year following the contract owner's death. Any part of a contract
owner's interest payable to a minor child will be paid to the child's legal
guardian for the benefit of the child.

                                     B-14
<PAGE>

   For non-qualified annuities, a designated beneficiary which is a surviving
spouse may defer distributions until he or she reaches age 70 1/2. However, if
the surviving spouse dies before distributions begin under any non-qualified
contract issued in connection with this prospectus, the five-year rule and its
exceptions, explained in the preceding paragraph, will apply to his or her
beneficiary.

   If the contract owner dies on or after the maturity date, the remaining
portion of the interest in the contract undistributed at the time of the
contract owner's death must be distributed at least as rapidly as under the
method of distribution in force at the time of the contract owner's death.

Income Payments
   The contract provides for fixed or variable income payment options or a
combination of both. The contract owner may elect to have income payments made
under any one or more of the options described below or may elect a lump sum
payment. To begin receiving income payments a properly completed request form
must be received in the Home Office. The request will be processed so that the
income payments begin on the first of the month following the month of receipt
unless a later date is requested and approved by the company. If a fixed
payment option is elected, the variable account value will be transferred to
the fixed account on the date the request is received in the Home Office. In
addition, if a variable payment is elected, any money in the fixed account
will be transferred to the variable account on the date we received the
request in the Home Office. Generally, at the time an income payment option is
selected, a contract owner must elect whether to withhold for federal and
state income taxes. See "Other Information--Forms Availability" and "Tax
Consequences."

   In general, the longer income payments are guaranteed, the lower the amount
of each payment. Fixed income payments are paid in monthly, quarterly, semi-
annual & annual installments. Variable income payments are paid only on a
monthly basis. If the contract value to be applied under any one fixed or
variable income payment option is less than $2,000 or if the option chosen
would provide income payments less than $20 per month at the maturity date,
then the contract value may be paid in a lump sum.

Income Payment Options
   The following income payment options are available on a variable basis
unless otherwise stated.

   Life Annuity with or without Period Certain--The life option guarantees
income payments for the lifetime of the annuitant. If a certain period is
selected (5, 10, 15, 20 years) and the annuitant dies before the end of the
period, income payments are guaranteed to the beneficiary until the end of the
period selected. If no beneficiary is living at the time of the annuitant's
death, the present value, if any, of the remaining certain period payments
will be paid in a single sum to the estate of the annuitant. Under the life
without period certain option, it is possible that only one income payment may
be made if the annuitant's death occurred before the due date of the second
income payment. This option usually provides the largest income payments. The
annuitant cannot make unscheduled withdrawals or change to another option
after the first income payment has been made.

   Joint and Survivor Life Annuity--This life only option provides lifetime
income payments during the lifetimes of two annuitants. After one annuitant
dies, the income payments will continue during the lifetime of the survivor
based on the survivor percentage elected (i.e., 100%, 50%, etc.). The income
payments cease after the last payment paid prior to the survivor's death. It
could be possible for only one payment to be made under this option if both
annuitants die before the due date of the second payment. The annuitants
cannot make unscheduled withdrawals or change to another income option after
the first income payment has been made.

   Income for Fixed Period--This option provides income payments for a fixed
period not less than one year nor exceeding 30 years; however, payments may
not extend beyond the life expectancy of the annuitant. Upon the annuitant's
death, the beneficiary will be paid the remaining income payments due, if any.
If no beneficiary is living at the time of the annuitant's death, the present
value, if any, of the remaining income payments will be paid in a lump sum to
the estate of the annuitant. The annuitant has the right to change to another
income option or make unscheduled withdrawals subject to surrender penalties,
if applicable, from the remaining present value subject to IRC requirements.
To determine the surrender penalty rate, contract years are counted from the
original effective date of the accumulation contract. Refer to "Deduction and
Expenses--Surrender Changes" for the appropriate rate. This option is
available on a fixed payment basis only.

   Income for Fixed Amount--This option provides payments of a fixed amount
until the account value, with interest, has been paid; however, payments may
not extend beyond the life expectancy of the annuitant. Upon the annuitant's
death, the beneficiary will be paid the remaining income payments due, if any,
or the beneficiary may request the present value, if any, of the remaining
income payments. If no beneficiary is living at the time of the annuitant's
death, the present value, if any, of the remaining income payments will be
paid in a lump sum to the estate of the annuitant. The annuitant has the right
to change to another income option or make unscheduled withdrawals subject to
surrender penalties, if applicable, from the remaining present value subject
to IRC requirements. To determine the surrender penalty rate, contract years
are counted from the original effective date of the accumulation contract.
Refer to "Deduction and Expenses--Surrender Changes" for the appropriate rate.
This option is available on a fixed payment basis only.

   Interest Income Payments--This option provides income payments based on
interest earned from the proceeds of the contract, at a rate determined by
HMLIC, but never less than the annual guaranteed interest rate. Interest will
be

                                     B-15
<PAGE>

credited at the end of each payment period. The annuitant may elect another
income option at the end of any payment period, or may withdraw the contract
value in whole or in part upon written request subject to surrender penalties
if applicable. The request must be made prior to the end of the period that
the annuitant agreed to receive income payments. This option is available on a
fixed payment basis only.

   Other Income Options--If the annuitant does not wish to elect one or more
income payment options, the annuitant may:

     a) receive the proceeds in a lump sum, or

     b) leave the Contract with HMLIC, or

     c) elect any other option that HMLIC makes available.

Amount of Fixed and Variable Income Payments
   In general, the dollar amount of income payments under the contract depends
on contract value. Contract value equals the value of the fixed portion of the
contract plus the value of each subaccount. The value of each subaccount is
determined by multiplying the number of accumulation units credited to each
subaccount by its respective accumulation unit value, less any accumulated
Mortality & Expense Risk fee. Contract value may be more or less than the
amount of net purchase payments allocated to the contract.

   Fixed Income Payments--The amount of each payment under a fixed income
payment option is determined from the income option tables in the contract.
These tables show the monthly payment for each $1,000 of contract value
allocated to provide a fixed income payment. Guaranteed fixed income payments
will not change regardless of investment, mortality or expense experience.
Higher income payments may be made at the sole discretion of HMLIC.

   Variable Income Payments--The amount of the first monthly variable income
payment is determined from the income option tables in the contract. The
tables show the amount of the income payment for each $1,000 of value
allocated to provide income payments. The income option tables vary with the
form of income option payment selected and adjusted age of the annuitant(s).

   The first monthly variable income payment is used to calculate the number
of variable annuity units for each subsequent monthly income payment. The
number of variable annuity units remains constant over the payment period
except when a joint and survivor option is chosen. The number of variable
annuity units will be reduced upon the death of either annuitant by the
survivor percentage elected.

   The amount of monthly income payments following the first variable income
payment varies from month to month to reflect the investment experience of
each subaccount funding those payments. Income payments are determined each
month by multiplying the variable annuity units by the applicable variable
annuity unit value at the date of payment. The variable annuity unit value
will change between valuation dates to reflect the investment experience of
each subaccount.

   Assumed Interest Rate--The selection of an assumed interest rate affects
both the first monthly variable income payment and the pattern of subsequent
payments. One divided by the sum of the assumed interest rate and the
mortality and expense risk charge, adjusted to a monthly rate, is the
investment multiplier. If the investment performance of a subaccount funding
variable income payments is the same as the investment multiplier, the monthly
payments will remain level. If its investment performance exceeds the
investment multiplier, the monthly payments will increase. Conversely, if
investment performance is less than the investment multiplier, the payments
will decrease. Unless otherwise provided, the assumed interest rate is 3.0%
per annum.

   Annuity Unit Value--The variable annuity unit value for the Equity,
Balanced, and Income Fund subaccount was set at $10.00 as of the date amounts
first were allocated to provide income payments. The variable annuity unit
value for the Short-Term Fund, International Fund, Small Cap Fund and Socially
Responsible Fund subaccounts also have been set at $10.00, however, no income
payments have been paid from these subaccounts. The current variable annuity
unit value is equal to the prior variable annuity unit value on the valuation
date when payments were last determined, multiplied by the applicable net
investment factor. The net investment factor reflects the investment
performance of the subaccount during the current month plus the value of any
dividends and distributions during the current month. This factor is computed
by dividing the net asset value of a share of the underlying fund on the last
business day of the current month, plus any dividends or other distributions,
by the net asset value of a share on the last business day of the preceding
month, and multiplying this result by the investment multiplier.

Misstatement of Age
   If the age of the annuitant has been misstated, any income payment amount
shall be adjusted to reflect the correct age. If the income payments were too
large because of a misstatement of age, HMLIC will deduct the difference with
interest, at an effective annual interest rate of 6%, from future payments
until totally repaid. If the income payments were too small, HMLIC will add
the difference with interest, at an effective annual interest rate of 6%, to
the next payment.

Modification of the Contract
   The contract provides that it may be modified by HMLIC to maintain
continued compliance with applicable state and federal laws. Contract owners
will be notified of any modification. Only officers designated by HMLIC may
modify the terms of the contract.

   HMLIC reserves the right to offer contract owners, at some future date and
in accordance with the requirements of the Investment Company Act of 1940, the
option to direct that their net purchase payments be allocated to a subaccount
within
                                     B-16
<PAGE>

the Trust other than one or more of the seven currently offered Horace Mann
Mutual Funds. If any shares of the Trust's seven portfolios are not available
for purchase by the Account, or if in the judgment of HMLIC further investment
in these shares is no longer appropriate in view of the purposes of the
Account or subaccount, then (i) shares of another portfolio may be substituted
for existing fund shares held in the affected subaccount and/or (ii) payments
received after a date specified by HMLIC may be applied to the purchase of
shares of another portfolio. No substitution will be made without prior
approval of the Securities and Exchange Commission. Any substitution would be
for shares of a portfolio with investment objectives similar to those of the
fund it replaces.

Tax Consequences

Separate Account
   The operations of the Account form part of the operations of HMLIC;
however, the IRC provides that no federal income tax will be payable by HMLIC
on the investment income and capital gains of the Account if certain
conditions are met. Provided the investments of the underlying funds continue
to meet the diversification requirements of IRC Section 817(h), the contract
owner will not pay federal income tax on the investment income and capital
gains under a contract until income payments begin or a full or partial
withdrawal is made.

Contract Owners
   Contributions--No limitations are imposed on the amount of contributions
made to a non-qualified contract.

   Distributions Under Non-Qualified Contracts--Contract owners of non-
qualified contracts are not subject to federal income tax on earnings until
income payments are received under the contract. Contract owners of non-
qualified contracts are not subject to the minimum distribution requirements.

   A distribution by surrender or partial withdrawal during the accumulation
period may subject the contract owner to federal income tax. For this purpose,
an assignment or pledge (or agreement to assign or pledge) is considered a
distribution.

   If the distribution is a full surrender, the contract owner is taxed on the
amount distributed, less net purchase payments reduced by any prior partial
withdrawals which were not subject to income tax.

   A distribution by partial withdrawal is deemed to come first from any
previously untaxed accumulation and then from principal. The contract owner is
subject to income tax on any previously untaxed accumulation which is
distributed.

   Purchase payments may also be made by means of a full tax free exchange of
annuity contracts under IRC Section 1035. Contracts exchanged under IRC
Section 1035 after January 18, 1985 will be subject to the annuity income tax
rules of IRC Section 72 in effect after that date, with exceptions set forth
below regarding the first-in first-out treatment of contracts issued prior to
August 14, 1982. See below "Penalty Tax."

   If distributions are made pursuant to an income payment option, that
portion of each income payment which represents the contract owner's
investment in the contract is excluded from gross income for federal income
tax purposes. The "investment in the Contract" is equal to total purchase
payments to the contract less the portion of any periodic distributions that
were excluded from the individual's gross income. Once the contract owner's
investment is returned in full, the entire amount of each income payment is
taxable as ordinary income.

   Penalty Tax--Taxable distributions from non-qualified contracts received
prior to age 59 1/2 are also subject to a 10% penalty tax unless the
distribution is made after the contract owner's death or disability, received
as part of substantially equal periodic payments for the contract owner's
lifetime, or attributable to purchase payments made prior to August 14, 1982.
In addition, for non-qualified contracts issued during the period August 14,
1982 through January 18, 1985 and for additional purchase payments to non-
qualified contracts issued prior to August 14, 1982, the penalty tax will not
apply to distributions attributable to purchase payments paid ten years or
more prior to the distribution. For this purpose, distributions will be
attributed to purchase payments on a "first-in first-out" basis (i.e., to the
earliest purchase payment which has not been fully allocated to prior
distributions.)

   The preceding discussion is informational only and is not to be considered
tax advice. Contract owners are urged to consult a competent tax adviser
before taking any action that could have tax consequences.

Voting Rights

   Unless otherwise restricted by the plan under which a contract is issued,
each contract owner has the right to instruct HMLIC with respect to voting his
or her interest in the shares of the Funds held by the Separate Account at all
shareholder meetings.

   The number of votes that may be cast by a contract owner is based on the
number of units owned as of the record date of the meeting. Shares for which
no instructions are received are voted in the same proportion as the shares
for which instructions have been received. Any Fund shares attributable to
investment by HMLIC will be voted in proportion to the vote by contract owners
who have Separate Account units. Contract owners receive various materials,
such as proxy materials and voting instruction forms, that relate to voting
Fund shares.

Other Information

   Legal Proceedings--There are no legal proceedings to which the Separate
Account is a party or to which the assets of the Separate Account are subject.
HMLIC is engaged in various kinds of routine litigation that, in HMLIC's
judgment, are not

                                     B-17
<PAGE>

- ------------------------------------------------------------------------------
- ------
- --------------------------------------------------------------------------
material to its financial condition. None of this litigation relates to the
Separate Account.

  Registration Statement--A registration statement has been filed with the
Securities and Exchange Commission under the Securities Act of 1933 with
respect to the contract. This prospectus does not contain all information set
forth in the registration statement, its amendments and exhibits. Statements
contained in this prospectus as to the content of the contract and other legal
instruments are summaries. For a complete statement of the terms thereof,
reference is made to these instruments as filed.

  Contract Owner Communications--To ensure receipt of communications, contract
owners must notify HMLIC of address changes. Notice of a change in address may
be sent to Horace Mann Life Insurance Company, Annuity Customer Service, P.O.
Box 4657, Springfield, Illinois 62708-4657. Contract owners may also provide
notice of an address change by sending a telefacsimile (FAX) transmission to
(217) 527-2307 or by calling (217) 789-2500 or (800) 999-1030 (toll free).

  HMLIC will attempt to locate contract owners for whom no current address is
on file. In the event HMLIC is unable to locate a contract owner, HMLIC may be
forced to surrender the value of the contract to the contract owner's last
known state of residence in accordance with the state's abandoned property
laws.

  Contract Owner Inquiries--A toll free number, (800) 999-1030, is available
to telephone HMLIC's Annuity Customer Service Department. Written questions
should be sent to Horace Mann Life Insurance Company, Annuity Customer
Service, P.O. Box 4657, Springfield, Illinois 62708-4657.

  Forms Availability--Specific forms are available from HMLIC to aid the
contract owner in affecting many transactions allowed under the contract.
These forms may be obtained by calling the Annuity Customer Service Department
toll free at (800) 999-1030.

  NASD Regulation's Public Disclosure Program--Information about Horace Mann
Investors, Inc. and your agent is available from the National Association of
Securities Dealers (NASD) at www.nasdr.com or by calling (800) 289-9999.

Additional Information

  A copy of the Statement of Additional Information providing more detailed
information about the Account is available, without charge, upon request. The
Table of Contents of this Statement follows:

<TABLE>
<CAPTION>
Topic                                                                       Page
- -----                                                                       ----
<S>                                                                         <C>
General Information and History............................................   2
Investment Experience......................................................   2
Underwriter................................................................   3
Financial Statements.......................................................   4
</TABLE>

  To receive, without charge, a copy of the 1999 Annual Report of the Horace
Mann Mutual Funds and the Horace Mann Life Insurance Company Separate Account
and/or a copy of the Statement of Additional Information for Horace Mann Life
Insurance Company Separate Account and/or the Horace Mann Mutual Funds, please
complete the following request form and mail it to the address indicated
below, or send it by telefacsimile (FAX) transmission to (217) 535-7123 or
telephone (217) 789-2500 or (800) 999-1030 (toll-free).

   Horace Mann Life Insurance Company
   P.O. Box 4657
   Springfield, Illinois 62708-4657
Please provide free of charge the following information:

 1999 Annual Report of the Horace Mann Mutual Funds and the Horace Mann Life
      Insurance Company Separate Account.

 Statement of Additional Information dated May 1, 2000 for the Horace Mann
      Mutual Funds.

 Statement of Additional Information dated May 1, 2000 for the Horace Mann
      Life Insurance Company Separate Account.

  Please mail the above documents to:
  -------------------------------
  (Name)
  -------------------------------
  (Address)
  -------------------------------
  (City/State/Zip)

                                     B-18
<PAGE>


The Horace Mann Life Insurance Company
P.O. Box 4657
Springfield, Illinois 62708-4657
1-800-999-1030












Horace Mann(R)
- ----------------------------------------
Insuring America's Educational Community

www.horacemann.com
www.reacheverychild.com
<PAGE>

Statement of Additional Information

Variable tax deferred annuity contracts
Qualified and non-qualified plans

Horace Mann Life Insurance Company
Separate Account



May 1, 2000
<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION



HORACE MANN LIFE INSURANCE COMPANY  SEPARATE ACCOUNT



Individual and Group Flexible Payment and Individual Single Payment Variable Tax
Deferred Annuity Contracts



                      Horace Mann Life Insurance Company



This Statement of Additional Information is not a prospectus, but should be read
in conjunction with the Prospectuses, dated May 1, 2000, for Horace Mann Life
Insurance Company Separate Account. A copy of the Prospectuses may be obtained
by writing to Horace Mann Life Insurance Company, P.O. Box 4657, Springfield,
Illinois 62708-4657, by sending a telefacsimile (FAX) transmission to (217) 535-
7123, or by telephoning toll-free (800) 999-1030.


                               May 1, 2000


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
            Topic                                                Page
            <S>                                                  <C>
            General Information and History..................     2
            Investment Experience............................     2
            Underwriter......................................     3
            Financial Statements.............................     4
</TABLE>

                                         1
<PAGE>

   GENERAL INFORMATION AND HISTORY

Horace Mann Life Insurance Company ("HMLIC") sponsors the Horace Mann Life
Insurance Company Separate Account (the "Account"). HMLIC is an indirect wholly-
owned subsidiary of Horace Mann Educators Corporation ("HMEC"), a publicly-held
insurance holding company traded on the New York Stock Exchange.


                             INVESTMENT EXPERIENCE
              (Applies to Annuity Alternative Contracts Only)(5)
                               December 31, 1999

<TABLE>
<CAPTION>
TOTAL RETURN DATA
                                               AVERAGE ANNUAL TOTAL RETURN(1)
(Based on a $1,000
investment)(2)                                    1 YR    5 YRS   10 YRS
<S>                                            <C>        <C>     <C>
Equity Fund Account Division
  With Redemption(3)                            (11.50)%  15.23%  11.55%
  Without Redemption                             (3.81)%  15.23%  11.55%
Balanced Fund Account Division
  With Redemption(3)                            (10.19)%  12.29%   9.64%
  Without Redemption                             (2.38)%  12.29%   9.64%
Income Fund Account Division
  With Redemption(3)                            (10.58)%   5.39%   5.48%
  Without Redemption                             (2.81)%   5.39%   5.48%
Short-Term Fund Account Division
  With Redemption(3)                             (4.79)%   3.65%   3.49%
  Without Redemption                              3.49 %   3.65%   3.49%
Small Cap Growth Fund Account Division(4)
  With Redemption(3)                             63.09 %
  Without Redemption                             71.59 %
International Equity Fund Account Division(4)
  With Redemption(3)                             42.47 %
  Without Redemption                             50.77 %
Socially Responsible Fund Account Division(4)
  With Redemption(3)                             (1.45)%
  Without Redemption                              7.05 %
</TABLE>

1 In some cases, actual performance reflects subsidization where total return
has been enhanced due to expenses of each Fund being waived or paid by
affiliates of the Funds.
<PAGE>


2 To the extent required, all charges shown in the Table of Annual Operating
Expenses are reflected in the calculations of the performance figures. Because
the median Qualified contract value exceeds $10,000, the annual maintenance
charge of $25 has not been deducted. However, contracts with a value of less
than $10,000 and Non-qualified contracts would be subject to the annual
maintenance charge, which would reduce performance. Total return may be
calculated to reflect the fact that certain expenses have been reimbursed or
waived. In addition, total return calculations assume redemption at the end of
the stated period and, therefore, reflect the applicable Surrender Charge.
However, comparative figures may be presented that do not assume redemption.

3 With redemption reflects performance of a surrendered contract. Redemption has
no effect on return after the initial five-year contract period for qualified
contracts and 10 years for Non-qualified contracts.

4 Small Cap Growth Fund, International Equity Fund and Socially Responsible Fund
each commenced operations on March 10, 1997.


5 Annuity Alternatives refers to the Qualified Combination Annuity Contract
offered by Horace Mann Life Insurance Co.


This performance data represents past performance. Investment return and the
principal value of an investment may fluctuate. An investor's shares, when
redeemed, may be worth more or less than their original cost. All charges as
shown in the Prospectus fee tables are reflected in this data, with the
exception of the annual maintenance charge and premium taxes.

The total return quotations are based on the average annual compounded rates of
return over one, five, and ten year periods ended December 31, 1999. Small Cap
Growth, International Equity and Socially Responsible Funds commenced operations
on March 10, 1997. Total return is computed by finding the average annual
compounded rates of return that would equate the initial amount invested to the
ending redeemable value.

The performance data contained in this Statement of Additional Information is
based on the fees and charges for the flexible payment Qualified Contracts
currently offered by the Company. Prior Contracts, single premium contracts, and
certain Individual and group plans have different fees and charges; therefore
these performance calculations are not valid for those contracts.

                                  UNDERWRITER

HMLIC offers and sells the Contract on a continuous basis through its licensed
life insurance sales personnel who are also registered representatives of Horace
Mann Investors, Inc. ("HM Investors"), a broker/dealer registered with the
Securities and Exchange Commission and a member of the National Association of
Securities Dealers, Inc. (NASD). HMLIC contracts with HM Investors, principal
underwriter of the Account, to distribute the variable contracts of HMLIC.
<PAGE>

HM Investors, located at One Horace Mann Plaza, Springfield, Illinois 62715-
0001, is an affiliate of HMLIC and a wholly-owned subsidiary of HMEC.

Commissions paid to HM Investors were $5,781,260, $7,465,597,and $5,811,107 for
the years ended 1997, 1998 and 1999, respectively. HM Investors does not retain
any of these commissions. Commissions received by HM Investors are paid to
registered representatives who sell contracts offered by this Prospectus.


                             FINANCIAL STATEMENTS

KPMG LLP, independent auditors for the Account and HMLIC, has offices at 303
East Wacker Drive, Chicago, Illinois 60601. KPMG LLP representatives perform an
audit of the financial statements of the Account annually and provide accounting
advice and services related to Securities and Exchange Commission filings
throughout the year and perform an annual audit of the statutory financial
statements of HMLIC.

The financial statements of the Account, including the auditors' reports
thereon, are incorporated herein by reference from the Annual Report for the
Account for the year ended December 31, 1999. A copy of this Annual Report
accompanies the Statement of Additional Information. Additional copies may be
obtained, upon request and without charge, by contacting Horace Mann Life
Insurance Company, P.O. Box 4657, Springfield, Illinois 62708-4657, or by
telephoning (217) 789-2500 or (800) 999-1030 (toll-free). The statutory
financial statements for HMLIC, including the auditors' reports thereon, which
are included herein, should be considered only as bearing upon the ability of
HMLIC to meet its obligations under the Contracts.

                                       3
<PAGE>


            HORACE MANN LIFE INSURANCE COMPANY

            Statutory Financial Statements

            December 31, 1999 and 1998

            (With Independent Auditors' Report Thereon)

                                       4
<PAGE>


                             [LETTERHEAD OF KPMG]

                         Independent Auditors' Report

The Board of Directors
Horace Mann Life Insurance Company:

We have audited the accompanying statutory statements of admitted assets,
liabilities and capital and surplus of Horace Mann Life Insurance Company as of
December 31, 1999 and 1998, and the related statutory statements of operations,
capital and surplus, and cash flow for each of the years in the three-year
period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As described more fully in notes 1 and 7 to the statutory financial statements,
the Company prepared these statutory financial statements using accounting
practices prescribed or permitted by the Department of Insurance of the State of
Illinois, which practices differ from generally accepted accounting principles.
The effects on the statutory financial statements of the variances between the
statutory basis of accounting and generally accepted accounting principles,
although not reasonably determinable, are presumed to be material.

In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the statutory financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of Horace Mann Life Insurance Company as of December 31, 1999
and 1998, or the results of its operations or its cash flows for each of the
years in the three-year period ended December 31, 1999.

Also, in our opinion, the financial statements referred to above present fairly,
in all material respects, the admitted assets, liabilities and capital and
surplus of Horace Mann Life Insurance Company as of December 31, 1999 and 1998,
and the results of its operations and its cash flow for each of the years in the
three-year period ended December 31, 1999, on the basis of accounting described
in note 1.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
the accompanying Schedule is presented for purposes of additional analysis and
is not a required part of the basic financial statements. Such information has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

                                 /s/ KPMG LLP

April 7, 2000

<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Statutory Statements of Admitted Assets,
Liabilities and Capital and Surplus

December 31, 1999 and 1998

(In thousands)
- --------------------------------------------------------------------------------
   Admitted Assets                                          1999       1998
- --------------------------------------------------------------------------------

Cash and investments:
 Bonds                                                  $2,043,743  $2,009,455
 Common stocks                                                 418          78
 Mortgage loans on real estate                              34,293      38,429
 Real estate                                                   154         173
 Policy loans                                               58,121      54,027
 Cash                                                        8,838       4,166
 Short-term investments                                     24,508     101,439
 Receivable for securities                                       -       3,305
 Other invested assets                                          70          70
- --------------------------------------------------------------------------------

Total cash and investments                               2,170,145   2,211,142

Life insurance premiums deferred
 and uncollected                                            45,461      43,218

Accident and health premiums due
 and unpaid                                                    270         797

Investment income due and accrued                           31,288      29,706

Other assets                                                 3,484       4,576

Variable annuity assets                                  1,131,713   1,122,739
- --------------------------------------------------------------------------------
Total admitted assets                                   $3,382,361  $3,412,178
- --------------------------------------------------------------------------------

See accompanying notes to statutory financial statements.

                                       6
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Statutory Statements of Admitted Assets,
Liabilities and Capital and Surplus

December 31, 1999 and 1998

(In thousands, except share data)
- --------------------------------------------------------------------------------
 Liabilities and Capital and Surplus                  1999        1998
- --------------------------------------------------------------------------------
Policy liabilities:
 Aggregate reserves:
   Life and annuity                               $1,891,572   $1,856,379
   Accident and health                                16,047       17,619
 Unpaid benefits:
   Life                                                8,475        6,822
   Accident and health                                   812        1,227
 Policyholder funds on deposit                       118,856      116,012
 Policyholder dividends payable
   in the following year                                  57           80
 Remittances not allocated                             1,079        2,901
- --------------------------------------------------------------------------------

Total policy liabilities                           2,036,898    2,001,040

Accrued expenses                                       2,660        2,764
Asset valuation reserve                               17,980       16,153
Interest maintenance reserve                          10,741       18,619
Funds held for loaned securities                           -       87,217
Payable to parent, subsidiaries and affiliates           864            -
Transfer from separate accounts                       (7,392)      (9,451)
Other liabilities                                      7,703        7,760
Variable annuity liabilities                       1,126,505    1,118,890
- --------------------------------------------------------------------------------
Total liabilities                                  3,195,959    3,242,992
- --------------------------------------------------------------------------------

Capital and surplus:
 Capital stock, $1 par value.
   Authorized 5,000,000 shares,
   2,500,000 shares outstanding                        2,500        2,500
 Additional paid-in and contributed surplus           22,704       22,704
 Special surplus fund - contingent
   variable annuity reserve                                -          625
 Unassigned surplus                                  161,198      143,357
- --------------------------------------------------------------------------------
Total capital and surplus                            186,402      169,186
- --------------------------------------------------------------------------------
Total liabilities and capital and surplus         $3,382,361   $3,412,178
- --------------------------------------------------------------------------------

See accompanying notes to statutory financial statements.

                                       7
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Statutory Statements of Operations

Years ended December 31, 1999, 1998 and 1997

(In thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  1999      1998      1997
- --------------------------------------------------------------------------------
<S>                                             <C>       <C>       <C>

Revenue:
Premiums, annuity and supplementary
 contract considerations:
  Life                                          $110,942  $107,863  $104,684
  Annuity                                        205,684   223,325   199,189
  Accident and health                              8,598    12,108    32,395
  Supplementary contracts                         31,441    32,832    30,455
- --------------------------------------------------------------------------------

Total premiums, annuity and supplementary
 contract considerations                         356,665   376,128   366,723

Net investment income                            151,385   152,416   156,570
Amortization of interest maintenance
 reserve                                           2,416     2,592     2,581
Management fee income from Separate Accounts      14,805    14,015         -
Mutual fund service fee income                     1,420         -         -
Other                                                441       481       916
- --------------------------------------------------------------------------------

Total revenue                                    527,132   545,632   526,790
- --------------------------------------------------------------------------------

Benefits and expenses:
Provisions for claims and benefits:
  Life                                            98,630    89,651    86,110
  Annuity                                        259,189   281,411   250,910
  Accident and health                              3,682     9,978    32,228
  Supplementary contracts                         43,880    45,097    42,643
- --------------------------------------------------------------------------------

Total claims and benefits                        405,381   426,137   411,891

Commissions                                       25,388    28,868    26,864
General and other expenses                        52,800    49,775    55,742
- --------------------------------------------------------------------------------

Total benefits and expenses                      483,569   504,780   494,497
- --------------------------------------------------------------------------------

Net gain before dividends to policyholders
 and federal income tax                           43,563    40,852    32,293
Dividends to policyholders                           139       254      (540)
- --------------------------------------------------------------------------------

Net gain before federal income tax                43,424    40,598    32,833
Federal income tax expense                        11,955    17,788    10,549
- --------------------------------------------------------------------------------

Net gain from operations                          31,469    22,810    22,284
Realized investment gains (losses)
 net of tax and transfers to IMR                     627    (3,256)   (1,241)
- --------------------------------------------------------------------------------
Net income                                      $ 32,096  $ 19,554  $ 21,043
- --------------------------------------------------------------------------------
</TABLE>

See accompanying notes to statutory financial statements.

                                       8
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Statutory Statements of Capital and Surplus

Years ended December 31, 1999, 1998 and 1997

(In thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                1999         1998      1997
- --------------------------------------------------------------------------------
<S>                                           <C>         <C>       <C>
Capital stock                                 $  2,500    $  2,500  $  2,500
- --------------------------------------------------------------------------------

Additional paid-in capital and
 contributed surplus                            22,704      22,704    22,704
- --------------------------------------------------------------------------------

Special surplus fund-
Beginning balance of contingent variable
  annuity reserve                                  625         625       625
Release of contingent variable annuity
  reserve                                         (625)          -         -
- --------------------------------------------------------------------------------

Balance at end of year                               -         625       625
- --------------------------------------------------------------------------------

Unassigned surplus:
 Balance at beginning of year                  143,357     139,136   122,797
 Net income                                     32,096      19,554    21,043
 Change in net unrealized
  capital gains                                    340       2,079     2,706
 Change in non-admitted assets                     167          14      (237)
 Change in reserve valuation
  basis (note 1)                                10,712           -    (2,020)
 Change in asset valuation reserves             (1,826)        331    10,440
 Surplus contributed to Separate
  Accounts                                           -           -    (3,100)
 Other changes in surplus in Separate
  Account Statement                              1,358         343     3,507
 Dividends to parent                           (24,000)    (18,100)  (16 000)
 Change in reserve on account of assumption
  changes                                       (1,631)          -         -
 Release of contingent variable annuity
  reserve                                          625           -         -
 -------------------------------------------------------------------------------

Balance at end of year                         161,198     143,357   139,136
- --------------------------------------------------------------------------------

Total capital and surplus                     $186,402    $169,186  $164,965
- --------------------------------------------------------------------------------
</TABLE>

See accompanying notes to statutory financial statements.

                                       9
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Statutory Statements of Cash Flow

Years ended December 31, 1999, 1998 and 1997

(In thousands)
- --------------------------------------------------------------------------------

                                                   1999        1998      1997
- --------------------------------------------------------------------------------

Cash from operations:
  Revenue received:
   Premiums, considerations
     and deposits                                 $357,071   $374,448   $367,166
   Investment income                               145,928    151,124    152,195
   Management fee income from Separate Accounts     15,275     13,715          -
   Mutual fund service fee income                    1,420          -          -
   Other income                                        441        482        916
- --------------------------------------------------------------------------------

  Total revenue received                           520,135    539,769    520,277
- --------------------------------------------------------------------------------

  Benefits and expenses paid:
   Claims, benefits and
     net transfers                                 357,166    391,531    416,022
   Expenses                                         80,121     82,334     82,078
   Dividends to policyholders                          163        278        622
   Federal income taxes                             12,311     18,038     11,541
- --------------------------------------------------------------------------------

  Total benefits and expenses paid                 449,761    492,181    510,263
- --------------------------------------------------------------------------------

Net cash from operations                            70,374     47,588     10,014
- --------------------------------------------------------------------------------

Cash from investments:
   From investments sold or matured:
    Bonds                                          825,118  1,131,927  1,291,350
    Common and preferred stock                         725        748          -
    Mortgage loans                                  20,325      5,034      4,799
    Real estate and other                               21      5,608      1,628
- --------------------------------------------------------------------------------

   Total investment proceeds                       846,189  1,143,317  1,297,777
   Tax on capital gains (losses)                    (1,952)     2,807        903
- --------------------------------------------------------------------------------

 Total from investment proceeds                    848,141  1,140,510  1,296,874
- --------------------------------------------------------------------------------

  Cost of investments acquired:
   Bonds                                           863,848  1,171,384  1,265,726
   Mortgage loans                                   16,041        404        186
   Real estate and other                                 4         26      1,301
- --------------------------------------------------------------------------------

  Total investments acquired                       879,893  1,171,814  1,267,213
  Net increase in policy loans                       4,094      5,387      4,918
- --------------------------------------------------------------------------------

 Total from investments acquired                   883,987  1,177,201  1,272,131
- --------------------------------------------------------------------------------

Net cash from investments                          (35,846)   (36,691)    24,743
- --------------------------------------------------------------------------------

                                       10                            (Continued)
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Statutory Statements of Cash Flow

Years ended December 31, 1999, 1998 and 1997

(In thousands)
- --------------------------------------------------------------------------------

                                                   1999        1998      1997
- --------------------------------------------------------------------------------

Cash from financing and miscellaneous:
  Cash provided:
   Securities lending                                  -     30,779      56,438
   Other cash                                      7,028      3,053       8,743
- --------------------------------------------------------------------------------

  Total cash provided                              7,028     33,832      65,181
- --------------------------------------------------------------------------------

  Cash applied:
   Dividends to parent                            24,000     18,100      16,000
   Funds held for loaned securities               87,217          -           -
   Other applications                              2,598     10,325       7,614
- --------------------------------------------------------------------------------

  Total cash applied                             113,815     28,425      23,614
- --------------------------------------------------------------------------------

Net cash from financing
 and miscellaneous                              (106,787)     5,407      41,567
- --------------------------------------------------------------------------------

Net change in cash and
   short-term investments                        (72,259)    16,304      76,324
Cash and short-term investments
   at beginning of year                          105,605     89,301      12,977
- --------------------------------------------------------------------------------

Cash and short-term investments
   at end of year                              $  33,346 $  105,605  $   89,301
- --------------------------------------------------------------------------------

See accompanying notes to statutory financial statements.

                                      11                             (Continued)
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

December 31, 1999, 1998 and 1997

(In thousands)
- --------------------------------------------------------------------------------

(1) Significant Accounting Policies

       Organization

    Horace Mann Life Insurance Company (the Company) is a wholly owned
    subsidiary of Allegiance Life Insurance Company (ALIC). The Company's
    ultimate parent is Horace Mann Educators Corporation (HMEC).

    The Company sells and underwrites tax-qualified retirement annuities,
    individual life, group disability income, and group life insurance products
    primarily to educators and other employees of public schools and their
    families. In December 1996, the Company announced its strategic decision to
    withdraw from the group medical insurance business over the following two
    years. The Company terminated 95% of that business by December 1997 and
    terminated the remaining group medical insurance policies by September,
    1998.

       Basis of Presentation

    The accompanying statutory financial statements have been prepared in
    conformity with the accounting practices prescribed or permitted by the
    Department of Insurance of the State of Illinois and the National
    Association of Insurance Commissioners (NAIC), which differ materially in
    some respects from generally accepted accounting principles as more fully
    discussed in note 7. The significant statutory accounting practices follow.

       Prescribed and Permitted Statutory Accounting Practices

    Prescribed statutory accounting practices include state laws, regulations,
    and general administrative rules, as well as a variety of publications of
    the NAIC. Permitted statutory accounting practices encompass all accounting
    practices that are not prescribed; such practices differ from state to
    state, may differ from company to company within a state, and may change in
    the future. All statutory accounting practices of the Company are
    prescribed.

    In March 1998, the NAIC adopted the codification of Statutory Accounting
    Principles (Codification) as the NAIC supported basis of accounting.
    Codification will likely change the definitions of what comprises prescribed
    versus permitted statutory accounting practices, and may result in changes
    to the accounting policies that insurance enterprises use to prepare their
    statutory financial statements. Codification was adopted by the State of
    Illinois in 1999 and will become effective January 1, 2001 The Company is
    currently evaluating the impact of the Codification on their statutory
    financial statements.

                                      12                             (Continued)
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
- --------------------------------------------------------------------------------

       Investments

    Investments are valued in accordance with the requirements of the NAIC.
    Bonds are generally carried at amortized cost. Common stocks are carried at
    market. Mortgage loans are carried at the unpaid principal balance less
    unamortized discount and were issued at a value of no more than 75% of the
    appraised value of the mortgaged property. No significant new commercial
    mortgage loans have been issued since 1988. Real estate is carried at the
    lower of fair market value or cost. Policy loans are carried at the unpaid
    principal balance.

    The Company does not have any investments in derivative financial
    instruments.

       Asset Valuation Reserve

    The Asset Valuation Reserve (AVR) was calculated as prescribed and required
    by the NAIC. This reserve is maintained for the purpose of stabilizing
    surplus against the effects of fluctuations in the value of certain bond,
    stock, mortgage loan and real estate investments. Changes in the AVR reserve
    are charged or credited to surplus.

    The balance of the AVR by component as of December 31, 1999 and 1998, is as
    follows:

- --------------------------------------------------------------------------------

                                                             1999         1998
- --------------------------------------------------------------------------------

Bonds, preferred stock and
     short-term investments                                 $17,010     $16,102
 Mortgage loans                                                 188           2
 Common stock                                                   756          22
 Real estate and other investments                               26          27
- --------------------------------------------------------------------------------

      Total AVR                                             $17,980     $16,153
- --------------------------------------------------------------------------------

 The AVR is held at a level equal to 95.1% of the maximum reserve level allowed
 by the NAIC.

       Interest Maintenance Reserve

 The Interest Maintenance Reserve (IMR) was calculated as prescribed by the
 NAIC. This reserve is designed to capture the realized capital gains and losses
 which result from changes in the overall level of interest rates and amortize
 them into income over the approximate remaining life of the investment sold.

       Cash and Short-Term Investments

 Amounts represent cash and short-term securities having a maturity of 30 days
 or less. Short-term investments are carried at cost which approximates market
 value.

                                      13                             (Continued)
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
- --------------------------------------------------------------------------------

     Variable Annuities Assets and Liabilities

 Assets held in trust for purchasers of variable annuity contracts and the
 related liabilities are included in the statutory statements of admitted
 assets, liabilities and capital and surplus. Variable annuity assets, carried
 at market value, and liabilities represent tax-qualified variable annuity funds
 invested in the Horace Mann mutual funds.

 Variable annuity assets were invested in the Horace Mann mutual funds as
 follows:

- --------------------------------------------------------------------------------

 December 31,                                           1999          1998
- --------------------------------------------------------------------------------

 Horace Mann Growth Fund                             $  566,932  $  605,803
 Horace Mann Balanced Fund                              404,712     427,368
 Horace Mann Small Cap Fund                              60,042      28,629
 Horace Mann Socially Responsible Fund                   59,129      35,368
 Horace Mann International Equity Fund                   26,040      10,290
 Horace Mann Income Fund                                 13,237      13,952
 Horace Mann Short-Term Fund                              1,621       1,329
- --------------------------------------------------------------------------------

      Total                                          $1,131,713  $1,122,739
- --------------------------------------------------------------------------------

 The investment income, gains and losses of these accounts accrue directly to
 the policyholders and are not included in the operations of the Company.

     Aggregate Reserves

 Applicable state insurance laws require that the Company set up reserves in
 accordance with statutory regulations, carried as liabilities to meet future
 obligations under outstanding policies. These reserves are the amount that,
 with the additional premiums to be received and interest thereon compounded
 annually at certain rates, is calculated to be sufficient to meet the various
 policy and contract obligations as they occur.

 In 1999, with the approval of the Department of Insurance of the State of
 Illinois, the Company changed the basis of valuation for individual annuities
 to reflect the assumption changes for actuarial guideline 33. The change in
 valuation basis decreased individual annuity reserves and increased surplus by
 $10,712.

 In 1997, the Company changed the basis of valuation for supplementary contracts
 with life contingencies from guarantee of payments at issue to guarantee of
 current payments. The change in valuation basis increased supplementary
 contracts with life contingencies reserves and decreased surplus by $2,020.

                                      14                            (Continued)
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
- --------------------------------------------------------------------------------

 Aggregate reserves for life policies, annuity contracts, and supplementary
 contracts with life contingencies are based on statutory mortality tables and
 interest assumptions using either the net level, or commissioners' reserve
 valuation method or CARVM. The annuity reserves include the current declared
 interest rates through the valuation date. The composition of these liabilities
 at December 31 was as follows:

- --------------------------------------------------------------------------------

                           Aggregate    reserves        Mortality    Interest
                           ---------------------
                            1999          1998            table        rate
- --------------------------------------------------------------------------------

 Life                    $  455,857  $  410,557         1980 CSO    4.0-7.0%
                              7,568       7,193         1958 CET    2.5-5.5
                            167,021     168,893         1958 CSO    2.5-4.5
                             30,102      28,202         Various     2.5-5.5
                             10,021      10,010         1941 CSO    2.5-3.0


 Annuity                  1,021,932   1,026,991         1971 IAM    3.0-5.5
                             99,802     108,707         1949 PAT    3.0-5.5
                              1,353       1,393         1937 SAT        3.0
                              5,741       5,048         Various     3.0-3.5

 Supplementary
  contracts with
  life contingencies         77,433      81,790         1983a      6.5-11.0
                              7,953           -         a-2000         6.25
                              4,796       5,269         1971 IAM  4.5-11.25
                              1,993       2,326         1937 SAT        3.5
- --------------------------------------------------------------------------------

    Total                $1,891,572  $1,856,379
- --------------------------------------------------------------------------------

 Aggregate reserves for accident and health policies include the present value
 of amounts not yet due on existing claims and unearned premiums at December 31
 as follows:

- --------------------------------------------------------------------------------

                                                            Aggregate reserves
                                                            ------------------
                                                               1999     1998
- --------------------------------------------------------------------------------

  Present value of amounts not yet
     due on claims (3% interest rate)                       $14,821    $16,223
  Additional contract reserves                                  968      1,087
  Unearned premiums and other                                   258        309
- --------------------------------------------------------------------------------

   Aggregate accident and health reserves                   $16,047    $17,619
- --------------------------------------------------------------------------------

                                      15                            (Continued)
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
- --------------------------------------------------------------------------------

     Unpaid Benefits

   Unpaid benefits consists of case basis reserves and estimates of losses
   incurred but not reported. Estimates for losses incurred but not reported are
   based on prior experience modified for current trends.

   Accident and health claim reserves and liabilities include the following:

- --------------------------------------------------------------------------------

                                                      1999     1998       1997
- --------------------------------------------------------------------------------

   Aggregate reserves for accident
     and health                                     $16,047   $17,619   $17,497
   Unpaid benefits accident and health                  812     1,227     4,521
   Less: Reserve for rate credits                         -         -        29
         Additional contract reserves                  (968)   (1,087)   (1,163)
         Unearned premiums and other                   (258)     (309)     (321)

- -------------------------------------------------------------------------------

   Accident and health claim reserves
      and liabilities                               $15,633   $17,450   $20,563
- -------------------------------------------------------------------------------

   The following table sets forth an analysis of accident and health claim
   reserves and liabilities and provides a reconciliation of beginning and
   ending reserves for the periods indicated.

- -------------------------------------------------------------------------------

                                                      1999     1998       1997
- -------------------------------------------------------------------------------

   Net balance at January 1                         $17,450   $20,563   $23,489

   Incurred related to:
         Current year                                 5,833    11,429    34,827
         Prior years                                 (1,981)   (1,392)    1,516
- -------------------------------------------------------------------------------

   Total incurred                                     3,852    10,037    36,343
- -------------------------------------------------------------------------------

   Paid related to:
         Current year                                 1,632     6,981    27,591
         Prior years                                  4,037     6,169    11,678
- -------------------------------------------------------------------------------

   Total paid                                         5,669    13,150    39,269
- -------------------------------------------------------------------------------

   Net balance at December 31                       $15,633   $17,450   $20,563
- -------------------------------------------------------------------------------

                                      16                            (Continued)
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
- -------------------------------------------------------------------------------

      Reserves for Supplementary Contracts
        Without Life Contingencies

   This reserve represents the present value of future payments discounted with
   interest only. At December 31, 1999 and 1998 this liability was $114,683 and
   $111,816 respectively, based on average credited interest rates of 5.1% and
   5.7% in 1999 and 1998, respectively and is included in "policyholder funds on
   deposit."

      Premiums

   Life premiums are reflected as earned on the policy anniversary date. Annuity
   and supplementary contract premiums are reflected as earned when collected.
   Accident and health premiums are reported as revenue when due and earned on a
   pro rata basis over the period covered by the policy.

   Deferred life premiums represent modal premiums (other than annual) to be
   billed in the year subsequent to the commencement of the policy year.
   Uncollected premiums represent premiums due less accident and health premiums
   over 90 days past due.

      Management Fee Income from Separate Accounts

   Effective beginning in 1998, the NAIC requires the reporting of management
   fee income from separate account as a revenue rather than as a reduction to
   annuity benefits in the statutory statements of operations. Restatement of
   prior period financial statements to show consistent presentation in earlier
   years is not permitted.

      Mutual Fund Service Fee Income

   In 1999, the Company entered into a support service agreement where the
   Company provides certain services to the Horace Mann Mutual Funds (Funds)
   necessary to coordinate the Funds activities with those of the separate
   account of the Company other than the administrative agreement. For the
   period March 1, 1999 to December 31, 1999, the Company received a fee,
   accrued daily and paid monthly, based upon the combined assets for the Funds.

      Income Taxes

   Income taxes were provided based upon the calculation of income taxes
   currently payable or benefits recoverable. The Company is included in the
   consolidated federal income tax return of its ultimate parent, HMEC.

      Acquisition Expenses

   The cost of acquiring new business, principally commissions, underwriting
   salaries, and related expenses, is charged to expense as incurred.

      Non-admitted Assets

   Assets prescribed by the Illinois Insurance Code as "non-admitted"
   (principally over 90-day accident and health due and unpaid premiums) are
   charged to unassigned surplus.

      Use of Estimates

   The preparation of statutory financial statements requires management to make
   estimates and assumptions that affect the reported financial statements
   balances as well as the disclosure of contingent assets and liabilities.
   Actual results could differ from those estimates.

                                      17                            (Continued)
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
- --------------------------------------------------------------------------------

(2) Investments

        Net Investment Income

    The components of net investment income are as follows:
- --------------------------------------------------------------------------------
                                                 1999       1998      1997
- --------------------------------------------------------------------------------
    Interest on bonds                           $145,134  $145,743   $148,451
    Interest on mortgage loans                     3,402     4,310      5,601
    Interest on short-term investments             1,645     1,698      1,591
    Interest on policy loans                       3,561     3,298      2,945
    Real estate income                                 1       404        602
    Miscellaneous investment income                   28       (17)        11
- --------------------------------------------------------------------------------

    Gross investment income                      153,771   155,436    159,201
    Investment expenses                            2,386     3,020      2,631
- --------------------------------------------------------------------------------

    Net investment income                       $151,385  $152,416   $156,570
- --------------------------------------------------------------------------------

        Realized Investment Gains (Losses) Net of Tax and Transfers to IMR

    Realized investment gains and losses are determined on the basis of specific
    identification.  Realized investment gains (losses) on most fixed income
    securities are transferred on an after tax basis to IMR and amortized into
    income over the average remaining lives of the assets sold.  Only realized
    investment gains (losses) which  result from changes in the overall level of
    interest rates are transferred to IMR.  These gains (losses) are not
    included in net income in the year they occurred.

    The IMR at December 31 is as follows:
- --------------------------------------------------------------------------------

                                                   1999     1998       1997
- --------------------------------------------------------------------------------
    Reserve balance, beginning of year           $18,619   $15,331   $15,882
    Current year capital gains (losses),
       net of tax                                  5,462     5,880     2,030
    Amortization of interest maintenance
       reserve                                    (2,416)   (2,592)   (2,581)
- --------------------------------------------------------------------------------
    Reserve balance, end of year                 $10,741   $18,619   $15,331
- --------------------------------------------------------------------------------

                                      18
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
- --------------------------------------------------------------------------------

    Realized investment gains (losses) reported in the statutory statement of
    operations net of tax and transfers to IMR are  as follows:

- --------------------------------------------------------------------------------

                                            1999      1998      1997
- --------------------------------------------------------------------------------

    Bonds                                  $(8,161)  $ 8,162   $ 3,092
    Real estate                                  2    (2,551)   (1,904)
    Common stock                               724       747        (6)
    Mortgage Loans                               -    (2,290)        -
    Short-term investments                       -         -        31
    Other                                       (4)      (31)        -
 -------------------------------------------------------------------------------

    Realized investment gains (losses)      (7,439)    4,037     1,213
    Less federal income tax                 (2,604)    1,413       424
    Transferred to interest maintenance
      reserve                                5,462    (5,880)   (2,030)
- --------------------------------------------------------------------------------
    Realized investment gain (losses)
      net of tax and transfers to IMR      $   627   $(3,256)  $(1,241)
- --------------------------------------------------------------------------------

        Change in Net Unrealized Capital Losses

    Certain investments are required to be carried at market.  The resulting
    change in the unrealized gains or losses are reflected as credits or charges
    to unassigned surplus, as follows:

- --------------------------------------------------------------------------------

                                              1999       1998       1997
- --------------------------------------------------------------------------------

    Unrealized capital losses
        Beginning of period                    $ 78    $(2,001)    $(4,707)
        End of period                           418         78      (2,001)
- --------------------------------------------------------------------------------

    Decrease for the period                    $340    $ 2,079     $ 2,706
- --------------------------------------------------------------------------------

                                      19
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
- --------------------------------------------------------------------------------

        Bonds

    At December 31, 1999 and 1998, 6.0% and 4.9%, respectively, of the total
    bond portfolio (at amortized cost) consisted of private placement bonds.
    The market value of private placement bonds is estimated based upon factors
    including credit quality, interest rates and maturity dates.

    The carrying value and estimated market value of investments in bonds as of
    December 31, 1999 and 1998 are as follows:

- --------------------------------------------------------------------------------

                                      Carrying  Unrealized  Unrealized  Market
       December 31, 1999                value       gains     losses     value
- --------------------------------------------------------------------------------

U.S. government and
    agency obligations:
        Mortgage-backed
           securities                $  447,165  $ 2,874  $(10,992)  $  439,047
        Other                           124,044      317    (5,110)     119,251
Municipal bonds                          36,913      136      (504)      36,545
Foreign government bonds                 21,875      439      (327)      21,987
Corporate bonds                       1,025,540    6,267   (45,164)     986,643
Other mortgage-backed
    securities                          388,206    1,226   (10,763)     378,669
- --------------------------------------------------------------------------------

Total                                $2,043,743  $11,259  $(72,860)  $1,982,142
- --------------------------------------------------------------------------------

                                      Carrying  Unrealized  Unrealized  Market
       December 31, 1998                value      gains      losses    value
- --------------------------------------------------------------------------------

U.S. government and
    agency obligations:
        Mortgage-backed
           securities                $  426,086  $13,778  $   (23)  $   439,841
        Other                           175,110    6,685     (244)      181,551
Municipal bonds                          36,941    3,338        -        40,279
Foreign government bonds                 21,829    2,827     (706)       23,950
Corporate bonds                       1,011,087   48,555   (9,248)    1,050,394
Other mortgage-backed
    securities                          338,402    8,291   (1,074)      345,619
- --------------------------------------------------------------------------------
Total                                $2,009,455  $83,474  $(11,295)  $2,081,634
- --------------------------------------------------------------------------------

                                      20
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
================================================================================

    At December 31, 1999, 1.8% of the Company's investment portfolio was
    invested in collateralized mortgage obligations ("CMOs") excluding mortgage
    obligations of United States governmental agencies. The average credit
    quality rating of the Company's investment in CMOs was AAA and NAIC 1 -the
    highest ratings. The market value of CMOs at December 31, 1999 was $101,900
    compared to a $101,057 carrying value. The average duration of the Company's
    investment in CMOs was 4.05 years at December 31, 1999.

    The carrying value and estimated market value of bonds by contractual
    maturity, are shown below.  Expected maturities will differ from contractual
    maturities because borrowers may have the right to call or prepay
    obligations with or without call or prepayment penalties.
================================================================================

                                                         Estimated
                                              Carrying     market
         December 31, 1999                     value       value
================================================================================

    Due in one year or less                  $  135,823   $  135,582
    Due after one year through five years       653,708      647,607
    Due after five years through ten years      594,051      572,725
    Due after ten years                         660,161      626,228
- --------------------------------------------------------------------------------
    Total bonds                              $2,043,743   $1,982,142
================================================================================

    Proceeds from sales of investments in bonds during 1999, 1998 and 1997 were
    $577,098, $838,908 and $1,102,340, respectively. Gross gains of $2,341,
    $10,194 and $9,115 and gross losses of $10,812, $4,977 and $7,412 were
    realized on those sales for 1999, 1998 and 1997, respectively.

        Deposits

    The carrying value of securities on deposit with governmental authorities,
    as required by law, as of December 31 were as follows:

================================================================================
                                                      1999       1998     1997
================================================================================

    Held for all policyholders                       $1,704    $1,685   $1,685
    Held for policyholders in certain states            603       591      611
- --------------------------------------------------------------------------------
                                                        $2,307  $2,276  $2,296
================================================================================

        Securities Lending

    Beginning in 1997, the Company entered into a securities lending program
    whereby fixed income securities are loaned to third parties, primarily major
    brokerage firms. Fixed maturities with a fair value of $0 and $87,217 were
    loaned as of December 31, 1999 and 1998 respectively. Proceeds from
    securities lending program are held in short term investments. At December
    31, 1998 the Company was in compliance with agreements with custodian banks
    facilitating the lending program that require a minimum of 100% of the value
    of the loaned securities to be separately maintained as collateral for each
    loan.  At December 31, 1999 the Company did not have a lending agreement
    with a custodian bank and is in the process of establishing a new agreement.

                                      21
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
================================================================================

        Investments in Entities Exceeding 10% of Capital and Surplus

    The names of entities (other than the U.S. Government and government
    agencies and authorities) in which the total amount invested exceeds 10% of
    total capital and surplus at December 31, 1999 is as follows:

================================================================================

                                         Standard & Poors         Carrying
     Bonds:                                  rating:               value
================================================================================
       Associates Corp of North America    AAA/AA-/A+            $58,155
       Premier Auto                            AAA                30,844
       First Union                            AAA/A-              25,492
       Time Warner Entertainment               BBB                23,541
       Green Tree                             A/AAA               22,177
       News America                            BBB-               22,061
       Citibank                                AAA                21,662
       Solomom Brothers                         A                 21,010
       General Motors                         A/AAA               19,287
===============================================================================

(3)    Related Party Transactions

       The Company has common management and shares office facilities with HMEC
       and other affiliates and is a party to several intercompany service
       agreements. Under these agreements, the Company paid $75,279, $78,326,
       and $76,826 for management, administrative, data processing, commissions
       and agency services, utilization of personnel, and investment advisory
       services in 1999, 1998 and 1997, respectively.

       The Company had balances payable to affiliates of $1,304 and $1,663 at
       December 31, 1999 and 1998, respectively included in "accrued expenses"
       and "other liabilities" in the statutory statements of admitted assets,
       liabilities and capital and surplus. Also, the Company had balances
       receivable from affiliates of $888 at December 31, 1998, which were
       included in "other assets".

       ALIC reinsures all of the Company's life insurance business in the state
       of Arizona. In 1998, with the approval of the Illinois Department of
       Insurance the Company entered into an assumptive reinsurance agreement
       with ALIC whereby the Company assumed all life insurance policies written
       by ALIC (See Note 8).
                                      22
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
================================================================================

(4)    Federal Income Taxes

       The Company is included in the consolidated federal income tax return of
       its parent, ALIC and its ultimate parent, HMEC and its subsidiaries. Tax
       sharing agreements between the Company and HMEC, as approved by the Board
       of Directors of the Company, provides that tax on operating income is
       charged to the Company as if it were filing a separate federal income tax
       return. The Company receives the benefits of any losses or tax credits to
       the extent utilized in the consolidated return. Intercompany tax balances
       are settled quarterly with a subsequent final annual settlement.

       Deferred income taxes are not provided on temporary differences between
       financial statement and tax bases of assets and liabilities.

       The following is a reconciliation of federal income tax expense on income
       from operations with income tax computed by applying the federal
       corporate rate of 35% for 1999, 1998 and 1997:
================================================================================
                                              1999      1998       1997
================================================================================

     "Expected" federal income tax expense
       on reported income from operations    $15,198   $14,209   $11,491

     Add (deduct) tax effects of:
       Reserve adjustments                    (2,584)    2,971    (1,853)
       Policy acquisition costs                  314       753       707
       Other, net                               (973)     (145)      204
 -------------------------------------------------------------------------------

    Federal income tax expense               $11,955   $17,788   $10,549
================================================================================

                                      23
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
================================================================================

(5)    Restrictions of Surplus

       The amount of dividends which can be paid by Illinois insurance companies
       without prior approval of the State Insurance Commissioner is subject to
       restrictions relating to profitability and statutory surplus. Dividends
       which may be paid by the Company during 2000 without prior approval are
       approximately $32,000. Dividend payments were $24,000, $18,100 and
       $16,000 in 1999, 1998 and 1997, respectively.

       Under applicable Illinois insurance laws and regulations, the Company is
       required to maintain a minimum capital and surplus of $1,500.

(6)    Fair Value of Financial Instruments

       Generally accepted accounting principles require that the Company
       disclose estimated fair values for certain financial instruments. The
       following methods and assumptions were used to estimate the fair value of
       financial instruments.

       Investments - For fixed maturities and short-term investments, fair value
       equals quoted market price, if available. If a quoted market price is not
       available, fair value is estimated using quoted market prices for similar
       securities, adjusted for differences between the quoted securities and
       the securities being valued. The fair value of mortgage loans is
       estimated by discounting the future cash flows using the current rates at
       which similar loans would be made to borrowers with similar credit
       ratings and the same remaining maturities. The fair value of policy loans
       is based on estimates using discounted cash flow analysis and current
       interest rates being offered for new loans. The carrying value of real
       estate is an estimate of fair value based on discounted cash flow from
       operations.

                                      24
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
================================================================================

    Annuity Contract Liabilities and Policyholder Account Balances on Interest-
    sensitive Life Contracts - The fair values of annuity contract liabilities
    and policyholder account balances on interest-sensitive life contracts are
    equal to the discounted estimated future cash flows (using the Company's
    current interest rates earned on its investments) including an adjustment
    for risk that the timing or amount of cash flows will vary from management's
    estimate.

    Other Policyholder Funds - Other policyholder funds are supplementary
    contract reserves and dividend accumulations which represent deposits that
    do not have defined maturities. The carrying value of these funds is used as
    a reasonable estimate of fair value.

    The carrying amounts and fair values of financial instruments at December
    31, 1999 consisted of the following:
================================================================================

                                                Carrying     Fair
                                                 amount      value
================================================================================

    Financial Assets
        Bonds                                 $2,043,743  $1,982,142
        Mortgage loans                            34,293      34,400
        Real estate                                  154         154
        Short-term investments                    24,508      24,508
        Policy loans and other                    58,609      59,041
================================================================================

          Total investments                   $2,161,307  $2,100,245
        Asset valuation reserve                   17,980           -
================================================================================

          Total investments less asset
             valuation reserve                $2,143,327  $2,100,245
        Cash                                       8,838       8,838
================================================================================

    Financial Liabilities
        Policyholder account
          balances on interest-sensitive
          life contracts                      $   94,141  $   92,048
        Annuity contract liabilities           1,221,003   1,052,732
        Other policyholder funds                 118,913     118,913
===============================================================================

    Fair value estimates shown above are dependent upon subjective assumptions
    and involve significant uncertainties resulting in variability in estimates
    with changes in assumptions. Fair value assumptions are based upon
    subjective estimates of market conditions and perceived risks of financial
    instruments at a certain point in time. The disclosed fair values do not
    reflect any premium or discount that could result from offering for sale at
    one time an entire holding of a particular financial instrument. In
    addition, potential taxes and other expenses that would be incurred in an
    actual sale or settlement are not reflected in amounts disclosed.

                                      25
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
================================================================================

(7)  Differences Between Generally Accepted Accounting
       Principles and Statutory Accounting Practices

     Statutory accounting practices differ in some respects from generally
     accepted accounting principles. Under generally accepted accounting
     principles, the following applies:

     (a) Aggregate reserves for future life benefits are computed on the net
         level premium method using estimates of future investment yield,
         mortality, and withdrawal.

     (b) Aggregate reserve for annuity contracts are carried at accumulated
         policyholder values without reduction for potential surrender or
         withdrawal charges.

     (C) Policyholder dividends, based on dividend scales in effect at the time
         the policies were issued, are accrued ratably over the premium paying
         period of the policies.

     (d) Life premiums are reflected as earned when due. Annuity considerations
         and other fund deposits are reflected as deposits rather than revenue.

     (e) Acquisition costs are deferred and amortized in proportion to
         anticipated premiums over the terms of the insurance policies for
         individual life contracts and amortized over 20 years in proportion to
         estimated gross profits for interest-sensitive life and investment
         (annuity) contracts.

     (f) Deferred income taxes are provided on all significant temporary
         differences between values of assets and liabilities for book and tax
         reporting purposes.

     (g) Non-admitted assets less applicable allowance accounts are restored to
         the balance sheet.

     (h) Asset valuation and interest maintenance reserves are not provided.

     (i) The assets and liabilities are revalued as of the date of acquisition
         of HMEC and its subsidiaries in August, 1989.

     (j) Realized investment gains (losses) resulting from changes in interest
         rates are recognized in income when the related security is sold.

     (k) Reinsurance ceded credits are recognized as assets in GAAP basis
         financial statements.

     (l) Fixed maturity investments (bonds) are categorized as available for
         sale. Such investments are carried at market with changes in market
         value charged or credited to unassigned surplus, net of deferred income
         taxes.

     The aggregate effect of the foregoing differences has not been determined
     separately for the Company.

                                      26
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
================================================================================

(8) Reinsurance

    Information with respect to reinsurance ceded and assumed by the Company is
    set forth below.

================================================================================

                                                         1999   1998     1997
================================================================================

    Life insurance premiums ceded:
        To ALIC                                         $1,215  $1,170  $1,147
        To other companies                               1,587   1,331   1,066
    Life insurance reserves ceded:
        To ALIC                                          8,116   7,495   6,933
        To other companies                               2,694   2,220   1,983
    Life insurance premiums assumed:
        From ALIC                                            -     790       -
        From other companies                                 -       -       -
    Group accident and health premiums ceded:
        To other companies                                 509     709   1,228
    Individual accident and health premiums assumed:
        From ALIC                                            -       6       -
    Amounts recoverable from reinsurers
        on paid losses                                     102      70     197
================================================================================

    The maximum amount of direct ordinary insurance retained on any standard
    life is $200. Amounts in excess of $200 are ceded on a yearly renewable term
    basis of reinsurance. The Company reinsures on a treaty basis for each
    accident and health claim up to $1 million over a prescribed retention
    amount. Although reinsurance agreements transfer risk for amounts over a
    certain retention limit, the Company has not relieved its primary obligation
    to the policyholders. For the years ended December 31, 1999, 1998 and 1997,
    the accident and health retention amount was $300 each year.

(9) Pension Plans and Other Postretirement Benefits

    The Company is a member of the Horace Mann group of insurance companies. All
    the Company's personnel are employees of Horace Mann Service Corporation
    ("HMSC"), an affiliated company. Salaries, pension and related benefits are
    allocated to the Company for these services.

        Pension Plans

    All employees are covered under a defined benefit plan and are elegible to
    participate  in Supplemental Retirement Savings (401(K)) Plan.  Certain
    employees also participate  in a supplemental defined contribution plan.
    Employees hired on or before December 31, 1998 are also covered under a
    defined benefit plan, with certain employees covered under a supplemental
    defined benefit plan.

    Benefits under the defined benefit and supplemental retirement plans are
    based on employees' years of service and compensation for the highest 36
    consecutive months of earnings under the plan.  Under the defined
    contribution plan, contributions are made to employees' accounts based on a
    percentage of compensation that is determined by employees' years of
    service.  Retirement benefits to employees are paid first from their
    accumulated accounts under the defined contribution plan with the balance
    funded by the defined benefit and supplemental retirement plans.

                                      27
<PAGE>


HORACE MANN LIFE INSURANCE COMPANY

Notes to Statutory Financial Statements

(In thousands)
================================================================================

     Employees are also eligible to participate in the Supplemental Retirement
     and Savings Plan, a 401(k) plan, and may generally contribute up to 10% of
     eligible compensation on a before tax basis. The employer contributes an
     amount equal to 50% of the first 6% of eligible compensation contributed
     each month by participating employees.

     Total allocated pension expense was $3,984, $3,997 and $3,934 for 1999,
     1998 and 1997, respectively.

        Postemployment Benefits

     In addition to providing pension benefits, HMSC also provides certain
     health care and life insurance benefits to retired employees and eligible
     dependents. Employees with ten years of service are eligible to receive
     these benefits upon retirement. The allocated cost of these benefits
     totaled $993, and $803 for the years ended December 31, 1999, 1998, and
     1997, respectively.

(10) Risk-Based Capital

     The insurance departments of various states, including the Company's
     domiciliary state of Illinois impose risk-based capital (RBC) requirements
     on insurance enterprises. The RBC calculation serves as a benchmark for the
     regulation of life insurance companies by state insurance regulators. The
     requirements apply various weighted factors to financial balances or
     activity levels based on their perceived degree of risk.

     The RBC guidelines define specific capital levels where regulatory
     intervention is required based on the ratio of the Company's actual total
     adjusted capital (sum of capital and surplus and AVR) to control levels
     determined by the RBC formula. At December 31, 1999, the Company's actual
     total adjusted capital was $204,410 and the authorized control level risk-
     based capital was $26,132.

                                      28
<PAGE>


                                                            Schedule I

                       HORACE MANN LIFE INSURANCE COMPANY
       SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
                               DECEMBER 31, 1999
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                Amount
                                                                                               shown in
                                                                                               Balance
Type of investments                             Cost(1)              Market Value                Sheet
- ----------------------------------------------------------------------------------------------------------
<S>                                          <C>                    <C>                     <C>
Debt securities:
  Bonds:
    U.S. Government and government
      agencies and authorities               $   571,209            $  558,298              $  571,209
    State, municipalities and
      political subdivisions                      36,913                36,545                  36,913
    Foreign government bonds                      21,875                21,987                  21,875
    Public utilities                              10,663                10,489                  10,663
    Other corporate bonds                      1,403,083              1,354823               1,403,083
                                             -----------            ----------              ----------

      Total debt securities                  $ 2,043,743            $1,982,142              $2,043,743
                                             -----------            ==========              ----------
Equity securities:

  Common stocks:
    Industrial and miscellaneous                       -                   418                     418
                                             -----------            ----------              ----------

      Total equity securities                          -            $      418                     418
                                             -----------            ==========              ----------

Mortgage loans on real estate                     34,293                   XXX                  34,293
Real estate                                          154                   XXX                     154
Policy loans                                      58,121                   XXX                  58,121
Short-term investments                            24,508                   XXX                  24,508
Other investments                                     70                   XXX                      70
                                             -----------                                    ----------

      Total investments                      $ 2,160,889                   XXX              $2,170,144
                                             ===========                                    ==========
</TABLE>


(1) Debt securities are carried at amortized cost or investment values
    prescribed by the National Association of Insurance Commissioners.
(2) Real estate acquired in satisfaction of indebtedness is $0.
(3) Differences between cost and amounts shown in the balance sheet for
    investments, other than equity securities, represent non-admitted
    investments.

See accompanying independent auditors' report.

                                      29
<PAGE>


                                                                    Schedule III

                      HORACE MANN LIFE INSURANCE COMPANY
                      SUPPLEMENTARY INSURANCE INFORMATION
             For the years ended December 31, 1999, 1998 and 1997
                            (Amounts in thousands)

<TABLE>
<CAPTION>
                                             As of December 31,
                         ---------------------------------------------------                   ---------
                                        Future policy                                  Premium revenue
                          Deferred        benefits                     Other policy     and annuity,
                           policy      losses, claims                   claims and      pension and
                         acquisition     and loss         Unearned       benefits      other contract
Segment                    cost(1)      expenses(3)      premiums(3)     payable       considerations
<S>                      <C>           <C>               <C>           <C>             <C>
1999:
 Life                                      $  676,666                    $    4,119       $  110,942
 Annuity                                    1,130,771                            57          205,684
 Supplementary
 Contracts                                     92,610                       114,683           31,441
 Accident and
 Health                                        16,859                            54            8,598
                         -----------       ----------    -----------     ----------       ----------

 Total                                     $1,916,906                    $  118,913       $  356,665
                         ===========       ==========    ===========     ==========       ==========

1998:
 Life                                      $  629,924                    $    4,179       $  107,863
 Annuity                                    1,143,472                            80          223,325
 Supplementary
 Contracts                                     89,805                       111,816           32,832
 Accident and
 Health                                        18,846                            17           12,108
                         -----------       ----------    -----------     ----------       ----------

 Total                                     $1,882,047                    $  116,092       $  376,128
                         ===========       ==========    ===========     ==========       ==========

1997:
 Life                                      $  590,132                    $    4,338       $  104,684
 Annuity                                    1,153,739                           100          199,189
 Supplementary
 Contracts                                     84,670                       107,606           30,455
 Accident and
 Health                                        22,018                            33           32,395
                         -----------       ----------    -----------     ----------       ----------

 Total                                     $1,850,559                    $  112,077       $  366,723
                         ===========       ==========    ===========     ==========       ==========

<CAPTION>
                                   For the years ended December 31,
                  ------------------------------------------------------------------
                                                    Amortization
                                   Benefits,        of deferred
                      Net        claims, losses        policy        Other
                  investment    and settlement      acquisition    operating      Premiums
Segment             income         expenses           costs(1)     expenses      written(2)
<S>               <C>           <C>                 <C>            <C>           <C>
1999:
 Life              $ 44,617           $ 98,630                       $45,939
 Annuity             90,462            259,189                        24,411
 Supplementary
 Contracts           14,738             43,880                         1,451
 Accident and
 Health               1,568              3,682                         6,387
                   --------           --------      ------------     -------     ----------

 Total             $151,385           $405,381                       $78,188
                   ========           ========      ============     =======     ==========

1998:
 Life              $ 42,918           $ 89,651                       $45,279
 Annuity             93,681            281,411                        24,653
 Supplementary
 Contracts           13,999             45,097                         1,470
 Accident and
 Health               1,818              9,978                         7,241
                   --------           --------      ------------     -------     ----------

 Total             $152,416           $426,137                       $78,643
                   ========           ========      ============     =======     ==========

1997:
 Life              $ 41,237           $ 86,110                       $48,476
 Annuity            100,663            251,455                        22,556
 Supplementary
 Contracts           12,464             42,098                           725
 Accident and
 Health               2,206             32,228                        10,849
                   --------           --------      ------------     -------     ----------

 Total             $156,570           $411,891                       $82,606
                   ========           ========      ============     =======     ==========
</TABLE>

(1)  Does not apply to financial statements of life insurance companies which
     are prepared on a statutory basis.
(2)  Does not apply to life insurance.
(3)  Unearned premiums and other deposit funds are included in future policy
     benefits, losses, claims and loss expenses.

See accompanying independent auditors' report.

                                      30
<PAGE>


                                                                     Schedule IV

                      HORACE MANN LIFE INSURANCE COMPANY
                                  REINSURANCE
             For the years ended December 31, 1999, 1998 and 1997
                            (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                                        Percentage
                                                       Ceded to         Assumed                         of amount
                                         Gross           other         from other           Net          assumed
                                        amount         companies        assumed           amount         To net
                                      ----------------------------------------------------------------------------
<S>                                   <C>              <C>             <C>              <C>             <C>
1999: Life insurance in force         $12,300,704       $900,993       $        -       $11,399,711        0.0%
                                      ===========       ========       ==========       ===========        ===

       Premiums and annuity,
       pension and other
       contract considerations:
       Life insurance                 $   113,744       $  2,802       $        -       $   110,942        0.0%
       Annuity                            205,684              -                -           205,684        0.0%
       Supplementary contracts             31,441              -                -            31,441
       Accident and health                  9,107            509                -             8,598        0.0%
                                      -----------       --------       ----------       -----------        ---

       Total premiums                 $   359,976       $  3,311       $        -       $   356,665        0.0%
                                      ===========       ========       ==========       ===========        ===

1998: Life insurance in force         $11,796,537       $762,100       $    2,076       $11,036,513        0.0%
                                      ===========       ========       ==========       ===========        ===

       Premiums and annuity,
       pension and other
       contract considerations:
       Life insurance                 $   109,574       $  2,501       $      790       $   107,863        0.0%
       Annuity                            223,325              -                -           223,325        0.0%
       Supplementary contracts             32,832              -                -            32,832
       Accident and health                 12,811            709                6            12,108        0.0%
                                      -----------       --------       ----------       -----------        ---

       Total premiums                 $   378,542       $  3,210       $      796       $   376,128        0.0%
                                      ===========       ========       ==========       ===========        ===

1997: Life insurance in force         $11,287,605       $528,096       $        -       $10,759,509        0.0%
                                      ===========       ========       ==========       ===========        ===

       Premiums and annuity,
       pension and other
       contract considerations:
       Life insurance                 $   106,897       $  2,213       $        -       $   104,684        0.0%
       Annuity                            199,189              -                -           199,189        0.0%
       Supplementary contracts             30,455              -                -            30,455
       Accident and health                 33,623          1,228                -            32,395        0.0%
                                      -----------       --------       ----------       -----------        ---

       Total premiums                 $   370,164       $  3,441       $        -       $   366,723        0.0%
                                      ===========       ========       ==========       ===========        ===
</TABLE>

       See accompanying independent auditors' report.

                                      31
<PAGE>

                                    PART C

                               OTHER INFORMATION

              HORACE MANN LIFE INSURANCE COMPANY SEPARATE ACCOUNT

Item 24.  Financial Statements and Exhibits
- -----------------------------------------------

  (a)  Financial Statements
  -------------------------

    Part A
    Condensed financial information of the Account

    Part B


    The following Financial statements of the Account which were filed on or
about March 02, 2000 are incorporated by reference into this Post Effective
Amendment 67
       -the Annual Report for the Registrant:
       -Report of Independent Auditors
       -Statements of Net Assets - December 31, 1999
       -Statements of Operations - For the Year Ended December 31, 1999
       -Statements of Changes in Net Assets For the Year Ended December 31, 1999
       -Statements of Changes in Net Assets For the Year Ended December 31, 1998
       -Notes to Financial Statements - December 31, 1999
       Financial statements for Horace Mann Life Insurance Company
       -Report of Independent Auditors
       -Statutory Statements of Admitted Assets, Liabilities and Capital and
        Surplus - As of December 31, 1999 and 1998
       -Statutory Statements of Operations - For the Years Ended December 31,
        1999, 1998 and 1997
       -Statutory Statements of Capital and Surplus - For the ears Ended
        December 31, 1999, 1998 and 1997
       -Statutory Statements of Cash Flow - For the Years Ended December 31,
        1999, 1998 and 1997
       -Notes to Statutory Financial Statements - December 31, 1999, 1998 and
        1997

  (b)  Exhibits
  -------------
(1)  Resolution of Board of Directors........... Post Effective Amendment 63
(2)  Agreements for custody.................................. Not Applicable
(3)  Underwriting Agreement..................... Post Effective Amendment 63
(4)  Form of Variable Annuity Contract.......... Post Effective Amendment 65
(5)  Form of application........................ Post Effective Amendment 63
(6)  Certificate of incorporation and bylaws..Initial Registration Statement
(7)  Contract of Reinsurance................................. Not Applicable
(8)  Other Contracts......................................... Not Applicable
(9)  Opinion and Consent of Counsel.......................... filed herewith
(10) Consent of Independent Auditors......................... filed herewith
(11) Financial Statement Schedules for Horace Mann Life Insurance Company an
     the Independent Auditors' Report thereon................ filed herewith
(12) Agreement regarding initial capital..... Initial Registration Statement
(13) Performance Quotation Computations........ Post-Effective Amendment #57
(14) Power of Attorney....................................... Not Applicable
(15) Horace Mann Educators Corporation and its
     Subsidiaries.............................. Post-Effective Amendment #57
(16) Financial Data Schedule................................. Filed Herewith

                                      C-1
<PAGE>

Item 25.  Directors and Officers of the Depositor
- -------------------------------------------------

     The directors and officers of Horace Mann Life Insurance Company, who are
engaged directly or indirectly in activities relating to the registrant or the
variable annuity contracts offered by the registrant, are listed below. Their
principal business address is One Horace Mann Plaza, Springfield, Illinois
62715.

Name                          Position & Office with Depositor
- ----                          --------------------------------

Larry K. Becker               Director and Executive Vice President,
                              Chief Financial Officer

Ann M. Caparros               Director, Vice President, General Counsel &
                              Corporate Secretary

Valerie A. Chrisman           Director and Senior Vice President

Paul J. Kardos                Director and President & Chief Executive Officer

Michael R. Vignola            Senior Vice President

George J. Zock                Director and Executive Vice President

A. Thomas Arisman             Senior Vice President



J. Michael Henderson          Vice President & Treasurer

John H. Leitermann            Vice President & Life Actuary

William J. Kelly              Vice President

Item 26.  Controlled by or Under Common Control with the Depositor or Registrant
- --------------------------------------------------------------------------------

     The Registrant is a separate account of Horace Mann Life Insurance Company.
Horace Mann Life Insurance Company is a wholly owned subsidiary of Allegiance
Life Insurance Company. Allegiance Life Insurance Company and Horace Mann
Investors, Inc., principal underwriter of the Registrant, are wholly-owned
subsidiaries of Horace Mann Educators Corporation, a publicly held corporation.
See Exhibit No. 15.

Item 27.  Number of Contract Owners
- -----------------------------------

     As of March 31 2000, the number of Contract Owners of Horace Mann Life
Insurance Company Separate Account was 69,508 of which 65,645 were qualified
Contract Owners and 3,863 were non-qualified Contract Owners.

                                      C-2
<PAGE>

Item 28.  Indemnification
- -------------------------

     Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


Item 29.  Principal Underwriters
- --------------------------------

     Horace Mann Investors, Inc., the underwriter of Horace Mann Life Insurance
Company Separate Account, acts as principal underwriter for Horace Mann Life
Insurance Company Separate Account B and Horace Mann Life Insurance Company
Allegiance Separate Account A.

     The following are the directors and officers of Horace Mann Investors, Inc.
Their principal business address is One Horace Mann Plaza, Springfield, Illinois
62715.

Name                               Position with Underwriter
- ----                               -------------------------

A. Thomas Arisman                  Director and President

Larry K. Becker                    Director

George J. Zock                     Director

Ann M. Caparros                    Secretary



William J. Kelly                   Treasurer and Broker/dealer Compliance
                                   Officer

Diane M. Barnett                   Tax Compliance Officer

Richard D. Wilson                  Marketing Officer


     The following is a listing of the commissions and other compensation
received by the principal underwriter from the Registrant during the fiscal year
ended December 31, 1999:

<TABLE>
<CAPTION>
                    Net Underwriting  Compensation on
Name of Principal     Discounts and    Redemption or    Brokerage
Underwriter            Commissions     Annuitization   Commissions  Compensation
- -----------------   ----------------  ---------------  -----------  ------------
<S>                 <C>               <C>              <C>          <C>
Horace Mann            $5,811,107           N/A             N/A          N/A
Investors, Inc.
</TABLE>

                                      C-3
<PAGE>

Item 30.  Location of Accounts and Records
- ------------------------------------------

     Horace Mann Investors, Inc., underwriter of the Registrant, is located at
One Horace Mann Plaza, Springfield, Illinois 62715. It maintains those accounts
and records associated with its duties as underwriter required to be maintained
pursuant to Section 31(a) of the Investment Company Act and the rules
promulgated thereunder.

Horace Mann Life Insurance Company, the depositor, is located at One Horace Mann
Plaza, Springfield, Illinois 62715. It maintains those accounts and records
required to be maintained pursuant to Section 31(a) of the Investment Company
Act of 1940 and the rules promulgated thereunder that are not maintained by
Horace Mann Investors, Inc.

Item 31.  Management Services
- -----------------------------

     Not applicable.

Item 32.  Undertakings
- ----------------------

     (a)  Registrant undertakes to file a Post-Effective Amendment to this
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under variable annuity Contracts may be accepted.

     (b)  Registrant undertakes to include a written communication in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

     (c)  Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form N-4 promptly upon written or oral request.

     (d)  Horace Mann Life Insurance Company and the Registrant are relying on a
no-action letter from the Securities and Exchange Commission that was issued to
the American Council of Life Insurance and made publicly available on November
28, 1988. That letter outlines conditions that must be met if a company offering
registered annuity contracts imposes the limitations on surrenders and
withdrawals on section 403(b) contracts as required by the Internal Revenue
Code. Horace Mann Life Insurance Company and the Registrant are in compliance
with the conditions of that no-action letter.

     (e)  Horace Mann Life Insurance Company represents that the fees and
charges deducted under the Variable Annuity Contract in the aggregrate are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the insurance company.

                                      C-4
<PAGE>

                               INDEX TO EXHIBITS
                               -----------------

Exhibit
Number                               Title
- ------                               -----


(1)   Resolution of Board of Directors.............Post Effective Amendment 63
(2)   Agreements for custody................................... Not Applicable
(3)   Underwriting Agreement.......................Post Effective Amendment 63
(4)   Form of Variable Annuity Contract............Post Effective Amendment 65
(5)   Form of application..........................Post Effective Amendment 63
(6)   Certificate of incorporation and bylaws...Initial Registration Statement
(7)   Contract of Reinsurance...................................Not Applicable
(8)   Other Contracts...........................................Not Applicable
(9)   Opinion and Consent of Counsel............................filed herewith
(10)  Consent of Independent Auditors...........................filed herewith
(11)  Financial Statement Schedules for Horace Mann Life Insurance Company and
      the Independent Auditors' Report thereon..................filed herewith
(12)  Agreement regarding initial capital.......Initial Registration Statement
(13)  Performance Quotation Computations..........Post-Effective Amendment #57
(14)  Power of Attorney.........................................Not Applicable
(15)  Horace Mann Educators Corporation and its
      Subsidiaries................................Post-Effective Amendment #57
(16)  Financial Data Schedule...................................Filed Herewith

                                      C-5
<PAGE>

                                  SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned,thereto duly authorized in the City of Springfield
and State of Illinois, on this 17th day of April, 2000.


                    HORACE MANN INSURANCE COMPANY SEPARATE ACCOUNT

                    By: Horace Mann Life Insurance Company
                        ----------------------------------
                                   (Depositor)


Attest: /s/ ANN M. CAPARROS               By: /s/ PAUL J. KARDOS
       ---------------------------          ----------------------------
        Ann M. Caparros                       Paul J. Kardos, President and
        Corporate Secretary                   Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.


SIGNATURE                            TITLE                      DATE
- ---------                            -----                      ----

/s/ PAUL J. KARDOS             Director, President and      April 17, 2000
- -------------------------      Chief Executive Officer
Paul J. Kardos


/s/ LARRY K. BECKER            Director, Executive Vice     April 17, 2000
- -------------------------      President and Chief
Larry K. Becker                Financial Officer



/s/ ANN M. CAPARROS            Director, Vice President,    April 17, 2000
- -------------------------      General Counsel and
Ann M. Caparros                Corporate Secretary



/s/ VALERIE A. CHRISMAN        Director,                    April 17, 2000
- -------------------------      Senior Vice President
Valerie A. Chrisman


/s/ ROGER W. FISHER            Senior Vice President        April 17, 2000
- -------------------------      Officer
Roger W. Fisher


/s/ GEORGE J. ZOCK             Director and Executive       April 17, 2000
- -------------------------      Vice President
George J. Zock


/s/ THOMAS A. ARISMAN          Senior Vice President        April 17, 2000
- -------------------------
Thomas A. Arisman

                                      C-6

<PAGE>


                          [LETTERHEAD OF HORACE MANN]


24 April 2000

Board of Directors
Horace Mann Life Insurance Company
1 Horace Mann Plaza
Springfield, IL 62715

Directors:

I have acted as counsel to Horace Mann Life Insurance Company (the "Company"),
an Illinois insurance company, and Horace Mann Life Insurance Company Separate
Account (the "Account") in connection with the registration of an indefinite
amount of securities in the form of flexible premium variable annuity contracts
(the "Contracts") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. I have examined such documents (including
post-effective amendment number sixty-seven to the Form N-4 registration
statement (File No. 811-1343)) and reviewed such questions of law as I
considered necessary and appropriate, and on the basis of such examination and
review, it is my opinion that:

1.   The Company is a corporation duly organized and validly existing as a stock
     life insurance company under the laws of the State of Illinois and is duly
     authorized to by the Insurance Department of the State of Illinois to issue
     the Contracts.

2.   The Account is a duly authorized and existing separate account established
     pursuant to the provisions of the Illinois Insurance Code.

3.   To the extent so provided under the Contracts, that portion of the assets
     of the Account equal to the reserves and other contract liabilities with
     respect to the Account will not be chargeable with liabilities arising out
     of any other business that the Company may conduct.

4.   The Contracts, when issued as contemplated by the Form N-4 registration
     statement, will constitute legal, validly issued and binding obligations of
     the Company.

I hereby consent to the filing of this opinion as an exhibit to post-effective
amendment number sixty-six to the Form N-4 registration statement for the
Contracts and the Account.

Sincerely,

/s/ Ann Caparros

Ann Caparros
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<CIK> 0001026708
<NAME> HORACE MANN MUTUAL FUNDS
<SERIES>
   <NUMBER> 1
   <NAME> GROWTH FUND
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<INVESTMENTS-AT-COST>                          618,429
<INVESTMENTS-AT-VALUE>                         624,459
<RECEIVABLES>                                    1,148
<ASSETS-OTHER>                                       1
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 625,608
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          475
<TOTAL-LIABILITIES>                                475
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       619,772
<SHARES-COMMON-STOCK>                           28,522
<SHARES-COMMON-PRIOR>                           27,557
<ACCUMULATED-NII-CURRENT>                          409
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (1,077)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         6,029
<NET-ASSETS>                                   625,133
<DIVIDEND-INCOME>                               11,528
<INTEREST-INCOME>                                  464
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   4,798
<NET-INVESTMENT-INCOME>                          7,194
<REALIZED-GAINS-CURRENT>                        39,294
<APPREC-INCREASE-CURRENT>                     (63,032)
<NET-CHANGE-FROM-OPS>                         (16,544)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        6,785
<DISTRIBUTIONS-OF-GAINS>                        40,429
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         87,664
<NUMBER-OF-SHARES-REDEEMED>                    110,340
<SHARES-REINVESTED>                             40,836
<NET-CHANGE-IN-ASSETS>                        (45,598)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                           57
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            2,524
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  5,123
<AVERAGE-NET-ASSETS>                           623,366
<PER-SHARE-NAV-BEGIN>                            24.34
<PER-SHARE-NII>                                    .26
<PER-SHARE-GAIN-APPREC>                          (.91)
<PER-SHARE-DIVIDEND>                             (.65)
<PER-SHARE-DISTRIBUTIONS>                         1.77
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              21.92
<EXPENSE-RATIO>                                    .73


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<CIK> 0001026708
<NAME> HORACE MANN MUTUAL FUND
<SERIES>
   <NUMBER> 2
   <NAME> BALANCED FUND
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<INVESTMENTS-AT-COST>                          405,815
<INVESTMENTS-AT-VALUE>                         400,229
<RECEIVABLES>                                    2,970
<ASSETS-OTHER>                                      21
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 403,220
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          681
<TOTAL-LIABILITIES>                                681
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       408,235
<SHARES-COMMON-STOCK>                           23,310
<SHARES-COMMON-PRIOR>                           22,636
<ACCUMULATED-NII-CURRENT>                          326
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          (439)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (5,583)
<NET-ASSETS>                                   402,539
<DIVIDEND-INCOME>                                4,448
<INTEREST-INCOME>                               12,694
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   3,067
<NET-INVESTMENT-INCOME>                         14,075
<REALIZED-GAINS-CURRENT>                        16,470
<APPREC-INCREASE-CURRENT>                     (35,404)
<NET-CHANGE-FROM-OPS>                          (4,859)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       13,825
<DISTRIBUTIONS-OF-GAINS>                        16,931
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         54,173
<NUMBER-OF-SHARES-REDEEMED>                     70,096
<SHARES-REINVESTED>                             26,157
<NET-CHANGE-IN-ASSETS>                        (25,381)
<ACCUMULATED-NII-PRIOR>                            166
<ACCUMULATED-GAINS-PRIOR>                         (67)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,605
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  3,280
<AVERAGE-NET-ASSETS>                           405,586
<PER-SHARE-NAV-BEGIN>                            18.90
<PER-SHARE-NII>                                    .62
<PER-SHARE-GAIN-APPREC>                          (.84)
<PER-SHARE-DIVIDEND>                             (.22)
<PER-SHARE-DISTRIBUTIONS>                         1.41
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              17.27
<EXPENSE-RATIO>                                    .75


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<CIK> 0001026708
<NAME> HORACE MANN MUTUAL FUNDS
<SERIES>
   <NUMBER> 3
   <NAME> INCOME FUND
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<INVESTMENTS-AT-COST>                           13,625
<INVESTMENTS-AT-VALUE>                          13,007
<RECEIVABLES>                                      202
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  13,209
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           35
<TOTAL-LIABILITIES>                                 35
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        13,822
<SHARES-COMMON-STOCK>                            1,076
<SHARES-COMMON-PRIOR>                            1,054
<ACCUMULATED-NII-CURRENT>                           15
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           (46)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (617)
<NET-ASSETS>                                    13,174
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  956
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     138
<NET-INVESTMENT-INCOME>                            818
<REALIZED-GAINS-CURRENT>                          (43)
<APPREC-INCREASE-CURRENT>                      (1,005)
<NET-CHANGE-FROM-OPS>                            (230)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          809
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          5,904
<NUMBER-OF-SHARES-REDEEMED>                      6,326
<SHARES-REINVESTED>                                677
<NET-CHANGE-IN-ASSETS>                           (784)
<ACCUMULATED-NII-PRIOR>                              5
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               53
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    144
<AVERAGE-NET-ASSETS>                            13,379
<PER-SHARE-NAV-BEGIN>                            13.24
<PER-SHARE-NII>                                    .76
<PER-SHARE-GAIN-APPREC>                          (.97)
<PER-SHARE-DIVIDEND>                             (.21)
<PER-SHARE-DISTRIBUTIONS>                          .79
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.24
<EXPENSE-RATIO>                                    .99


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<CIK> 0001026708
<NAME> HORACE MANN MUTUAL FUNDS
<SERIES>
   <NUMBER> 4
   <NAME> SHORT-TERM INVESTMENT FUND
<MULTIPLIER>   1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<INVESTMENTS-AT-COST>                            1,740
<INVESTMENTS-AT-VALUE>                           1,740
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       4
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   1,744
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            1
<TOTAL-LIABILITIES>                                  1
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         1,742
<SHARES-COMMON-STOCK>                              176
<SHARES-COMMON-PRIOR>                              133
<ACCUMULATED-NII-CURRENT>                            1
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     1,743
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   95
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       6
<NET-INVESTMENT-INCOME>                             89
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                               89
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           88
<DISTRIBUTIONS-OF-GAINS>                             1
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          5,025
<NUMBER-OF-SHARES-REDEEMED>                      4,683
<SHARES-REINVESTED>                                 70
<NET-CHANGE-IN-ASSETS>                             412
<ACCUMULATED-NII-PRIOR>                              1
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                5
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     36
<AVERAGE-NET-ASSETS>                             1,669
<PER-SHARE-NAV-BEGIN>                             9.98
<PER-SHARE-NII>                                    .47
<PER-SHARE-GAIN-APPREC>                            .01
<PER-SHARE-DIVIDEND>                               .48
<PER-SHARE-DISTRIBUTIONS>                          .57
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.89
<EXPENSE-RATIO>                                    .32


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<CIK> 0001026708
<NAME> HORACE MANN MUTUAL FUNDS
<SERIES>
   <NUMBER> 5
   <NAME> SMALL CAP GROWTH FUND
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<INVESTMENTS-AT-COST>                           38,670
<INVESTMENTS-AT-VALUE>                          60,526
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                      44
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  60,570
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           73
<TOTAL-LIABILITIES>                                 73
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        38,697
<SHARES-COMMON-STOCK>                            3,062
<SHARES-COMMON-PRIOR>                            2,315
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           (57)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        21,857
<NET-ASSETS>                                    60,497
<DIVIDEND-INCOME>                                    8
<INTEREST-INCOME>                                  162
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     548
<NET-INVESTMENT-INCOME>                          (378)
<REALIZED-GAINS-CURRENT>                         8,266
<APPREC-INCREASE-CURRENT>                       15,565
<NET-CHANGE-FROM-OPS>                           23,453
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                         4,103
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         16,140
<NUMBER-OF-SHARES-REDEEMED>                      7,062
<SHARES-REINVESTED>                              3,415
<NET-CHANGE-IN-ASSETS>                          31,843
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      (3,841)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              398
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    598
<AVERAGE-NET-ASSETS>                            54,533
<PER-SHARE-NAV-BEGIN>                            12.38
<PER-SHARE-NII>                                  (.15)
<PER-SHARE-GAIN-APPREC>                           8.96
<PER-SHARE-DIVIDEND>                              8.81
<PER-SHARE-DISTRIBUTIONS>                         1.43
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              19.76
<EXPENSE-RATIO>                                   1.50


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<CIK> 0001026708
<NAME> HORACE MANN MUTUAL FUNDS
<SERIES>
   <NUMBER> 6
   <NAME> INTERNATIONAL EQUITY FUND
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<INVESTMENTS-AT-COST>                           18,700
<INVESTMENTS-AT-VALUE>                          26,416
<RECEIVABLES>                                       23
<ASSETS-OTHER>                                       1
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  26,440
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           37
<TOTAL-LIABILITIES>                                 37
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        18,687
<SHARES-COMMON-STOCK>                            1,507
<SHARES-COMMON-PRIOR>                              850
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         7,716
<NET-ASSETS>                                    26,403
<DIVIDEND-INCOME>                                  228
<INTEREST-INCOME>                                   66
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     208
<NET-INVESTMENT-INCOME>                             86
<REALIZED-GAINS-CURRENT>                         1,182
<APPREC-INCREASE-CURRENT>                        6,619
<NET-CHANGE-FROM-OPS>                            7,887
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                           36
<DISTRIBUTIONS-OF-GAINS>                         1,213
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         11,069
<NUMBER-OF-SHARES-REDEEMED>                      2,618
<SHARES-REINVESTED>                              1,003
<NET-CHANGE-IN-ASSETS>                          16,092
<ACCUMULATED-NII-PRIOR>                            (1)
<ACCUMULATED-GAINS-PRIOR>                         (18)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              127
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    271
<AVERAGE-NET-ASSETS>                            23,791
<PER-SHARE-NAV-BEGIN>                            12.13
<PER-SHARE-NII>                                    .08
<PER-SHARE-GAIN-APPREC>                           6.18
<PER-SHARE-DIVIDEND>                              6.26
<PER-SHARE-DISTRIBUTIONS>                          .87
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              17.52
<EXPENSE-RATIO>                                   1.30


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 6
<CIK> 0001026708
<NAME> HORACE MANN MUTUAL FUNDS
<SERIES>
   <NUMBER> 7
   <NAME> SOCIALLY RESPONSIBLE FUND
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               DEC-31-1999
<INVESTMENTS-AT-COST>                           55,480
<INVESTMENTS-AT-VALUE>                          59,481
<RECEIVABLES>                                      115
<ASSETS-OTHER>                                       1
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  59,597
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           64
<TOTAL-LIABILITIES>                                 64
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        55,561
<SHARES-COMMON-STOCK>                            4,310
<SHARES-COMMON-PRIOR>                            2,738
<ACCUMULATED-NII-CURRENT>                           36
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           (65)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         4,001
<NET-ASSETS>                                    59,533
<DIVIDEND-INCOME>                                1,045
<INTEREST-INCOME>                                   69
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     490
<NET-INVESTMENT-INCOME>                            624
<REALIZED-GAINS-CURRENT>                           512
<APPREC-INCREASE-CURRENT>                        2,588
<NET-CHANGE-FROM-OPS>                            3,724
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          596
<DISTRIBUTIONS-OF-GAINS>                           526
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         29,403
<NUMBER-OF-SHARES-REDEEMED>                      8,642
<SHARES-REINVESTED>                                606
<NET-CHANGE-IN-ASSETS>                          23,969
<ACCUMULATED-NII-PRIOR>                             11
<ACCUMULATED-GAINS-PRIOR>                         (54)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              325
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    548
<AVERAGE-NET-ASSETS>                            58,152
<PER-SHARE-NAV-BEGIN>                            12.99
<PER-SHARE-NII>                                    .17
<PER-SHARE-GAIN-APPREC>                            .91
<PER-SHARE-DIVIDEND>                              1.08
<PER-SHARE-DISTRIBUTIONS>                          .26
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.81
<EXPENSE-RATIO>                                   1.00


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission