BANKERS SECURITY VARIABLE ANNUITY FUNDS M P & Q
485APOS, 1997-02-28
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                                                       Registration No. 33-11489
                                                                        811-3098

   
================================================================================
              As filed with the Securities and Exchange Commission
                                February 28, 1997
================================================================================
    

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

   
                        POST-EFFECTIVE AMENDMENT NO. 11
                                       TO
                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              [X]
Pre-Effective Amendment No.                                          [ ]   
                           -----------------                         
Post-Effective Amendment No.           11                            [X]
                             ---------------
    

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      [X]

   
Amendment No.    15                                                  [X]
             -------
================================================================================
          RELIASTAR BANKERS SECURITY VARIABLE ANNUITY FUNDS M, P AND Q
                           (Exact Name of Registrant)
                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
                               (Name of Depositor)
                          1000 Woodbury Lane, Suite 102
                            Woodbury, New York 11797
         (Address of Depositor's Principal Executive Offices) (Zip Code)
        Depositor's Telephone Number, including Area Code: (516) 682-8700
================================================================================
                             Richard R. Crowl, Esq.
                    Senior Vice President and General Counsel
                ReliaStar Bankers Security Life Insurance Company
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                     (Name and Address of Agent of Service)
    

                                    Copy to:

   
                             Jeffrey A. Proulx, Esq.
                                Associate Counsel
                ReliaStar Bankers Security Life Insurance Company
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
    

Approximate Date of Proposed Public Offering:  As soon as practicable  after the
Registration Statement becomes effective.

It is proposed that this filing will become effective (check appropriate space):

     [ ] immediately  upon filing  pursuant to paragraph (b) of Rule 485 
     [ ] on _________  pursuant to  paragraph  (b) of Rule 485 
     [ ] 60 days after filing  pursuant  to  paragraph  (a) of Rule 485 

   
     [X] on April 30, 1997  pursuant to paragraph (a) 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.

Registrant  has  chosen  to  register  an  indefinite  amount of  securities  in
accordance with Rule 24f-2. The Rule 24f-2 Notice for  Registrant's  most recent
fiscal year was filed on or about February 20, 1997.
================================================================================
    


<TABLE>
<CAPTION>


   
                            RELIASTAR BANKERS SECURITY VARIABLE ANNUITY FUNDS M, P AND Q
                                  POST-EFFECTIVE AMENDMENT NO. 11 TO REGISTRATION
                                                STATEMENT ON FORM N-4
    

                                                CROSS REFERENCE SHEET
                                           SHOWING LOCATION IN PROSPECTUS
                                       AND STATEMENT OF ADDITIONAL INFORMATION
                                               AS REQUIRED BY FORM N-4

FORM N-4 PART A ITEMS                                         PROSPECTUS CAPTION
- ---------------------                                         ------------------
<S>                                                           <C>
1.       Cover Page                                           Cover Page

2.       Definitions                                          Glossary of Special Terms

3.       Synopsis                                             Summary

4.       Condensed Financial Information                      Condensed Financial Information

   
5.       General Description of Registrant,                   The Company; The Separate Accounts;
         Depositor and Portfolio Companies                    The Funds

6.       Deductions and Expenses                              Summary of Contract Expenses;
                                                              Charges and Other Deductions
    

7.       General Description of                               Summary; Accumulation Period -
         Variable Annuity Contracts                           Deferred Variable Annuities;
                                                              Miscellaneous Contract Provisions

8.       Annuity Period                                       Annuity Period

9.       Death Benefit                                        Death Benefit During the Accumulation Period

10.      Purchases and Contract Value                         Purchase of Contracts; Accumulation Period -
                                                              Deferred Variable Annuities

11.      Redemptions                                          Surrenders Without Charge;
                                                              Surrender and Termination; Right to Examine
                                                              Contract

12.      Taxes                                                Federal Income Tax Status

13.      Legal Proceedings                                    Litigation

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

                                                              STATEMENT OF ADDITIONAL
FORM N-4 PART B ITEMS                                         INFORMATION CAPTION
- ---------------------                                         -------------------

15.      Cover Page                                           Cover Page

16.      Table of Contents                                    Table of Contents

17.      General Information and History                      General Information about the Company

18.      Services                                             Custodian and Accountants

19.      Purchase of Securities Being Offered                 Underwriter

20.      Underwriters                                         Underwriter

21.      Calculation of Performance Data                      Calculation of Performance Data

22.      Annuity Payments                                     Annuity Period (in Prospectus)

23.      Financial Statements                                 Financial Statements


                                                              STATEMENT OF ADDITIONAL
FORM N-4 PART C ITEMS                                         INFORMATION CAPTION
- ---------------------                                         -------------------

24.      Financial Statements and Exhibits                    Financial Statements and Exhibits

25.      Directors and Officers of the Depositor              Directors and Officers of the Depositor

26.      Persons Controlled by or Under Common                Persons Controlled by or Under Common Control
         Control with the Depositor or Registrant             with the Depositor or Registrant

27.      Number of Contractowners                             Number of Contractowners

28.      Indemnification                                      Indemnification

29.      Principal Underwriters                               Principal Underwriters

30.      Location of Accounts and Records                     Location of Accounts and Records

31.      Management Services                                  Management Services

32.      Undertakings                                         Undertakings

</TABLE>

                                     PART A
                      INFORMATION REQUIRED IN A PROSPECTUS


   
            RELIASTAR BANKERS SECURITY VARIABLE ANNUITY FUNDS P AND Q
             INDIVIDUAL FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACTS
                                   OFFERED BY
                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
             1000 WOODBURY ROAD, SUITE 102, WOODBURY, NEW YORK 11797

     This Prospectus  describes  individual  flexible  payment  variable annuity
contracts (the "Contracts")  issued by ReliaStar Bankers Security Life Insurance
Company ("ReliaStar" or the "Company").  The Contracts provide Deferred Variable
Annuities  with an  Accumulation  Period on a  variable  or fixed  basis and for
payment of annuity benefits on a fixed basis, a variable basis, or a combination
thereof.  The Contracts may be purchased for individual  plans which qualify for
certain  Federal  tax  benefits   available  under  the  Internal  Revenue  Code
("Qualified  Plans") or may be issued for deferred  compensation and other plans
which do not qualify under such Code Sections ("Non-Qualified Plans").  Purchase
payments,  after  deductions for any applicable  premium taxes, are allocated to
ReliaStar  Bankers Security  Variable Annuity Fund P ("Separate  Account P") for
Non-Qualified  Plans and to ReliaStar  Bankers Security  Variable Annuity Fund Q
("Separate  Account Q") for Qualified  Plans.  The Owner of the Contract directs
the Company to allocate  such net purchase  payments to a Fixed Account or up to
seventeen  of  nineteen   variable   sub-accounts   ("Sub-Accounts")   that  are
established within each Separate Account.  Each Sub-Account  invests exclusively
in shares of one of the following portfolios of mutual funds (collectively,  the
"Funds"):
<TABLE>
<CAPTION>
    


<S>                                         <C>                                 <C> 
   
Northstar Variable Trust                    Oppenheimer Variable Account Funds  Fidelity Variable Insurance Products Fund
       - Growth Fund                        - Capital Appreciation Fund         and Variable Insurance Products Fund II
       - Income and Growth Fund             - Growth Fund                               - Growth Portfolio
       - High Yield Bond Fund               - Multiple Strategies Fund                  - Contrafund Portfolio
                                            - Global Securities Fund                    - Equity-Income Portfolio
                                            - Bond Fund                                 - Index 500 Portfolio
Alliance Variable Products Series Fund      - Strategic Bond Fund                       - Asset Manager Portfolio
       - Growth and Income Portfolio        - High Income Fund                          - Investment Grade Bond Portfolio
       - Short-Term Multi-Market Portfolio  - Money Fund
    

</TABLE>

   
     THE MINIMUM INITIAL PURCHASE PAYMENT FOR SEPARATE ACCOUNT P IS $1,000 ($100
FOR AUTOMATIC  PAYMENT PLANS) WITH SUBSEQUENT  MINIMUM PAYMENTS OF AT LEAST $100
UNLESS WAIVED BY RELIASTAR.  THE MINIMUM INITIAL PAYMENT FOR SEPARATE  ACCOUNT Q
IS $250 ($50 FOR AUTOMATIC  PAYMENT PLANS) WITH SUBSEQUENT  PAYMENTS OF AT LEAST
$50 UNLESS  WAIVED.  NO CONTRACT  PAYMENTS  WILL BE ACCEPTED  WITH RESPECT TO AN
ANNUITANT OR CONTRACT OWNER WHO IS OLDER THAN EIGHTY YEARS OF AGE.
    

     This  Prospectus  provides  information a prospective  investor should know
before investing and should be kept for future reference.

   
     Additional  information  about  the  Contracts  has  been  filed  with  the
Securities  and  Exchange  Commission  ("SEC")  in  a  Statement  of  Additional
Information, dated February 28, 1997, which is incorporated herein by reference.
The Statement of Additional  Information,  the table of contents of which is set
forth on page 31 of this Prospectus, is available without charge upon request by
writing to ReliaStar at the above address or by calling (703) 875-3623,  and may
also be obtained by accessing the SEC's internet web site (http://www.sec.gov).

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE  COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL  OFFENSE.  SHARES OF THE FUNDS AND  INTERESTS IN THE CONTRACTS ARE
NOT DEPOSITS OR  OBLIGATIONS  OF, OR GUARANTEED OR ENDORSED BY, A BANK,  AND THE
SHARES AND INTERESTS ARE NOT FEDERALLY  INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT PROSPECTUS OF OPPENHEIMER VARIABLE
ACCOUNT FUNDS,  ALLIANCE  VARIABLE PRODUCTS SERIES FUNDS,  FIDELITY  INVESTMENTS
VARIABLE  INSURANCE  PRODUCTS  FUND,  FIDELITY  INVESTMENTS  VARIABLE  INSURANCE
PRODUCTS  FUND II AND  NORTHSTAR  VARIABLE  TRUST.  NO OFFER IS BEING  MADE OF A
CONTRACT FUNDED BY ANY UNDERLYING  FUNDS FOR WHICH A CURRENT  PROSPECTUS HAS NOT
BEEN DELIVERED.

                  The date of this Prospectus is April XX, 1997
    


                                                         TABLE OF CONTENTS

HEADING                                                PAGE  
- -------                                                ----  
GLOSSARY OF SPECIAL TERMS................................3
SUMMARY..................................................4
   
SUMMARY OF CONTRACT EXPENSES.............................8
CONDENSED FINANCIAL INFORMATION.........................10
    

THE COMPANY.............................................12
THE SEPARATE ACCOUNTS...................................12
THE FUNDS...............................................13
PURCHASE OF CONTRACTS...................................15
CHARGES AND OTHER DEDUCTIONS............................16
   A. Contingent Deferred Sales Charge..................16
   B. Surrenders Without Charge.........................17
   C. Mortality and Expense Risk Charges................17
   D. Contract Maintenance Charge.......................18
   E. Premium Taxes.....................................18
   F. Other Charges.....................................18
   
   G. Reduction or Elimination of Charges...............18
    
ACCUMULATION PERIOD - DEFERRED
  VARIABLE ANNUITIES....................................19
   A. Crediting Accumulation Units......................18
   B. Value of an Accumulation Unit.....................19
   C. Death Benefit During the Accumulation Period......19
   D. Transfers Between Sub-Accounts....................20
   E. Dollar Cost Averaging.............................20
   F. Systematic Withdrawal Program.....................21
   G. Surrender and Termination.........................21
ANNUITY PERIOD..........................................21
   A. Annuity Commencement Date.........................21
   B. Annuity Options...................................21
   C. Allocation of Annuity.............................22
   D. Value of an Annuity Unit..........................23
   E. Frequency and Amount of Annuity Payments..........23
   F. Assumed Investment Rate...........................23
MISCELLANEOUS CONTRACT PROVISIONS.......................23
   A. Time of Payments..................................23
   B. Right to Examine Contract.........................24
   C. Amendment of Contract.............................24
   D. Reports to Contract Owners........................24
   E. Assignment........................................24
   F. Substitution of Fund Shares.......................24
   G. Ownership of the Contract.........................24
FEDERAL INCOME TAX STATUS...............................24
   A. Introduction......................................24
   B. Tax Status........................................25
   C. Taxation of Annuities in General/Non-Qualified 
      Plans.............................................25
   D. Additional Considerations.........................26
   E. Qualified Plans...................................28
   
   F. Withholding Requirements Where Rollovers are
           Distributed Directly to Participant..........29
   G. Seek Tax Advice...................................29
    
REGULATION..............................................29
   A. State.............................................29
   B. Proposed Unisex Legislation.......................29
VOTING RIGHTS...........................................30
TEXAS OPTIONAL RETIREMENT PROGRAM.......................30
LITIGATION..............................................30
REGISTRATION STATEMENT..................................30
LEGAL OPINIONS..........................................30
PERFORMANCE DATA........................................30
FINANCIAL STATEMENTS....................................31
STATEMENT OF ADDITIONAL INFORMATION.....................31
THE FIXED ACCOUNT.......................................32
APPENDIX I..............................................33
APPENDIX II.............................................35
APPENDIX III............................................36


                            GLOSSARY OF SPECIAL TERMS

   
ACCUMULATION PERIOD - The period between the date the Contract is issued and the
Annuity Commencement Date.

ACCUMULATION UNIT - An accounting unit used to value a Contract Owner's interest
prior to the Annuity Commencement Date.
    

ANNUITANT  - The  person  designated  to  receive  or who is  receiving  annuity
payments.

ANNUITY COMMENCEMENT DATE - The date on which annuity payments are to commence.

ANNUITY OPTION - The provisions under which a series of annuity payments is made
to the Annuitant.

ANNUITY UNIT - An  accounting  unit of measure  used to  calculate  the value of
second and subsequent variable annuity payments.

BENEFICIARY  - The  person  to  receive  benefits  under  a  Contract  upon  the
Annuitant's death.

   
CONTRACT  ANNIVERSARY  - The same day and month that the  Contract  is issued in
each subsequent year.
    

CONTRACT  OWNER - The person or entity  with legal  rights of  ownership  of the
Contract.

CONTRACT OWNER'S  INDIVIDUAL ACCOUNT - The sum of all values in the Sub-Accounts
of the Separate  Accounts  and the Fixed  Account  credited to a Contract  Owner
during the Accumulation Period.

   
CONTRACT VALUE - The value of the Contract Owner's Individual Account.

FIXED ACCOUNT - Assets of ReliaStar  other than those  allocated to any separate
account of ReliaStar.

FIXED ACCOUNT VALUE - The Contract Value  allocated to the Fixed Account,  which
accumulates in ReliaStar's general account.

FIXED  ANNUITY - An annuity with  payments  which remain  fixed  throughout  the
annuity period and do not vary with investment experience.
    

JOINT  ANNUITANT - The designated  second person under a joint and survivor life
annuity.

PURCHASE  PAYMENT - An initial or  subsequent  Purchase  Payment to  purchase an
annuity.

   
SEPARATE  ACCOUNTS  P AND Q -  Segregated  investment  accounts  established  by
ReliaStar  pursuant to applicable law and registered as a unit investment  trust
under the Investment Company Act of 1940, as amended.

SUB-ACCOUNT - A division of the Separate  Accounts  whose assets are invested in
shares of corresponding underlying portfolios.

VALUATION  DATE - Each day that the New York Stock Exchange is open for trading.
The New York Stock Exchange is currently closed on weekends and on the following
holidays:  New Year's Day;  Presidents'  Day;  Good Friday;  Memorial  Day; July
Fourth; Labor Day; Veterans Day; Thanksgiving Day; and Christmas Day.
    

VALUATION PERIOD - The interval of time between two consecutive  Valuation Dates
measured from the daily closing of the New York Stock Exchange.

VARIABLE  ANNUITY - An annuity  with  payments  varying  as to dollar  amount in
relation to the investment experience of the Sub-Account.


                                     SUMMARY
   
     The  Contracts  are flexible  premium  individual  deferred  variable/fixed
annuity  contracts  issued by the  Separate  Accounts  and the Company (see "The
Company"  and  "The  Separate  Accounts"  on page  12).  They  are sold to or in
connection  with  retirement  plans  which may or may not  qualify  for  special
federal tax treatment  under the Internal  Revenue Code (see "Federal Income Tax
Status" on page 24).  Annuity  payments under the Contracts are deferred until a
later date.

     Purchase  payments  may be  allocated  to up to  seventeen  of the nineteen
available Sub-Accounts of each Separate Account and/or to the Fixed Account (see
"The Funds" on page 13). Purchase payments  allocated to the Sub-Accounts of the
Separate  Accounts  will be invested in shares at net asset value of one or more
of the Funds.  The Contract  Value and the amount of variable  annuity  payments
will vary,  primarily  based on the  investment  performance  of the Funds whose
shares are held in the Sub-Accounts selected.

     No deduction for a sales charge is made from the purchase  payments for the
Contracts.  However, a Surrender Charge (Contingent  Deferred Sales Charge) may,
with  certain  exceptions,  apply to whole or  partial  surrenders  of  purchase
payments that have been credited under the Contract for less than eight Contract
years,  on a pro-rata  basis,  unless  ReliaStar is otherwise  instructed by the
Contract  Owner.  The  Surrender  Charge will also apply at the time the annuity
payments begin, with certain exceptions (see "Contingent Deferred Sales Charge,"
page 16).

     In addition,  on each  Contract  Anniversary  (and on the  surrender of the
Contract for its full value if it is not surrendered on a Contract  Anniversary)
the Company will deduct from the Contract Value a Contract Maintenance Charge of
$30.  The  Contract   Maintenance   Charge  is  to  reimburse  the  Company  for
administrative  expenses  relating to the issue and maintenance of the Contracts
(see "Contract Maintenance Charge" on page 18).

     The Company also  deducts  mortality  and expense risk charges  equal to an
annual  rate of 1.25% of the  daily  asset  value  of the  Sub-Accounts  of each
Separate Account (see "Mortality Expense Risk Charges" on page 17).

     The initial  purchase  payment  must be $1000 ($100 for  automatic  payment
plans) or more for a Non-Qualified  Plan, and no subsequent  individual  payment
may be less than $100  unless  waived by  ReliaStar.  If the  Contract  is being
purchased  by or in  connection  with a  Qualified  Plan,  the  minimum  initial
purchase  payment is $250 ($50 for automatic  payment plans),  and no subsequent
individual payment may be less than $50 unless waived by ReliaStar.  The Company
may choose  not to accept  any  subsequent  purchase  payment if the  additional
purchase  payment,  when added to the Contract Value at the next Valuation Date,
would exceed $250,000.  No purchase payments will be accepted with respect to an
Annuitant  or  Contract  Owner who is older  than 80 years of age.  The  Company
reserves the right to accept smaller initial and subsequent purchase payments in
connection  with  special  circumstances,   including  sales  through  group  or
sponsored arrangements.

     If the Contract Value at the Annuity  Commencement Date is less than $2000,
the Contract Value may be distributed in a single sum payment in lieu of annuity
payments.  If the net  Contract  Value is not less than  $2000  but any  annuity
payment  would be less  than  $20,  the  Company  has the  right to  change  the
frequency  of payments to such  intervals as will result in payments of at least
$20 each (see  "Frequency  and  Amount of  Annuity  Payments"  on page 23).  The
minimum  frequency and amount of annuity  payments or the minimum Contract Value
required for annuity payments may vary by state.

     Premium taxes payable to any  governmental  entity will be charged  against
the Contracts (see "Premium Taxes" on page 18).

     The Contract Owner may request early withdrawal or surrender of all or part
of the Contract  Value  before the Annuity  Commencement  Date (see  "Systematic
Withdrawal  Program" and  "Surrender  and  Termination"  on page 21).  Under the
Internal  Revenue  Code,  penalty  taxes may apply to the  early  withdrawal  of
amounts  accumulated  under a Contract whether or not such Contract is part of a
Qualified Plan (see "Federal Income Tax Status" on page 24).

     The Contract Owner may return the Contract  within twenty days after it was
delivered to the  Contract  Owner,  and receive a refund of the  Contract  Value
unless otherwise required by law (see "Right to Examine Contract" on page 24).


                          SUMMARY OF CONTRACT EXPENSES

CONTRACT OWNER TRANSACTION EXPENSES

Sales load imposed on purchases (as a percentage of purchase payments)........0%

Contingent  Deferred Sales Charge (Surrender Charge) as a percentage of purchase
payments:

                  YEARS FROM RECEIPT OF           CONTINGENT DEFERRED SALES
                    PURCHASE PAYMENT(a)              CHARGE DEDUCTION
                  ------------------                 ----------------
                            0-1                                7%
                            1-2                                7%
                            2-3                                6%
                            3-4                                5%
                            4-5                                4%
                            5-6                                3%
                            6-7                                2%
                            7-8                                1%
                            8+                                 0%

(a)  The eight year  Surrender  Charge  period is measured from the date of each
     purchase  payment.  There is no Surrender Charge for purchase payments more
     than eight years old. Under certain circumstances,  partial Contract Values
     may be surrendered without charge.  However, such surrenders may be subject
     to Federal tax penalties (see "Surrenders Without Charge," page 17).

Charge for transfers among sub-accounts.......................................0%

ANNUAL CONTRACT MAINTENANCE CHARGE...........................................$30
    
SEPARATE ACCOUNT ANNUAL EXPENSES

     Mortality and Expense Risk Charge (as percentage of the average 
     Sub-Account value)....................................................1.25%

     Account Fees and Expenses................................................0%

     Total Separate Account Annual Expenses................................1.25%


FUND ANNUAL  CHARGES AND  EXPENSES  (AS  PERCENTAGE  OF EACH FUND'S  AVERAGE NET
ASSETS)  PAID BY EACH FUND IN ITS FISCAL YEAR ENDED  DECEMBER  31,  1996.  TOTAL
EXPENSES FOR THE FUNDS ARE RESTATED TO REFLECT CURRENT MANAGEMENT CHARGES.

<TABLE>
<CAPTION>

                                                MANAGEMENT                  OTHER                 TOTAL FUND
                                                    FEES                   EXPENSES            ANNUAL EXPENSES
                                                    ----                   --------            ---------------
<S>                                                 <C>                     <C>                      <C> 
OPPENHEIMER MONEY FUND                              .45%                    .04%                     .49%
OPPENHEIMER HIGH INCOME FUND                        .75%                    .06%                     .81%
OPPENHEIMER BOND FUND                               .74%                    .04%                     .78%
OPPENHEIMER STRATEGIC BOND FUND                     .75%                    .10%                     .85%
OPPENHEIMER CAPITAL APPRECIATION FUND                72%                    .03%                     .75%
OPPENHEIMER GROWTH FUND                             .75%                    .03%                     .78%
OPPENHEIMER MULTIPLE STRATEGIES FUND                .73%                    .04%                     .77%
OPPENHEIMER GLOBAL SECURITIES FUND                  .73%                    .08%                     .81%
ALLIANCE GROWTH AND INCOME PORTFOLIO                .62%                    .20%                     .82%
ALLIANCE SHORT-TERM MULTI-MARKET PORTFOLIO          .00%                    .95%                     .95%
FIDELITY CONTRAFUND PORTFOLIO                       .61%                    .13%                     .74%1
FIDELITY EQUITY INCOME PORTFOLIO                    .51%                    .07%                     .58%1
FIDELITY GROWTH PORTFOLIO                           .61%                    .08%                     .69%1
FIDELITY INVESTMENT GRADE BOND PORTFOLIO            .45%                    .13%                     .58%
FIDELITY ASSET MANAGER PORTFOLIO                    .64%                    .10%                     .74%1
FIDELITY INDEX 500 PORTFOLIO                        .13%                    .15%                     .28%2
NORTHSTAR GROWTH FUND                               .75%                    .05%                     .80%2
NORTHSTAR INCOME AND GROWTH FUND                    .75%                    .05%                     .80%2
NORTHSTAR HIGH YIELD BOND FUND                      .75%                    .05%                     .80%2
</TABLE>

   
EXAMPLES
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:
    

      SUB-ACCOUNT                             1 YEAR 3 YEARS 5 YEARS 10 YEARS
      -----------                             ------ ------- ------- --------
OPPENHEIMER MONEY FUND                          $89     118     140     217
OPPENHEIMER HIGH INCOME FUND                    $92     128     157     251
OPPENHEIMER BOND FUND                           $92     127     155     248
OPPENHEIMER STRATEGIC BOND FUND                 $92     129     159     255
OPPENHEIMER CAPITAL APPRECIATION                $91     126     154     244
OPPENHEIMER GROWTH FUND                         $92     127     155     248
OPPENHEIMER MULTIPLE STRATEGIES                 $92     127     155     247
OPPENHEIMER GLOBAL SECURITIES                   $92     128     157     251
ALLIANCE GROWTH AND INCOME PORTFOLIO            $92     128     157     252
ALLIANCE SHORT-TERM MULTI-MARKET                $94     132     164     265
FIDELITY CONTRAFUND PORTFOLIO                   $91     126     153     243
FIDELITY EQUITY INCOME PORTFOLIO                $90     121     145     226
FIDELITY GROWTH PORTFOLIO                       $91     124     151     238
FIDELITY INVESTMENT GRADE BOND PORTFOLIO        $90     121     145     226
FIDELITY ASSET MANAGER PORTFOLIO                $91     126     153     243
FIDELITY INDEX 500 PORTFOLIO                    $87     112     129     194
NORTHSTAR GROWTH FUND                           $92     128     156     250
NORTHSTAR INCOME AND GROWTH FUND                $92     128     156     250
NORTHSTAR HIGH YIELD BOND FUND                  $92     128     156     250





   
If you  annuitize 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:
    

     SUB-ACCOUNT                             1 YEAR  3 YEARS 5 YEARS 10 YEARS
     -----------                             ------  ------- ------- --------
OPPENHEIMER MONEY FUND                         $89     118     100     217
OPPENHEIMER HIGH INCOME FUND                   $92     128     117     251
OPPENHEIMER BOND FUND                          $92     127     115     248
OPPENHEIMER STRATEGIC BOND FUND                $92     129     119     255
OPPENHEIMER CAPITAL APPRECIATION               $91     126     114     244
OPPENHEIMER GROWTH FUND                        $92     127     115     248
OPPENHEIMER MULTIPLE STRATEGIES                $92     127     115     247
OPPENHEIMER GLOBAL SECURITIES                  $92     128     117     251
ALLIANCE GROWTH AND INCOME PORTFOLIO           $92     128     117     252
ALLIANCE SHORT-TERM MULTI-MARKET               $94     132     124     265
FIDELITY CONTRAFUND PORTFOLIO                  $91     126     113     243
FIDELITY EQUITY INCOME PORTFOLIO               $90     121     105     226
FIDELITY GROWTH PORTFOLIO                      $91     124     111     238
FIDELITY INVESTMENT GRADE BOND PORTFOLIO       $90     121     105     226
FIDELITY ASSET MANAGER PORTFOLIO               $91     126     113     243
FIDELITY INDEX 500 PORTFOLIO                   $87     112      89     194
NORTHSTAR GROWTH FUND                          $92     128     116     250
NORTHSTAR INCOME AND GROWTH FUND               $92     128     116     250
NORTHSTAR HIGH YIELD BOND FUND                 $92     128     116     250

   
If you do not surrender your contract, you would pay the following expenses on a
1,000 investment, assuming 5% annual return on assets:
    

     SUB-ACCOUNT                             1 YEAR  3 YEARS 5 YEARS 10 YEARS
     -----------                             ------- ------- ------- --------
OPPENHEIMER MONEY FUND                         $19      58     100     217
OPPENHEIMER HIGH INCOME FUND                   $22      68     117     251
OPPENHEIMER BOND FUND                          $22      67     115     248
OPPENHEIMER STRATEGIC BOND FUND                $22      69     119     255
OPPENHEIMER CAPITAL APPRECIATION               $21      66     114     244
OPPENHEIMER GROWTH FUND                        $22      67     115     248
OPPENHEIMER MULTIPLE STRATEGIES                $22      67     115     248
OPPENHEIMER GLOBAL SECURITIES                  $22      68     117     251
ALLIANCE GROWTH AND INCOME PORTFOLIO           $22      68     117     252
ALLIANCE SHORT-TERM MULTI-MARKET               $24      72     124     265
FIDELITY CONTRAFUND PORTFOLIO                  $21      66     113     243
FIDELITY EQUITY INCOME PORTFOLIO               $20      61     105     226
FIDELITY GROWTH PORTFOLIO                      $21      64     111     238
FIDELITY INVESTMENT GRADE BOND PORTFOLIO       $20      61     105     226
FIDELITY ASSET MANAGER PORTFOLIO               $21      66     113     243
FIDELITY INDEX 500 PORTFOLIO                   $17      52      89     194
NORTHSTAR GROWTH FUND                          $22      68     116     250
NORTHSTAR INCOME AND GROWTH FUND               $22      68     116     250
NORTHSTAR HIGH YIELD BOND FUND                 $22      68     116     250

   
The purpose of the above table is to assist the Contract Owner in  understanding
the  various  costs and  expenses  that a Contract  Owner will bear  directly or
indirectly.  The fee  table  does not  reflect  any fees  which may be waived by
ReliaStar.  In calculating  the expenses in the above  examples,  the $30 annual
Contract  Maintenance Charge has been converted to a .09% annual asset charge by
dividing the total  Contract  fees  collected  in 1996 by the total  average net
assets of all of the Sub-Accounts.  The actual amount of the annual Contract fee
attributable to a $1,000  investment  depends on the value of the Contract.  The
table  reflects  expenses  of each  Separate  Account  as well as the Fund  (see
"Charges and Other  Deductions" on page 16 of this Prospectus and "Management of
the Fund" in each Fund's Prospectus).

Any premium taxes or other taxes levied by any governmental  entity with respect
to the  Contract  will  be  charged  against  the  Contract  Values  based  on a
percentage of premiums paid.  Premium taxes currently  imposed by certain states
on the Contracts  range from 0% to 3.5% of premiums paid (see "Charges and Other
Deductions-Premium Taxes," page 16).
    

"Other  Expenses"  are  based  upon the  expenses  outlined  under  the  section
describing  the  management  of the Fund in each Fund's  Prospectus.  Total Fund
expenses are assessed at the underlying mutual fund level.

   
After a Purchase  Payment  has been in the  Contract  for 12 months,  a Contract
Owner  may  surrender  up to 10% of that  Purchase  Payment  per year  without a
Surrender Charge (see "Surrenders Without Charge, " page 17).

(1)  A portion of the brokerage  commissions  that certain Funds pay was used to
     reduce these Funds expenses.  In addition,  certain Funds have entered into
     arrangements  with their  custodian  and transfer  agent  whereby  interest
     earned  on  uninvested  cash  balances  was used to  reduce  custodian  and
     transfer agent expenses.  Including these  reductions,  the total operating
     expenses  presented  in the table  would have been .56% for  Equity  Income
     Portfolio,  .67% for Growth Portfolio, .73% for Asset Manager Portfolio and
     .71% for Contrafund Portfolio.

(2)  The expenses listed in the table for the Index 500 Portfolio, the Northstar
     Growth  Fund,  the Income and Growth  Fund and the High Yield Bond Fund are
     net of  voluntary  expense  reimbursements,  which are not  required  to be
     continued  indefinitely.  The total annual expenses of these Funds,  before
     expense  reimbursements,  would be: Index 500  Portfolio - .43%;  Northstar
     Growth - 1.70%, Income and Growth - 1.40%; and High Yield Bond - 1.73%.
    

THE  EXAMPLES  SHOULD  NOT BE  CONSIDERED  A  REPRESENTATION  OF PAST OR  FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<TABLE>
<CAPTION>

                                                 CONDENSED FINANCIAL INFORMATION
                                                            (Unaudited)


                                                                                                              TOTAL NO. OF
                                                            ACCUMULATION              ACCUMULATION            ACCUMULATION
NON-QUALIFIED CONTRACTS                                      UNIT VALUE                UNIT VALUE           UNITS OUTSTANDING
Account*      Fund                                        BEGINNING OF YEAR            END OF YEAR           AT END OF YEAR
                                                          -----------------            -----------           --------------
<S>           <C>                                              <C>                          <C>                <C>  
120           Northstar Income and Growth Fund
              1995....................................         1.000                       1.101                    8,323
              1996....................................         1.101                       1.238                  232,833
127           Northstar High Yield Bond Fund
              1995....................................         1.000                       1.043                   24,025
              1996....................................         1.043                       1.199                  957,784
179           Northstar Growth Fund
              1996....................................         1.000                       1.022                  114,625
144           Oppenheimer Money Fund
              1987....................................         1.000                       1.034                   93,218
              1988....................................         1.034                       1.095                1,795,770
              1989....................................         1.095                       1.180                3,264,826
              1990....................................         1.180                       1.261                4,137,387
              1991....................................         1.261                       1.324                3,530,844
              1992....................................         1.324                       1.359                2,492,443
              1993....................................         1.359                       1.385                3,998,003
              1994....................................         1.385                       1.425                5,237,387
              1995....................................         1.425                       1.487                2,990,567
              1996....................................         1.487                       1.544                2,588,520
145           Oppenheimer Capital Appreciation Fund
              1987....................................         1.000                       0.887                  153,418
              1988....................................         0.887                       0.971                1,264,130
              1989....................................         0.971                       1.224                2,899,407
              1990....................................         1.224                       1.014                5,576,327
              1991....................................         1.014                       1.534                7,348,757
              1992....................................         1.534                       1.731                9,997,201
              1993....................................         1.731                       2.172                9,363,538
              1994....................................         2.172                       1.982                9,400,350
              1995....................................         1.982                       2.594                8,405,056
              1996....................................         2.594                       3.080                7,619,988
146           Oppenheimer High Income Fund
              1987....................................         1.000                       0.984                   24,586
              1988....................................         0.984                       1.115                2,063,277
              1989....................................         1.115                       1.155                3,053,727
              1990....................................         1.155                       1.194                3,507,426
              1991....................................         1.194                       1.577                5,011,404
              1992....................................         1.577                       1.835                6,112,912
              1993....................................         1.835                       2.287                6,654,354
              1994....................................         2.287                       2.186                7,194,241
              1995....................................         2.186                       2.599                5,723,847
              1996....................................         2.599                       2.958                4,479,354
147           Oppenheimer Multiple Strategies Fund
              1987....................................         1.000                       0.988                  153,630
              1988....................................         0.987                       1.174                7,038,185
              1989....................................         1.174                       1.338               14,688,009
              1990....................................         1.338                       1.296               14,398,614
              1991....................................         1.296                       1.504               11,822,309
              1992....................................         1.504                       1.619               11,763,608
              1993....................................         1.619                       1.854               11,614,088
              1994....................................         1.854                       1.795               11,599,194
              1995....................................         1.795                       2.152              10,024,733
              1996....................................         2.152                       2.455               8,986,735
148           Oppenheimer Global Securities Fund
              1990....................................         1.000                       1.002                  481,915
              1991....................................         1.002                       1.027                2,717,933
              1992....................................         1.027                       0.943                4,148,982
              1993....................................         0.943                       1.579                7,844,806
              1994....................................         1.579                       1.471               10,142,719
              1995....................................         1.471                       1.485                7,577,037
              1996....................................         1.485                       1.724                8,962,885
149           Alliance Short-Term Multi Market Portfolio
              1990....................................         1.000                       1.002                   62,463
              1991....................................         1.002                       1.060                2,860,674
              1992....................................         1.060                       1.057                2,130,062
              1993....................................         1.057                       1.113                1,651,993
              1994....................................         1.113                       1.028                1,248,891
              1995....................................         1.028                       1.084                  610,597
              1996....................................         1.084                       1.173                  554,457
143           Alliance Growth and Income Portfolio
              1991....................................         1.000                       1.017                  491,097
              1992....................................         1.017                       1.080                1,127,369
              1993....................................         1.080                       1.190                1,397,688
              1994....................................         1.190                       1.170                1,604,451
              1995....................................         1.170                       1.569                1,716,168
              1996....................................         1.569                       1.922                1,790,697
150           Oppenheimer Strategic Bond Fund
              1995....................................         1.000                       1.121                2,896,090
              1996....................................         1.121                       1.240                  412,169
151           Oppenheimer Bond Fund
              1995....................................         1.000                       1.046                   62,265
              1996....................................         1.046                       1.082                  138,625
152           Oppenheimer Growth Fund
              1995....................................         1.000                       1.247                1,176,022
              1996....................................         1.247                       1.542                1,618,311
171           Fidelity Growth Portfolio
              1995....................................         1.000                       1.155                1,600,070
              1996....................................         1.155                       1.308                1,793,710
172           Fidelity Equity-Income Portfolio
              1995....................................         1.000                       1.166                1,330,026
              1996....................................         1.166                       1.316                2,203,171
174           Fidelity Investment Grade Bond Portfolio
              1995....................................         1.000                       1.056                   57,961
              1996....................................         1.056                       1.076                  155,516
175           Fidelity Asset Manager Portfolio
              1995....................................         1.000                       1.104                  169,342
              1996....................................         1.104                       1.250                  535,521
176           Fidelity Index 500 Portfolio
              1995....................................         1.000                       1.171                  400,667
              1996....................................         1.171                       1.421                1,428,619
178           Fidelity Contrafund Portfolio
              1996....................................         1.000                       1.057                    4,993


                                                            ACCUMULATION              ACCUMULATION            ACCUMULATION
QUALIFIED CONTRACTS                                          UNIT VALUE                UNIT VALUE           UNITS OUTSTANDING
Account*      Fund                                        BEGINNING OF YEAR            END OF YEAR           AT END OF YEAR
                                                          -----------------            -----------           --------------
020           Northstar Income and Growth Fund
              1995....................................         1.000                       1.046                   42,676
              1996....................................         1.046                       1.175                  141,640
027           Northstar High Yield Bond Fund
              1995....................................         1.000                       1.046                   33,482
              1996....................................         1.046                       1.202                  247,943
079           Northstar Growth Fund
              1996....................................         1.000                       1.013                      125
044           Oppenheimer Money Fund
              1987....................................         1.000                       1.029                  123,844
              1988....................................         1.029                       1.089                1,145,741
              1989....................................         1.089                       1.173                2,501,593
              1990....................................         1.173                       1.250                4,718,105
              1991....................................         1.250                       1.313                2,539,827
              1992....................................         1.313                       1.348                2,258,558
              1993....................................         1.348                       1.373                2,679,574
              1994....................................         1.373                       1.413                2,674,867
              1995....................................         1.413                       1.475                1,465,844
              1996....................................         1.475                       1.532                1,520,253
045           Oppenheimer Capital Appreciation Fund
              1987....................................         1.000                       0.934                  213,796
              1988....................................         0.934                       1.041                1,106,060
              1989....................................         1.041                       1.308                2,700,696
              1990....................................         1.308                       1.079                4,309,195
              1991....................................         1.079                       1.637                5,852,713
              1992....................................         1.637                       1.861                7,560,094
              1993....................................         1.861                       2.340                8,411,689
              1994....................................         2.340                       2.137               10,064,616
              1995....................................         2.137                       2.797                8,267,977
              1996....................................         2.797                       3.321                7,879,088
046           Oppenheimer High Income Fund
              1987....................................         1.000                       1.003                   55,650
              1988....................................         1.003                       1.137                1,301,095
              1989....................................         1.137                       1.175                2,275,672
              1990....................................         1.175                       1.216                2,217,520
              1991....................................         1.216                       1.607                2,779,650
              1992....................................         1.607                       1.871                3,479,721
              1993....................................         1.871                       2.331                4,822,116
              1994....................................         2.331                       2.227                5,476,625
              1995....................................         2.227                       2.648                4,795,757
              1996....................................         2.648                       3.014                3,921,301
047           Oppenheimer Multiple Strategies Fund
              1987....................................         1.000                       0.951                  416,460
              1988....................................         0.951                       1.147                4,438,167
              1989....................................         1.147                       1.305               15,240,153
              1990....................................         1.305                       1.264               16,667,402
              1991....................................         1.264                       1.467               14,730,777
              1992....................................         1.467                       1.579               14,941,044
              1993....................................         1.579                       1.808               15,125,832
              1994....................................         1.808                       1.751               14,826,723
              1995....................................         1.751                       2.099               14,624,978
              1996....................................         2.099                       2.394               12,763,831
048           Oppenheimer Global Securities Fund
              1990....................................         1.000                       1.003                  195,425
              1991....................................         1.003                       1.028                2,387,359
              1992....................................         1.028                       0.944                3,490,049
              1993....................................         0.944                       1.585                6,051,326
              1994....................................         1.585                       1.473                8,949,808
              1995....................................         1.473                       1.487                6,477,693
              1996....................................         1.487                       1.726                6,251,704
049           Alliance Short-Term Multi Market Portfolio
              1990....................................         1.000                       1.002                  240,022
              1991....................................         1.002                       1.057                2,013,739
              1992....................................         1.057                       1.053                2,217,277
              1993....................................         1.053                       1.110                  902,191
              1994....................................         1.110                       1.025                  515,746
              1995....................................         1.025                       1.081                  221,712
              1996....................................         1.081                       1.170                  198,444
043           Alliance Growth and Income Portfolio
              1990....................................         1.000                       1.000
              1991....................................         1.000                       1.022                  928,702
              1992....................................         1.022                       1.090                1,246,481
              1993....................................         1.090                       1.203                1,376,518
              1994....................................         1.203                       1.185                1,711,077
              1995....................................         1.185                       1.588                1,791,669
              1996....................................         1.588                       1.947                1,753,403
050           Oppenheimer Strategic Bond Fund
              1995....................................         1.000                       1.130                1,201,509
              1996....................................         1.130                       1.251                  288,665
051           Oppenheimer Bond Fund
              1995....................................         1.000                       1.110                   67,637
              1996....................................         1.110                       1.149                  115,398
052           Oppenheimer Growth Fund
              1995....................................         1.000                       1.267                  382,509
              1996....................................         1.267                       1.567                  703,092
071           Fidelity Growth Portfolio
              1995....................................         1.000                       1.182                  906,399
              1996....................................         1.182                       1.339                1,617,163
072           Fidelity Equity- Income Portfolio
              1995....................................         1.000                       1.159                  635,475
              1996....................................         1.159                       1.309                1,512,879
074           Fidelity Investment Grade Bond Portfolio
              1995....................................         1.000                       1.043                    5,779
              1996....................................         1.043                       1.063                   61,107
075           Fidelity Asset Manager Portfolio
              1995....................................         1.000                       1.099                  168,143
              1996....................................         1.099                       1.244                  314,032
076           Fidelity Index 500 Portfolio
              1995....................................         1.000                       1.173               301,011.00
              1996....................................         1.173                       1.423                  823,891
078           Fidelity Contrafund Portfolio
              1996....................................         1.000                       1.024                  196,230

</TABLE>

* The  inception  date for the Funds'  inclusion  as  investment  options in the
Contracts is as follows:  144: June 2, 1987; 145: July 30, 1987; 146: August 28,
1987;  147: June 2, 1987;  148:  November 9, 1990; 150: April 3, 1995; 151: June
22, 1995;  152: March 24, 1995; 143:  January 31, 1991; 149:  November 23, 1990;
171: May 25, 1995;  172: May 25, 1995;  174:  June 19, 1995;  175: June 8, 1995;
176: May 23, 1995; 178:  November 1, 1996; 120: May 31, 1995; 127:  September 8,
1995;  179:  November 1, 1996;  044: June 2, 1987; 045: June 16, 1987; 046: June
16, 1987; 047: May 27, 1987;  048:  November 12, 1990; 050: March 20, 1995; 051:
March 14, 1995; 052: March 14, 1995; 043:  December 27, 1990; 049:  November 26,
1990; 071: May 31, 1995;  072: May 16, 1995; 074:  September 16, 1995; 075: June
1, 1995;  076: May 16, 1995;  078:  November 12, 1996;  020: July 17, 1995; 027:
August 14, 1995; 079: December 10, 1996.

   
                                   THE COMPANY

     ReliaStar  Bankers  Security Life  Insurance  Company  ("ReliaStar"  or the
"Company") is a stock life insurance company  incorporated under the laws of the
State of New York in 1917 under the name The Morris Plan Insurance  Society.  It
adopted the name Bankers  Security Life Insurance  Society in 1946 and ReliaStar
Bankers  Security Life  Insurance  Company in 1996. It is authorized to transact
business in all states, the District of Columbia and the Dominican Republic. The
Company is a  wholly-owned  subsidiary of ReliaStar  Financial  Corp., a holding
company whose  subsidiaries  specialize in life insurance and related  financial
services businesses.

     ReliaStar's  principal  office is located at 1000 Woodbury Road, Suite 102,
P.O.  Box 9004,  Woodbury,  New York 11797.  ReliaStar  writes all forms of life
insurance.
    

                              THE SEPARATE ACCOUNTS

   
     Separate Accounts P and Q were established in December, 1981 and September,
1982,  respectively,  under the  provisions of the New York  Insurance  Law. The
Separate Accounts, along with Separate Account M, are registered collectively as
a unit  investment  trust  under the  Investment  Company Act of 1940 (the "1940
Act"), but such  registration does not involve any supervision of the management
or investment practices or policies of the Separate Accounts.

     The assets of Separate Accounts P and Q are held separately from the assets
of ReliaStar.  Under New York Insurance Law, all income,  gains or losses of the
Sub-Accounts of the Separate Accounts, whether realized or not, must be credited
to or charged against the amounts placed in those Sub-Accounts without regard to
the other  income,  gains and losses of  ReliaStar.  The assets of the  Separate
Accounts  attributable  to the  Contracts  may not be charged  with  liabilities
arising out of other business that ReliaStar  conducts.  They may,  however,  be
subject to liabilities  arising from Sub-Accounts  whose assets are attributable
to  other  variable  annuity  contracts  offered  the  Separate  Accounts.   All
obligations under the Contracts are general corporate obligations of ReliaStar.

     Purchase  payments  allocated to the Separate Accounts under a Contract are
invested  in up to  seventeen  of the  nineteen  available  Sub-Accounts  of the
Separate Accounts as selected by the Contract Owner. The future Separate Account
Contract  Value depends  primarily on the  investment  performance  of the Funds
whose shares are held in the Sub-Accounts selected.

     The Company may receive  compensation  from an affiliate or  affiliates  of
certain of the Funds based upon an annual  percentage  of the average net assets
held in that Fund by the Company.  These amounts are intended to compensate  the
Company for  administrative and or other services provided by the Company to the
Funds  and/or the  affiliate(s).  Payments of such  amounts by an  affiliate  or
affiliates  of the  Funds do not  increase  the fees  paid by the Funds or their
shareholders.

     Shares of the Funds are also available to other variable  contracts  funded
by the Separate  Accounts  and to separate  accounts for other types of variable
contracts.  Any and all  distributions  received from the chosen Fund(s) will be
reinvested  to  purchase  additional  Fund  shares  at net  asset  value for the
Sub-Account.
    

                                    THE FUNDS

   
     There are  currently  nineteen  Sub-Accounts  whose Funds are available for
investment  under the  Separate  Accounts.  We  reserve  the right to  establish
additional  Sub-Accounts of the Separate Accounts, each of which could invest in
a new Fund  with a  specified  investment  objective.  You are  only  permitted,
however,  to  participate  in a total of seventeen  investment  options over the
lifetime of your Contract.  You would not have to choose your investment options
in advance,  but upon  participation  in the seventeenth Fund since the issue of
the  Policy,  you would  only be able to  transfer  within the  seventeen  Funds
already utilized and which are still available.

     For example,  assume that you select seven investment  options.  Later, you
transfer  out of all your seven  initial  selections  and  choose ten  different
Sub-Accounts,  none of which are the same as your original seven selections. You
have now used your maximum  selection of seventeen  Sub-Accounts.  You may still
allocate  purchase  payments  or  transfer  Contract  Values  among  any  of the
seventeen  Sub-Accounts  you  have  previously  selected.  However,  you may not
allocate  funds to the  remaining  two  Sub-Accounts  at any time.  An Owner may
transfer  partial or  complete  Contract  Values to the Fixed  Account  from the
Variable Account at any time.

     Each of the Funds has separate  assets and  liabilities  and a separate net
asset value per share,  and the value of an Accumulation  Unit for a Sub-Account
depends  upon the value of the  shares  of the Fund in which  the  Sub-Account's
assets are  invested.  Since  market  risks are  inherent in all  securities  to
varying degrees,  assurance cannot be given that the investment objective of any
of the Funds will be met. The board of directors  (trustees)  for certain of the
Funds monitors  events for any  irreconcilable  conflicts  because both variable
life and variable annuity contracts invest in certain of the Funds.

     No offer  will be made of a  Contract  funded by any of the Funds  unless a
current  prospectus of the  Oppenheimer  Variable  Account  Funds,  the Alliance
Variable Products Series Fund, Inc., the Fidelity Investments Variable Insurance
Products Fund and Variable Insurance Products Fund II, or the Northstar Variable
Trust has been  delivered.  An investor's  order to purchase a Contract  under a
Separate  Account will be accepted only if the investor has received the current
prospectuses.

     For more complete  information about each Fund,  including management fees,
other expenses,  and risks associated with mixed and/or shared funding,  consult
the prospectus for each Fund. Read each prospectus  carefully before  investing.
Additional copies of these  prospectuses may be obtained by writing to ReliaStar
at 4601 Fairfax Drive, Arlington, Virginia 22203. Send no money.

OPENHEIMER VARIABLE ACCOUNT FUNDS
     Oppenheimer Variable Account Funds is an open-end,  diversified  investment
company  organized as a  Massachusetts  business  trust in 1984 that consists of
eight separate Funds that are available under the Contracts.  Oppenheimer Funds,
Inc. serves as the investment manager of Oppenheimer Variable Account Funds.

     (1) MONEY FUND.  The  investment  objective of the Money Fund is to provide
maximum current income from investment in "money market"  securities  consistent
with low capital risk and  maintenance of liquidity.  The Money Fund will invest
only in short-term  (maturing in one year or less) debt  obligations  payable in
U.S.  dollars issued or guaranteed by the Federal  government or its agencies or
instrumentalities,   or  certain  banks,  savings  and  loan  associations,  and
corporations.

     (2) HIGH INCOME FUND. The objective of the High Income Fund is to realize a
high level of current  income.  The High Income Fund will invest  primarily in a
diversified portfolio of high-yield, fixed-income securities (long-term debt and
preferred  stock  issues,  including  convertible  securities)  believed  by the
manager not to involve undue risk.

     (3) BOND FUND.  The  investment  objective  is also to earn a high level of
current income by investing  primarily in a diversified  portfolio of high yield
fixed-income  securities.  As a secondary objective, the Bond Fund seeks capital
growth when consistent with its primary objective.

     (4) STRATEGIC  BOND FUND.  The  investment  objective of the Strategic Bond
Fund is to seek a high level of current income principally derived from interest
on debt securities and to enhance such income by writing covered call options on
debt securities.

     (5)  CAPITAL  APPRECIATION  FUND.  In  seeking  its  objective  of  capital
appreciation,  with income as a secondary  objective,  the Capital  Appreciation
Fund will emphasize investments in securities of "growth-type" companies.

     (6) GROWTH  FUND.  In seeking its  objective of capital  appreciation,  the
Growth  Fund  will  emphasize   investments  in  securities  of  well-known  and
established  companies.  Current  income  is a  secondary  consideration  in the
selection of the Growth Fund's portfolio securities.

     (7) MULTIPLE STRATEGIES FUND. The objective of the Multiple Strategies Fund
is to seek a high total investment return, which includes current income as well
as capital appreciation in the value of its shares.

     (8) GLOBAL  SECURITIES FUND. The objective of the Global Securities Fund is
to seek long-term capital appreciation. Current income is not an objective.

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
     Alliance  Variable  Products  Series  Fund,  Inc.  is  an  open-end  series
investment company designed to fund variable annuity contracts and variable life
insurance policies offered by the separate accounts of life insurance companies.
The Contracts use two of Alliance's fifteen separate portfolios - the Growth and
Income  Portfolio and the Short-Term  Multi-Market  Portfolio.  Alliance Capital
Management L.P. serves as the investment  adviser to Alliance  Variable Products
Series Fund, Inc.

     (1)  GROWTH  AND  INCOME  PORTFOLIO.  The  Growth  and  Income  Portfolio's
objective  is  reasonable   current  income  and  reasonable   opportunity   for
appreciation through investments  primarily in dividend-paying  common stocks of
good quality.

     (2)  SHORT-TERM   MULTI-MARKET   PORTFOLIO.   The  Short-Term  Multi-Market
Portfolio  seeks the highest level of current  income,  consistent with what the
Adviser  considers  to be prudent  investment  risk,  that is  available  from a
portfolio of high-quality  debt securities  having  remaining  maturities of not
more than three years.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND AND FUND II
     Fidelity  Variable  Insurance  Products  Fund is an  open-end,  diversified
management  investment  company  organized as a Massachusetts  business trust on
November 13, 1981.  Fidelity Variable Insurance Products Fund II is an open-end,
diversified, management investment company organized as a Massachusetts business
trust on March  21,  1988.  The  Contracts  use two of the Funds  from  Variable
Insurance  Products Fund: the Equity Income Portfolio and the Growth  Portfolio.
The  Contracts use four of the Funds from the Variable  Insurance  Products Fund
II: the Contrafund  Portfolio,  the Investment  Grade Bond Portfolio,  the Asset
Manager  Portfolio and the Index 500 Portfolio.  Fidelity  Management & Research
Company serves as investment adviser to these Funds.

     (1)  CONTRAFUND   PORTFOLIO.   The  Contrafund   Portfolio   seeks  capital
appreciation by investing in equity securities of companies that are believed by
the investment adviser to be undervalued due to an overly pessimistic  appraisal
by the public.

     (2) EQUITY INCOME PORTFOLIO.  The investment objective of the Equity Income
Portfolio   is  to  seek   reasonable   income   by   investing   primarily   in
income-producing equity securities.

     (3) GROWTH PORTFOLIO.  The investment  objective of the Growth Portfolio is
to seek to achieve capital appreciation.

     (4)  INVESTMENT  GRADE BOND  PORTFOLIO.  The  investment  objective  of the
Investment  Grade Bond Portfolio is to seek as high a level of current income as
is consistent with the preservation of capital.

     (5) ASSET MANAGER PORTFOLIO.  The investment objective of the Asset Manager
Portfolio  is to seek to obtain  high total  return with  reduced  risk over the
long-term by allocating its assets among domestic and foreign stocks,  bonds and
short-term fixed-income instruments.

     (6)  INDEX  500  PORTFOLIO.  The  investment  objective  of the  Index  500
Portfolio  is to seek  investment  results that  correspond  to the total return
(i.e.,  the combination of capital changes and income) of common stocks publicly
traded in the United States,  as represented by the Standard & Poor's  Composite
Stock Price Index (the S&P 500 or Index),  while keeping  transaction  costs and
other expenses low.

NORTHSTAR VARIABLE TRUST
     Northstar Variable Trust is a Massachusetts business trust, organized as an
open-end  diversified  series  management  investment  company.   Currently  the
Northstar Variable Trust offers four series comprising four separate  investment
portfolios. The Contracts use three of the four separate portfolios - the Growth
Fund,  the  Income and  Growth  Fund and the High  Yield  Bond  Fund.  Northstar
Investment  Management  Corporation ("NIMC") serves as investment adviser to the
Trust. Navellier Fund Management,  Inc. serves as sub-adviser to the Growth Fund
and is  responsible  for the  day-to-day  investment  management  of this  Fund.
Wilson/Bennett Capital Management, Inc. ("Wilson/Bennett") is the sub-adviser to
the common stock  portfolio of the Northstar  Income and Growth Fund.  NIMC will
designate the percentage of Fund assets to be managed by Wilson/Bennett and will
continue  to select and  communicate  purchase  and sale  orders to brokers  and
dealers  who execute  orders for the Fund.  Each  sub-adviser  is subject to the
supervision of NIMC and the Trustees of each Fund. All fees and expenses of each
subadvisory agreement are borne by NIMC.

     (1) NORTHSTAR GROWTH FUND. The investment objective of the Northstar Growth
Fund is to seek long-term capital growth primarily through investments in equity
securities  diversified  over  industries  and  companies  which are believed to
provide above-average potential for capital appreciation.

     (2) INCOME AND GROWTH  FUND.  The  investment  objective  of the Income and
Growth Fund is to seek current  income  balanced with the objective of achieving
capital appreciation.

     (3) HIGH YIELD BOND FUND. The  investment  objective of the High Yield Bond
Fund is to seek high income.
    

                              PURCHASE OF CONTRACTS

PURCHASE PAYMENTS
     This Prospectus offers individual flexible purchase payment Contracts which
provide for an initial purchase payment and for subsequent purchase payments, if
desired.  However,  the Contract Owner assumes no obligation to make  additional
payments.

   
     Investors in each Separate Account purchase  Accumulation Units only of the
Sub-Account  which  they have  chosen  and not  shares of the Fund in which that
Sub-Account invests.

     ReliaStar  uses a "two  day/five  day"  procedure  for the  pricing  of the
initial purchase payments.  The purchase payment, less any deduction for premium
taxes if applicable,  is applied to purchase  Accumulation  Units not later than
two  business  days after  receipt of the  purchase  order by  ReliaStar  if the
application and all  information  necessary for processing the purchase order is
complete.  The purchase  payment may be retained for the benefit of ReliaStar up
to five business days to complete an incomplete application.  If the information
necessary  to process an  application  within the five  business  days cannot be
obtained,  ReliaStar  will inform the  applicant of the reason for the delay and
immediately  return the payment  unless the applicant  requests  that  ReliaStar
retain the money and application until it is made complete. When it is complete,
applicant's  funds will be invested  within two business  days.  An  applicant's
failure to provide  instructions for allocation of purchase payments will not be
considered an incomplete  application (see "Allocation of Net Purchase Payments"
on page 16).

     The minimum initial purchase  payment must accompany the  application.  The
initial minimum  required for Separate  Accounts P  (Non-Qualified  Plans) and Q
(Qualified Plans) is $1,000 and $250,  respectively  (except $100 initially will
be  accepted  for  Separate  Account  P and $50 for  Separate  Account Q for all
automatic  payment  plans,  such as payroll  deduction and automatic  bank check
plans).  Subsequent  purchase  payments for Separate Accounts P and Q must be at
least  $100 and  $50,  respectively,  but  this  requirement  may be  waived  by
ReliaStar. The purchaser is cautioned that investment return on smaller purchase
payments  may be less  because of certain  charges  assessed by  ReliaStar  (see
"Charges  and Other  Deductions,"  page 16). A payment  may not exceed  $250,000
without the Company's consent.

ALLOCATION OF NET PURCHASE PAYMENTS
     Purchase payments,  after deductions for any applicable premium taxes, will
be allocated among the  Sub-Accounts  for the designated  Separate  Account,  in
accordance with the allocation percentage specified by the Contract Owner. If no
allocation is indicated, the total initial purchase payment will be allocated to
the  Oppenheimer  Money Fund and  notification  will be given to the Owner.  The
percentage allocation of future purchase payments may be changed by the Owner at
any time prior to the Annuity  Commencement  Date by providing written notice to
ReliaStar at its principal office or other designated office.  (For a discussion
of transfer rights between Funds,  see "Transfers  Between  Sub-Accounts,"  page
20.) Purchase payments, after any applicable premium tax deductions, may also be
allocated to the Fixed Account (see "Fixed Account" at page 32).

IMMEDIATE VARIABLE ANNUITIES
     Initial payments  allocated to the Separate Accounts for immediate variable
annuities will be credited,  after  deductions for any applicable  premium taxes
(See  "Charges  and  Other  Deductions,"  page  16),  to  the  Contract  Owner's
Individual Account and will be converted to Annuity Units (see "Annuity Period,"
page 21).
    

                          CHARGES AND OTHER DEDUCTIONS

     A. CONTINGENT DEFERRED SALES CHARGE (SURRENDER CHARGE)
     No  deduction  for a sales  charge is made from the  purchase  payments for
these Contracts.  However, a Contingent  Deferred Sales Charge, when applicable,
will be used to help  defray  expenses  relating  to the sale of the  Contracts,
which include  commissions paid to sales  personnel,  the cost of preparation of
sales literature and other promotional activity. Commissions paid on the sale of
these Contracts do not exceed 6% of the purchase payments. This does not include
any payments the Company may make to wholesalers.

   
     During the Accumulation  Period,  prior to receiving an annuity, a Contract
Owner may make as many purchase  payments as desired.  Each purchase  payment is
treated  separately to determine if a Surrender  Charge is due upon a partial or
complete withdrawal.  Any Surrender Charge imposed upon a withdrawal of purchase
payments is on a "first in - first out" basis. The charge, if applicable,  is as
follows:
    

     1. Any purchase  payment  left in this  Contract for 96 months or longer is
not subject to a Surrender Charge.

   
     2.  During the first 96 months  after a purchase  payment is made under the
Contract,  a partial or complete  surrender  of that  Payment  will be charged a
Surrender  Charge,  the amount  depending  upon the length of time the  purchase
payment was in the Contract.  The Surrender  Charge  imposed in connection  with
partial  surrenders  will be deducted  from the Separate  Accounts on a pro-rata
basis unless ReliaStar is instructed otherwise by the Contract Owner.

                                             PERCENTAGE OF PURCHASE PAYMENTS
             YEAR FROM RECEIPT OF              WITHDRAWN IN EXCESS OF THE
              PURCHASE PAYMENT                     "NO CHARGE AMOUNT"
              ----------------                 ----------------------
                    0-1                                  7%
                    1-2                                  7
                    2-3                                  6
                    3-4                                  5
                    4-5                                  4
                    5-6                                  3
                    6-7                                  2
                    7-8                                  1
                    8+                                   0
    

     3. If a "first-in"  purchase payment is fully withdrawn,  these rules apply
to  the  "next-in"  purchase  payment  made  under  the  Contract  and  continue
thereafter  in this  manner.  The  Surrender  Charge  only  applies to  purchase
payments made under the Contracts. If the total of the Contract Owner's purchase
payments  have  been  withdrawn,  which  may or may not  have  been  subject  to
Surrender Charges, the Contract may have value from accumulated earnings.  There
is no Surrender Charge on these earnings.

   
     4. The Surrender Charge at the percentage  listed above also applies at the
time annuity  payments  begin unless (a) the first annuity  payment begins after
the fourth  Contract year; (b) the first annuity payment begins after the second
Contract  year and the  Annuitant  has  attained  age 59 1/2 at such  time;  (c)
annuity  payments  are  being  made as part of the  death  proceeds  during  the
Accumulation  Period or as part of a distribution upon death of the Annuitant or
the Contract Owner during the  Accumulation  Period;  or (d) this Contract is an
immediate  annuity,  i.e.,  annuity payments are starting at a date no more than
approximately 31 days after the Contract is issued.

     The Internal  Revenue Code places (with certain  exceptions)  an additional
IRS tax  penalty on  withdrawals  prior to age 59 1/2 (see  "Federal  Income Tax
Status - Penalty Tax on Surrenders or  Withdrawals,"  page 25). That amount,  if
applicable,  is separate and distinct from the Contingent Deferred Sales Charge.
The  Contracts  may be sold  without  a  Contingent  Deferred  Sales  Charge  to
directors,  officers,  and bona fide  full-time  employees of ReliaStar  and its
affiliated  insurance  companies,  and to  Oppenheimer  Fund  Management,  Inc.,
Oppenheimer  Funds,  Inc.,  Alliance Capital  Management  Corporation,  Alliance
Capital Management L.P., Fidelity  Management & Research Company,  and Northstar
Investment  Management  Corporation,  who  qualify  under  rules  adopted by the
Securities and Exchange Commission. If applicable,  such sales will be made only
upon the  written  assurance  of the  purchaser  that the  purchase  is made for
investment  purposes and that the Contract  will not be sold or assigned  except
through surrender to ReliaStar.

     B. SURRENDERS WITHOUT CHARGE
     1. After a  purchase  payment  has been in the  Contract  for 12 months,  a
Contract  Owner may  surrender,  during each  Contract  Year,  up to 10% of that
purchase payment without a Surrender  Charge (the "No Charge Amount").  However,
such "no fee"  withdrawals  may be subject to a penalty  tax under the  Internal
Revenue Code. "No Charge  Amounts" are fixed at 10% of the purchase  payment and
are cumulative up to 20%. For example,  if in a particular  year, the withdrawal
option is not exercised,  the "free"  withdrawal for the next year is up to 20%.
Withdrawals of more than 10% (except where the 20% cumulative  withdrawal  right
applies) are subject to a Surrender Charge, if applicable (see chart below).

     2. A Contract  Owner may be eligible for a waiver of the  Surrender  Charge
during  any  period  the  Contract  Owner  is  admitted  to and  confined  in an
accredited  hospital or long-term  care  facility,  after the Contract Owner has
been confined to such an accredited hospital or long-term care facility for more
than 30 days. Contract Owners interested in exercising this right should contact
the Company for details.
    

           ILLUSTRATION OF WITHDRAWAL RIGHTS FOR EACH PURCHASE PAYMENT
          (ASSUMES $10,000 PURCHASE PAYMENT AND WITHDRAWALS OF $1,000
                             (10%) EVERY 12 MONTHS)
<TABLE>
<CAPTION>

                                PERCENTAGE AND AMOUNT
                                 OF PURCHASE PAYMENT
         LENGTH OF TIME         THAT MAY BE WITHDRAWN
       EACH PURCHASE PAYMENT    EACH 12 MONTHS WITHOUT        AMOUNT AND RATE SUBJECT
        LEFT IN CONTRACT         A SURRENDER CHARGE           TO A SURRENDER CHARGE
        ----------------         ------------------           ---------------------
<S>            <C>              <C>                <C>          <C>              <C>
             Years              %              Amount          Amount           Rate
               0-1              0%                 0            10,000           7%
               1-2              10             1,000             9,000           7
               2-3              10             1,000             8,000           6
               3-4              10             1,000             7,000           5
               4-5              10             1,000             6,000           4
               5-6              10             1,000             5,000           3
               6-7              10             1,000             4,000           2
               7-8              10             1,000             3,000           1
       8 and thereafter         100            Total                --           0
                                               Contract
                                               Value
</TABLE>


   
     C. MORTALITY AND EXPENSE RISK CHARGES
     ReliaStar  deducts an amount equal on an annual basis to 1.25% of the daily
asset value of the Sub-Accounts of each Separate Account for assuming  mortality
and expense  risks under the  Contracts  (approximately  1.00% for mortality and
 .25% for  expenses).  The  mortality  risk assumed by ReliaStar  arises from its
obligation to continue to make annuity  payments,  determined in accordance with
the annuity  tables and other  provisions of the  Contracts,  to each  Annuitant
regardless of how long he lives and regardless of how long all payees as a group
live.   In   addition,   ReliaStar   assumes  the  risk  that  the  charges  for
administrative  expenses may not be adequate to cover such  expenses and assures
that it will not increase the amount charged for administrative expenses.

     D. CONTRACT MAINTENANCE CHARGE
     Each year on the  Contract  Anniversary,  ReliaStar  will  deduct an annual
Contract  Maintenance  Charge of $30 from the Contract  Value to  reimburse  its
expenses  relating to  maintenance of the Contract.  In this respect  ReliaStar,
among other things,  establishes and maintains records,  and provides reports to
Contract  Owners.  In any Contract year when the Contract is surrendered for its
full  value  on a  date  other  than  the  Contract  Anniversary,  the  Contract
Maintenance Charge will be deducted at the time of such surrender. The amount of
the  maintenance  charge  under  the  Contract  is  contractual  and  may not be
increased by ReliaStar.  If an individual  has more than one Contract in The USA
Plan, the $30 charge will be charged on only one Contract. Each participant in a
Qualified Plan is charged the Contract Maintenance Charge.

     E. PREMIUM TAXES
     Any applicable  premium tax will be deducted when  incurred.  Premium taxes
imposed by some states or municipalities presently range from 0% to 3.5% and may
be imposed at the time a payment is made or at the  Annuity  Commencement  Date.
When  permitted  by  state  law,  it  is  ReliaStar's  policy  to  postpone  the
computation and deduction of premium taxes until the Annuity  Commencement Date.
The  amount of any  applicable  premium  taxes  will then be  deducted  from the
Contract Value;  otherwise,  such taxes will be deducted from purchase  payments
when  received.  If  any  premium  taxes  are  deducted,  but  are  subsequently
determined  not due,  ReliaStar  will apply the amount  previously  deducted  to
increase the number of Accumulation Units or Annuity Units under the Contract at
the time the determination is made. If premium taxes are deducted but the amount
deducted is subsequently determined to be insufficient, or if no premium tax was
deducted but is  subsequently  determined due,  ReliaStar  reserves the right to
reduce the Accumulation  Units or Annuity Units under the Contract by the amount
of the tax due.

     F. OTHER CHARGES
     Charges for  investment  management are paid out of the assets of the Funds
(see each of the Fund's prospectuses).

     G.  REDUCTION OR ELIMINATION OF CHARGES
     The  Company  reserves  the right to waive the  Contingent  Deferred  Sales
Charge and the Contract  Maintenance  Charge in accordance with Company policies
in the following circumstances:

     (1) Where a contract of insurance  issued by the Company or any  affiliated
life insurance company has no applicable surrender charge, an owner may transfer
values in such a contract to  purchase a variable  annuity  Contract  offered by
this  Prospectus and neither the Surrender  Charge nor the Contract  Maintenance
Charge will apply to the newly issued Contract; or

     (2) Where a contract of insurance  issued by the Company or any  affiliated
life insurance company has matured,  been surrendered,  or where a death benefit
has been paid on the  contract,  the  recipient  of the  proceeds may purchase a
variable annuity Contract offered by this Prospectus,  and neither the Surrender
Charge  nor the  Contract  Maintenance  Charge  will  apply to the newly  issued
Contract.

     Additionally, any of the charges under the Contract, as well as the minimum
purchase payment  requirements  set forth herein,  may be reduced due to special
circumstances that result in lower sales,  administrative or mortality expenses.
For  example,  special  circumstances  may  exist in  connection  with  group or
sponsored  arrangements,  sales to the Company's  policy and Contract  Owners or
those of affiliated insurance companies, or sales to employees or clients of the
Company's  affiliates.  The amount of any  reductions  will  reflect the reduced
sales effort and administrative costs resulting from, or the different mortality
experience expected as a result of, the special circumstances.

     Reductions  will  not  be  unfairly   discriminatory  against  any  person,
including  the  affected  policy  or  Contract  Owners  and  owners of all other
contracts funded by the Variable Account.
    

                 ACCUMULATION PERIOD-DEFERRED VARIABLE ANNUITIES

   
     A. CREDITING ACCUMULATION UNITS
     During the  Accumulation  Period,  purchase  payments on deferred  Variable
Annuity Contracts, after deductions for any premium taxes, where applicable (see
"Charges and Other  Deductions,"  page 16), are credited to the Contract Owner's
account in the form of  Accumulation  Units.  The number of  Accumulation  Units
credited to a Contract  Owner for the  Sub-Account is determined by dividing the
net  purchase  payment   allocated  to  the  Sub-Account  by  the  value  of  an
Accumulation  Unit for the Sub-Account for the Valuation Period during which the
purchase payment is received by ReliaStar at its principal office.

     The value of the Contract Owner's  Individual Account varies with the value
of the assets of the Sub-Account  and the performance of the chosen Fund.  There
is no assurance  that the value of a Contract  Owner's  Individual  Account will
equal or exceed purchase  payments.  The value of a Contract Owner's  Individual
Account for a Valuation Period can be determined by multiplying the total number
of  Accumulation  Units credited to his account for the Sub-Account by the value
of an Accumulation Unit for the Sub-Account for that Valuation Period and adding
the value of the Sub-Accounts.

     B. VALUE OF AN ACCUMULATION UNIT
     The value of an Accumulation  Unit of the  Sub-Accounts was arbitrarily set
initially  at  $1.00.  The  value of an  Accumulation  Unit  for any  subsequent
Valuation Period is determined by multiplying the value of an Accumulation  Unit
for the immediately  preceding Valuation Period by the net investment factor, as
described below, for the Valuation Period for which the Accumulation  Unit Value
is being  calculated  (see  Appendix 1,  Example B on page 34).  The value of an
Accumulation  Unit for the  Sub-Account  may increase or decrease from Valuation
Period to  Valuation  Period and will be affected by,  among other  things,  the
investment performance of the Funds and their expenses.
    

     NET INVESTMENT FACTOR
     The net investment  factor for the Sub-Account for any Valuation  Period is
determined by dividing (a) by (b) and subtracting (c) from the result, where (a)
is the result of:

     (1)  the  net  asset  value  per  share  of  the  Fund  invested  in by the
Sub-Account determined at the end of the current Valuation Period, plus

     (2) the per share  amount of any  dividend or capital  gains  distributions
made by the  corresponding  Fund if the  "ex-dividend"  date  occurs  during the
current Valuation Period, minus or plus

   
     (3) a per share  charge or credit  for any  taxes  reserved  for,  which is
determined by ReliaStar to have resulted from the maintenance of the Sub-Account
(see "Federal Income Tax Status," page 24);
    

     (b) is the net result of:

     (1) the net asset value per share of the  corresponding  Fund determined as
of the end of the immediately preceding Valuation Period, minus or plus
   
     (2)  the  per  share  charge  or  credit  for any  taxes  reserved  for the
immediately  preceding  Valuation  Period (see "Federal Income Tax Status," page
24); and

     (c) is a factor representing the charges deducted for mortality and expense
risks (see "Charges and Other  Deductions  Mortality and Expense Risk  Charges,"
page 17).  The net  investment  factor  may be  greater  or less than one;  and,
therefore, the value of an Accumulation Unit for the Sub-Account may increase or
decrease. (For an illustration of this calculation, see Appendix 1, Example A on
page 33.)

     C. DEATH BENEFIT DURING THE ACCUMULATION PERIOD.
     If the Annuitant or Contract  Owner dies prior to the Annuity  Commencement
Date, the Contract generally ends. A payment will be made by ReliaStar under the
terms of the Contract upon receipt of due proof of the death of the Annuitant or
Contract Owner. The amount of the payment will be determined as of the Valuation
Date on or next  following  the date on which due proof of death is  received by
ReliaStar at its Executive Office or other designated office.

     During the first eight years of the Contract, the death benefit will be the
greater of (1) the sum of all purchase payments (gross,  prior to any deductions
or charges) made under an individual Contract less any amounts  surrendered,  or
(2) the  Contract  Value.  After an Owner has been in the Contract for more than
eight  years,  ReliaStar  will  determine  the  contract  value  on  the  eighth
anniversary of the Contract,  and on each eighth anniversary  thereafter,  until
the  Annuitant  or Owner  reaches 75 years of age. If an Owner's  Contract is in
force for eight years or longer,  and if permitted by state and/or  federal law,
the  amount  of the  death  benefit  will be the  greater  of (1) the sum of all
purchase  payments  (gross,  prior to any  deductions  or charges) made under an
individual Contract less any amounts surrendered,  or (2) the Contract Value, or
(3) the  Contract  Value as of the last eighth year  Contract  Anniversary  Date
occurring  prior to the  Annuitant's or Owner's 75th birthday,  less any amounts
surrendered after that last eighth year Contract Anniversary date.

     If the Contract  Owner did not elect payment of the death benefit under one
of the Annuity Options prior to the Annuitant's death, the Beneficiary may elect
to have the death  benefit paid in a single sum or applied to provide an annuity
under one of the Annuity  Options or as otherwise  permitted by ReliaStar.  If a
single sum settlement is requested,  the proceeds will be paid within seven days
of  receipt of such  election  and due proof of death.  If an Annuity  Option is
desired,  election  may be made by the  Beneficiary  during a ninety  day period
commencing  with  the date of  receipt  of  notification  of  death.  If such an
election is not made, a single sum settlement will be made to the Beneficiary at
the end of such ninety day period. If an Annuity Option is elected,  the Annuity
Commencement  Date shall be the date specified in the election but no later than
ninety days after receipt by ReliaStar of notification of death. No deduction is
made for sales or other expenses upon the election of an Annuity Option.

     D. TRANSFERS BETWEEN SUB-ACCOUNTS
     During the Accumulation  Period under deferred annuity Contracts,  Contract
Owners may transfer a portion or all of a Sub-Account's  Contract Value from one
Sub-Account to another  Sub-Account within that Separate Account without payment
of any fee or charge, subject to the following conditions: (a) the dollar amount
of a transfer from any one  Sub-Account may not be less than $250 except that an
entire Sub-Account Contract value may be transferred if less than $250; (b) once
a Contract  Owner has allocated any Contract  Value to seventeen of the nineteen
available Sub-Accounts over the life of the Contract, transfers may only be made
among these  seventeen  Sub-Accounts  (see "The  Funds" on page 13);  and (c) no
transfer may be made after the Annuity  Commencement Date or the date of receipt
by  ReliaStar of  notification  of death of the  Annuitant  prior to the Annuity
Commencement Date.  Normally,  such transfers shall be made as of the end of the
Valuation  Period during which the request for transfer is received by ReliaStar
at its principal office or other designated  office, or a later Valuation Period
if requested. ReliaStar in its discretion reserves the right to refuse or reduce
any transfer request that will disadvantage a Sub-Account.

     A  transfer  may be made by either:  (1)  submitting  a written  request to
ReliaStar at its principal office or other designated  office,  or (2) telephone
exchange instructions to ReliaStar by the Contract Owner or the broker of record
for an account,  if ReliaStar has received an application or Telephone  Exchange
Form authorizing telephone exchanges for the account. The amount of the Contract
Value  transferred may be less than the amount requested if the amount requested
would be subject to a restriction cited above.  ReliaStar  reserves the right to
reject telephone or written  requests  submitted in bulk on behalf of 10 or more
accounts,  and also  reserves the right to amend,  suspend or  discontinue  this
privilege at any time without prior notice. No telephone transfers are permitted
in states where they are not  allowed.  To place a telephone  transfer  request,
call ReliaStar at 1-800-338-7737. ReliaStar will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. Such procedures
may include, among others,  requiring some form of personal identification prior
to  acting  upon   instructions   received  by  telephone,   providing   written
confirmation   of  such   transactions,   and/or  tape  recording  of  telephone
instructions.  Your request for telephone  transactions  authorizes ReliaStar to
record telephone calls. If reasonable procedures are not employed, ReliaStar may
be  liable  for any  losses  due to  unauthorized  or  fraudulent  instructions.
Telephone  transfers are subject to the rules described  above. If all telephone
transfer  lines are busy (which might  occur,  for  example,  during  periods of
substantial  market  fluctuations)  Contract Owners might not be able to request
telephone transfers and would have to submit written requests.

     E. DOLLAR COST AVERAGING
     A Dollar Cost Averaging program is available to Contract Owners who want to
automatically transfer, at regular intervals,  specified dollar amounts from any
one Sub-Account or the Fixed Account to any other investment  options  available
under the Contract.

     This feature is  available at the time of initial  purchase of the Contract
or thereafter  during the  Accumulation  Period.  The Contract Owner specifies a
dollar amount of Contract Value in the Account to be  automatically  transferred
on a monthly  basis to the other  available  Variable  Account or Fixed  Account
investment options. The minimum transfer amount is $100, but this may be divided
and  allocated  into two or more  accounts.  Transfers  are not available if the
Sub-Account or Fixed Account has less than $100 of value.

     Dollar Cost  Averaging may also be selected for 12, 24 or 36 month periods.
The total  Contract  Value at the time this method is selected  must be at least
$5,000  for the 12  month  period  and at least  $10,000  for the 24 or 36 month
period.  Transfers  will be made on a monthly  basis into  available  investment
options offered by the Contract,  as selected by the Owner, and in the amount(s)
designated by the Owner. A minimum transfer of $100 is required, and this amount
may also be allocated among the Variable Account or Fixed Account
    

     Transfers under the Dollar Cost Averaging program will be made on the first
business day of each month based on a valuation of the Accumulation  Unit Values
of the accounts involved as of that day, provided the New York Stock Exchange is
open on that  valuation  date.  If the  Exchange  is closed,  valuation  will be
determined in the same manner described above as of the next day the Exchange is
open.

     The Dollar Cost  Averaging  program is elected by the Owner  completing  an
Automated Dollar Cost Averaging Form and returning it to the Company. We require
20 days after receipt to begin the program for the Contract Owner.

     Dollar Cost Averaging will terminate upon any of the following events:  (1)
the designated number of transfers are completed;  (2) the Contract Value in the
designated  Sub-Account or Fixed Account falls below $100 or is  insufficient to
complete the next transfer for the amount designated by the Owner; (3) the Owner
requests  termination in writing;  in this event  termination of the Dollar Cost
Averaging  program will occur 20 days after the Company receives the termination
notice; or (4) surrender of the Contract.

   
     Dollar Cost  Averaging may be  reinstated or changed,  subject to the above
terms, 20 days after the Company receives a new election form.

     F.  SYSTEMATIC WITHDRAWAL PROGRAM
     During the Accumulation  Period a Contract Owner may elect, in writing,  to
take  systematic  withdrawals  from  one  or  more  of  the  Sub-Accounts.   The
withdrawals may occur monthly,  quarterly,  semi-annually  or annually,  but the
amount to be systematically  withdrawn must be at least $100.  Withdrawals up to
the  "No  Charge  Amount"  (see  page  17) are not  subject  to any  contractual
Surrender Charges. Additional withdrawals are subject to such charges. The Owner
may choose to withdraw a specified dollar amount or a percentage of the Contract
Value.

     Systematic  payments will be made within the first ten business days of the
month.  To begin the program,  ReliaStar  must receive a written  request by the
first day of the month.  The program may be canceled by the Owner at any time by
written  notice to the  Company.  After a five (5) day notice to you the program
will  automatically  be canceled by the Company  should the Contract  Value fall
below $250 (see "Federal Income Tax Status," page 24).

     G. SURRENDER AND TERMINATION
     A Contract Owner,  during the Accumulation  Period under a deferred annuity
Contract,  may elect, at any time before the earlier of the Annuity Commencement
Date or the death of the  Annuitant,  to  surrender  the Contract for all or any
part of his Individual  Account.  Participants in  Tax-Sheltered  Annuities (IRC
Section 403(b) Plans) and in the Texas Optional  Retirement  Program are subject
to the  restrictions  thereunder  concerning the payment of amounts  surrendered
(see "Tax-Sheltered Annuities" and "Texas Optional Retirement Program," pages 28
and 30, respectively). The Company will, upon receipt of a request for a partial
surrender,  redeem a number of Accumulation  Units necessary to equal the dollar
amount requested, plus any applicable Contingent Deferred Sales Charge, Contract
Maintenance  Charge and  premium  taxes.  For  complete  surrenders,  the entire
Contract Value will be surrendered,  the said applicable  charges deducted,  and
the balance sent to the Contract Owner (see "Charges and Other Deductions," page
16). The value of the  Accumulation  Units under a partial  surrender and of the
Contract  Value under a complete  surrender  will be determined as of the end of
the Valuation  Period during which the written  request is received by ReliaStar
at its principal  office.  Payment of proceeds in  connection  with a partial or
complete  surrender  will  generally be made within seven days after  receipt of
request  for  a  surrender.  Postponement  of  payments  may  occur  in  certain
circumstances  (see "Time of Payments," page 23). (For information as to Federal
tax  consequences  resulting from  surrenders,  see "Federal Income Tax Status,"
page 24; for  information  about state  premium tax  consequences,  see "Premium
Taxes," page 18 and Appendix A of the Statement of Additional Information.)
    

                                 ANNUITY PERIOD

   
     A. ANNUITY COMMENCEMENT DATE
     Annuity  payments will begin on the maturity date of the Contract  which is
the first day of the calendar month following the Annuitant's 90th birthday,  or
on an earlier Annuity  Commencement  Date as selected by the Contract Owner. Not
later than 30 days prior to the Annuity  Commencement  Date,  the Contract Owner
may elect in writing to advance or defer the Annuity Commencement Date.

     B. ANNUITY OPTIONS
     The  Contract  Owner may, at any time at least 30 days prior to the Annuity
Commencement  Date upon written  notice to ReliaStar  at its  Principal  Office,
elect to have payments made under any one of the Annuity Options provided in the
Contract. If one of the Annuity Options is not selected by the Contract Owner at
least 30 days prior to the Annuity Commencement Date, the amounts held under the
Contract  on the date of  maturity  will  automatically  be applied to provide a
variable  joint and one-half to survivor  life annuity under Option 2c described
below.

     On the Annuity  Commencement Date, ReliaStar will apply the Contract value,
reduced by any applicable  premium taxes not previously  deducted,  to provide a
Variable Annuity, a Fixed Annuity, or any combination thereof, as elected by the
Contract Owner.

     The Contracts provide for the Annuity Options described below. The payments
under the Annuity Options may be fixed, variable, or any combination thereof, as
determined by the Contract  Owner,  except for Option 4 under which the payments
must be variable.
    

     OPTION 1 - LIFE  ANNUITY - An annuity  payable  during the  lifetime of the
Annuitant,  ceasing  with  the  last  payment  due  prior  to the  death  of the
Annuitant.  If this Option is elected,  annuity payments terminate automatically
and immediately upon the death of the Annuitant  without regard to the number or
total amount of payments  received.  (For example,  if the Annuitant dies before
the due  date  of the  second  payment,  no  further  payments  will  be  made.)
Generally,  however,  the monthly payment amount during the Annuitant's lifetime
is greater under Option 1 than the monthly  payment  amount where payments for a
guaranteed number of months (Option 3) has been selected.

     OPTION 2A - JOINT AND 100%  SURVIVOR  LIFE  ANNUITY  - An  annuity  payable
monthly during the joint  lifetime of the Annuitant and the Joint  Annuitant and
continuing  thereafter  at the same amount  during the lifetime of the survivor,
ceasing with the last payment due prior to the death of the survivor.

     OPTION 2B - JOINT AND  TWO-THIRDS  TO  SURVIVOR  LIFE  ANNUITY - An annuity
payable monthly during the lifetime of the Annuitant and the Joint Annuitant and
continuing  thereafter during the lifetime of the survivor at an amount equal to
two-thirds of the joint annuity payment, ceasing with the last payment due prior
to the death of the survivor.

     OPTION  2C - JOINT AND  ONE-HALF  TO  SURVIVOR  LIFE  ANNUITY - An  annuity
payable  monthly  during  the  joint  lifetime  of the  Annuitant  and the Joint
Annuitant and  continuing  thereafter  during the lifetime of the survivor at an
amount  equal to one-half of the joint  annuity  payment,  ceasing with the last
payment due prior to the death of the survivor.

     UNDER OPTIONS 2A, 2B, 2C,  ANNUITY  PAYMENTS  TERMINATE  AUTOMATICALLY  AND
IMMEDIATELY ON THE DEATHS OF BOTH THE ANNUITANT AND THE JOINT ANNUITANT  WITHOUT
REGARD TO THE  NUMBER OR TOTAL  AMOUNT OF  PAYMENTS  RECEIVED,  EVEN IF ONLY ONE
PAYMENT HAS BEEN RECEIVED.

     OPTION 3 - LIFE ANNUITY WITH 60, 120 OR 240 MONTHLY  PAYMENTS  GUARANTEED -
An annuity  payable  monthly during the life of the Annuitant with the guarantee
that if, upon the death of the  Annuitant,  annuity  payments have been made for
less than 60, 120 or 240 monthly periods,  as elected,  payments will be made as
follows:

     1. Any guaranteed  annuity  payments will be continued during the remainder
of the selected period to the  Beneficiary.  The  Beneficiary  may, at any time,
elect to have the  present  value of the  unpaid  guaranteed  number of  annuity
payments commuted in the manner specified in 2 below, paid in a lump sum.

   
     2. If a Beneficiary receiving annuity payments under this Option dies after
the death of the  Annuitant,  the present  value,  computed as of the  Valuation
Period in which notice of death of the  Beneficiary  is received by ReliaStar at
its principal  office,  of the guaranteed  number of annuity payments  remaining
after the receipt of such notice and to which such  deceased  Beneficiary  would
have been entitled had he not died,  computed at the effective  annual  interest
rate assumed in determining the Annuity Tables contained in the Contract,  shall
be paid in a lump sum in accordance with the Contract.

     OPTION 4 - UNIT REFUND LIFE ANNUITY - An annuity payable monthly during the
lifetime of the  Annuitant,  terminating  with the last payment due prior to the
death  of the  Annuitant.  An  additional  annuity  payment  will be made to the
Beneficiary  equal to the value of an Annuity Unit Value of the Separate Account
as of the date that notice of death in writing is received by  ReliaStar  at its
principal office, multiplied by the excess if any, of (a) over (b) where: (a) is
the net Contract value allocated to Sub-Accounts and applied under the Option at
the Annuity  Commencement Date, divided by the corresponding  Annuity Unit Value
as of the  Annuity  Commencement  Date,  and (b) is the product of the number of
Annuity  Units  applicable  under the  Sub-Account  represented  by each annuity
payment and the number of annuity payments made. The additional  payment will be
equal  to the  combined  results,  if any,  for the  Separate  Account.  (For an
illustration of this Option see Appendix II on page 35.)

     C.  ALLOCATION OF ANNUITY
     The Contract Owner may elect to have the net Contract  Value, as determined
below in  Paragraph  E,  applied at the Annuity  Commencement  Date to provide a
Fixed Annuity, a Variable Annuity,  or any combination  thereof.  Such elections
must be made,  or modified if  previously  made,  in writing to ReliaStar at its
principal  office  or other  designated  office,  at least 30 days  prior to the
Annuity Commencement Date. After the Annuity Commencement Date,  redemptions are
not allowed.

     D. VALUE OF AN ANNUITY UNIT
     For each of the  Sub-Accounts  of the  Separate  Accounts,  the value of an
Annuity Unit was  arbitrarily  set  initially at $1.00.  The value of an Annuity
Unit for any subsequent  Valuation Period is determined by multiplying the value
of the Annuity Unit for the immediately  preceding  Valuation  Period by the net
investment factor (see "Accumulation  Period - Deferred Variable Annuities:  Net
Investment Factor," page 19) for the Valuation Period for which the value of the
Annuity  Unit is being  calculated,  and  multiplying  the result by an interest
factor to offset the effect of an  investment  earnings  rate of 3.5% per annum,
which is  assumed in the  Annuity  Tables  contained  in the  Contract.  (For an
illustration of this calculation see Appendix III, Example A, on page 36.)

     E. FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
     When annuity payments are to commence,  the Contract Value to be applied to
a Variable  Annuity  Option will be  determined by  multiplying  the value of an
Accumulation Unit for the Valuation Date on or immediately preceding the seventh
day before the Annuity  Commencement  Date by the number of  Accumulation  Units
owned. This seven day period is used to permit calculation of amounts of annuity
payments  and  mailing of checks in  advance  of the due date.  At that time any
applicable  premium  taxes not  previously  deducted  will be deducted  from the
Contract Value to determine the net Contract value.  The resultant value is then
applied to the Annuity  Tables set forth in the Contract to determine the amount
of the monthly  installment  for each $1,000 of contract  value  applied.  These
Annuity  Tables vary  according to the Annuity  Option  selected by the Contract
Owner and  according to the sex and adjusted age of the  Annuitant and any joint
Annuitant at the Annuity  Commencement Date. The Contract contains a formula for
determining  the adjusted age, and the Annuity  Tables are  determined  from the
Progressive  Annuity Table assuming births in the year 1900 and a net investment
rate of 3.5% per annum.
    

     Because  statistically  women as a class live longer than men,  the annuity
payout rates for women under Annuity Tables which differentiate  between men and
women are less,  at the same age,  than they are for men.  On July 6, 1983,  the
United  States  Supreme  Court  ruled that  employer-based  retirement  benefits
derived  from  contributions  made  after  August 1, 1983 may not  differentiate
between men and women. In calculating  benefits derived from  contributions made
after  August 1, 1983 for  employer-based  retirement  plans funded by Contracts
offered by this prospectus,  we will not use values which differentiate  between
men and women.  We will  increase the  guaranteed  annuity  payment rates in the
Annuity  Tables for women so that they will equal the  guaranteed  annuity rates
for men.  However,  we will continue to use Annuity  Tables which  differentiate
between men and women for Contracts which are not associated with employer-based
retirement plans.

   
     The dollar  amount of the first  monthly  payment  of a  Variable  Annuity,
determined  as  above,  is  divided  by the  value  of an  Annuity  Unit for the
Sub-Account  for the Valuation Date on or immediately  preceding the seventh day
before the Annuity  Commencement  Date to establish  the number of Annuity Units
representing  each monthly payment under the Sub-Account.  This seven day period
is used to permit  calculation  of amounts of annuity  payments  and  mailing of
checks in advance of the due date.  This number of Annuity  Units  remains fixed
for  all  variable  annuity  payments.  The  dollar  amount  of the  second  and
subsequent  variable  annuity  payments is determined by  multiplying  the fixed
number  of  Annuity  Units for the  Sub-Account  by the  applicable  value of an
annuity unit for the Valuation Date on or immediately  preceding the seventh day
before the due date of the payment.  The value of an Annuity Unit is  determined
on each  Valuation  Date and will vary with the  investment  performance  of the
Fund, and,  therefore,  the dollar amount of the second and subsequent  variable
annuity  payments may change from month to month.  (For an  illustration  of the
calculation of the first and  subsequent  Variable  Payments,  see Appendix III,
Examples B, C, and D on pages 37, 38 and 39, respectively.)

     If the net  Contract  Value on the Annuity  Commencement  Date is less than
$2,000,  ReliaStar may pay such Value in one sum in lieu of annuity payments. If
the net Contract Value is not less than $2,000 but the annuity payments provided
for would be or become  less than $20,  ReliaStar  may change the  frequency  of
annuity payments to such intervals as will result in payments of at least $20.

     F. ASSUMED INVESTMENT RATE
     A 3.5%  assumed  investment  rate is built into the  annuity  tables in the
Contract.  A higher  assumption  would mean a higher  initial  payment  but more
slowly rising and more rapidly falling subsequent  variable annuity payments.  A
lower assumption  would have the opposite  effect.  If the actual net investment
rate of the  Sub-Account  is at the annual rate of 3.5%,  the  variable  annuity
payments will be level.
    

                        MISCELLANEOUS CONTRACT PROVISIONS

   
     A. TIME OF PAYMENTS
     All payments due under the Contracts  will  ordinarily be made within seven
days of the payment due date or within seven days after the date of receipt of a
request for a withdrawal or termination.  However,  ReliaStar reserves the right
to postpone payment of any amounts derived from purchase  payments paid by check
or bank draft until ReliaStar is reasonably  assured that the check or draft has
cleared,  normally  thirty  days from the date of receipt of the check or draft.
ReliaStar  further  reserves  the right to suspend or  postpone  the date of any
payment due under the  Contracts  (1) for any period  during  which the New York
Stock Exchange is closed (other than customary  weekend and holiday closings) or
during which trading on the Exchange,  as determined by the SEC, is  restricted;
(2) for any period during which an emergency,  as determined by the SEC,  exists
as a result of which disposal of securities held in the Separate  Account is not
reasonably practical or it is not reasonably practical to determine the value of
the Separate  Account's net assets; or (3) for such other periods as the SEC may
by order permit for the  protection  of security  holders or as may be permitted
under the 1940 Act.

     B. RIGHT TO EXAMINE CONTRACT
     Any Contract  Owner may revoke the Contract at any time between the date of
application  and the date 20 days  after  receipt of the  Contract.  In order to
revoke the  Contract,  it must be mailed or  delivered  (if it has already  been
received),  to the agent  through  whom the Contract  was  purchased,  or to the
principal  office of the  Company at 4601  Fairfax  Drive,  Arlington,  Virginia
22203.  Mailing or delivery must occur on or before 20 days after receipt of the
Contract for revocation to be effective.

     Upon  revocation,  ReliaStar will pay, unless  otherwise  required by state
and/or   federal  law,  the  Contract  Value  for  the  Contract  based  on  the
Accumulation Unit Value as of the close of the business day when the Contract is
received at ReliaStar's  principal office. The liability of the Separate Account
under this  provision is limited to the Contract  Owner's  Contract Value in the
Separate Account on the date of receipt.
    

     C. AMENDMENT OF CONTRACT
     Contracts  may be  amended to  conform  to  changes  in  applicable  law or
interpretations of applicable law, or to accommodate design changes.  Changes in
the  Contract  may need to be approved by  Contract  Owners and state  insurance
departments.

   
     D. REPORTS TO CONTRACT OWNERS
     ReliaStar  will mail to each Contract  Owner,  at the last known address of
record,  at least  annually,  a report  containing  such  information  as may be
required by any applicable law or regulation and a statement of the Accumulation
Units  credited  to the  Contract  for the  Sub-Accounts  and the  values of the
Accumulation Unit. In addition, latest available reports of the Fund invested in
by the Sub-Account will be mailed to each Contract Owner.
    

     E. ASSIGNMENT
     Any amounts  payable under the  Contracts  may not be commuted,  alienated,
assigned or otherwise encumbered before they are due. To the extent permitted by
law,  no such  payments  shall be subject in any way to any legal  process to be
used for  payment  of any claims  against  any  Annuitant,  joint  annuitant  or
Beneficiary.  Separate  Account P Contracts may be assigned.  Separate Account Q
Contracts may not be assigned.

   
     F. SUBSTITUTION OF FUND SHARES
     If in ReliaStar's  judgment one or more of the Funds becomes unsuitable for
investment by Contract Owners because of a change in the investment policy, or a
change in the tax laws,  or  because  the  shares  are no longer  available  for
investment,  ReliaStar may seek to substitute  the shares of another Fund or the
shares of an  entirely  different  mutual  fund.  Before  this can be done,  the
approval of the SEC, and possibly one or more state insurance departments,  will
be required.
    

     G. OWNERSHIP OF THE CONTRACT
     Ordinarily, the purchaser of a Contract is both the Owner and the Annuitant
and is entitled to exercise  all the rights  under the  Contract.  However,  the
Owner may be a person other than the Annuitant. This is frequently the case with
respect to Contracts  issued in connection with corporate  retirement  plans and
Keogh Plans.  Transfer of the ownership of a Contract may involve Federal income
tax  consequences,  and a qualified  advisor should be consulted before any such
transfer is attempted.

                            FEDERAL INCOME TAX STATUS

   
     A. INTRODUCTION
     The Contracts may be purchased for use by individuals  in retirement  plans
which qualify for Federal tax benefits  available  under  Sections 401,  403(a),
403(b),  408 or 457  plans  ("Qualified  Plans")  under  the  provisions  of the
Internal Revenue Code of 1986 (the "Code"). They may also be issued for deferred
compensation  and other  individual  retirement plans which do not qualify under
such  provisions of the Code  ("Non-Qualified  Plans").  The ultimate  effect of
Federal income taxes on the amounts held under a Contract,  on annuity payments,
and on the economic  benefits of the Contract  Owner,  Annuitant or  Beneficiary
depends on ReliaStar's tax status,  on the type of retirement plan for which the
Contract is purchased,  and upon the tax and employment status of the individual
concerned.

     The  following  discussion  is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax advisor. No attempt
is made to  consider  any  applicable  state or other  tax laws.  Moreover,  the
discussion is based upon  ReliaStar's  understanding  of the Federal  income tax
laws as they are currently interpreted.  No representation is made regarding the
likelihood  of  continuation  of the  Federal  income  tax  laws or the  current
interpretations  by  the  Internal  Revenue  Service  (the  "Service").   For  a
discussion of Federal  income taxes as they relate to the mutual  funds,  please
see the  accompanying  Prospectuses  of the Funds.  References  are made in this
discussion  to the tax acts of the last  several  years that have  significantly
affected  taxation of these  products:  the Deficit  Reduction  Act of 1984 (the
"DRA"),  the  Tax  Reform  Act of  1986  (the  "TRA");  and  the  Technical  and
Miscellaneous Revenue Act of 1988 (the "TAMRA").  The TRA and the TAMRA tax acts
also include  technical  corrections  to the DRA, some of which are discussed in
the material below.

     B. TAX STATUS
     ReliaStar is taxed as a life  insurance  company under  Subchapter L of the
Code. Since Separate  Accounts P and Q are not separate  entities from ReliaStar
and their operations form a part of ReliaStar, they will not be taxed separately
as a "regulated  investment company" under Subchapter M of the Code.  Investment
income and  realized  capital  gains on the assets of the  Separate  Account are
reinvested  and taken into account in determining  the value of an  Accumulation
Unit held under the Contracts.  As a result, such investment income and realized
capital gains are automatically applied to increase reserves under the Contract.
Under existing Federal income tax law, the Separate Accounts' investment income,
including realized net capital gains, is not taxed to ReliaStar to the extent it
is applied to  increase  reserves  under a  Contract.  ReliaStar's  basis in the
assets   underlying  the  Contracts  will  be  adjusted  for   appreciation   or
depreciation, to the extent the reserves are so adjusted.

     C. TAXATION OF ANNUITIES IN GENERAL - NON-QUALIFIED PLANS
     Section  72 of the Code  governs  taxation  of  annuities.  In  general,  a
Contract Owner is not taxed on increases in value of the Accumulation Units held
under a Contract  until some form of  distribution  is made under the  Contract.
However,  in some cases,  the increase in value may be subject to tax currently.
In the case of Contracts not owned by natural persons,  see page 26. In the case
of Contracts not meeting the diversification requirements, see page 27.

     1. SURRENDERS OR WITHDRAWALS.
      Section 72 of the Code provides that a complete  surrender or a withdrawal
from a Contract prior to the date of maturity of the Contract will, as a general
rule,  be  treated as taxable  income to the extent the  amounts  held under the
Contract  exceed the "investment in the Contract." The remainder will be treated
as a return of capital.  For these  purposes,  loans against the Contract or the
pledging of the  Contract are treated as  withdrawals.  The  "investment  in the
Contract"  is the  aggregate  amount of purchase  payments by or on behalf of an
individual  under a Contract minus the amounts  received under the Contract that
have been excludable from the individual's  gross income. The taxable portion is
taxed at ordinary  income tax rates.  For Contracts  issued in  connection  with
Qualified Plans, the "investment in the contract" can be zero.

     2. ANNUITY PAYMENTS
     For  fixed  annuity  payments,  the  taxable  portion  of each  payment  is
determined by a formula known as the "exclusion  ratio," which  establishes  the
ratio that the investment in the Contract bears to the total expected  amount of
annuity  payments  for the term of the  Contract.  That ratio is then applied to
each payment to determine the non-taxable portion of the payment.  The remaining
portion of each payment is taxed at ordinary income rates.  For variable annuity
payments,  the taxable  portion is determined  by a formula which  establishes a
specific  dollar amount of each payment that is not taxed.  The dollar amount is
determined  by dividing  the  investment  in the Contract by the total number of
expected  periodic  payments.  The remaining portion of each payment is taxed at
ordinary income rates.  Withholding of Federal income taxes on all distributions
may be required unless the recipient elects not to have any amounts withheld and
properly  notifies  ReliaStar of that election.  Once the excludable  portion of
annuity  payments to date equals the investment in the Contract,  the balance of
the annuity payments will be fully taxable.

     3. Taxation of Death Benefit Proceeds.
     Amounts may be distributed from a Contract because of the death of an Owner
or  Annuitant.  Generally,  such  amounts  are  includible  in the income of the
recipient as follows:  (i) if  distributed  in a lump sum, they are taxed in the
same manner as a full surrender of the contract; or (ii) if distributed under an
Annuity Option,  they are taxed in the same way as annuity  payments.  For these
purposes,  the  investment  in the  contract  is not  affected by the owner's or
annuitant's death. That is, the investment in the contract remains the amount of
any purchase payments paid which were not excluded from gross income.

     4. PENALTY TAX ON SURRENDERS OR WITHDRAWALS.
     Generally,  a 10 percent (10%) penalty tax is imposed on premature  taxable
distributions  (surrenders or  withdrawals).  The penalty is 10 percent (10%) of
the amount  received  that is includible  in income by the Contract  Owner.  The
penalty  tax is not imposed on amounts  received  (i) after the  Contract  Owner
attains  age 59 1/2,  (ii) after the death of the  Contract  Owner  (or,  if the
Contract  Owner is not an  individual,  on or  after  the  death of the  primary
annuitant),  (iii) that are  attributable to the Contract Owner becoming totally
disabled, (iv) in a series of substantially equal periodic payments made for the
life (or life  expectancy)  of the  taxpayer  or the joint  lives (or joint life
expectancies) of such taxpayer and his  Beneficiary,  and (v) under an immediate
annuity  contract (an annuity  which is  purchased  with a single  premium,  the
annuity starting date of which commences no later than one year from the date of
the  purchase of the annuity and which  provides  for a series of  substantially
equal periodic payments to be made not less frequently than annually). Other tax
penalties  may apply to certain  distributions  under a Qualified  Plan Contract
(see "Qualified Plans," page 28).

     5.  Possible Tax Changes.
     In recent years,  legislation  has been proposed that would have  adversely
modified  the  Federal  taxation of certain  annuities.  For  example,  one such
proposal would have changed the tax treatment of nonqualified annuities that did
not have "substantial life  contingencies" by taxing income as it is credited to
the  annuity.  Although  as of the  date  of  this  prospectus  Congress  is not
considering any legislation regarding the taxation of annuities, there is always
the possibility  that the tax treatment of annuities could change by legislation
or  other  means  (such  as  IRS  regulations,  revenue  rulings,  and  judicial
decisions).  Moreover,  it is also possible that any legislative change could be
retroactive (that is, effective prior to the date of such change).

     D. ADDITIONAL CONSIDERATIONS
     1. Distribution-at-Death Rules.
     In order to be  treated  as an annuity  contract,  a Contract  issued on or
after January 19, 1985 must provide that if any Contract  Owner dies on or after
the Contract  Annuity  Commencement  Date, and before the entire interest in the
Contract has been distributed, the remainder of his interest will be distributed
at least as quickly as the method in effect on the Owner's death.  If a Contract
Owner dies  before the  Annuity  Commencement  Date,  his entire  interest  must
generally be distributed  within five (5) years after the date of death, or must
be annuitized for some period (not extending  beyond the life or life expectancy
of the designated  Beneficiary)  within one (1) year after the date of death. If
the designated  Beneficiary is the spouse of the deceased  Contract  Owner,  the
Contract  (together  with the  deferral of tax on the accrued and future  income
thereunder)  may be  continued  in the name of the  spouse as the sole  Contract
Owner.

     For  Contracts  issued on or after April 23, 1987,  the  following  changes
apply.  Where a Contract  Owner is not an individual,  the primary  Annuitant is
considered a Contract Owner. The primary Annuitant is defined as the individual,
the events in whose life which are of primary importance in affecting the timing
and amount of the payout under the Contract. In addition,  when a Contract Owner
is not an individual,  a change in the primary Annuitant is treated as the death
of the  Contract  Owner.  Finally,  in the case of joint  Contract  Owners,  the
distribution  will be required at the death of the first of the Contract Owners.
Other rules relating to  distributions  at death apply to Qualified  Plans.  You
should  consult  your legal  counsel and tax adviser  regarding  these rules and
their impact on the Contracts (see "Qualified Plans," page 28).
    

     2. GIFT OF ANNUITY CONTRACTS.
     With  respect to  Contracts  issued on or after  April 23,  1987,  gifts of
non-qualified  annuity  contracts  prior to the Annuity  Commencement  Date will
trigger  tax on the gain in the  Contract,  with the done  getting a step-up  in
basis for the amount  included in the donor's  income.  This  provision does not
apply to transfers between spouses or incident to a divorce.

   
     3. CONTRACTS OWNED BY NON-NATURAL PERSONS.
     In the case of contributions after February 28, 1986, where the Contract is
held by a non-natural  person (for example,  a  corporation)  the income on that
Contract  (generally  the increase in the net  surrender  value less the premium
paid) is  includible  in income  each  year.  The rule does not apply  where the
non-natural  person is the nominal Owner of a Contract and the beneficial  Owner
is a natural person.  The rule also does not apply where the annuity Contract is
acquired  by the  estate of a  decedent,  where  the  Contract  is held  under a
Qualified  Plan,  a TSA  program,  or an IRA,  where the Contract is a qualified
funding  asset for  structured  settlements,  where the Contract is purchased on
behalf of an employee upon  termination of a Qualified  Plan, and in the case of
an immediate annuity.

     4. SECTION 1035 EXCHANGES.
     Section 1035 of the Code  provides that no gain or loss shall be recognized
on the  exchange of one annuity  contract for another.  A  replacement  contract
obtained  in a tax-free  exchange  of  contracts  succeeds  to the status of the
surrendered contract. If the surrendered contract was issued prior to August 14,
1982, the tax rules which formerly  provided that the surrender was taxable only
to the extent the amount received exceeds the Contract Owner's investment in the
Contract,  will  continue to apply.  In contrast,  Contracts  issued on or after
January 19, 1985, in a Code Section 1035 exchange, are treated after exchange as
new  Contracts  for  purposes of the penalty  and  distribution-at-death  rules.
Special rules and procedures apply to Code 1035 transactions. Purchasers wishing
to take advantage of Code 1035 should consult their tax advisors.

     5. ANTI-ABUSE RULES.
     To discourage abusive situations,  TAMRA provides that all deferred annuity
contracts  issued after October 21, 1988 by the same insurer (or its affiliates)
to the same  contract  owner during any 12-month  period will be  aggregated  in
figuring how much of any distribution is includible in gross income.  TAMRA also
gives the  Treasury  Department  regulatory  authority  to prevent  avoidance of
TAMRA's rules  concerning  how much of any  distribution  is includible in gross
income.

     6. DIVERSIFICATION REQUIREMENTS.
     Section  817(h) of the Code  provides  that  separate  account  investments
underlying  a contract  must be  "adequately  diversified"  in  accordance  with
Treasury regulations in order for the contract to qualify as an annuity contract
under Section 72 of the Code. The Separate  Accounts,  through the portfolios of
the  mutual  fund,  intend  to  comply  with  the  diversification  requirements
prescribed in regulations under Section 817(h) of the Code, which affect how the
assets in the various Sub-Accounts may be invested.  Although ReliaStar does not
have  control over the Funds in which the Separate  Accounts  invest,  we expect
that the portfolios of Funds in which the Separate Accounts own shares will meet
the  diversification  requirements  and that  therefore  the  Contracts  will be
treated as annuity contracts under the Code.

     Section 817(h)  applies to variable  annuity  contracts  other than pension
plan contracts. The regulations reiterate that the diversification  requirements
do not apply to pension plan contracts.  All of the Qualified  Plans  (described
above) are defined as pension plan contracts for these purposes. Notwithstanding
the  exception  of  Contracts  in  Qualified  Plans  from   application  of  the
diversification  rules,  the  investment  vehicle for  ReliaStar's  Contracts in
Qualified  Plans (i.e.,  the  portfolios  of mutual funds) will be structured to
comply with the  diversification  standards  because it serves as the investment
vehicle for Contracts in Non-Qualified Plans as well as Qualified Plans.

     7. OWNERSHIP TREATMENT.
     In certain  circumstances,  Owners of  variable  annuity  contracts  may be
considered  the owners,  for Federal  income tax purposes,  of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate  account  assets would be includible in the variable
annuity  contract  owner's  gross  income.  Several years ago, the IRS stated in
published rulings that a variable contract Owner will be considered the owner of
separate  account assets if the contract Owner possesses  incidents of ownership
in those  assets,  such as the ability to exercise  investment  control over the
assets. More recently, the Treasury Department announced, in connection with the
issuance  of  regulations  concerning  investment  diversification,  that  those
regulations  "do not provide  guidance  concerning  the  circumstances  in which
investor  control of the investments of a segregated asset account may cause the
investor,  rather than the insurance company,  to be treated as the owner of the
assets in the account."  This  announcement  also stated that guidance  would be
issued by way of  regulations  or rulings on the "extent to which  policyholders
may direct their investments to particular sub-accounts without being treated as
owners of the underlying assets."

     The  ownership  rights under the contract are similar to, but  different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets.  For
example,  the Owner of the Contracts has the choice of one or more  Sub-Accounts
in which to allocate  premiums and Contract Values,  and may be able to transfer
among Sub-Accounts more frequently than in such rulings. These differences could
result in the  Contract  Owner  being  treated as the Owner of the assets of the
Separate Accounts.  In addition,  ReliaStar does not know what standards will be
set forth, if any, in the  regulations or rulings which the Treasury  Department
has stated it expects to issue. ReliaStar therefore reserves the right to modify
the Contracts as necessary to attempt to prevent the contract  owners from being
considered the owners of the assets of the Separate Accounts.

     8.  TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT.
     A transfer of ownership of a Contract,  the  designation  of an  Annuitant,
payee or other  Beneficiary who is not also the Owner,  the selection of certain
Annuity  Commencement  Dates or the exchange of a Contract may result in certain
tax  consequences  to  the  Owner  that  are  not  discussed  herein.  An  Owner
contemplating  any such  transfer,  assignment,  selection or  exchanges  should
contact a competent tax advisor with respect to the potential  effects of such a
transaction.

     9.  WITHHOLDING.
     Pension and annuity distributions  generally are subject to withholding for
the recipient's Federal income tax liability at rates that vary according to the
type of  distribution  and the  recipient's  tax  status.  Recipients,  however,
generally  are provided the  opportunity  to elect not to have tax withheld from
distributions.  Effective  January 1, 1993,  distribution from certain Qualified
Plans are generally subject to mandatory withholding.

     10.  MULTIPLE CONTRACTS.
     All Non-Qualified deferred annuity contracts entered into after October 21,
1988 that are issued by ReliaStar (or its  affiliates)  to the same Owner during
any  calendar  year  are  treated  as  one  annuity  Contract  for  purposes  of
determining the amount  includible in gross income under Code Section 72(e). The
effects of this rule are not yet clear;  however,  it could affect the time when
income is taxable  and the amount  that might be subject to the 10%  penalty tax
described above. In addition,  the Treasury Department has specific authority to
issue regulations that prevent the avoidance of Section 72(e) through the serial
purchase of annuity  contracts or otherwise.  There may also be other situations
in which the Treasury may conclude that it would be appropriate to aggregate two
or more annuity contracts purchased by the same Owner.  Accordingly,  a Contract
Owner should  consult a competent tax advisor  before  purchasing  more than one
annuity contract.

     E. QUALIFIED PLANS
     The  Contracts  may be used with several  types of Qualified  Plans.  TSAs,
Keoghs,  Individual  Retirement  Arrangements  ("IRAs"),  Corporate  Pension and
Profit-Sharing  Plans  and  Section  457  Deferred  Compensation  Plans  will be
treated,  for purposes of this  discussion,  as Qualified  Plans.  The tax rules
applicable to participants in such Qualified Plans vary according to the type of
plan and the terms and conditions of the plan itself.  No attempt is made herein
to provide more than general information about the use of the Contracts with the
various types of Qualified  Plans.  Participants  under such Qualified  Plans as
well as Contract Owners, Annuitants,  and beneficiaries,  are cautioned that the
rights of any person to any benefits under such  Qualified  Plans may be subject
to the terms and conditions of the plans themselves, regardless of the terms and
conditions  of  the  Contract  issued  in  connection   therewith.   Owners  are
responsible  for  determining  that   contributions,   distributions  and  other
transactions with respect to the Contracts satisfy applicable law. Purchasers of
Contracts for use with any Qualified Plan should consult their legal counsel and
tax adviser regarding the suitability of the Contract.
    

     The TRA has made  numerous  changes  in the tax rules  governing  Qualified
Plans including rules with respect to: maximum contributions,  minimum,  maximum
and timing of distributions,  anti-discrimination, coverage and vesting. The TRA
also   generally   increased   the  penalty  tax  on  premature   distributions,
substantially  revised the general rules for the taxation of distributions,  and
added  a new  penalty  tax on  large  distributions.  The  following  are  brief
descriptions  of the  various  types of  Qualified  Plans  and of the use of the
Contracts in connection therewith:

   
     1. TAX-SHELTERED ANNUITIES.
     Section 403(b) of the Code permits public school employees and employees of
certain types of charitable, educational and scientific organizations, specified
in Code  501(c)(3)  to  purchase  annuity  contracts  and,  subject  to  certain
limitations,  exclude  the amount of  purchase  payments  from gross  income for
Federal  income tax  purposes.  However,  these  payments may be subject to FICA
(Social  Security) taxes.  These annuity  contracts are commonly  referred to as
"TSAs." In accordance with the requirements of Section 403(b), any Contract used
for a 403(b) plan will restrict distributions of (i) elective contributions made
in  years  beginning  after  December  31,  1988,  and  (ii)  earnings  on those
contributions,   and  (iii)  earnings  on  amounts   attributable   to  elective
contributions  held as of the end of the last year  beginning  before January 1,
1989.  However,  distributions of such amounts will be allowed upon death of the
employee,  attainment of age 59 1/2,  separation  from service,  disability,  or
financial hardship,  except that income  attributable to elective  contributions
may not be distributed in the case of hardship.  Purchasers of the Contracts for
these  purposes  should  seek  competent  advice as to  eligibility,  applicable
non-discrimination   rules,  limitations  on  permissible  amounts  of  purchase
payments, required distributions and tax consequences upon distribution.

     2. KEOGH PLANS.
     The  Self-Employed  Individual  Tax  Retirement  Act of 1962,  as  amended,
permits self-employed  individuals to establish "Keoghs," or Qualified Plans for
themselves and their employees.  The tax consequences to participants under such
a plan depend upon the terms of the plan.  In addition,  special  rules apply to
such  plans  with  respect  to  maximum  permissible   contributions,   required
distributions,   nonforfeitability  of  interests,  nondiscrimination,  and  the
taxation of  distributions.  Restrictions on the availability of the amounts may
be  applicable.  In order to  establish  such a plan,  a plan  document  must be
adopted and  implemented  by the  employer,  and advance  approval by the IRS is
often  requested.  Purchasers  of the  Contracts for use with Keogh plans should
seek competent advice as to the suitability of the proposed plan document and of
the Contracts to those specific needs.

     3. INDIVIDUAL RETIREMENT ARRANGEMENTS.
     Section 408 of the Code permits  eligible  individuals  to contribute to an
individual  retirement  arrangement known as an "IRA." These IRAs are subject to
limitations  on the  amount  which  may be  contributed,  the  deductibility  of
contributions, the persons who may be eligible, the time when distributions must
commence and the taxation of  distributions.  In  addition,  distributions  from
certain  other types of Qualified  Plans may be placed on a  tax-deferred  basis
into an IRA. Purchasers of the Contracts for such purposes should seek competent
advice as to the suitability of the Contracts  therefore.  The Internal  Revenue
Service has not reviewed the Contract for  qualification  as an IRA, and has not
generally  ruled whether a death benefit  provision such as the provision in the
Contract comports with IRA qualification requirements.

     4. CORPORATE PENSION AND PROFIT SHARING PLANS.
     Sections  401(a)  and  403(a) of the Code  permit  corporate  employers  to
establish various types of retirement plans for employees.  The rules applicable
to such plans of  corporate  employers  are similar to the rules  applicable  to
Keogh  plans.  Such  retirement  plans may permit the  purchase of  Contracts to
provide benefits thereunder. Corporate employers, intending to use the Contracts
in  connection  with such plans,  should  seek  competent  advice in  connection
therewith.

     5.  SECTION 457  DEFERRED  COMPENSATION  PLANS WITH  RESPECT TO SERVICE FOR
STATE AND LOCAL  GOVERNMENTS  AND TAX-EXEMPT  ENTITIES.  Section 457 of the Code
provides  for certain  deferred  compensation  plans with respect to service for
state and local governments and tax-exempt  entities.  The Contracts may be used
in connection with these plans;  however,  under these plans, the Contract Owner
is the plan  sponsor,  and the  individual  participants  in the  plans  are the
annuitants. Under such Contracts, the rights of individual plan participants are
governed  solely by their  agreements with the plan sponsor and not by the terms
of the Contracts. A number of special rules apply to deferred compensation plans
described  in Code  Section  457,  relating to items such as  ownership  of plan
assets,  persons  allowed  to  participate,  maximum  contributions,   permitted
distributions,   required   distributions,   and   taxation  of   distributions.
Accordingly,  state and local governments and tax-exempt  entities  intending to
use the Contracts in connection with such plans should seek competent  advice in
connection therewith.

     F. WITHHOLDING REQUIREMENTS WHERE ROLLOVERS ARE DISTRIBUTED DIRECTLY TO THE
     PARTICIPANT
     A qualified retirement or annuity plan must permit participants to elect to
have  any  distribution  that is  eligible  for  rollover  treatment  ("Eligible
Rollover Distributions")  transferred directly to another qualified plan, IRA or
individual retirement annuity specified by the participant. Direct transfers are
sometimes referred to as Trustee-to-Trustee transfer.
    

     Beginning  January 1, 1993, when Eligible  Rollover  Distributions are made
directly  to  the  participants,  rather  than  Trustees-to-Trustee,  20% of the
distribution will be withheld and paid to the IRS.

   
     G. SEEK TAX ADVICE
     The above  description of Federal income tax  consequences of the different
types of Qualified  Plans which may be funded by the  Contracts  offered by this
Prospectus is only a brief summary and is not intended as tax advice.  The rules
relating  to  Qualified  Plans are  extremely  complex  and often  difficult  to
comprehend. Many of these rules were changed by the TRA. Anything less than full
compliance with the applicable  rules,  all of which are subject to change,  may
trigger severe adverse tax  consequences.  A prospective  purchaser  considering
adoption of a Qualified  Plan should first consult a qualified and competent tax
advisor.
    

                                   REGULATION

   
     A. STATE
 ReliaStar is subject to the laws of the State of New York  governing  insurance
companies and to regulation by the New York  Department of Insurance.  An annual
statement in a prescribed  form is filed with the  Department of Insurance  each
year  covering  the  operations  of  ReliaStar  for the  preceding  year and its
financial condition as of the end of such year.

     ReliaStar's  books and accounts are subject to review by the  Department of
Insurance  at any time and a full  examination  of its  operations  is conducted
periodically.  Such  regulation  does not,  however,  involve any supervision of
management or investment  practices or policies  except to determine  compliance
with the  requirements  of New York  Insurance  Law. In  addition,  ReliaStar is
subject to regulation  under the insurance laws of other  jurisdictions in which
it may operate.

     B. PROPOSED UNISEX LEGISLATION
     From time to time,  legislation  in several forms is considered to prohibit
insurers  from using rates or factors which  distinguish  on the basis of sex in
determining  premium rates and benefit  payments  under  insurance  policies and
annuity  contracts  (see  "Annuity  Period,"  page 21).  If  "unisex"  insurance
requirements are enacted,  ReliaStar may be required to utilize contract annuity
rate tables which do not  differentiate in the amount of annuity benefits on the
basis of sex.  If  enacted,  one aspect of such  legislation  might  result in a
Contract  change  which  provides  for either an increase  in the  initial  rate
amounts of monthly benefits to be applied for females or a decrease in such rate
amounts for males or a combination  of both.  ReliaStar may be required to amend
existing policies to reflect such changes.
    

                                  VOTING RIGHTS

   
     As stated above, all of the assets held in the Sub-Accounts of the Separate
Accounts  will be  invested  in shares  of the  corresponding  Fund  (the  "Fund
Shares").  In accordance with its view of present applicable law, ReliaStar will
vote the Fund Shares held in the Separate Account at meetings of shareholders of
the Fund in accordance with instructions  received from the Contract Owner. Fund
Shares as to which no timely  instructions are received and Fund shares that are
not  otherwise  attributable  to Contract  Owners will be voted by  ReliaStar in
proportion  to the  instructions  received  from all persons  furnishing  timely
instructions.  However,  if the 1940 Act or any regulation  thereunder should be
amended or if the present  interpretation thereof should change, and as a result
ReliaStar  determines  that it is  permitted  to vote the Fund Shares in its own
right, it may elect to do so.

     Prior to the Annuity  Commencement  Date, the number of Fund Shares held in
the Sub-Accounts of the Separate Accounts which is attributable to each Contract
Owner is determined by dividing the Sub-Account  Contract value by the net asset
value of one Fund Share. After the Annuity Commencement Date, the number of Fund
Shares held in the Sub-Account of the Separate  Account which is attributable to
each Contract is determined by dividing the reserve held in the  Sub-Account for
the variable  annuity  payment under such Contract by the net asset value of one
Fund Share. As this reserve fluctuates, the number of votes fluctuates, although
generally they will decrease,  causing the votes  attributable  to a Contract to
decrease.
    

     The number of votes which a person has the right to cast will be determined
as of the record date  established  by each Fund.  Voting  instructions  will be
solicited  by written  communication  prior to the date of the  meeting at which
votes are to be cast.  Each  person  having a voting  interest  in the  Separate
Account will receive reports and other materials relating to the Funds.

                        TEXAS OPTIONAL RETIREMENT PROGRAM

     Participants in the Texas Optional  Retirement  Program may not receive the
proceeds of a withdrawal  from, or complete  surrender of, a Contract,  or apply
them to  provide  annuity  options  prior to  retirement  except  in the case of
termination of employment in the Texas public  institutions of higher education,
death or total disability.  Such proceeds may, however,  be used to fund another
eligible retirement vehicle.

                                   LITIGATION

     No  litigation  is  pending  that would  have a  material  effect  upon the
Separate Accounts.

                             REGISTRATION STATEMENT

   
     A  registration  statement has been filed with the SEC under the Securities
Act of 1933, as amended, with respect to the Contracts. This Prospectus does not
contain  all  the  information  set  forth  in the  registration  statement  and
amendments  thereto and the exhibits  filed as a part  thereof,  to all of which
reference  is  hereby  made for  further  information  concerning  the  Separate
Accounts, ReliaStar, and the Contracts.  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 such instruments
as filed.
    

                                 LEGAL OPINIONS

   
     Legal matters in connection with the Contracts described in this Prospectus
have been passed upon by Robert B. Saginaw, Counsel for ReliaStar.
    

                                PERFORMANCE DATA

   
     From time to time, the ReliaStar Bankers Security Variable Annuity Accounts
("The USA Plan") may advertise  several types of performance  measures  relating
both to the Funds and to the  Sub-Accounts  themselves  for  specified  periods,
assuming  current  Contract  charges  and actual  Fund  performance.  Methods of
quoting  performance  will include  standardized  calculations of average annual
total return for one, five and ten years,  ending on a recent calendar  quarter,
or if  such  periods  have  not yet  elapsed,  at the  end of a  shorter  period
corresponding  to the  life  of the  Sub-Account.  The USA  Plan  may  also  use
nonstandardized  performance  measures,  comparisons  of  investment  results to
various  indices  including the Dow Jones Average of 30 Industrial  Stocks,  the
Standard and Poor's 500 Stock  Index,  the  Consumer  Price  Index,  the Salomon
Brothers High Grade Bond Index,  the Lehman Brothers  Government/Corporate  Bond
Index and the Merrill Lynch Government/Corporate  Master Index, all of which are
widely recognized  indices of stock market  performance but which do not include
the  reinvestment of income dividends and do not consider tax  consequences.  In
addition,  The USA Plan may be compared to the performance of other fixed income
or  government  bond  mutual  funds or mutual fund  indices  such as reported by
Lipper Analytical Services, Inc. ("Lipper") or CDA Investment Technologies, Inc.
("CDA").  Lipper and CDA are widely recognized independent mutual fund reporting
services.  Their  performance  calculations  are based upon changes in net asset
value with all dividends reinvested,  but do not include the effect of any sales
charges.  Comparisons  may also be made with  results of other  mutual  funds or
groups of mutual funds in  advertisements  or in reports furnished to present or
prospective  shareholders.  Standardized  measures of  performance  are based on
several  assumptions  which  may or may not  apply to an  individual  investor's
account.  Because the average annual total return figures are  annualized,  they
represent an average  percentage change over an annual period which may be based
on less than 12 months of actual data, whereas previously  reported total return
figures  may not  have  been  annualized  and  represented  in those  cases  the
aggregate percentage or dollar-value change over the period in question.

     The USA Plan's  method for  computing  average  annual  total  return is to
compute the average  annual  compounded  rate of return that  equates a purchase
payment  to the  market  value of such  purchase  payment on the last day of the
period for which such return is calculated. For purposes of the calculation,  it
is  assumed  that an  initial  payment of $1,000 is made on the first day of the
period for which the return is calculated.  All recurring  charges are reflected
in the  calculations.  The asset  charges are  reflected  in the changes in unit
values.  The $30 Contract  Maintenance  Charge is deducted by dividing the total
amount of contract  fees  collected  in the prior year by the total  average net
assets.
    

     Certain  Sub-Accounts  may quote  current yield and  effective  yield.  The
current  yield  refers to the income  generated  by an  investment  over a 7-day
period (which period will be stated in the  advertisement).  This income is then
assumed to be earned each week over a 52-week  period.  The  effective  yield is
calculated similarly,  but the income earned by the sub-account  investments are
assumed to be reinvested.

     Each of the other  Sub-Accounts  may also quote  yield.  The yield of these
Sub-Accounts  refers to the net income earned by the underlying mutual fund over
a 30-day period (which period will be stated in the advertisement).  This income
is then assumed to be earned for a full year and to be reinvested  each month or
six months. The resulting semi-annual yield is doubled.

     Other reportable  performance measures may include income production rates,
percentage  changes in  Accumulation  Unit Values,  and  distribution  rates.  A
distribution  rate is simply a measure  of the  level of income  and  short-term
capital gain dividends distributed for a specified period. It is, therefore, not
intended to be a complete  measure of  performance.  The  distribution  rate may
sometimes be greater than yield since, for instance,  it may include  short-term
gains (which may be nonrecurring) and may not include the effect of amortization
of bond  premiums.  A  distribution  rate will be  accompanied  by a  disclosure
explaining (i) the components of the  distribution  rate that differ from yield,
(ii) where components consist of capital gains, they are nonrecurring, and (iii)
where a component consists of option premiums,  what potential effect on overall
performance option writing might have.

     Any of the indicators mentioned in the section entitled  "Performance Data"
may be included in sales literature and shareholder  reports when accompanied by
required  standardized  calculations.  More detailed  information on performance
data is set forth in the Statement of Additional Information.

                              FINANCIAL STATEMENTS

   
     The  financial  statements  of  ReliaStar  set  forth in the  Statement  of
Additional  Information are separate and apart from the financial  statements of
Separate  Accounts P and Q and  should be  considered  only as bearing  upon the
ability of ReliaStar to meet its obligations under the Contracts.
    

                       STATEMENT OF ADDITIONAL INFORMATION

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

     1. General Information About the Company
     2. Custodian and Accountants
     3. Underwriter
     4. Calculation of Performance Data
     5. Financial Statements

   
Contract Owner inquiries and requests for a Statement of Additional  Information
should be directed to  ReliaStar in writing at 4601  Fairfax  Drive,  Arlington,
Virginia 22203, or by telephoning ReliaStar at (703) 875-3623.
    

                                THE FIXED ACCOUNT

   
     During the accumulation period, the Owner may elect to have Contract Values
accumulate  on a fixed basis in the Fixed Account  within the Company's  General
Account,  which consists of all assets of ReliaStar  other than allocated to any
separate account of ReliaStar. Because of exemptive and exclusionary provisions,
interests in the Fixed Account have not been registered under the Securities Act
of 1933 and the Fixed Account has not been  registered as an investment  company
under the 1940 Act.  Accordingly,  neither the Fixed  Account  nor any  interest
therein are subject to the provisions of these acts and, as a result,  the staff
of the SEC has not reviewed the disclosures in this  Prospectus  relating to the
Fixed Account.  Disclosures regarding the Fixed Account may, however, be subject
to certain  generally  applicable  provisions  of the  Federal  securities  laws
relating to the accuracy and  completeness of statements  made in  prospectuses.
This Prospectus is generally intended to serve as a disclosure document only for
the  aspects  of the  Contract  involving  Separate  Accounts  P and Q and their
Sub-Accounts and contains only selected information regarding the Fixed Account.
More  information  regarding the Fixed Account may be obtained from  ReliaStar's
principal office or from your registered representative.

GENERAL DESCRIPTION
     ReliaStar's  obligations with respect to the Fixed Account are supported by
its General  Account.  Subject to applicable law,  ReliaStar has sole discretion
over the investment of the assets in its General Account.

     ReliaStar  guarantees that Contract Values in the Fixed Account will accrue
interest  at an  effective  rate  of at  least  4%,  independent  of the  actual
investment  experience  of the  General  Account.  ReliaStar  may,  at its  sole
discretion,  credit a higher rate of interest,  although it is not  obligated to
credit  interest in excess of 4% per year. Any interest rate in excess of 4% per
year with respect to any amount in the Fixed Account pursuant to a Contract will
be declared by ReliaStar for a specific period of time as follows.  On the issue
date and on any Contract  Anniversary,  the excess interest, if any, will be set
on the Fixed Account Value and guaranteed  until the next Contract  Anniversary.
Net purchase  payments and transfers  into the Fixed Account during the contract
year will be credited  with an excess  interest  rate as then  declared and such
excess interest rate will be guaranteed until the next Contract Anniversary.
    

     Once  credited,  such interest  will be  guaranteed  and become part of the
Contract  Value in the Fixed Account from which  deductions for fees and charges
may be made.

     Charges under the Contract are the same as when a Separate Account is being
used,  except that the 1.25% per annum charged for mortality and expense risk is
not imposed on amounts of Contract Value in the Fixed Account.

   
FIXED ACCOUNT VALUE
     The Contract's  Fixed Account Value on any Valuation Date is the sum of the
net purchase  payments  allocated to the Fixed Account,  plus any transfers from
the Separate  Accounts,  plus interest  credited to the Fixed Account,  less any
surrenders,  any applicable  Contingent  Deferred Sales Charges,  any applicable
premium  taxes,  annual  Contract  Maintenance  Charges  allocated  to the Fixed
Account, and/or transfers to the Separate Accounts.

TRANSFERS, TOTAL AND PARTIAL SURRENDERS
     Amounts in Fixed  Account  are  generally  subject  to the same  rights and
limitations and will be subject to the same charges as are amounts  allocated to
the  Sub-Accounts  of the  Separate  Accounts  with respect to total and partial
surrenders (see page 16 of prospectus, "Charges and Other Deductions").

     Transfers out of the Fixed Account have special limitations.  The owner may
make partial or total transfers of Contract Values from the Fixed Account to one
or more variable Sub-Accounts  available in the Contract, as long as the amounts
to be transferred have been in the Fixed Account for at least six months, unless
transfers  are  being  made  as a part of an  automatic  dollar  cost  averaging
program. The following conditions are also applicable:  (a) all transfers within
the Contract are without payment of any fee or charge;  (b) the dollar amount of
a transfer may not be less than $250 except that the entire Fixed  Account Value
may be  transferred if less than $250; and (c) no transfer may be made after the
Annuity Commencement Date or the date of receipt by ReliaStar of notification of
death  of the  Annuitant.  All  transfers  shall  be  made  as of the end of the
Valuation  Period during which the request for transfer is received by ReliaStar
at its principal office, or later Valuation Period if requested.
    

<TABLE>
<CAPTION>
                                   APPENDIX I

                                    EXAMPLE A

                    FORMULA AND ILLUSTRATION FOR DETERMINING
                         THE NET INVESTMENT FACTOR OF A
                          SUB-ACCOUNT FOR ALL CONTRACTS

                                A + B - C
Net Investment Factor =        ---------    -    F
                                 D - E

Where:

<S>  <C>     <C>                                                                          <C>    <C>  
A    =       The Net  Asset  Value  of the  Fund as of the end of the  current
              Valuation Period.
             Assume....................................................................   =      $11.570000

B    =       The  per  share  amount  of  any   dividend  or  capital   gains
              distribution since the end of the immediately  preceding  Valuation
              Period.
             Assume....................................................................   =             0

C    =       The per share charge or credit for any taxes  reserved for at the
              end of the current Valuation Period.
             Assume....................................................................   =             0

D    =       The Net Asset Value of a Fund share at the end of the immediately
              preceding Valuation Period.
             Assume....................................................................   =     11.400000

E    =       The per share amount of any taxes  reserved for at the end of the
              immediately preceding Valuation Period.
             Assume....................................................................   =             0

F    =       The daily deduction for mortality and expense risks, which
              totals 1.25% on an annual basis
             On a Daily Basis..........................................................   =      0.000034

Then, the Net Investment Factor         =    11.570000  -     0.000034
                                             ---------

                                             11.400000

</TABLE>



                                    EXAMPLE B

                    FORMULA AND ILLUSTRATION FOR DETERMINING
                          ACCUMULATION UNIT VALUE OF A
                                   SUB-ACCOUNT

Accumulation Unit Value       =    A x B

Where:

<TABLE>
<CAPTION>

<S>    <C><C>                                                                             <C>     <C>  
A      =  The  Accumulation  Unit  Value  for  the  immediately  preceding
            Valuation Period.
          Assume....................................................................      =       $1.347125

B      =   The Net Investment Factor for the current Valuation Period.
           Assume....................................................................     =        1.014878

Then, the Accumulation Unit Value
=            $1.347125    x   1.014878
=            $1.367167

</TABLE>


                                   APPENDIX II

                                    EXAMPLE A

                    FORMULA AND ILLUSTRATION FOR DETERMINING
                           DEATH BENEFIT PAYABLE UNDER
                 SETTLEMENT OPTION 4 - UNIT REFUND LIFE ANNUITY

Upon the death of the Annuitant  the  designated  Beneficiary  under this option
will receive under each applicable  Separate Account a lump sum death benefit of
the then dollar value of a number of Annuity Units  computed using the following
format:

Annuity Units Payable =       A - (C X D), IF A IS GREATER THEN C X D
                                -------------------------------------
                              -                   -
                              B                   B
<TABLE>
<CAPTION>

Where:

<S>          <C>                                                                        <C>     <C> 
A            The net  benefit  applied  on the  Annuity  Commencement  Date to
              purchase the Variable Annuity.
             Assume....................................................................  =      $15,000

B    =       The Annuity Unit Value at the Annuity Commencement Date.
             Assume....................................................................  =        1.103300

C    =       The number of Annuity Units represented by each payment made.
             Assume....................................................................  =       82.933019

D    =       The total number of monthly  Variable Annuity Payments made prior
              to the Annuitant's death.
             Assume....................................................................  =       24

Then the number of Annuity Units Payable

           $15,00000  -    (82.933019 X 24)
           ---------  -    ----------------

           $1.103300
</TABLE>

= 13,595.576905 - 1990.392456
= 11,605.184449 Annuity Unit

If the value of an Annuity Unit on the date of receipt of  notification of death
was $1.130529 then the amount of the benefit under each applicable Separate Unit
would be:

11,605.18449 x $1.130529 = $13,120.00

This  calculation  will be made for each  Separate  Account upon which  Variable
Annuity Payments were based.


                                  APPENDIX III

                                    EXAMPLE A

                    FORMULA AND ILLUSTRATION FOR DETERMINING
                               ANNUITY VALUE OF A
                                SEPARATE ACCOUNT

Annuity Unit Value = A x B x C

Where:
<TABLE>
<CAPTION>

<S>  <C>   <C>                                                                           <C>    <C>    
A    =     Annuity  Unit  Value  for the  immediately  preceding  Valuation
             Period.
           Assume....................................................................     =     $1.097696

B    =     Net  Investment  Factor  for the  Valuation  Period for which the
             Annuity Unit is being calculated.
           Assume....................................................................     =      1.005200

C    =     A factor to neutralize the assumed  interest of 3 1/2% built into
             the Annuity tables used.
           Daily factor equals......................................................      =      0.999906

Then, the Annuity Value is:

$1.097696 x 1.005200 x 0.999906 = $1.103300
</TABLE>



                                    EXAMPLE B

                    FORMULA AND ILLUSTRATION FOR DETERMINING
              AMOUNT OF FIRST MONTHLY VARIABLE ANNUITY PAYMENT FROM
                              ONE SEPARATE ACCOUNT

                 First Monthly Variable Annuity Payment = A X B
                                                          -----
                                                         $1,000
<TABLE>
<CAPTION>


Where:

<S>  <C>   <C>                                                                            <C>    <C>  
A    =     The  Contract  value  allocated  to a  Separate  Account  for the
             Valuation Date or immediately  preceding the seventh day before the
             Annuity Commencement Date.
           Assume....................................................................     =      $15,000.00

B    =     The  Annuity  purchase  rate per  $1,000  based  upon the  option
             selected,  the sex and adjusted age of the  Annuitant  according to
             the tables contained in the Contract.
           Assume....................................................................     =        6.100000

Then, the first Monthly Variable Payment

=           $15,000   X   $6.10   =   $91.50
            -------------------

             $1,000
</TABLE>








                                    EXAMPLE C

                    FORMULA AND ILLUSTRATION FOR DETERMINING
              THE NUMBER OF ANNUITY UNITS FOR ONE SEPARATE ACCOUNT
              REPRESENTED BY EACH MONTHLY VARIABLE ANNUITY PAYMENT

Number of Annuity Units       =    A
                                  ---
                                   B
<TABLE>
<CAPTION>

Where:

<S>  <C>    <C>                                                                     <C>    <C>
A    =     The dollar amount of the first monthly Variable Annuity Payment.
           Assume....................................................................=     $91.50

B    =     The Annuity Unit Value for the Valuation  Date on or  immediately
             preceding the seventh day before the Annuity Commencement Date.
           Assume....................................................................=     $1.103300

Then, the number of Annuity Units

=        $91.50     =     82.933019
         $1.103300
</TABLE>


                                    EXAMPLE D

                    FORMULA AND ILLUSTRATION FOR DETERMINING
              THE AMOUNT OF SECOND AND SUBSEQUENT MONTHLY VARIABLE
                   ANNUITY PAYMENTS FROM ONE SEPARATE ACCOUNT

Second Monthly Variable Annuity Payment          =    A   x  B
<TABLE>
<CAPTION>

Where:

<S>  <C>   <C>                                                                            <C>    <C>
A    =     The number of Annuity Units  represented by each monthly Variable
             Annuity Payment.
           Assume....................................................................     =      $82.933019

B    =     The Annuity Unit Value for the Valuation  Date on or  immediately
             preceding  the  seventh day before the date on which the second (or
             subsequent) Variable Annuity Payment is due.
           Assume....................................................................     =       $1.128621

Then, the second monthly Variable Annuity Payment

=          $82.933019 x $1.128621 = $93.60

</TABLE>

The above  example was based upon the  assumption  of an increase in the Annuity
Unit  Value  since  the  initial  Variable  Annuity  Payment  due  to  favorable
investment  results of the  Separate  Account  and the Fund.  If the  investment
results  were less  favorable,  a decrease in the Annuity  Unit Value and in the
second  monthly  Variable  Annuity  Payment  could  result.  Assume B above  was
$1.074360.

Then, the second monthly Variable Annuity Payment

=           $82.933019 x $1.074360 = $89.10


                                     PART B
         INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION


   
          RELIASTAR BANKERS SECURITY VARIABLE ANNUITY FUNDS M, P AND Q
             INDIVIDUAL FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACTS

                                   OFFERED BY
                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
                          1000 Woodbury Lane, Suite 102
                               Woodbury, NY 11797
                            Telephone: (516) 682-8700



                       STATEMENT OF ADDITIONAL INFORMATION
                                February 28, 1997

     This Statement of Additional  Information is not a Prospectus and should be
read in conjunction with the Contract's Prospectus,  dated April XX, 1997, which
is available  without  charge by  contacting  ReliaStar  Bankers  Security  Life
Insurance Company at the above address or telephone number.
    

                                TABLE OF CONTENTS


HEADING                                                            PAGE
- -------                                                            ----

GENERAL INFORMATION ABOUT THE COMPANY.................................3

CUSTODIAN AND ACCOUNTANTS.............................................3

UNDERWRITER...........................................................3

CALCULATION OF PERFORMANCE DATA.......................................3

   
FINANCIAL STATEMENTS.................................................10
    


                      GENERAL INFORMATION ABOUT THE COMPANY

   
     ReliaStar  Bankers  Security Life  Insurance  Company  ("ReliaStar"  or the
"Company") is a stock life insurance company  incorporated under the laws of the
State of New York in 1917 under the name The Morris Plan Insurance  Society.  It
adopted the name Bankers  Security Life Insurance  Society in 1946 and ReliaStar
Bankers  Security Life  Insurance  Company in 1996.  ReliaStar is a wholly-owned
subsidiary of ReliaStar  United  Services  Life  Insurance  Company  ("ReliaStar
United  Services")  which in turn is  wholly-owned  by ReliaStar  Life Insurance
Company, a subsidiary of ReliaStar Financial Corp.  ReliaStar Financial Corp. is
a holding  company  incorporated  under the laws of the State of Delaware  whose
subsidiaries are engaged in life and health insurance and financial services.
    

                            CUSTODIAN AND ACCOUNTANT

A.   Custodian

   
     ReliaStar,  whose address  appears on the cover of the  prospectus,  is the
custodian of the assets of the Separate Accounts.
    

B.   Accountants

   
     The financial  statements  with assets and  liabilities  as of December 31,
1996 and the  related  statements  for the year  ended  December  31,  1996,  of
ReliaStar Banker's Security Variable Annuity Funds P and Q and ReliaStar,  which
are included in the  Statement of Additional  Information,  have been audited by
______________,  independent auditors,  and are included herein in reliance upon
the  reports of such firm,  which  reports  are given  upon their  authority  as
experts in accounting and auditing.  The Statements of Operations and Changes in
Net Assets for the year ended  December 31, 1994 were audited by  _____________,
independent  auditors,  and are included  herein in reliance upon the reports of
such firm, which reports are given upon their authority as experts in accounting
and auditing.
    

                                   UNDERWRITER

   
     Effective  February 1, 1997,  the Contracts are  distributed  in continuous
offering  by the  principal  underwriter,  Washington  Square  Securities,  Inc.
("WSSI"),  an  affiliate of ReliaStar  and a subsidiary  of ReliaStar  Financial
Corp. WSSI is a registered  broker/dealer  under the Securities  Exchange Act of
1934 and is a member of the National Association of Securities Dealers, Inc. The
principal business address of WSSI is 100 Washington Avenue South,  Minneapolis,
MN 55401.  Prior to  February  1,  1997,  the  Contracts  were  distributed  and
underwritten by ReliaStar  Financial  Marketing  Corporation  ("RFMC";  formerly
known as USLICO  Securities  Corporation),  also an affiliate of ReliaStar.  The
Contracts are sold by state licensed  insurance agents of ReliaStar who are also
registered  representatives  of  broker/dealers  who have sales  agreements with
WSSI. There are no special  purchase plans or exchange  privileges not described
in the  Prospectus  (see  "Charges  and  Other  Deductions,"  at  page 16 of the
Prospectus).   Commissions   paid  to  these  other   broker/dealers   obtaining
applications  for  Contracts  accepted  by  ReliaStar  will not exceed 6% of the
Purchase  Payments.  The  Contracts are sold in those states where their sale is
lawful. Under certain circumstances,  dealers may, in the calendar year in which
they qualify,  receive their  commissions  in advance of Contract Owner purchase
payments.  During 1994, 1995 and 1996 RFMC received  approximately  $907,648.12,
$370,000,  and $0,  respectively,  of commission income for the sale of variable
annuity contracts issued by ReliaStar.
    

                         CALCULATION OF YIELD AND RETURN

   
Current Yield and Effective Yield:

     Current  yield  and  effective  yield  will  be  calculated  only  for  the
Oppenheimer Money Fund.

     The current yield is based on a seven-day period (the "base period") and is
calculated by determining  the "net change in value" on a  hypothetical  account
having a  balance  of one  Accumulation  Unit at the  beginning  of the  period,
dividing  the net  change in  account  value by the value of the  account at the
beginning of the base period to obtain the base period return,  and  multiplying
the base period return by 365/7 with the resulting  yield figure  carried to the
nearest  hundredth of one percent.  The effective yield is computed in a similar
manner,  except that the base period  return is  compounded by adding 1, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result,
according to the following formula:

                                                     365/7
         EFFECTIVE YIELD = [(Base Period Return + 1)      ] - 1

     Net changes in value of a hypothetical  account will include net investment
income of the account  (accrued daily  dividends as declared by the  Oppenheimer
Money Fund,  less daily  expense and  contract  charges to the  account) for the
period,  but will not  include  realized  or  unrealized  gains or losses on its
underlying fund shares.

     The  Oppenheimer  Money  Fund's  yield  and  effective  yield  will vary in
response to any fluctuations in interest rates and expenses of the Sub-Account.

     The yield and effective  yield of the  Sub-Account for the seven day period
ending December 31, 1996 were as follows:

         Yield:                     __________
         Effective Yield:           __________

Standardized Yield:

     A standardized yield computation may be used for _______ Sub-Accounts.  The
yield  quotation will be based on a recent 30 day (or one month) period,  and is
computed by dividing  the net  investment  income per  Accumulation  Unit earned
during the period by the  maximum  offering  price on the last day of the period
according to the following formula:

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

Where:

   
a    = net  investment  earned  during  the  period  by the  Fund  or  Portfolio
       attributable to shares owned by the Sub-Account.
    

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

c    = the average daily number of  Accumulation  Units  outstanding  during the
       period.

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

   
     Yield on each Sub-Account is earned from dividends declared and paid by the
underlying  Fund or  Portfolio,  which are  automatically  reinvested in Fund or
Portfolio shares.

     Following are the standardized  yields for each of the ______  Sub-Accounts
for the month ended December 31, 1996:






     AVERAGE  ANNUAL  TOTAL  RETURNS.  From time to time,  sales  literature  or
advertisements  may also quote  average  annual total returns for one or more of
the Sub-Accounts for various periods of time.

     Average annual total returns  represent the average annual compounded rates
of return that would equate an initial  investment of $1,000 under a Contract to
the  redemption  value  of that  investment  as of the  last  day of each of the
periods.  The ending date for each period for which total return  quotations are
provided will be for the most recent month-end practicable, considering the type
and media of the communication and will be stated in the communication.

     Average  annual total returns will be  calculated  using  Sub-Account  unit
values  which  the  Company  calculates  on each  Valuation  Date  based  on the
performance of the Sub-Account's  underlying  portfolio,  the deductions for the
Mortality and Expense Risk Charges,  and the Contract  Maintenance  Charge.  The
calculation  assumes  that the Contract  Maintenance  Charge is $30 per year per
Contract  deducted at the end of each Contract year. For purposes of calculating
average annual total return, an average per dollar Contract  Maintenance  Charge
attributable to the hypothetical account for the period is used. The calculation
also  assumes  surrender of the Contract at the end of the period for the return
quotation.  Total  returns will  therefore  reflect a deduction of the surrender
charge  for any  period  less  than six  years.  The total  return  will then be
calculated according to the following formula:
    

                                   1/N
         TR =              ((ERV/P)    ) - 1

         Where:

   
TR   = The average annual total return net of Sub-Account recurring charges.

ERV  = the ending  redeemable value (net of any applicable  surrender charge) of
       the hypothetical account at the end of the period.
    

P    = a hypothetical initial payment of $1,000.

   
N    = the number of years in the period.
    






     Such average annual total return  information  for the  Sub-Accounts  is as
follows:

<TABLE>
<CAPTION>


QUALIFIED PLANS                              For the 1-year    For the 5-year    For the 10-year    For the period from date
                                             period ended      period ended       period ended          of inception of
SUB-ACCOUNT                                     12/31/96          12/31/96          12/31/96        Sub-Account to 12/31/96
- -----------                                     --------          --------          --------        -----------------------

<S>                                          <C>               <C>               <C>                 <C>   
Oppenheimer Money Fund
(Inception: 5/27/87

Oppenheimer High Income Fund
(Inception: 6/16/87

Oppenheimer Bond Fund
(Inception: 3/14/95)

Oppenheimer Strategic Bond Fund
(Inception: 3/20/95)

Oppenheimer Capital Appreciation Fund
(Inception: 6/16/87)

Oppenheimer Growth Fund
(Inception: 3/14/95)

Oppenheimer Multiple Strategies Fund
(Inception: 5/27/87)

Oppenheimer Global Securities Fund
(Inception: 11/12/90)

Alliance Growth and Income Portfolio
(Inception: 12/27/90)

Alliance Short-Term Multi-Market Portfolio
(Inception: 11/26/90)

Fidelity Contrafund Portfolio
(Inception: 11/12/96)

Fidelity Equity Income Portfolio
(Inception: 5/16/95)

Fidelity Growth Portfolio
(Inception: 5/31/95)

Fidelity Investment Grade Bond Portfolio
(Inception: 9/16/95)

Fidelity Asset Manager Portfolio
(Inception: 6/1/95)

Fidelity Index 500 Portfolio
(Inception: 5/16/95)

Northstar Growth Fund
(Inception: 12/10/96)

Northstar Income and Growth Fund
(Inception: 7/17/95)

Northstar High Yield Bond Fund
(Inception: 8/14/95)


NON-QUALIFIED PLANS                           For the 1-year   For the 5-year    For the 10-year    For the period from date
                                              period ended      period ended      period ended           of inception of
SUB-ACCOUNT                                      12/31/96         12/31/96          12/31/96         Sub-Account to 12/31/96
- -----------                                      --------         --------          --------         -----------------------

Oppenheimer Money Fund
(Inception:  6/2/87)

Oppenheimer High Income Fund
(Inception:  8/28/87)

Oppenheimer Bond Fund
(Inception: 6/22/95)

Oppenheimer Strategic Bond Fund
(Inception: 4/3/95)

Oppenheimer Capital Appreciation Fund
(Inception:  7/30/87)

Oppenheimer Growth Fund
(Inception: 3/24/95)

Oppenheimer Multiple Strategies Fund
(Inception: 6/2/87)

Oppenheimer Global Securities Fund
(Inception: 11/9/90)

Alliance Growth and Income Portfolio
(Inception: 1/31/91)

Alliance Short-Term Multi-Market Portfolio
(Inception: 11/23/90)

Fidelity Contrafund Portfolio
(Inception: 11/1/96)

Fidelity Equity Income Portfolio
(Inception: 5/25/95)

Fidelity Growth Portfolio
(Inception: 5/25/95)

Fidelity Investment Grade Bond Portfolio
(Inception: 6/19/95)

Fidelity Asset Manager Portfolio
(Inception: 6/8/95)

Fidelity Index 500 Portfolio
(Inception: 5/23/95)

Northstar Growth Fund
(Inception: 11/1/96)

Northstar Income and Growth Fund
(Inception: 5/31/95)

Northstar High Yield Bond Fund
(Inception: 9/8/95)

</TABLE>

     OTHER TOTAL RETURNS.  From time to time, sales literature or advertisements
may quote average annual total returns for the Sub-Accounts  that do not reflect
the surrender  charge.  These returns are  calculated in exactly the same way as
average annual total returns described above,  except that the ending redeemable
value of the  hypothetical  account  for the period is  replaced  with an ending
value for the  period  that does not take into  account  any  charges on amounts
surrendered or withdrawn. Such information is as follows:

                 RETURNS SINCE SUB-ACCOUNTS COMMENCED OPERATIONS
                 -----------------------------------------------
<TABLE>
<CAPTION>

QUALIFIED PLANS                              For the 1-year    For the 5-year    For the 10-year    For the period from date
                                             period ended      period ended       period ended          of inception of
SUB-ACCOUNT                                     12/31/96          12/31/96          12/31/96        Sub-Account to 12/31/96
- -----------                                     --------          --------          --------        -----------------------

<S>                                          <C>               <C>                <C>                <C>  
Oppenheimer Money Fund
(Inception: 5/27/87

Oppenheimer High Income Fund
(Inception: 6/16/87

Oppenheimer Bond Fund
(Inception: 3/14/95)

Oppenheimer Strategic Bond Fund
(Inception: 3/20/95)

Oppenheimer Capital Appreciation Fund
(Inception: 6/16/87)

Oppenheimer Growth Fund
(Inception: 3/14/95)

Oppenheimer Multiple Strategies Fund
(Inception: 5/27/87)

Oppenheimer Global Securities Fund
(Inception: 11/12/90)

Alliance Growth and Income Portfolio
(Inception: 12/27/90)

Alliance Short-Term Multi-Market Portfolio
(Inception: 11/26/90)

Fidelity Contrafund Portfolio
(Inception: 11/12/96)

Fidelity Equity Income Portfolio
(Inception: 5/16/95)

Fidelity Growth Portfolio
(Inception: 5/31/95)

Fidelity Investment Grade Bond Portfolio
(Inception: 9/16/95)

Fidelity Asset Manager Portfolio
(Inception: 6/1/95)

Fidelity Index 500 Portfolio
(Inception: 5/16/95)

Northstar Growth Fund
(Inception: 12/10/96)

Northstar Income and Growth Fund
(Inception: 7/17/95)

Northstar High Yield Bond Fund
(Inception: 8/14/95)


NON-QUALIFIED PLANS                           For the 1-year   For the 5-year   For the 10-year    For the period from date
                                              period ended      period ended     period ended           of inception of
SUB-ACCOUNT                                      12/31/96         12/31/96          12/31/96        Sub-Account to 12/31/96
- -----------                                      --------         --------          --------        -----------------------

Oppenheimer Money Fund
(Inception:  6/2/87)

Oppenheimer High Income Fund
(Inception:  8/28/87)

Oppenheimer Bond Fund
(Inception: 6/22/95)

Oppenheimer Strategic Bond Fund
(Inception: 4/3/95)

Oppenheimer Capital Appreciation Fund
(Inception:  7/30/87)

Oppenheimer Growth Fund
(Inception: 3/24/95)

Oppenheimer Multiple Strategies Fund
(Inception: 6/2/87)

Oppenheimer Global Securities Fund
(Inception: 11/9/90)

Alliance Growth and Income Portfolio
(Inception: 1/31/91)

Alliance Short-Term Multi-Market Portfolio
(Inception: 11/23/90)

Fidelity Contrafund Portfolio
(Inception: 11/1/96)

Fidelity Equity Income Portfolio
(Inception: 5/25/95)

Fidelity Growth Portfolio
(Inception: 5/25/95)

Fidelity Investment Grade Bond Portfolio
(Inception: 6/19/95)

Fidelity Asset Manager Portfolio
(Inception: 6/8/95)

Fidelity Index 500 Portfolio
(Inception: 5/23/95)

Northstar Growth Fund
(Inception: 11/1/96)

Northstar Income and Growth Fund
(Inception: 5/31/95)

Northstar High Yield Bond Fund
(Inception: 9/8/95)

</TABLE>


   
     The Company may disclose  Cumulative  Total Returns in conjunction with the
standard  formats   described  above.  The  Cumulative  Total  Returns  will  be
calculated using the following formula.

         CTR =    ERV/P - 1

Where:

CTR  = The Cumulative Total Return net of Sub-Account  recurring charges for the
       period.

ERV  = the ending redeemable value of the hypothetical  investment at the end of
       the period.

P    = a hypothetical single payment of $1,000.

     EFFECTIVE OF THE ANNUAL  ADMINISTRATIVE  CHARGE ON  PERFORMANCE  DATA.  The
Contract provides for a $30 Contract  Maintenance Charge to be deducted annually
at the end of each Contract year,  from the  Sub-Accounts  and the Fixed Account
based on the  proportion  that the value of each such account bears to the total
Contract Value.  For purposes of reflecting the Contract  Maintenance  Charge in
yield and total return quotations, the annual charge is converted into an annual
charge per $1,000 invested based on the Annual Contract  Charges  collected from
the average total assets of the Variable  Account and Fixed  Account  during the
calendar year ending December 31, 1996.
    

                              FINANCIAL STATEMENTS

   
     The Statement of Additional  Information  contains Financial Statements for
the Separate Accounts as of December 31, 1996 and for each of the three years in
the period then ended. __________________ served as independent auditors for the
years  ended  December  31,  1996  and  1995  and  _________________  served  as
independent auditors for the year ended December 31, 1994.

     The Company's  statement of financial condition as of December 31, 1996 and
1995, and the related  statements of operations,  changes of capital and surplus
and cash flows for the years ended December 31, 1996 and 1995 which are included
in this  Statement  of  Additional  Information,  should be  considered  only as
bearing on the Company's  ability to meet its  obligations  under the Contracts.
They should not be considered as bearing on the  investment  performance  of the
assets held in the Variable Account.
    

                                     PART C

                                OTHER INFORMATION


ITEM 24 FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements

          (1)  Condensed Financial Information is included in Part A.

   
          (2)  The financial  statements are included in Part B. (To be included
               in a post-effective amendment that will be filed pursuant to Rule
               485(b)  prior  to  the   effectiveness  of  this   post-effective
               amendment to the Registration Statement.)
    

     (b)  Exhibits

   
     (1)  Corporate  Resolutions of the Board of Directors of ReliaStar  Bankers
          Security Life Insurance  Company  authorizing the establishment of the
          Separate Accounts,  are incorporated by reference to Registrant's Form
          N-8B-2  Registration  Statement  dated  September  29,  1980 (File No.
          811-3098) ("Registration Statement").
    

     (2)  Not applicable

   
     (3a) Underwriting  Agreement for Variable Annuity Funds P and Q dated March
          ___, 1997. (To be included in a post-effective  amendment that will be
          filed  pursuant  to Rule  485(b)  prior to the  effectiveness  of this
          post-effective amendment to the Registration Statement.)

     (3b) Dealer  Agreements for Variable Annuity Funds P and Q. (To be included
          in a  post-effective  amendment  that will be filed  pursuant  to Rule
          485(b) prior to the effectiveness of this post-effective  amendment to
          the Registration Statement.)
    

     (3c) Underwriting  and Dealer  Agreements  for Variable  Annuity Fund M are
          incorporated  by  reference  to  Post-Effective  Amendment  No.  1  to
          Registrant's Registration Statement dated January 29, 1981.

     (3d) Participation  Agreement with  Oppenheimer  Management  Corporation is
          incorporated  by  reference  to  Post-Effective  Amendment  No.  5  to
          Registrant's Registration Statement dated April 24, 1991.

     (3e) Participation  Agreement  with Alliance  Capital  Management  Corp. is
          incorporated  by  reference  to  Post-Effective  Amendment  No.  5  to
          Registrant's Registration Statement dated April 24, 1991.

   
     (3f) Participation  Agreement  with  Variable  Insurance  Products Fund and
          Fidelity Distributors  Corporation is incorporated by reference to the
          initial  registration  statement,  form S-6EL24,  for File  333-19123,
          submitted December 31, 1996.

     (3g) Participation  Agreement with Variable  Insurance Products Fund II and
          Fidelity Distributors  Corporation is incorporated by reference to the
          initial  registration  statement,  form S-6EL24,  for File  333-19123,
          submitted December 31, 1996.
    

     (4)  The Form of Contact is incorporated  by reference to the  Registration
          Statement Filing of January 13, 1987.

     (5)  The  Contract   Application  form  is  incorporated  by  Reference  to
          Pre-Effective Amendment No. 1, filed on April 13, 1987.

   
     (6)  Certificate of Incorporation  and Bylaws are incorporated by reference
          to  the  initial  Registration  Statement,   form  S-6EL24,  for  File
          333-19123, submitted December 31,1996.
    

     (7)  Not Applicable

     (8)  Not Applicable

   
     (9)  Opinion  and Consent of Counsel as to  Legality  of  Securities  Being
          Registered. (To be included in a post-effective amendment that will be
          filed  pursuant  to Rule  485(b)  prior to the  effectiveness  of this
          post-effective amendment to the Registration Statement.)

     (10a)Written  consent  of  Independent  Auditors.  (To  be  included  in  a
          post-effective  amendment  that will be filed  pursuant to Rule 485(b)
          prior to the  effectiveness  of this  post-effective  amendment to the
          Registration Statement.)

     (10b)Written  consent  of  Independent  Auditors.  (To  be  included  in  a
          post-effective  amendment  that will be filed  pursuant to Rule 485(b)
          prior to the  effectiveness  of this  post-effective  amendment to the
          Registration Statement.)
    

     (11) Not applicable

     (12) Not applicable

     (13) Schedule of  Computation  of  Performance  Data.  (To be included in a
          post-effective  amendment  that will be filed  pursuant to Rule 485(b)
          prior to the  effectiveness  of this  post-effective  amendment to the
          Registration Statement.)

   
     (14) Financial Data Schedule. (To be included in a post-effective amendment
          that will be filed pursuant to Rule 485(b) prior to the  effectiveness
          of this post-effective amendment to the Registration Statement.)

     (15) Powers of  Attorney  for Stephen A. Carb,  Richard R.  Crowl,  John H.
          Flittie,  James T. Hale,  Wayne R. Huneke,  Kenneth U. Kuk, Richard E.
          Nolan,  Fioravante G. Perrotta,  Robert C. Salipante,  John G. Turner,
          Charles  B.   Updike,   Ross  M.  Weale  and  Steven  W.  Wishart  are
          incorporated by reference to the initial Registration Statement,  form
          S-6EL24,  for File 333-19123,  submitted  December 31, 1996.  Power of
          Attorney for R. Michael Conley is filed herein.
    




ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>

NAME                                 PRINCIPAL BUSINESS ADDRESS                 POSITIONS WITH DEPOSITOR
- ----                                 --------------------------                 ------------------------
   
<S>                                  <C>                                        <C>         
Susan M. Bergen                      20 Washington Avenue South                 Secretary
                                     Minneapolis, MN  55401

Stephen A. Carb                      529 Fifth Avenue - 7th Floor               Director
                                     New York, NY  10017

James G. Cochran                     1000 Woodbury Road, Suite 102 Woodbury,    Executive Vice President
                                     NY  11797

R. Michael Conley                    20 Washington Avenue South                 Executive Vice President and Director
                                     Minneapolis, MN  55401

Richard R. Crowl                     20 Washington Avenue South                 Senior Vice President and General Counsel
                                     Minneapolis, MN  55401                     and Director

John H. Flittie                      20 Washington Avenue South                 Vice Chairman, Chief Executive Officer,
                                     Minneapolis, MN  55401                     President and Director

James T. Hale                        777 Nicollet Mall                          Director
                                     Minneapolis, MN  55402

Wayne R. Huneke                      20 Washington Avenue South                 Vice President and Director
                                     Minneapolis, MN  55401

Kenneth U. Kuk                       20 Washington Avenue South                 Vice President and Director
                                     Minneapolis, MN  55401

Richard E. Nolan                     One Chase Manhattan Plaza                  Director
                                     New York, NY  10005

Fioravante G. Perrotta               200 Park Avenue                            Director
                                     New York, NY  10166

Robert C. Salipante                  20 Washington Avenue South                 Executive Vice President and Director
                                     Minneapolis, MN  55401

David J. Sloane                      1000 Woodbury Road, Suite 102 Woodbury,    Executive Vice President and Chief
                                     NY  11797                                  Operating Officer

John G. Turner                       20 Washington Avenue South                 Chairman of the Board and Director
                                     Minneapolis, MN  55401

Charles B. Updike                    60 East 42nd Street                        Director
                                     New York, NY  10165

Ross M. Weale                        102 Brewster Avenue, Rt. 6                 Director
                                     Carmel, NY  10512

Steven W. Wishart                    20 Washington Avenue South                 Vice President and Director
                                     Minneapolis, MN  55401
</TABLE>

ITEM 26.  PERSONS  CONTROLLED  BY OR UNDER COMMON  CONTROL WITH THE DEPOSITOR OR
          REGISTRANT
    

               The following  chart  identifies  the  subsidiaries  of ReliaStar
               Financial  Corp. and their  relationship  to one another,  all of
               which, except where indicated,  are either directly  wholly-owned
               by ReliaStar  Financial  Corp.,  except for directors  qualifying
               shares.

<TABLE>
<CAPTION>

                                                                                       OWNER AND                      STATE OF
                                     COMPANY                                          PERCENTAGE                    INCORPORATION
                                     -------                                          ----------                    -------------
<S>                                                                                   <C>                            <C>     
ReliaStar Financial Corp. Delaware
  ReliaStar Life Insurance Company ("RLIC")                                           RLR-100%                       Minnesota
       Northern Life Insurance Company ("NLIC")                                       RLIC-100%                      Washington
              Norlic, Inc.                                                            NLIC-100%                      Washington
              Nova, Inc.                                                              NLIC-100%                      Washington
       ReliaStar United Services Life Insurance Company ("RUSL")                      RLIC-100%                      Virginia
   
              ReliaStar Bankers Security Life Insurance Company ("RBSL")              RUSL-100%                      New York
    
                    North Atlantic Life Agency, Inc.                                  RBSL-100%                      New York
              Delaware Administrators, Inc.                                           RUSL-100%                      Ohio
              USL Services, Inc.                                                      RUSL-100%                      Virginia
       NWNL Benefits Corporation ("NBC")                                              RLIC-100%                      Minnesota
              NWNL Health Management Corp.                                            NBC-100%                       Minnesota
              Select Care Health Network, Inc.                                        NBC-50%                        California
       ReliaStar Mortgage Corporation ("RMC")                                         RLIC-100%                      Iowa
              James Mortgage Company                                                  RMC-100%                       Iowa
Washington Square Advisers, Inc.                                                      RLR-100%                       Minnesota
ReliaStar Investment Research, Inc.                                                   RLR-100%                       Minnesota
Washington Square Securities, Inc.                                                    RLR-100%                       Minnesota
ReliaStar Financial Marketing Corporation                                             RLR-100%                       Delaware
NWNL Northstar, Inc. ("NNI")                                                          RLR-80%                        Delaware
       Northstar Investment Management Corp.                                          NNI-80%                        Delaware
       NWNL Northstar Distributors, Inc.                                              NNI-80%                        Minnesota
       Northstar Administrators Corporation                                           NNI-80%                        Delaware
Bankers Centennial Management Corp.                                                   RLR-100%                       Virginia
IB Holdings, Inc. ("IB")                                                              RLR-100%                       Virginia
       International Risks, Inc.                                                      IB-100%                        Delaware
       Northeaster Corporation                                                        IB-100%                        Connecticut
       The New Providence Insurance Company, Limited                                  IB-100%                        Cayman Islands
       IB Resolution, Inc.                                                            IB-100%                        Virginia
Successful Money Management Seminars, Inc. ("SMMS")                                   RLR-100%                       Oregon
       Successful Money Management Software, Inc.                                     SMMS-100%                      Oregon
PrimeVest Financial Services, Inc.("PVF")                                             RLR-100%                       Minnesota
       PrimeVest Mortgage, Inc.                                                       PVF-100%                       Minnesota
       PrimeVest Insurance Agency of Alabama, Inc.                                    PVF-100%                       Alabama
       PrimeVest Insurance Agency of New Mexico, Inc.                                 PVF-100%                       New Mexico
       PrimeVest Insurance Agency of Oklahoma, Inc.                                   Kevin Kluesner-100%            Oklahoma
       PrimeVest Insurance Agency of Texas, Inc.                                      Kevin Kluesner-100%            Texas
       PrimeVest Insurance Agency of Ohio, Inc.                           Class A     Robert Chapman-100%            Ohio
                                                                          Class B     PVF-100%
       Branson Insurance Agency, Inc.                                                 PVF-100%                       Massachusetts
       Granite Investment Services, Inc.                                              PVF-100%                       Minnesota

</TABLE>




ITEM 27. NUMBER OF CONTRACT OWNERS

   
     As of _________________, there were approximately _____ Owners of qualified
Contracts and approximately  _____ Owners of non-qualified  Contracts offered by
Registrants.
    

ITEM 28. INDEMNIFICATION

     Item 22, Part II and Exhibit A(6)(a) of Registrant's Registration Statement
are hereby incorporated by reference.

     Insofar as  indemnification  for liability arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrants pursuant to the foregoing provisions,  or otherwise, the Registrants
have 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 Registrants of expenses incurred
or paid by a director,  officer of controlling  person of the Registrants 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  Registrants  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  be  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 UNDERWRITER

   
     (a) Prior to February 1, 1997,  ReliaStar Financial  Marketing  Corporation
was the principal  underwriter  of the  Contracts.  Effective  February 1, 1997,
Washington Square Securities,  Inc. ("WSSI") became the principal underwriter of
the  Contracts.  WSSI also acts as  distributor  of the (i) USLICO  Series Fund,
which  funds  variable  life  insurance  policies  of  related  companies,  (ii)
Select*Life,   Select*Life   II,   Select*Life   III,   Select*Annuity   II  and
Select*Annuity III contracts, issued by the Company's affiliate,  ReliaStar Life
Insurance Company, and (iii) Northern Life Advantage Variable Annuity, issued by
the Company's affiliate, Northern Life Insurance Company.

     (b) The directors and officers of WSSI are as follows:

        NAME                         POSITIONS AND OFFICES WITH WSSI
        ----                         -------------------------------
Roger W. Arnold                      Director
Susan M. Bergen                      Secretary
David Braun                          Assistant Vice President
Julie A. Cooney                      Assistant Treasurer
David Cox                            Assistant Secretary
Michael J. Dubes                     Director
Michael R. Fanning                   President and Chief Operating Officer
John H. Flittie                      Director and Chairman
Allen L. Kidd                        Assistant Secretary
Daniel S. Kuntz                      Assistant Treasurer
Loralee A. Renelt                    Assistant Secretary
Robert B. Saginaw                    Vice President
Robert C. Salipante                  Director
David P. Wilken                      Treasurer
Steven W. Wishart                    Director

     The principal business address of each of the foregoing  executive officers
is 20 Washington  Avenue South,  Minneapolis,  Minnesota  55401,  except for the
following  individuals whose principal business addresses are listed after their
respective names: Julie A. Cooney, 80 Tuscany Way,  Danville,  California 94506;
Michael J. Dubes, 1110 3rd Avenue, Seattle, Washington 98101; Allen L. Kidd, 222
North Arch Road, Richmond, Virginia 23236.
    

     (c) Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

   
     All accounts, books or other documents required to be maintained by Section
31(a) of the 1940 Act and the rules promulgated thereunder are maintained by the
Registrant  through ReliaStar Bankers Security Life Insurance  Company,  4601 N.
Fairfax Drive, Arlington, Virginia 22203.
    

ITEM 31. MANAGEMENT SERVICES

     Not applicable.

ITEM 32. UNDERTAKINGS

   
          (a)  The fees and charges deducted under the flexible premium variable
               annuity contract, in the aggregate, are reasonable in relation to
               the services rendered,  the expenses expected to be incurred, and
               the risks assumed by ReliaStar  Bankers  Security Life  Insurance
               Company.
    

          (b)  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 the variable annuity contracts may be accepted.

          (c)  Registrants  undertake  to  include  either  (1) as  part  of any
               application to purchase a contract  offered by the Prospectus,  a
               space  that an  applicant  can check to  request a  Statement  of
               Additional  Information,  or (2) a postcard  or  similar  written
               communication  affixed to or included in the Prospectus  that the
               applicant  can  remove  to send  for a  Statement  of  Additional
               Information.

          (d)  Registrant  undertakes  to deliver any  Statement  of  Additional
               Information  and any  financial  statements  required  to be made
               available under this form promptly upon written or oral request.

          (e)  With regard to restricted  distributions to plan  participants in
               accordance with the requirements of IRC Section  403(b)(11),  the
               Registrant,  in  respect  to a  no-action  letter  issued  by the
               Division of  Investment  Management  (No.  IP-6-88,  November 28,
               1988"), undertakes to:

               (1)  Include  appropriate  disclosure  regarding  the  redemption
                    restrictions   imposed   by  Section   403(b)(11)   in  each
                    registration  statement,  including the prospectus,  used in
                    connection with the offer of the contract;

               (2)  Include  appropriate  disclosure  regarding  the  redemption
                    restrictions  imposed  by  Section  403(b)(11)  in any sales
                    literature   used  in  connection  with  the  offer  of  the
                    contract;

               (3)  Instruct sales  representatives who solicit  participants to
                    purchase the contract  specifically  to bring the redemption
                    restrictions  imposed by Section 403(b)(11) to the attention
                    of the potential participants;

               (4)  Obtain from each plan  participant  who  purchases a Section
                    403(b)  annuity  contract,  prior  to or at the time of such
                    purchase,    a   signed   statement    acknowledgment    the
                    participant's  understanding  of  (1)  the  restrictions  on
                    redemption  imposed  by  Section  403(b)(11),  and  (2)  the
                    investment   alternatives  available  under  the  employer's
                    Section 403(b)  arrangement,  to which the  participant  may
                    elect to transfer his contract value;

               (5)  The Registrant represents that this said no-action letter is
                    being relied upon and that the  provisions of paragraphs (1)
                    - (4) above have been complied with.


                                   SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  Registrant has caused this Amendment to the Registration  Statement to be
signed on its behalf, in the City of Minneapolis and State of Minnesota, on this
28th day of February, 1997.

   
                    RELIASTAR BANKERS SECURITY VARIABLE ANNUITY
                    FUNDS M, P AND Q
                                      (Registrant)

                    By RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
                                      (Depositor)

                    By  /S/ JOHN H. FLITTIE
                        ------------------------------------
                        John H. Flittie, Vice Chairman,
                        Chief Executive Officer and President

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940,  Depositor has caused this Amendment to the  Registration  Statement to be
signed on its behalf, in the City of Minneapolis and State of Minnesota, on this
28th day of February, 1997.

                      RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
                                        (Depositor)

                      By /S/ JOHN H. FLITTIE
                         -------------------------------------
                         John H. Flittie, Vice Chairman,
                         Chief Executive Officer and President

As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement  has been signed on this 28th day of February,  1997 by the  following
directors and officers of Depositor in the capacities indicated:

<TABLE>
<CAPTION>
          <S>                                <C>                                <C>
         /S/ JOHN H. FLITTIE                 Vice Chairman, Chief Executive Officer and President
         ------------------
             John H. Flittie

         /S/ REBECCA R. CRUNK                Vice President and Controller (Principal Financial Officer)
         -------------------
             Rebecca R. Crunk


         Stephen A. Carb                    Wayne R. Huneke                     John G. Turner
         R. Michael Conley                  Kenneth U. Kuk                      Charles B. Updike
         Richard R. Crowl                   Richard E. Nolan                    Ross M. Weale
         John H. Flittie                    Fioravante G. Perrotta              Steven W. Wishart
         James T. Hale                      Robert C. Salipante
    

</TABLE>

   
Jeffrey A. Proulx by signing his name hereto,  does hereby sign this document on
behalf of each of the above-named  directors of ReliaStar  Bankers Security Life
Insurance Company pursuant to powers of attorney duly executed by such persons.
    



                                                /S/ JEFFREY A. PROULX
                                          -----------------------------------
                                          Jeffrey A. Proulx, Attorney-In-Fact




                RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
                  POWER OF ATTORNEY OF DIRECTOR AND/OR OFFICER



     The undersigned  director and/or officer of RELIASTAR BANKERS SECURITY LIFE
INSURANCE  COMPANY,  a New York  corporation,  does hereby make,  constitute and
appoint  RICHARD  R.  CROWL,  MICHAEL S.  FISCHER,  JAMES E.  NELSON,  ROBERT B.
SAGINAW, STEWART GREGG, JEFFREY A. PROULX, DEBORAH A. LJUNGKULL AND JODY A. ROSE
and   each  or  any  one  of   them,   the   undersigned's   true   and   lawful
attorneys-in-fact,  with full power of substitution,  for the undersigned and in
the  undersigned's  name,  place and stead, to sign and affix the  undersigned's
name as such director and/or officer of said Company to a Registration Statement
or Registration Statements,  under the Securities Act of 1933 (1933 Act) and the
Investment Company Act of 1940 (1940 Act) and any other forms applicable to such
registrations,  and all amendments,  including  pre-effective and post-effective
amendments,  thereto,  to be  filed by said  Company  with  the  Securities  and
Exchange Commission,  Washington,  DC, in connection with the registration under
the 1933 and 1940 Acts,  as amended,  of  variable  annuity  and  variable  life
contracts and accumulation  units in related Separate Accounts and to file those
Separate Accounts with all exhibits thereto and other supporting documents, with
said Commission,  granting unto said  attorneys-in-fact,  and each of them, full
power and  authority to do and perform any and all acts  necessary or incidental
to the performance and execution of the powers herein expressly granted.

     IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's hand
this 18th day of February, 1997.



                              /S/ R. MICHAEL CONLEY
                              ---------------------
                                  R. Michael Conley




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