BANKERS SECURITY VARIABLE ANNUITY FUNDS M P & Q
485BPOS, 1997-04-29
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                                                       Registration No. 33-11489
                                                                        811-3098
              As filed with the Securities and Exchange Commission
                                 April 30, 1997
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                         POST-EFFECTIVE AMENDMENT NO. 12
                                       TO
                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      [X]
Pre-Effective Amendment No.                                                  [ ]
   
Post-Effective Amendment No.           12                                    [X]
    

                                     and/or

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

   
Amendment No.    16                                                          [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
- --------------------------------------------------------------------------------

   
                             Jeffrey A. Proulx, Esq.
    

                ReliaStar Bankers Security Life Insurance Company
                           20 Washington Avenue South
                          Minneapolis, Minnesota 55401
                     (Name and Address of Agent of Service)



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
[X]   on April 30, 1996 pursuant to paragraph (b) of Rule 485
[ ]   60 days after filing pursuant to paragraph (a) of Rule 485
[ ]   on (date) pursuant to paragraph (a) of Rule 485.



If appropriate, check the following box:

[X]  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
   

                              CROSS REFERENCE SHEET
                             PURSUANT TO RULE 495(A)

     FORM N-4
    ITEM NUMBER     PART A HEADING IN PROSPECTUS
    -----------     ----------------------------
         <S>        <C>                  
         1.         Cover Page
         2.         Glossary of Special Terms
         3.         Summary
         4.         Condensed Financial Information
         5.         The Company; The Separate Accounts; The Funds
         6.         Summary of Contract Expenses; Charges and Other Deductions
         7.         Summary; Accumulation Period - Deferred Variable Annuities; Miscellaneous
                    Contract Provisions
         8.         Annuity Period
         9.         Death Benefit During the Accumulation Period
         10.        Purchase of Contracts; Accumulation Period - Deferred Variable Annuities
         11.        Surrenders Without Charge; Surrender and Termination; Right to Examine
                    Contract
         12.        Federal Income Tax Status
         13.        Litigation
         14.        Statement of Additional Information

                    PART B HEADING IN STATEMENT OF ADDITIONAL INFORMATION
                    -----------------------------------------------------
         15.        Cover Page
         16.        Table of Contents
         17.        General Information about the Company
         18.        Custodian and Accountants
         19.        Underwriter
         20.        Underwriter
         21.        Calculation of Performance Data
         22.        Annuity Period (in Prospectus)
         23.        Financial Statements

                    PART C HEADINGS
                    ---------------
         24.        Financial Statements and Exhibits
         25.        Directors and Officers of the Depositor
         26.        Persons Controlled by or Under Common Control with the Depositor or
                    Registrant
         27.        Number of Contract Owners
         28.        Indemnification
         29.        Principal Underwriters
         30.        Location of Accounts and Records
         31.        Management Services
         32.        Undertakings


</TABLE>

    

            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          - Money Fund
            Portfolio

</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 BY  RELIASTAR.  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 April 30, 1997,  which is incorporated  herein by reference.
The Statement of Additional  Information,  the table of contents of which is set
forth on page 32 of this Prospectus, is available without charge upon request by
writing to ReliaStar at the above address or by calling 1-800-338-7737,  and may
also be obtained by accessing the SEC's internet web site (http://www.sec.gov).

     Information  about  the  Fixed  Account  may be  found  on  page 32 of this
Prospectus.

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 30, 1997
    


                   TABLE OF CONTENTS
                   -----------------

HEADING                                                PAGE
- -------                                                ----
GLOSSARY OF SPECIAL TERMS....................................3
SUMMARY......................................................4
SUMMARY OF CONTRACT EXPENSES.................................5
CONDENSED FINANCIAL INFORMATION..............................8
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....................18
   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..........................19
   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..............................................22
   A. Annuity Commencement Date.............................22
   B. Annuity Options.......................................22
   C. Allocation of Annuity.................................23
   D. Value of an Annuity Unit..............................23
   E. Frequency and Amount of Annuity Payments..............23
   F. Assumed Investment Rate...............................24
MISCELLANEOUS CONTRACT PROVISIONS...........................24
   A. Time of Payments......................................24
   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.............................25
FEDERAL INCOME TAX STATUS...................................25
   A. Introduction..........................................25
   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...........................30
VOTING RIGHTS...............................................30
TEXAS OPTIONAL RETIREMENT PROGRAM...........................30
LITIGATION..................................................30
REGISTRATION STATEMENT......................................30
LEGAL OPINIONS..............................................31
PERFORMANCE DATA............................................31
FINANCIAL STATEMENTS........................................32
STATEMENT OF ADDITIONAL INFORMATION.........................32
THE FIXED ACCOUNT...........................................32
APPENDIX I..................................................34
APPENDIX II.................................................36
APPENDIX III................................................37


                            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 on  which  the New York  Stock  Exchange  is open for
business,  except  for a day that a  Sub-Account's  corresponding  Fund does not
value its shares.  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; 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 25).  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 18).

   
     The minimum  initial  purchase  payment  must be at least  $1,000 ($100 for
automatic payment plans) 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 $2,000,
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  $2,000 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 (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 25).

     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
<TABLE>
<CAPTION>

CONTRACT OWNER TRANSACTION EXPENSES

<S>                                                                                                                              <C>
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%

</TABLE>




   
ANNUAL FUND EXPENSES AFTER  REIMBURSEMENT1 (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                .63%                    .19%                     .82%
ALLIANCE SHORT-TERM MULTI-MARKET PORTFOLIO          .00%                    .95%                     .95%
FIDELITY CONTRAFUND PORTFOLIO                       .61%                    .13%                     .74%2
FIDELITY EQUITY INCOME PORTFOLIO                    .51%                    .07%                     .58%2
FIDELITY GROWTH PORTFOLIO                           .61%                    .08%                     .69%2
FIDELITY INVESTMENT GRADE BOND PORTFOLIO            .45%                    .13%                     .58%
FIDELITY ASSET MANAGER PORTFOLIO                    .64%                    .10%                     .74%2
FIDELITY INDEX 500 PORTFOLIO                        .13%                    .15%                     .28%
NORTHSTAR GROWTH FUND                               .75%                    .05%                     .80%
NORTHSTAR INCOME AND GROWTH FUND                    .75%                    .05%                     .80%
NORTHSTAR HIGH YIELD BOND FUND                      .75%                    .05%                     .80%
</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:
<TABLE>
<CAPTION>

      SUB-ACCOUNT                          1 YEAR         3 YEARS        5 YEARS          10 YEARS
      -----------                          ------         -------        -------          --------
<S>                                        <C>             <C>             <C>             <C> 
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

</TABLE>

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 "Premium  Taxes,"
page 18).

"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    The  expenses  listed  in the table  for the  Index  500  Sub-Account,  the
     Northstar  Growth Fund,  the Income and Growth Fund and the High Yield Bond
     Fund  are  net  of  expense  reimbursements.   Expense  reimbursements  are
     voluntary. There is no assurance of ongoing reimbursement. 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%.
    

2    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.

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                    $1.083                      8,476
              1996....................................         1.083                     1.238                    232,833
127           Northstar High Yield Bond Fund
              1995....................................         1.000                     1.008                     24,738
              1996....................................         1.008                     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                  5,478,469
              1995....................................         1.425                     1.490                  2,852,045
              1996....................................         1.490                     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                     1.983                  9,302,670
              1995....................................         1.983                     2.595                  8,372,729
              1996....................................         2.595                     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                     2.187                  7,029,356
              1995....................................         2.187                     2.599                  5,723,847
              1996....................................         2.599                     2.958                  4,479,354
147           Oppenheimer Multiple Strategies Fund
              1987....................................         1.000                     0.987                    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                     1.796                 11,651,992
              1995....................................         1.796                     2.152                  9,941,909
              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                     1.469                  9,907,933
              1995....................................         1.469                     1.483                  7,628,233
              1996....................................         1.483                     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                  1,302,876
              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                    491,096
              1992....................................         1.017                     1.080                  1,127,369
              1993....................................         1.080                     1.190                  1,397,688
              1994....................................         1.190                     1.170                  1,613,227
              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                     62,264
              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                     1.112                    167,816
              1996....................................         1.112                     1.250                    535,521
176           Fidelity Index 500 Portfolio
              1995....................................         1.000                     1.173                    400,667
              1996....................................         1.173                     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                    $1.038                     43,086
              1996....................................         1.038                     1.175                    141,640
027           Northstar High Yield Bond Fund
              1995....................................         1.000                     1.003                     35,156
              1996....................................         1.003                     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                     1.411                  2,717,190
              1995....................................         1.411                     1.469                  1,475,816
              1996....................................         1.469                     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                     2.136                 10,183,605
              1995....................................         2.136                     2.796                  8,254,376
              1996....................................         2.796                     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                     2.228                  5,483,048
              1995....................................         2.228                     2.649                  4,795,757
              1996....................................         2.649                     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                 14,855,639
              1995....................................         1.751                     2.098                 14,609,651
              1996....................................         2.098                     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                     1.470                  8,959,731
              1995....................................         1.470                     1.484                  6,517,492
              1996....................................         1.484                     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                    524,724
              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                     11,759
              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                  1,613,227
              1995....................................         1.185                     1.588                  1,778,121
              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                     1.045                      5,779
              1996....................................         1.045                     1.063                     61,107
075           Fidelity Asset Manager Portfolio
              1995....................................         1.000                     1.107                    166,628
              1996....................................         1.107                     1.244                    314,032
076           Fidelity Index 500 Portfolio
              1995....................................         1.000                     1.175                    301,011
              1996....................................         1.175                     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: 120: May 31, 1995; 127: September 8, 1995; 143: January
31, 1991; 144: June 2, 1987; 145: July 30, 1987; 146: August 28, 1987; 147: June
2, 1987; 148: November 9, 1990; 149: November 23, 1990; 150: April 3, 1995; 151:
June 22, 1995;  152: March 24, 1995;  171: May 25, 1995; 172: May 25, 1995; 174:
June 19, 1995; 175: June 8, 1995; 176: May 23, 1995; 178: November 1, 1996; 179:
November 1, 1996; 020: July 17, 1995;  027:  August 14, 1995; 043:  December 27,
1990;  044: June 2, 1987;  045: June 16, 1987;  046: June 16, 1987; 047: May 27,
1987; 048:  November 12, 1990; 049: November 26, 1990; 050: March 20, 1995; 051:
March 14, 1995;  052: March 14, 1995; 071: May 31, 1995; 072: May 16, 1995; 074:
September 16, 1995;  075:  June 1, 1995;  076: May 16, 1995;  078:  November 12,
1996; 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 or its affiliates 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 and certain of the Company's
insurance  company  affiliates.  These  amounts are intended to  compensate  the
Company  or  the  Company's  affiliates  for  administrative,   record  keeping,
distribution,  and other  services  provided by such parties to the Funds and/or
the Funds' affiliates. 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  Contract,  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.

OPPENHEIMER 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).  The  investments,
commonly  known  as  "junk  bonds,"  will  principally  be in the  lower  rating
categories.  These securities may be subject to greater market  fluctuations and
risk of loss of income and  principal  than  lower-yielding,  higher rated fixed
income  securities,  while providing higher yield than such securities.  Consult
the High Income Fund's prospectus for further details.

     (3) BOND FUND. The investment  objective is 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.  The  Strategic  Bond Fund  intends to invest a portion of its
assets in  lower-rated,  high yield domestic debt  securities  commonly known as
"junk  bonds"  which are  subject to a greater  risk of loss of  non-payment  of
principal and interest than higher-rated securities.  Consult the Strategic Bond
Fund's prospectus for further details.
    

     (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 nineteen 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 offered by
Northstar  Variable  Trust:  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 Northstar  Income and Growth Fund
and is responsible for the day-to-day  investment  management of this 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.  Under normal  conditions,  the Fund will seek its
investment  objective  by  investing  at  least  65%  of  its  total  assets  in
higher-yielding,  lower-rated U.S. dollar denominated debt securities, which may
involve high risk and are predominantly  speculative in nature. These securities
are  commonly  known  as  "junk  bonds."  Consult  the High  Yield  Bond  Fund's
prospectus for further details.
    

                              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.
    

     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. 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 22).

                          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 (Surrender 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. For purposes of determining
if a  Surrender  Charge  is due upon a  partial  or  complete  withdrawal,  each
purchase  payment  is  treated  separately  and is  measured  from  the date the
purchase payment is received by the Company. Any Surrender Charge imposed upon a
withdrawal of purchase  payments is on a "first in - first out" basis.  In other
words,  for the purposes of determining the Surrender  Charge,  surrenders shall
first be taken from purchase payments received earliest by the Company until the
amount of such payments is exhausted, and thereafter from purchase payments next
earliest received. 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 26). 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 each  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").  The "No
Charge Amount" is also  applicable to all  subsequent  payments which are in the
Contract for more than twelve months.  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.

<TABLE>
<CAPTION>

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

                                         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
         ----------------                 ------------------               ---------------------
             Years                        %             Amount             Amount           Rate
<S>           <C>                         <C>           <C>                <C>               <C>
              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  certain  contract  charges,  as
described   below,  in  accordance  with  Company   policies  in  the  following
circumstances:

     (1)  Where a  variable  annuity  contract  issued  by the  Company,  or any
affiliated life insurance company, has no applicable surrender charge, the owner
may  transfer  values in his  contract to purchase a variable  annuity  Contract
offered by this Prospectus and the Surrender  Charge will not apply to the newly
issued Contract; or

     (2) Where a life insurance or annuity  contract  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
use the  proceeds  to  purchase  a  variable  annuity  Contract  offered by this
Prospectus.  A Surrender Charge will not apply to the  newly-issued  contract if
the purchase is made within two years from the date the proceeds  have been paid
out.

     These waivers of charges may not be available in all states.
    

     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 25);

     (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
25); and

   
     (c) is a factor representing the charges deducted for mortality and expense
risks (see  "Mortality  and Expense Risk  Charges," page 18). 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 34.)
    

     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 an Owner may transfer a portion or all of a
Sub-Account's  Contract Value between  Sub-Accounts within that Separate Account
or to the Fixed  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 any seventeen of the 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) by
telephone or facsimile exchange  instructions to ReliaStar by the Contract Owner
or the broker of record for an account, if ReliaStar has received an application
or Telephone/Fax  Exchange Form  authorizing  telephone or fax exchanges for the
account. Any requests via fax are considered telephone requests and are bound by
the  conditions  in the  Telephone/Fax  Exchange  Form you sign.  Any fax should
include your name,  daytime telephone number,  contract number, and the names of
the  Sub-Accounts  from which and to which  money will be  transferred,  and the
allocation percentage.  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 25).

     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 24). (For information as to Federal
tax  consequences  resulting from  surrenders,  see "Federal Income Tax Status,"
page 25; 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 36.)

     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 37.)

     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 38, 39 and 40, 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
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 27. 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 22).  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:
<TABLE>
<CAPTION>

<S>                                                                                                                      <C>
   
         General Information About the Company.....................................................................    S-2
         Custodian and Accountants.................................................................................    S-2
         Underwriter...............................................................................................    S-2
         Calculation of Performance Data...........................................................................    S-2
         Financial Statements......................................................................................    S-9
    

</TABLE>

     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.


                                                             APPENDIX I
<TABLE>
<CAPTION>

                                                             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>


<TABLE>
<CAPTION>


                                                             EXAMPLE B

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

Accumulation Unit Value       =    A x B

Where:

<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>


<TABLE>
<CAPTION>


                                                            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

Where:

<S>  <C>   <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.

<TABLE>
<CAPTION>

                                                            APPENDIX III

                                                             EXAMPLE A

                                              FORMULA AND ILLUSTRATION FOR DETERMINING
                                                         ANNUITY VALUE OF A
                                                          SEPARATE ACCOUNT

Annuity Unit Value = A x B x C

Where:

<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>

<TABLE>
<CAPTION>


                                                             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


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>

<TABLE>
<CAPTION>

                                                             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

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>

<TABLE>
<CAPTION>

                                                             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

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

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

</TABLE>


          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

   
                                 April 30, 1997
    

     This Statement of Additional  Information is not a Prospectus and should be
read in conjunction with the Contract's Prospectus,  dated April 30, 1997, which
is available  without  charge by  contacting  ReliaStar  Bankers  Security  Life
Insurance Company at the above address or telephone number.



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


HEADING                                                                                                                         PAGE
- -------                                                                                                                         ----
<S>                                                                                                                             <C>
GENERAL INFORMATION ABOUT THE COMPANY...........................................................................................S-2

CUSTODIAN AND ACCOUNTANTS.......................................................................................................S-2

UNDERWRITER.....................................................................................................................S-2

CALCULATION OF PERFORMANCE DATA.................................................................................................S-2

FINANCIAL STATEMENTS............................................................................................................S-9

</TABLE>

                      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 ACCOUNTANTS
    

     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 annual  financial  statements of ReliaStar  Bankers  Security  Variable
Annuity Funds P and Q as of December 31, 1996, which are incorporated  herein by
reference in the Statement of Additional  Information,  and the annual financial
statements  of  ReliaStar,  which are included in the  Statement  of  Additional
Information,  have been audited by Deloitte & Touche LLP, independent  auditors,
as stated in their  reports,  which are  incorporated  by reference and included
herein,  and have been so incorporated and included in reliance upon the reports
of such  firm,  which  reports  are given  upon  their  authority  as experts in
accounting and auditing.  From 1987 to 1994, KPMG Peat Marwick LLP served as the
independent auditors for the Separate Accounts.
    


                                   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,"  on  page 16 of the
Prospectus).  Commissions  paid to  these  and  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:

   
         Non-Qualified Contracts           Qualified Contracts

         Yield:            3.08%           Yield:            3.08%
         Effective Yield:  3.12%           Effective Yield:  3.12%
    

Standardized Yield:

     A standardized  yield  computation may be used for the Northstar High Yield
Bond Fund, the Oppenheimer  Strategic Bond,  Fund, the Oppenheimer Bond Fund and
the Fidelity Investment Grade Bond Portfolio  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  the Northstar High Yield Bond
Fund, the  Oppenheimer  Strategic Bond Fund, the  Oppenheimer  Bond Fund and the
Fidelity  Investment  Grade  Bond  Portfolio  Sub-Accounts  for the month  ended
December 31, 1996:
<TABLE>
<CAPTION>

   
Non-Qualified Contracts:                              Qualified Contracts:
<S>                                         <C>       <C>                                        <C>   
Northstar High Yield Bond Fund:             59.18%    Northstar High Yield Bond Fund:            53.39%
Oppenheimer Strategic Bond Fund             31.89%    Oppenheimer Strategic Bond Fund            35.31%
Oppenheimer Bond Fund                       21.97%    Oppenheimer Bond Fund                      25.48%
Fidelity Investment Grade Bond Portfolio     -.93%    Fidelity Investment Grade Bond Portfolio      -.73%
    

</TABLE>

     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 EIGHT  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.

<TABLE>
<CAPTION>


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

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                           -3.14%            2.02%               N/A                   5.13%
(Inception: 5/27/87

Oppenheimer High Income Fund                     5.58%             12.42%              N/A                   13.80%
(Inception: 6/16/87

Oppenheimer Bond Fund                           -3.80%              N/A                N/A                   3.77%
(Inception: 3/14/95)

Oppenheimer Strategic Bond Fund                  2.68%              N/A                N/A                   8.94%
(Inception: 3/20/95)

Oppenheimer Capital Appreciation Fund            10.92%            14.20%              N/A                   15.10%
(Inception: 6/16/87)

Oppenheimer Growth Fund                          14.56%             N/A                N/A                   23.93%
(Inception: 3/14/95)

Oppenheimer Multiple Strategies Fund             5.46%             9.33%               N/A                   10.64%
(Inception: 5/27/87)

Oppenheimer Global Securities Fund               7.68%             9.95%               N/A                   8.78%
(Inception: 11/12/90)

Alliance Growth and Income Portfolio            13.29%             12.77%              N/A                   11.10%
(Inception: 12/27/90)

Alliance Short-Term Multi-Market Portfolio       0.50%             1.14%               N/A                   2.02%
(Inception: 11/26/90)

Fidelity Contrafund Portfolio                     N/A               N/A                N/A                  -4.87%
(Inception: 11/12/96)

Fidelity Equity Income Portfolio                 4.42%              N/A                N/A                   13.11%
(Inception: 5/16/95)

Fidelity Growth Portfolio                        4.98%              N/A                N/A                   14.76%
(Inception: 5/31/95)

Fidelity Investment Grade Bond Portfolio         -5.44%             N/A                N/A                   -1.04%
(Inception: 9/16/95)

Fidelity Asset Manager Portfolio                 4.21%              N/A                N/A                   10.13%
(Inception: 6/1/95)

Fidelity Index 500 Portfolio                    11.67%              N/A                N/A                   19.25%
(Inception: 5/16/95)

Northstar Growth Fund                             N/A               N/A                N/A                   -5.88%
(Inception: 12/10/96)

Northstar Income and Growth Fund                 4.71%              N/A                N/A                   6.39%
(Inception: 7/17/95)

Northstar High Yield Bond Fund                  10.96%              N/A                N/A                   8.63%
(Inception: 8/14/95)


NON-QUALIFIED PLANS                                  FOR THE      FOR THE 5-YEAR   FOR THE 10-YEAR   FOR THE PERIOD FROM DATE
                                                  1-YEAR PERIOD    PERIOD ENDED     PERIOD ENDED          OF INCEPTION OF
SUB-ACCOUNT                                       ENDED 12/31/96     12/31/96          12/31/96       SUB-ACCOUNT TO 12/31/96
- -----------                                       --------------     --------          --------       -----------------------

Oppenheimer Money Fund                               -3.68%            2.22%             N/A                   5.23%
(Inception:  6/2/87)

Oppenheimer High Income Fund                          5.58%           12.42%             N/A                  13.84%
(Inception:  8/28/87)

Oppenheimer Bond Fund                                -3.81%             N/A              N/A                   0.35%
(Inception: 6/22/95)

Oppenheimer Strategic Bond Fund                       2.67%             N/A              N/A                   8.86%
(Inception: 4/3/95)

Oppenheimer Capital Appreciation Fund                10.86%           13.97%             N/A                  14.24%
(Inception:  7/30/87)

Oppenheimer Growth Fund                              14.56%             N/A              N/A                  22.82%
(Inception: 3/24/95)

Oppenheimer Multiple Strategies Fund                 5.43%             9.33%             N/A                  11.08%
(Inception: 6/2/87)

Oppenheimer Global Securities Fund                   7.60%             9.94%             N/A                   8.75%
(Inception: 11/9/90)

Alliance Growth and Income Portfolio                 13.25%           12.59%             N/A                  10.84%
(Inception: 1/31/91)

Alliance Short-Term Multi-Market Portfolio             .50%            1.14%             N/A                   2.06%
(Inception: 11/23/90)

Fidelity Contrafund Portfolio                          N/A              N/A              N/A                  -1.80%
(Inception: 11/1/96)

Fidelity Equity Income Portfolio                     4.42%              N/A              N/A                  13.52%
(Inception: 5/25/95)

Fidelity Growth Portfolio                            4.98%              N/A              N/A                  13.10%
(Inception: 5/25/95)

Fidelity Investment Grade Bond Portfolio             -5.28%             N/A              N/A                  -0.05%
(Inception: 6/19/95)

Fidelity Asset Manager Portfolio                     4.21%              N/A              N/A                  10.47%
(Inception: 6/8/95)

Fidelity Index 500 Portfolio                        11.67%              N/A              N/A                  19.16%
(Inception: 5/23/95)

Northstar Growth Fund                                  N/A              N/A              N/A                  -5.05%
(Inception: 11/1/96)

Northstar Income and Growth Fund                      5.64%             N/A              N/A                   9.21%
(Inception: 5/31/95)

Northstar High Yield Bond Fund                        10.11%            N/A              N/A                   8.99%
(Inception: 9/8/95)


     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

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                               4.15%               2.85%                N/A                    5.13%
(Inception: 5/27/87

Oppenheimer High Income Fund                        13.52%              13.34%                N/A                    13.80%
(Inception: 6/16/87

Oppenheimer Bond Fund                                3.44%                N/A                 N/A                    8.17%
(Inception: 3/14/95)

Oppenheimer Strategic Bond Fund                     10.40%                N/A                 N/A                    13.55%
(Inception: 3/20/95)

Oppenheimer Capital Appreciation Fund               19.27%              15.14%                N/A                    15.10%
(Inception: 6/16/87)

Oppenheimer Growth Fund                             23.18%                N/A                 N/A                    56.52%
(Inception: 3/14/95)

Oppenheimer Multiple Strategies Fund                13.40%              10.22%                N/A                    10.64%
(Inception: 5/27/87)

Oppenheimer Global Securities Fund                  15.79%              10.85%                N/A                    9.32%
(Inception: 11/12/90)

Alliance Growth and Income Portfolio                21.82%              13.70%                N/A                    11.67%
(Inception: 12/27/90)

Alliance Short-Term Multi-Market Portfolio           8.07%               1.97%                N/A                    2.53%
(Inception: 11/26/90)

Fidelity Contrafund Portfolio                         N/A                 N/A                 N/A                    2.29%
(Inception: 11/12/96)

Fidelity Equity Income Portfolio                    12.28%                N/A                 N/A                    18.42%
(Inception: 5/16/95)

Fidelity Growth Portfolio                           12.88%                N/A                 N/A                    20.15%
(Inception: 5/31/95)

Fidelity Investment Grade Bond Portfolio             1.68%                N/A                 N/A                    6.13%
(Inception: 9/16/95)

Fidelity Asset Manager Portfolio                    12.05%                N/A                 N/A                    15.59%
(Inception: 6/1/95)

Fidelity Index 500 Portfolio                        20.08%                N/A                 N/A                    24.84%
(Inception: 5/16/95)

Northstar Growth Fund                                 N/A                 N/A                 N/A                    1.21%
(Inception: 12/10/96)

Northstar Income and Growth Fund                    12.60%                N/A                 N/A                    11.98%
(Inception: 7/17/95)

Northstar High Yield Bond Fund                      19.31%                N/A                 N/A                    14.70%
(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                            3.57%             3.06%             N/A                    5.23%
(Inception:  6/2/87)

Oppenheimer High Income Fund                      13.52%           13.34%             N/A                   13.84%
(Inception:  8/28/87)

Oppenheimer Bond Fund                             3.43%              N/A              N/A                    5.63%
(Inception: 6/22/95)

Oppenheimer Strategic Bond Fund                   10.40%             N/A              N/A                   13.71%
(Inception: 4/3/95)

Oppenheimer Capital Appreciation Fund             19.20%           14.90%             N/A                   14.24%
(Inception:  7/30/87)

Oppenheimer Growth Fund                           23.18%             N/A              N/A                   28.02%
(Inception: 3/24/95)

Oppenheimer Multiple Strategies Fund              13.37%           10.23%             N/A                   11.08%
(Inception: 6/2/87)

Oppenheimer Global Securities Fund                15.70%           10.84%             N/A                    9.29%
(Inception: 11/9/90)

Alliance Growth and Income Portfolio              21.78%           13.51%             N/A                   11.61%
(Inception: 1/31/91)

Alliance Short-Term Multi-Market Portfolio        8.07%             1.97%             N/A                    2.57%
(Inception: 11/23/90)

Fidelity Contrafund Portfolio                      N/A               N/A              N/A                    5.59%
(Inception: 11/1/96)

Fidelity Equity Income Portfolio                  12.28%             N/A              N/A                   18.85%
(Inception: 5/25/95)

Fidelity Growth Portfolio                         12.88%             N/A              N/A                   18.40%
(Inception: 5/25/95)

Fidelity Investment Grade Bond Portfolio          1.85%              N/A              N/A                    4.91%
(Inception: 6/19/95)

Fidelity Asset Manager Portfolio                  12.05%             N/A              N/A                   15.95%
(Inception: 6/8/95)

Fidelity Index 500 Portfolio                      20.08%             N/A              N/A                   24.75%
(Inception: 5/23/95)

Northstar Growth Fund                              N/A               N/A              N/A                    2.10%
(Inception: 11/1/96)

Northstar Income and Growth Fund                  13.60%             N/A              N/A                   14.33%
(Inception: 5/31/95)

Northstar High Yield Bond Fund                    18.40%             N/A              N/A                   15.51%
(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.

   
     EFFECT  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 incorporates by reference Financial
Statements of the ReliaStar  Bankers Security Variable Annuity Funds P and Q for
The USA Plan as of December 31, 1996 and for each of the two years in the period
then ended.  Deloitte & Touche LLP served as independent  auditors for the years
ended  December  31,  1996 and 1995.  From 1987 to 1994,  KPMG Peat  Marwick LLP
served as the independent auditors for the Separate Accounts.
    

     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.





                   RELIASTAR BANKERS SECURITY VARIABLE ANNUITY
                         FUNDS P AND Q FOR THE USA PLAN

                          Independent Auditors' Report*
                      Statements of Assets and Liabilities*
               Statements of Operations and Changes in Net Assets*
                         Notes to Financial Statements*
                                December 31, 1996




*    Incorporated  by  reference  to the  Registrant's  1996  Annual  Report  to
     Variable  Annuity  Contract  Owners filed on March 7, 1997,  except for the
     Independent  Auditors'  report of KPMG Peat  Marwick LLP dated  February 9,
     1995 with  regard to the  accumulation  unit  values  for each of the eight
     years for the period ended December 31, 1994, which is set forth herein.



INDEPENDENT AUDITORS' REPORT

Board of Directors  and Contract  Owners  ReliaStar  Bankers  Security  Variable
Annuity Funds P and Q:


     We have audited the  statements of assets and  liabilities  and the related
statements of operations and changes in net assets of ReliaStar Bankers Security
Variable  Annuity  Funds P and Q for The USA  Plan  (formerly  Bankers  Security
Variable  Annuity Funds P and Q) as of and for the year ended  December 31, 1994
(not  presented  herein),  and the  accumulation  unit  values of the  ReliaStar
Bankers Security Variable Annuity Funds P and Q for The USA Plan for each of the
years in the  eight-year  period ended  December  31, 1994,  included in note 7.
These financial statements are the responsibility of the Fund's management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial position of the funds constituting the
ReliaStar Bankers Security Variable Annuity Funds P and Q for The USA Plan as of
December 31, 1994,  and the results of operations  and the changes in net assets
for  the  year  ended  December  31,  1994  (not  presented  herein),   and  the
accumulation  unit values for each of the years in the  eight-year  period ended
December 31, 1994,  included in note 7, in conformity  with  generally  accepted
accounting principles.



/s/KPMG Peat Marwick LLP
Washington, DC
February 9, 1995



INDEPENDENT AUDITORS' REPORT


Board of Directors and Shareholder
ReliaStar Bankers Security Life Insurance Company
(A Wholly Owned Subsidiary of ReliaStar United Services Life Insurance Company)
Woodbury, New York


     We have  audited  the  accompanying  balance  sheets of  ReliaStar  Bankers
Security  Life  Insurance  Company as of  December  31,  1996 and 1995,  and the
related  statements of income,  shareholder's  equity and cash flows for each of
the two years in the period ended December 31, 1996. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial position of ReliaStar Bankers Security
Life  Insurance  Company as of December 31, 1996 and 1995 and the results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 1996, in conformity with generally accepted accounting principles.

     As discussed in Note 2 to the financial statements, on January 17, 1995 the
Company was acquired by ReliaStar  Financial Corp.  (ReliaStar) and consequently
the financial  statements  reflect a new basis of  accounting.  In addition,  in
December 1995 The North Atlantic Life Insurance Company of America, a subsidiary
of ReliaStar  was merged into the  Company.  The merger was  accounted  for in a
manner similar to a pooling of interests.




/s/Deloitte & Touche LLP
Minneapolis, Minnesota
March 31, 1997


<TABLE>
<CAPTION>


BALANCE SHEETS
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)

                                                                                            DECEMBER 31
                                                                                            -----------
(IN MILLIONS)                                                                         1996                  1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                   <C>    
ASSETS
INVESTMENTS
Fixed Maturity Securities (Amortized Cost: 1996, $1,297.5; 1995, $1,308.6)        $1,356.7              $1,413.4
Equity Securities (Cost: 1996, $6.5; 1995, $5.8)                                       7.3                   6.6
Mortgage Loans on Real Estate                                                        276.3                 233.9
Real Estate                                                                            1.6                   7.2
Policy Loans                                                                          73.4                  68.5
Other Invested Assets                                                                  5.6                   4.9
Short-Term Investments                                                                 8.7                  14.7
- ----------------------------------------------------------------------------------------------------------------
       Total Investments                                                           1,729.6               1,749.2
- ----------------------------------------------------------------------------------------------------------------
Cash                                                                                  (4.7)                 13.6
Accounts and Notes Receivable                                                          6.1                  13.4
Reinsurance Receivable                                                                26.1                  32.1
Deferred Policy Acquisition Costs                                                    131.8                 113.5
Present Value of Future Profits                                                       53.3                  39.7
Property and Equipment, Net                                                            7.9                   7.8
Accrued Investment Income                                                             25.1                  25.7
Goodwill                                                                              16.9                  17.3
Other Assets                                                                           1.5                   8.4
Assets Held in Separate Accounts                                                     403.3                 272.9
- ----------------------------------------------------------------------------------------------------------------
       TOTAL ASSETS                                                               $2,396.9              $2,293.6
================================================================================================================

LIABILITIES
Future Policy and Contract Benefits                                               $1,575.0              $1,607.3
Pending Policy Claims                                                                 22.5                  24.0
Other Policyholder Funds                                                               8.7                   5.7
Income Taxes                                                                          28.6                  30.4
Other Liabilities                                                                     23.5                  29.4
LIABILITIES RELATED TO SEPARATE ACCOUNTS                                             400.8                 269.8
- ----------------------------------------------------------------------------------------------------------------
       Total Liabilities                                                           2,059.1               1,966.6
- ----------------------------------------------------------------------------------------------------------------

SHAREHOLDER'S EQUITY
Common Stock (1.4 Million Shares Issued and Outstanding)                               2.8                   2.8
Additional Paid-In Capital                                                           165.4                 165.4
Net Unrealized Investment Gains                                                       28.0                  41.8
Retained Earnings                                                                    141.6                 117.0
- ----------------------------------------------------------------------------------------------------------------
Total Shareholder's Equity                                                           337.8                 327.0
- ----------------------------------------------------------------------------------------------------------------
       TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY                                 $2,396.9              $2,293.6
================================================================================================================

</TABLE>


The accompanying notes are an integral part of the financial statements.


STATEMENTS OF INCOME
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)
<TABLE>
<CAPTION>

                                                                                       YEAR ENDED DECEMBER 31
                                                                                       ----------------------
(IN MILLIONS)                                                                         1996                  1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                   <C>  
REVENUES
Premiums                                                                           $  47.1               $  53.4
Net Investment Income                                                                137.0                 134.0
Realized Investment Gains                                                              3.5                    .4
Policy and Contract Charges                                                           65.7                  59.4
Other Income                                                                           2.0                   1.7
- ----------------------------------------------------------------------------------------------------------------
     Total                                                                           255.3                 248.9
- ----------------------------------------------------------------------------------------------------------------

BENEFITS AND EXPENSES
Benefits to Policyholders                                                            154.1                 163.2
Sales and Operating Expenses                                                          44.8                  30.9
Amortization of Deferred Policy Acquisition Costs
     and Present Value of Future Profits                                              18.0                  18.4
Dividends and Experience Refunds to Policyholders                                        -                    .4
- ----------------------------------------------------------------------------------------------------------------
     Total                                                                           216.9                 212.9
- ----------------------------------------------------------------------------------------------------------------
Income before Income Taxes                                                            38.4                  36.0
Income Tax Expense                                                                    13.8                  13.4
- ----------------------------------------------------------------------------------------------------------------
     NET INCOME                                                                    $  24.6               $  22.6
================================================================================================================

</TABLE>

The accompanying notes are an integral part of the financial statements.


STATEMENTS OF SHAREHOLDER'S EQUITY
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)
<TABLE>
<CAPTION>

                                                                                      YEAR ENDED DECEMBER 31
                                                                                      ----------------------
(IN MILLIONS)                                                                           1996            1995
- ------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>            <C>     
COMMON STOCK
Beginning and End of Year                                                            $   2.8        $    2.8
- ------------------------------------------------------------------------------------------------------------

ADDITIONAL PAID-IN CAPITAL
Beginning of Year                                                                      165.4            47.4
Purchase Accounting Adjustment                                                             -            78.8
Merger with Affiliate                                                                      -            39.2
- ------------------------------------------------------------------------------------------------------------
    End of Year                                                                        165.4           165.4
- ------------------------------------------------------------------------------------------------------------

NET UNREALIZED INVESTMENT GAINS (LOSSES)
Beginning of Year                                                                       41.8           (13.1)
Purchase Accounting Adjustment                                                             -            13.1
Merger with Affiliate                                                                      -            (9.9)
Change for the Year                                                                    (13.8)           51.7
- ------------------------------------------------------------------------------------------------------------
    End of Year                                                                         28.0            41.8
- ------------------------------------------------------------------------------------------------------------

FOREIGN CURRENCY TRANSLATION ADJUSTMENTS
Beginning of Year                                                                          -            (1.9)
Purchase Accounting Adjustment                                                             -             1.9
- ------------------------------------------------------------------------------------------------------------
End of Year                                                                                -               -
- ------------------------------------------------------------------------------------------------------------

RETAINED EARNINGS
Beginning of Year                                                                      117.0           113.4
Purchase Accounting Adjustment                                                             -          (113.4)
Merger With Affiliate                                                                      -            94.4
Net Income                                                                              24.6            22.6
- ------------------------------------------------------------------------------------------------------------
    End of Year                                                                        141.6           117.0
- ------------------------------------------------------------------------------------------------------------

    TOTAL SHAREHOLDER'S EQUITY                                                       $ 337.8        $  327.0
============================================================================================================

</TABLE>

The accompanying notes are an integral part of the financial statements.


STATEMENTS OF CASH FLOWS
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)
<TABLE>
<CAPTION>

                                                                                       YEAR ENDED DECEMBER 31
                                                                                       ----------------------
(IN MILLIONS)                                                                         1996                  1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                   <C>    
OPERATING ACTIVITIES
Net Income                                                                         $  24.6               $  22.6
Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities
       Interest Credited to Insurance Contracts                                       75.1                  77.2
       Future Policy Benefits                                                        (59.6)                (39.2)
       Capitalization of Policy Acquisition Costs                                    (26.5)                (26.1)
       Amortization of Deferred Policy Acquisition Costs
          and Present Value of Future Profits                                         18.0                  18.4
       Deferred Income Taxes                                                           6.2                   3.9
       Net Change in Receivables and Payables                                          9.0                 (12.0)
       Other Assets                                                                    7.9                   (.1)
       Realized Investment Gains, Net                                                 (3.5)                  (.4)
       OTHER                                                                           (.2)                  (.1)
- ----------------------------------------------------------------------------------------------------------------
   Net Cash Provided by Operating Activities                                          51.0                  44.2
- ----------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Proceeds from Sales of Fixed Maturity Securities                                      24.6                  15.7
Proceeds from Maturities or Repayment of Fixed Maturity Securities
   Available-for-Sale                                                                134.6                  67.7
   Held-to-Maturity                                                                      -                  41.9
Cost of Fixed Maturity Securities Acquired
   Available-for-Sale                                                               (146.5)               (107.5)
   Held-to-Maturity                                                                      -                 (41.8)
Sale (Purchases) of Equity Securities, Net                                             (.7)                  2.3
Proceeds of Mortgage Loans Sold, Matured or Repaid                                    40.9                  36.0
Cost of Mortgage Loans Acquired                                                      (83.4)                (57.3)
Sales of Real Estate, Net                                                              6.8                    .1
Policy Loans Issued, Net                                                              (4.9)                 (8.6)
Sales of Other Invested Assets, Net                                                     .8                  16.3
Sales (Purchases) of Short-Term Investments, Net                                       6.0                 (11.0)
Cash Acquired with Merger of Affiliate                                                   -                    .6
- ----------------------------------------------------------------------------------------------------------------
   Net Cash Used by Investing Activities                                             (21.8)                (45.6)
- ----------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Deposits to Insurance Contracts                                                      134.9                 154.3
Maturities and Withdrawals from Insurance Contracts                                 (182.4)               (141.9)
- ----------------------------------------------------------------------------------------------------------------
Net Cash Provided (Used) by Financing Activities                                     (47.5)                 12.4
- ----------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash                                                          (18.3)                 11.0
Cash at Beginning of Year                                                             13.6                   2.6
- ----------------------------------------------------------------------------------------------------------------
Cash at End of Year                                                                $  (4.7)              $  13.6
================================================================================================================

</TABLE>

The accompanying notes are an integral part of the financial statements.


NOTES TO FINANCIAL STATEMENTS
RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
(A WHOLLY OWNED SUBSIDIARY OF RELIASTAR UNITED SERVICES LIFE INSURANCE COMPANY)

NOTE 1. CHANGES IN ACCOUNTING PRINCIPLES

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED  ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF

Effective  January 1, 1996,  ReliaStar  Bankers Security Life Insurance  Company
(Bankers  Security or the Company)  adopted  Statement  of Financial  Accounting
Standards  (SFAS) No. 121,  "Accounting for the Impairment of Long-Lived  Assets
and  for  Long-Lived  Assets  to Be  Disposed  Of."  SFAS  No.  121  establishes
accounting   standards  for  the  impairment  of  long-lived   assets,   certain
identifiable  intangibles,  and goodwill  related to those assets to be held and
used and for  long-lived  assets  and  certain  identifiable  intangibles  to be
disposed  of.  This  Statement  requires  that  long-lived  assets  and  certain
identifiable  intangibles  to be held  and used by an  entity  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying amount of an asset may not be recoverable. Measurement of an impairment
loss for long-lived  assets and identifiable  intangibles that an entity expects
to hold and use  should  be based on the  fair  value of the  asset.  Long-lived
assets and certain  identifiable  intangibles to be disposed of must be reported
at the lower of carrying amount or fair value less cost to sell. The adoption of
this standard did not have a significant  effect on the financial results of the
Company.

ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN

Effective  January 1, 1995,  the Company  adopted SFAS No. 114,  "Accounting  by
Creditors for  Impairment of a Loan" and SFAS No. 118,  "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures." SFAS No. 114 and
SFAS No.  118  require a company to measure  impairment  based upon the  present
value of expected future cash flows discounted at the loan's effective  interest
rate, the loan's  observable market price or the fair value of the collateral if
the loan is collateral dependent. If foreclosure is probable, the measurement of
impairment must be based upon the fair value of the collateral.  The adoption of
these  standards did not have a significant  effect on the financial  results of
the Company.

NOTE 2. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS
The Company is principally  engaged in the business of providing life insurance,
annuities and related financial service products. The Company operates primarily
in the United States and is authorized to conduct business in all 50 states.

BASIS OF PRESENTATION
The Company is a  wholly-owned  subsidiary  of ReliaStar  United  Services  Life
Insurance  Company  (United  Services)  which is a  wholly-owned  subsidiary  of
ReliaStar  Life Insurance  Company  (ReliaStar  Life) whose  ultimate  parent is
ReliaStar  Financial Corp.  (ReliaStar).  Bankers Security,  United Services and
ReliaStar Life were formerly known as Bankers  Security Life Insurance  Society,
United Services Life Insurance Company and Northwestern  National Life Insurance
Company,  respectively.  Prior to January 17, 1995 the Company's ultimate parent
was USLICO Corporation (USLICO).

On January  17,  1995,  ReliaStar  acquired  USLICO and  contributed  all of the
capital stock of United  Services and Bankers  Security to ReliaStar  Life.  The
North Atlantic Life Insurance  Company of America  (NALIC),  an affiliate of the
Company and a  wholly-owned  subsidiary  of  ReliaStar  Life was merged into the
Company pursuant to a statutory merger (the Merger) which became effective as of
December 28, 1995. The financial statements for the year ended December 31, 1995
reflect the effects of the merger of NALIC into the Company, which was accounted
for in a manner similar to a pooling of interests, as of January 1, 1995.

The financial statements also reflect a new basis of accounting for the accounts
of the Company (excluding  NALIC).  Under the new basis of accounting the assets
and liabilities of the Company  (excluding NALIC) were valued at their estimated
fair value as of the date USLICO was acquired.  The excess of the purchase price
allocated to the Company (excluding NALIC) over the fair value of the net assets
acquired is  reflected as goodwill on the balance  sheets.  This is known as the
purchase method of accounting under  Accounting  Principles Board Opinion No. 16
pushed down to the subsidiary's financial statements (push-down accounting).

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities,  the  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

INVESTMENTS

Fixed maturity securities (bonds and redeemable preferred stocks) are classified
as available-for-sale and are valued at fair value.

Equity securities (common stocks and nonredeemable  preferred stocks) are valued
at fair value.

Mortgage  loans on real estate are carried at amortized  cost less an impairment
allowance for estimated uncollectible amounts.

Investment  real  estate  owned  directly by the Company is carried at cost less
accumulated  depreciation  and  allowances  for  estimated  losses.  Real estate
acquired  through  foreclosure  is  carried  at the  lower  of fair  value  less
estimated costs to sell or cost.

Short-term investments are carried at amortized cost.

Unrealized  investment gains and losses of equity  securities and fixed maturity
securities  classified as  available-for-sale,  net of related  deferred  policy
acquisition costs (DAC), present value of future profits (PVFP) and tax effects,
are accounted for as a direct increase or decrease in shareholder's equity.

Realized investment gains and losses enter into the determination of net income.
Realized  investment  gains and losses on sales of securities  are determined on
the specific  identification  method.  Write-offs of investments that decline in
value below cost on other than a temporary basis and the change in the allowance
for  mortgage  loans and wholly  owned real estate are  included  with  realized
investment gains and losses in the Statements of Income.

The Company records  write-offs or allowances for its investments  based upon an
evaluation of specific problem investments.  The Company reviews, on a continual
basis, all invested assets  (including  marketable  bonds,  private  placements,
mortgage loans and real estate  investments) to identify  investments  where the
Company has credit concerns.  Investments with credit concerns include those the
Company has identified as problem investments,  which are issues delinquent in a
required payment of principal or interest,  issues in bankruptcy or foreclosure,
and restructured or foreclosed assets.  The Company also identifies  investments
as potential  problem  investments,  which are investments where the Company has
serious  doubts as to the  ability of the  borrowers  to comply with the present
loan repayment terms.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost, net of accumulated  depreciation  of
$1.9 million and $1.1 million at December 31, 1996 and 1995,  respectively.  The
Company provides for depreciation of property and equipment using  straight-line
and accelerated methods over the estimated useful lives of the assets. Buildings
are generally depreciated over 35 to 50 years. Depreciation expense for 1996 and
1995 amounted to $.3 million and $.4 million, respectively.

SEPARATE ACCOUNTS

The Company operates separate accounts. The assets (principally investments) and
liabilities  (principally  to  contractholders)  of  each  account  are  clearly
identifiable  and  distinguishable  from  other  assets and  liabilities  of the
Company. Assets are carried at fair value.

PREMIUM REVENUE AND BENEFITS TO POLICYHOLDERS

RECOGNITION OF TRADITIONAL  LIFE, GROUP AND ANNUITY PREMIUM REVENUE AND BENEFITS
TO  POLICYHOLDERS - Traditional  life insurance  products include those products
with fixed and  guaranteed  premiums and benefits,  and consist  principally  of
whole  life  and  term  insurance  policies  and  certain  annuities  with  life
contingencies  (immediate  annuities).  Life  insurance  premiums and  immediate
annuity  premiums are recognized as premium  revenue when due.  Group  insurance
premiums  are  recognized  as premium  revenue over the time period to which the
premiums relate. Benefits and expenses are associated with earned premiums so as
to  result  in  recognition  of  profits  over the life of the  contracts.  This
association is accomplished by means of the provision for liabilities for future
policy benefits and unearned premiums and the amortization of DAC and PVFP.

RECOGNITION   OF  UNIVERSAL   LIFE-TYPE   CONTRACTS   REVENUE  AND  BENEFITS  TO
POLICYHOLDERS - Universal  life-type policies are insurance contracts with terms
that are not fixed and  guaranteed.  The terms that may be changed could include
one or more of the  amounts  assessed  the  policyholder,  premiums  paid by the
policyholder or interest accrued to policyholder  balances.  Amounts received as
payments for such contracts are not reported as premium revenues.

Revenues for universal  life-type  policies  consist of charges assessed against
policy account values for deferred  policy loading and the cost of insurance and
policy  administration.  Policy  benefits and claims that are charged to expense
include interest credited to contracts and benefit claims incurred in the period
in excess of related policy account balances.

RECOGNITION  OF  INVESTMENT  CONTRACT  REVENUE AND BENEFITS TO  POLICYHOLDERS  -
Contracts  that do not subject the Company to risks  arising  from  policyholder
mortality or morbidity are referred to as investment contracts. Certain deferred
annuities are considered investment contracts.  Amounts received as payments for
such contracts are not reported as premium revenues.

Revenues  for  investment  contracts  consist  of  investment  income and policy
administration  charges.  Contract  benefits that are charged to expense include
benefit claims  incurred in the period in excess of related  contract  balances,
and interest credited to contract balances.

POLICY ACQUISITION COSTS

Those costs of acquiring new business, which vary with and are primarily related
to the  production of new  business,  have been deferred to the extent that such
costs are deemed recoverable.  Such costs include commissions,  certain costs of
policy issuance and underwriting and certain variable agency expenses.

Costs  deferred  related to  traditional  life  insurance are amortized over the
premium  paying  period of the related  policies,  in proportion to the ratio of
annual premium revenues to total anticipated premium revenues.  Such anticipated
premium  revenues are estimated  using the same  assumptions  used for computing
liabilities for future policy benefits.

Costs deferred related to universal life-type policies and investment  contracts
are amortized  over the lives of the policies,  in relation to the present value
of estimated  gross profits from  mortality,  investment,  surrender and expense
margins.

PRESENT VALUE OF FUTURE PROFITS

The present value of future  profits  reflects the  estimated  fair value of the
insurance  business  in-force at the date the Company was acquired by ReliaStar,
and represents the portion of the cost to acquire the Company that was allocated
to the value of future cash flows from insurance  contracts existing at the date
of acquisition.  Such value is the present value of the  actuarially  determined
projected  net cash flows from the acquired  insurance  contracts.  The weighted
average discount rate used to determine such value was approximately 15%.

An analysis of the PVFP asset account is presented below:
<TABLE>
<CAPTION>

                                                                                             YEAR ENDED DECEMBER 31
                                                                                             ----------------------
(IN MILLIONS)                                                                                  1996          1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>             <C>  
Balance, Beginning of Year                                                                   $39.7               -
Acquisition                                                                                      -           $75.6
Imputed Interest                                                                               3.8             4.4
Amortization                                                                                  (8.4)           (8.5)
Impact of Net Unrealized Investment Gains and Losses                                          18.2           (31.8)
- ------------------------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR                                                                         $53.3           $39.7
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

Based on current  conditions  and  assumptions  as to future  events on acquired
policies in-force,  the Company expects that the net amortization of the initial
PVFP balance  will be between 5% and 6% in each of the years 1997 through  2001.
The  interest  rates used to  determine  the amount of imputed  interest  on the
unamortized PVFP balance ranged from 5% to 8%.

GOODWILL

Goodwill is the excess of the amount  paid to acquire the Company  over the fair
value of the net assets acquired.  Goodwill is amortized on straight-line  basis
over 40 years.  The carrying  value of goodwill is monitored  for  impairment of
value based on the Company's  estimated future  earnings.  The carrying value of
goodwill  is reduced and a charge to income is recorded  when an  impairment  in
value is identified. No such goodwill impairment charges have been recorded.

FUTURE POLICY AND CONTRACT BENEFITS

Liabilities  for future  policy  benefits for  traditional  life  contracts  are
calculated  using the net level premium method and  assumptions as to investment
yields,  mortality,  withdrawals  and dividends.  The  assumptions  are based on
projections of past experience and include  provisions for possible  unfavorable
deviation. These assumptions are made at the time the contract is issued or, for
purchased contracts, at the date of acquisition.

Liabilities for future policy and contract  benefits on universal  life-type and
investment contracts are based on the policy account balance.

The liabilities for future policy and contract  benefits for group disabled life
reserves  and  long-term  disability  reserves  are  based  upon  interest  rate
assumptions and morbidity and termination rates from published tables,  modified
for Company experience.

INCOME TAXES

The Company files a consolidated Federal income tax return with United Services.
The provision for income taxes includes amounts  currently  payable and deferred
income  taxes  resulting  from the  cumulative  differences  in the  assets  and
liabilities determined on a tax return and financial statement basis.

INTEREST RATE SWAP AGREEMENTS

Interest rate swap agreements are used as hedges for asset/liability  management
of adjustable rate and short-term  invested  assets.  The Company does not enter
into any interest rate swap agreements for trading  purposes.  The interest rate
swap  transactions  involve the  exchange of fixed and  floating  rate  interest
payments without the exchange of underlying principal amounts and do not contain
other  optional  provisions.  The  difference  between  amounts paid and amounts
received on interest rate swaps is reflected in net investment income.

NOTE 3. INVESTMENTS

Investment income summarized by type of investment was as follows:
<TABLE>
<CAPTION>

                                                                                           YEAR ENDED DECEMBER 31
                                                                                           ----------------------
(IN MILLIONS)                                                                              1996               1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>             <C>  
Fixed Maturity Securities                                                                $108.7             $109.5
Equity Securities                                                                            .4                 .6
Mortgage Loans on Real Estate                                                              23.3               20.1
Real Estate                                                                                  .9                1.4
Policy Loans                                                                                5.0                4.4
Other Invested Assets                                                                        .5                2.8
Short-Term Investments                                                                      1.9                1.1
- ------------------------------------------------------------------------------------------------------------------
  Gross Investment Income                                                                 140.7              139.9
Investment Expenses                                                                        (3.7)              (5.9)
- ------------------------------------------------------------------------------------------------------------------
  NET INVESTMENT INCOME                                                                  $137.0             $134.0
==================================================================================================================

Net pretax realized investment gains (losses) were as follows:
                                                                                            YEAR ENDED DECEMBER 31
                                                                                            ----------------------
(IN MILLIONS)                                                                              1996                1995
- -------------------------------------------------------------------------------------------------------------------

Net Gains (Losses) on Sales of Investments
   Fixed Maturity Securities                                                               $1.2              $  .2
   Equity Securities                                                                         -                 1.6
   Foreclosed Real Estate                                                                    .7                  -
   Other                                                                                    1.6                 .4
- ------------------------------------------------------------------------------------------------------------------
                                                                                            3.5                2.2
- ------------------------------------------------------------------------------------------------------------------

Provisions for Losses:
   Fixed Maturity Securities                                                                 -                 (.2)
   Equity Securities                                                                         -                 (.2)
   Mortgage Loans                                                                            -                (1.0)
   Foreclosed Real Estate                                                                    -                 (.4)
- ------------------------------------------------------------------------------------------------------------------
                                                                                             -                (1.8)
- ------------------------------------------------------------------------------------------------------------------
    PRETAX REALIZED INVESTMENT GAINS                                                       $3.5              $  .4
==================================================================================================================

</TABLE>

Gross  realized  investment  gains of $1.5  million  and $.7  million  and gross
realized  investment  losses of $.3 million and $.5 million were  recognized  on
sales of fixed maturity  securities during the years ended December 31, 1996 and
1995,  respectively.  All 1996 and 1995 fixed maturity  security sales were from
the available-for-sale portfolio.

The amortized cost and fair value of investments in fixed maturity securities by
type of investment were as follows:

<TABLE>
<CAPTION>

                                                                             DECEMBER 31, 1996
                                                                             -----------------
                                                                              GROSS UNREALIZED
                                                          AMORTIZED           ----------------                FAIR
(IN MILLIONS)                                                  COST           GAINS       (LOSSES)           VALUE
- ------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>           <C>            <C>     
United States Government and Government
   Agencies and Authorities                              $     38.2          $  1.7             -       $     39.9
 States, Municipalities and Political Subdivisions              9.9              .4         $ (.1)            10.2
 Foreign Governments                                           13.4              .8             -             14.2
 Public Utilities                                             122.9             8.6           (.3)           131.2
 Corporate Securities                                         863.8            41.3          (3.4)           901.7
 Mortgage-Backed/Structured Finance Securities                249.1            10.7           (.5)           259.3
 Redeemable Preferred Stock                                      .2              -              -               .2
- ------------------------------------------------------------------------------------------------------------------
     TOTAL                                                 $1,297.5           $63.5         $(4.3)        $1,356.7
==================================================================================================================

                                                                             DECEMBER 31, 1995
                                                                             -----------------
                                                                              GROSS UNREALIZED
                                                          AMORTIZED           ----------------                FAIR
(IN MILLIONS)                                                  COST           GAINS       (LOSSES)           VALUE
- ------------------------------------------------------------------------------------------------------------------
United States Government and Government
    Agencies and Authorities                             $     42.5       $    3.4              -       $     45.9
States, Municipalities and Political Subdivisions               9.8             .4              -             10.2
Foreign Governments                                            13.4            1.4              -             14.8
Public Utilities                                              129.8           15.0         $  (.1)           144.7
Corporate Securities                                          838.8           70.4           (2.3)           906.9
Mortgage-Backed/Structured Finance Securities                 274.1           16.8            (.2)           290.7
Redeemable Preferred Stock                                       .2              -              -               .2
- ------------------------------------------------------------------------------------------------------------------
       TOTAL                                               $1,308.6         $107.4          $(2.6)        $1,413.4
==================================================================================================================


The amortized  cost and fair value of fixed  maturity  securities by contractual
maturity  are shown  below.  Expected  maturities  will differ from  contractual
maturities  because  borrowers may have the right to call or prepay  obligations
with or without call or prepayment penalties.
                                                               DECEMBER 31, 1996              DECEMBER 31, 1995
                                                               -----------------              -----------------
                                                            AMORTIZED           FAIR      AMORTIZED           FAIR
(IN MILLIONS)                                                    COST          VALUE           COST          VALUE
- ------------------------------------------------------------------------------------------------------------------
Due in One Year or Less                                   $     31.8       $     32.1    $     18.7     $     18.9
Due After One Year Through Five Years                          482.4            499.4         412.9          438.3
Due After Five Years Through Ten Years                         394.9            416.8         447.3          488.6
Due After Ten Years                                            132.7            142.0         155.6          176.9
Mortgage-Backed/Structured Finance Securities                  255.7            266.4         274.1          290.7
- ------------------------------------------------------------------------------------------------------------------
   TOTAL                                                    $1,297.5         $1,356.7      $1,308.6       $1,413.4
==================================================================================================================

</TABLE>

The fair values for the marketable  bonds are  determined  based upon the quoted
market prices for bonds actively  traded.  The fair values for marketable  bonds
without  an active  market  are  obtained  through  several  commercial  pricing
services  which  provide the  estimated  fair  values.  Fair values of privately
placed  bonds  which are not  considered  problems  are  determined  utilizing a
commercially  available  pricing model. The model considers the current level of
risk-free interest rates,  current corporate spreads,  the credit quality of the
issuer and cash flow  characteristics of the security.  Utilizing this data, the
model generates  estimated market values which the Company considers  reflective
of the fair value of each  privately  placed  bond.  Fair  values for  privately
placed bonds which are considered problems are determined through  consideration
of factors such as the net worth of the borrower,  the value of collateral,  the
capital structure of the borrower,  the presence of guarantees and the Company's
evaluation of the borrower's ability to compete in the relevant market.

At  December  31,  1996,  the  largest  industry  concentration  of the  private
placement portfolio was consumer non-cyclical,  where 23.6% of the portfolio was
invested,  and  the  largest  industry  concentration  of  the  marketable  bond
portfolio was  mortgage-backed/structured  finance, where 23.4% of the portfolio
was invested.  At December 31, 1996,  the largest  geographic  concentration  of
commercial mortgage loans was in the midwest region of the United States,  where
approximately 31.4% of the commercial mortgage loan portfolio was invested.

At  December  31,  1996  and  1995,  gross  unrealized  appreciation  of  equity
securities  was  $.9  million  and  $1.0,  respectively,  and  gross  unrealized
depreciation was $.1 million and $.2 million, respectively.

Invested  assets which were nonincome  producing (no income  received for the 12
months preceding the balance sheet date) were as follows:
<TABLE>
<CAPTION>

                                                                                                   DECEMBER 31
                                                                                                   -----------
(IN MILLIONS)                                                                                    1996          1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>               
Fixed Maturity Securities                                                                       $  .1             -
Mortgage Loans on Real Estate                                                                      .3             -
Real Estate                                                                                       2.1             -
- -------------------------------------------------------------------------------------------------------------------
  Total                                                                                          $2.5             -
===================================================================================================================

</TABLE>

Allowances  for losses on  investments  are reflected on the Balance Sheets as a
reduction of the related assets and were as follows:
<TABLE>
<CAPTION>

                                                                                                DECEMBER 31
                                                                                                -----------
(IN MILLIONS)                                                                              1996                1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                <C> 
Mortgage Loans                                                                             $1.0               $1.4
Foreclosed Real Estate                                                                       .8                  -
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

At December 31, 1996, and 1995, the total investment in impaired  mortgage loans
(before  allowances for credit losses),  the related allowance for credit losses
and the average  investment  related to impaired mortgage loans and the interest
income  recognized  on  impaired  mortgage  loans  during  1996 and 1995 were as
follows:

<TABLE>
<CAPTION>

 (IN MILLIONS)                                                                             1996                1995
- -------------------------------------------------------------------------------------------------------------------
Impaired Mortgage Loans
<S>                                                                                        <C>                <C> 
     Total Investment                                                                      $2.7               $2.7
     Allowance for Credit Losses                                                            1.1                1.4
     Average Investment                                                                     1.3                1.4
     Interest Income Recognized                                                              .3                 .3
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

No increases to the  allowance for credit  losses  account were recorded  during
1996 and 1995,  and the amount of  decreases to the  allowance  account were $.3
million  and $.1  million  for the  years  ended  December  31,  1996 and  1995,
respectively.  The Company does not accrue interest income on impaired  mortgage
loans when the likelihood of collection is doubtful.  Cash receipts for interest
payments are recognized as income in the period received.

Noncash investing activities consisted of the following:

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED DECEMBER 31
                                                                                            ----------------------
(IN MILLIONS)                                                                              1996                1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                <C> 
Real Estate Assets Acquired Through Foreclosure                                             $.4                $2.2
- -------------------------------------------------------------------------------------------------------------------

</TABLE>

Effective  December 31, 1995, the Company  adopted the  implementation  guidance
contained  in the  Financial  Accounting  Series  Special  Report,  "A  Guide to
Implementation  of Statement 115 on Accounting  for Certain  Investments in Debt
and Equity  Securities."  Concurrent  with the  adoption of this  implementation
guidance,  the Company  reclassified all of its  held-to-maturity  securities to
available-for-sale  based  upon a  reassessment  of the  appropriateness  of the
classifications  of all securities held at that time. The amortized cost and net
unrealized  appreciation of the securities  reclassified were approximately $265
million and $12 million, respectively, at December 31, 1995.

The components or net  unrealized  investment  gains  reported in  shareholders'
equity are shown below:

<TABLE>
<CAPTION>

                                                                                              DECEMBER 31
                                                                                              -----------
(IN MILLIONS)                                                                             1996              1995
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>             <C>   
Unrealized Investment Gains                                                               $61.5           $106.7
DAC/PVFP Adjustment                                                                       (18.5)           (42.4)
Deferred Income Taxes                                                                     (15.0)           (22.5)
- ----------------------------------------------------------------------------------------------------------------
    Net Unrealized Investment Gains                                                       $28.0            $41.8
- ----------------------------------------------------------------------------------------------------------------

</TABLE>

NOTE 4. INCOME TAXES

The income tax  liability as reflected  on the Balance  Sheets  consisted of the
following:

<TABLE>
<CAPTION>

                                                                                                 DECEMBER 31
                                                                                                 -----------
(IN MILLIONS)                                                                                1996             1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>   
Current Income Taxes                                                                       $  (.6)          $   .3
Deferred Income Taxes                                                                        29.2             30.1
- ------------------------------------------------------------------------------------------------------------------
   TOTAL                                                                                    $28.6            $30.4
==================================================================================================================

</TABLE>

The provision for income taxes  reflected on the Statements of Income  consisted
of the following:

<TABLE>
<CAPTION>

                                                                                           YEAR ENDED DECEMBER 31
                                                                                           ----------------------
(IN MILLIONS)                                                                              1996               1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>   
Currently Payable                                                                        $  7.6             $  9.5
Deferred                                                                                    6.2                3.9
- ------------------------------------------------------------------------------------------------------------------
   TOTAL                                                                                  $13.8              $13.4
==================================================================================================================

</TABLE>

The Internal Revenue Service has accepted,  without  examination,  the Company's
tax returns for all years through 1993.

Deferred  income  taxes  reflect the impact for  financial  statement  reporting
purposes of "temporary  differences"  between the financial  statement  carrying
amounts and tax bases of assets and  liabilities.  The  "temporary  differences"
that give rise to a significant  portion of the deferred tax liabilities  relate
to the following:

<TABLE>
<CAPTION>

                                                                                                DECEMBER 31
                                                                                                -----------
(IN MILLIONS)                                                                              1996               1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                <C>    
Future Policy and Contract Benefits                                                      $(30.7)            $(31.7)
Investment Write-offs and Allowances                                                       (4.8)              (6.6)
Other                                                                                      (6.7)              (6.6)
- ------------------------------------------------------------------------------------------------------------------
Gross Deferred Tax Asset                                                                  (42.2)             (44.9)
- ------------------------------------------------------------------------------------------------------------------
Deferred Policy Acquisition Costs                                                          31.7               28.9
Present Value of Future Profits                                                            23.4               25.0
Net Unrealized Investment Gains                                                             5.1               11.4
OTHER                                                                                      11.2                9.7
- ------------------------------------------------------------------------------------------------------------------
Gross Deferred Tax Liability                                                               71.4               75.0
- ------------------------------------------------------------------------------------------------------------------
  NET DEFERRED TAX LIABILITY                                                              $29.2             $ 30.1
==================================================================================================================

</TABLE>

Federal income tax regulations  allowed certain special  deductions for 1983 and
prior years which are  accumulated  in a memorandum  tax account  designated  as
"policyholders'  surplus." Generally,  this policyholders'  surplus account will
become subject to tax at the then current rates only if the accumulated  balance
exceeds certain maximum  limitations or if certain cash distributions are deemed
to be paid out of the account. At December 31, 1996, the Company has accumulated
approximately $11.3 million in its separate policyholders' surplus accounts.
Deferred taxes have not been provided on this temporary difference.

The  difference  between the U.S.  federal income tax rate and the Company's tax
provision rate is summarized as follows:

<TABLE>
<CAPTION>

                                                                                         YEAR ENDED DECEMBER 31
                                                                                         ----------------------
                                                                                        1996                 1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                   <C>  
Statutory Tax Rate                                                                      35.0%                 35.0%
Other                                                                                     .9                   2.2
- ------------------------------------------------------------------------------------------------------------------
  EFFECTIVE TAX RATE                                                                    35.9%                 37.2%
================================================================================================================== 

</TABLE>

Cash paid for federal  income taxes was $9.0 million and $13.4  million for 1996
and 1995, respectively.

NOTE 5. EMPLOYEE BENEFIT PLANS

PENSION PLANS

The Company  participates in  noncontributory  defined benefit  retirement plans
sponsored by ReliaStar Life covering  substantially  all  employees.  The plans,
which may be terminated as to accrual of additional  benefits at any time by the
Board of Directors, provide benefits to employees upon retirement.

The  benefits  under the plans are based on years of service and the  employee's
compensation  during the last five years of employment.  The Company's policy is
to fund the  minimum  required  contribution  necessary  to meet the present and
future obligations of the plans.  Contributions are intended to provide not only
for  benefits  attributed  to service to date but also for those  expected to be
earned in the future.  Contributions are made to a tax-exempt trust. Plan assets
consist  principally of investments in stock and bond mutual funds, common stock
and  corporate  bonds.  Included in plan assets are 616,491  shares of ReliaStar
common stock with a fair value of $35.6 million.

The Company,  United  Services,  ReliaStar Life and ReliaStar also have unfunded
noncontributory  defined  benefit  plans  providing for benefits to employees in
excess of limits for qualified  retirement plans and for benefits to nonemployee
members of the ReliaStar Board of Directors.

Net periodic  pension  expense for ReliaStar and its  subsidiaries  included the
following components:

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED DECEMBER 31
                                                                                            ----------------------
(IN MILLIONS)                                                                                1996            1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>              <C>   
Service Cost - Benefits Earned During the Year                                             $  3.8           $  3.4
Interest Cost on Projected Benefit Obligation                                                13.6             11.9
Actual Return on Plan Assets                                                                (23.0)           (33.7)
Net Amortization and Deferral                                                                 8.4             19.1
- ------------------------------------------------------------------------------------------------------------------
     Net Periodic Pension Expense                                                          $  2.8        $    .7
==================================================================================================================

</TABLE>

The above  amounts  are for  ReliaStar  and its  subsidiaries  as the  Company's
portion is not determinable.

The following  table sets forth for ReliaStar  and its  subsidiaries  the funded
status of the plans as of December 31:

<TABLE>
<CAPTION>

                                                                   FUNDED PLANS               UNFUNDED PLANS
                                                                   ------------               --------------
 (IN MILLIONS)                                                  1996          1995          1996          1995
- --------------------------------------------------------------------------------------------------------------
<S>                                                               <C>          <C>           <C>          <C>    
Accumulated Benefit Obligation
  Vested                                                          $(164.7)     $(157.1)      $(11.8)      $(10.7)
  Nonvested                                                          (4.0)        (5.1)         (.5)        (1.2)
Effect of Projected Future Compensation Increases                   (12.7)       (10.6)        (2.1)        (2.1)
- ----------------------------------------------------------------------------------------------------------------
Projected Benefit Obligation                                       (181.4)      (172.8)       (14.4)       (14.0)
Plan Assets at Fair Value                                           184.9        169.9            -            -
- ----------------------------------------------------------------------------------------------------------------
Plan Assets Greater (Less) Than Projected Benefit Obligation          3.5         (2.9)       (14.4)       (14.0)
Unrecognized Net Loss and Prior Service Cost                         19.0         24.2          5.3          6.2
Unrecognized Transition Obligation (Asset)                            (.4)         (.8)           -           .1
Additional Minimum Liability                                           -            -          (3.5)        (4.2)
- ----------------------------------------------------------------------------------------------------------------
   Net Pension Asset (Liability)                                  $  22.1    $    20.5       $(12.6)      $(11.9)
================================================================================================================

</TABLE>

The above  amounts  are for  ReliaStar  and its  subsidiaries  as the  Company's
portion is not determinable.

The projected  benefit  obligation was determined using an assumed discount rate
of  7.50%  and  7.25%  at  January  1,  1997  and  1996,  respectively,   and  a
weighted-average  assumed  long-term rate of compensation  increase of 4.5%. The
assumed long-term rate of return on plan assets was 10%.

Prior to 1996, the Company's  employees  (excluding  NALIC)  participated in the
USLICO  qualified   non-contributory   defined  benefit  pension  plan  covering
substantially all of its employees. The plan provided pension benefits that were
based  on  the  employee's  years  of  service  and  compensation  during  three
consecutive years in the last 10 years of employment preceding retirement.

These retirement plans for the Company's  employees  (excluding NALIC) have been
frozen at the benefit levels as of December 31, 1995.  Retirement  plan benefits
for employees are currently being provided under the ReliaStar plans.

Net periodic  pension expense for all employee  retirement  plans of the Company
was $.4  million  for the year  ended  December  31,  1996 and a pension  credit
totaling $.4 million for the year ended December 31, 1995.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company  participates in the  postretirement  health care and life insurance
benefits  plans  sponsored by  ReliaStar  Life or retired  employees  (and their
eligible  dependents).  Substantially all of the Company's employees will become
eligible for those benefits if they meet specified age and service  requirements
and reach  retirement  age while  working for the Company,  unless the plans are
terminated or amended. The postretirement health care plan is contributory, with
retiree contributions adjusted annually; the life insurance plan provides a flat
amount of noncontributory life benefits and optional contributory coverage.

During 1996,  ReliaStar Life amended these plans to reduce the level of benefits
provided to current and future retirees.  The amendment  resulted in a reduction
of the  accumulated  postretirement  benefit  obligation  for  ReliaStar and its
subsidiaries of approximately $9.9 million.  The plan amendment will also reduce
current and future net periodic postretirement benefit costs as the unrecognized
prior service cost is amortized.

The  postretirement  health care plans currently are not funded. The accumulated
postretirement  benefit obligation (APBO) and the accrued postretirement benefit
liability were as follows:

<TABLE>
<CAPTION>

                                                                                                 DECEMBER 31
                                                                                                 -----------
(IN MILLIONS)                                                                                1996             1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>               <C>  
Retirees                                                                                   $  7.3            $  .4
Fully Eligible Active Plan Participants                                                        .9               .5
Other Active Plan Participants                                                                1.6               .8
- ------------------------------------------------------------------------------------------------------------------
   Unfunded APBO                                                                              9.8              1.7
Unrecognized Prior Service Cost                                                               8.9                -
Unrecognized Gain (Loss)                                                                      1.5              (.4)
- ------------------------------------------------------------------------------------------------------------------
    ACCRUED POSTRETIREMENT BENEFIT LIABILITY                                                $20.2             $1.3
==================================================================================================================

</TABLE>

The  above  amounts  for  1996 are for  ReliaStar  and its  subsidiaries  as the
Company's portion is not determinable.  Amounts for the prior period are for the
Company only.

Net periodic postretirement benefit costs consisted of the following components:

<TABLE>
<CAPTION>

                                                                                            YEAR ENDED DECEMBER 31
                                                                                            ----------------------
(IN MILLIONS)                                                                                1996            1995
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>               <C>
Service Cost - Benefits Earned                                                               $ .6              $.1
Interest Cost on APBO                                                                         1.0               .1
Amortization of Prior Service Cost                                                           (1.2)               -
- ------------------------------------------------------------------------------------------------------------------
    NET PERIODIC POSTRETIREMENT BENEFIT COSTS                                                $ .4              $.2
==================================================================================================================

</TABLE>

The  above  amounts  for  1996 are for  ReliaStar  and its  subsidiaries  as the
Company's portion is not determinable.  Amounts for the prior period are for the
Company only.

The assumed health care cost trend rate used in measuring the APBO as of January
1, 1997 was 7.0%,  decreasing gradually to 5.0% in the year 1999 and thereafter.
The assumed health care cost trend rate used in measuring the APBO as of January
1, 1996 was 10.0%, decreasing gradually to 5.0% in the year 2010 and thereafter.
The assumed  discount rate used in  determining  the APBO was 7.50% and 7.25% at
January 1, 1997 and 1996, respectively.  The assumed health care cost trend rate
has  a   significant   effect  on  the  amounts   reported.   For   example,   a
one-percentage-point  increase  in the  assumed  health care cost trend rate for
each year would  increase  the APBO for  ReliaStar  and its  subsidiaries  as of
December 31, 1996 approximately $.3 million and 1996 net  postretirement  health
care cost for ReliaStar and its subsidiaries by approximately $.1 million.

Net periodic  postretirement benefit costs charged to expense by the Company was
$.2 million for the years ended December 31, 1996 and 1995.

SUCCESS SHARING PLAN AND ESOP

The  Success  Sharing  Plan and ESOP  (Success  Sharing  Plan) was  designed  to
increase   employee   ownership  and  reward   employees  when  certain  Company
performance  objectives  are met.  Essentially  all  employees  are  eligible to
participate  in the Success  Sharing  Plan.  Employees  of United  Services  and
Bankers  Security  (excluding  NALIC) were first  eligible to participate in the
Success  Sharing Plan effective  January 1, 1996.  The Success  Sharing Plan has
both qualified and nonqualified components.  The nonqualified component is equal
to 25% of the  annual  award  and is paid in cash to  employees.  The  qualified
component  is equal  to 75% of the  annual  award,  with  25%  contributed  to a
deferred  investment  account  and the  remaining  50%  contributed  to the ESOP
portion of the Success  Sharing  Plan.  Costs charged to expense for the Success
Sharing Plan were $.7 million and $1.0 million for the years ended  December 31,
1996 and 1995, respectively.

STOCK-BASED COMPENSATION

Officers  and  key  employees  of  the  Company   participate   in   stock-based
compensation plans of ReliaStar.  ReliaStar applies Accounting  Principles Board
Opinion  No.  25,  "Accounting  for Stock  Issued  to  Employees,"  and  related
interpretations   in  accounting  for  its   stock-based   compensation   plans.
Accordingly,  the  Company  has  recorded  no  compensation  expense  for  these
stock-based   compensation   plans   other   than  for   restricted   stock  and
performance-based awards.

NOTE 6. RELATED PARTY TRANSACTIONS

The Company and its affiliates have entered into agreements  whereby  affiliates
and the Company provide certain  management,  administrative,  legal,  and other
services  for each  other.  The net  amounts  billed to the  Company  were $22.4
million and $9.0 million during 1996 and 1995, respectively. The costs allocated
to the Company under these agreements may not be indicative of costs the Company
might incur if these services were not provided by the Company's affiliates.

ReliaStar Life reinsures certain life policies written by the Company.  Premiums
ceded under these  agreements  were $2.3  million and $2.8 million for the years
ended December 31, 1996 and 1995,  respectively,  and the net amount recoverable
by the Company under this reinsurance agreement was $3.3 million at December 31,
1996 and 1995.

NOTE 7. SHAREHOLDER'S EQUITY

DIVIDEND RESTRICTIONS

The ability of the Company to pay cash  dividends to its parent is restricted by
law or subject to approval of the insurance regulatory  authorities of the state
of New York. These authorities recognize only statutory accounting practices for
the ability of an insurer to pay dividends to its shareholders.

Under New York insurance law regulating the payment of dividends by the Company,
any such payment must be paid solely from the earned  surplus of the Company and
advance  notice thereof must be provided to the  Superintendent  of the New York
Department of Insurance  (the  Superintendent).  Earned surplus means the earned
surplus  as  determined  in  accordance  with  statutory   accounting  practices
(unassigned funds), less the amount of such earned surplus which is attributable
to unrealized capital gains.  Further,  without approval of the  Superintendent,
the Company may not pay in any calendar year any dividend  which,  when combined
with other dividends paid within the preceding 12 months,  exceeds the lesser of
(i) 10% of the Company's statutory surplus at the prior year end or (ii) 100% of
the Company's statutory net investment income for the prior calendar year.

STATUTORY SURPLUS AND NET INCOME

Net income of the Company, as determined in accordance with statutory accounting
practices was $11.9  million and $13.5 million for 1996 and 1995,  respectively.
The  Company's  statutory  capital  and  surplus  was $149.9  million and $139.6
million at December 31, 1996 and 1995, respectively.

NOTE 8. REINSURANCE

The Company is a member of reinsurance  associations established for the purpose
of ceding  the  excess of life  insurance  over  retention  limits.  Reinsurance
contracts  do not relieve the Company  from its  obligations  to  policyholders.
Failure of reinsurers to honor their  obligations  could result in losses to the
Company;   consequently,   allowances   are   established   for  amounts  deemed
uncollectible.  The  amount  of  the  allowance  for  uncollectible  reinsurance
receivables was immaterial at December 31, 1996 and 1995. The Company  evaluates
the financial condition of its reinsurers and monitors  concentrations of credit
risk to minimize its exposure to significant losses from reinsurer insolvencies.
At December 31, 1996,  approximately 64% of the Company's  reinsurance ceded was
with one  reinsurer.  The  Company's  retention  limit is $300,000  per life for
individual  coverage.  For group coverage and reinsurance assumed, the retention
is  $75,000  per life  with  per  occurrence  limitations,  subject  to  certain
maximums.  As of December 31, 1996,  $3.2 billion of life insurance in force was
ceded to other companies. The Company has assumed $2.2 billion of life insurance
in force from other companies as of December 31, 1996.

The effect of reinsurance on premiums and recoveries is as follows:

<TABLE>
<CAPTION>

                                                                                             YEAR ENDED DECEMBER 31
                                                                                             ----------------------
(IN MILLIONS)                                                                                1996              1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>              <C>  
Direct Premiums                                                                             $59.8            $66.6
Reinsurance Assumed                                                                           2.1              2.2
Reinsurance Ceded                                                                           (14.8)           (15.4)
- ------------------------------------------------------------------------------------------------------------------
    NET PREMIUMS                                                                            $47.1            $53.4
==================================================================================================================
    REINSURANCE RECOVERIES                                                                 $  7.4           $  7.8
==================================================================================================================

</TABLE>

NOTE 9.  LIABILITY FOR UNPAID  ACCIDENT AND HEALTH  CLAIMS AND CLAIM  ADJUSTMENT
         EXPENSE

The change in the  liability  for unpaid  accident  and health  claims and claim
adjustment expenses is summarized as follows:

<TABLE>
<CAPTION>

(IN MILLIONS)                                                                             1996                 1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                <C>  
Balance at January 1                                                                      $11.3              $14.1
Less Reinsurance Recoverables                                                               3.4                6.3
- ------------------------------------------------------------------------------------------------------------------
Net Balance at January 1                                                                    7.9                7.8

Incurred Related to:
   Current Year                                                                             3.3                6.2
   Prior Year                                                                               (.2)               2.3
- ------------------------------------------------------------------------------------------------------------------
Total Incurred                                                                              3.1                8.5

Paid Related to:
   Current Year                                                                              .9                2.4
   Prior Year                                                                               2.7                6.0
- ------------------------------------------------------------------------------------------------------------------
Total Paid                                                                                  3.6                8.4

Net Balance at December 31                                                                  7.4                7.9
Plus Reinsurance Recoverables                                                               2.1                3.4
- ------------------------------------------------------------------------------------------------------------------
Balance at December 31                                                                   $  9.5              $11.3
==================================================================================================================

</TABLE>

The  liability  for  unpaid  accident  and health  claims  and claim  adjustment
expenses  is  included  in Future  Policy and  Contract  Benefits on the Balance
Sheets.

NOTE 10. COMMITMENTS AND CONTINGENCIES

LITIGATION

The  Company is a defendant  in a number of  lawsuits  arising out of the normal
course of the business of the Company, some of which include claims for punitive
damages.  In  the  opinion  of  management,  the  ultimate  resolution  of  such
litigation  will not  result in any  material  adverse  impact to the  financial
condition of the Company.

FINANCIAL INSTRUMENTS

The Company is a party to financial instruments with  off-balance-sheet  risk in
the normal course of business to reduce its exposure to fluctuations in interest
rates.  These  financial  instruments  include  commitments to extend credit and
interest rate swaps. Those instruments involve, to varying degrees,  elements of
credit,  interest rate, or liquidity risk in excess of the amount  recognized in
the Balance Sheets.

The  Company's  exposure  to credit loss in the event of  nonperformance  by the
other party to the  financial  instrument  for  commitments  to extend credit is
represented by the contractual amount of those instruments. The Company uses the
same credit policies in making  commitments  and  conditional  obligations as it
does for on-balance-sheet instruments. For interest rate swap transactions,  the
contract or notional  amounts do not  represent  exposure  to credit  loss.  The
Company's  exposure  to credit  loss is limited to those swaps where the Company
has an unrealized gain.

Unless  otherwise  noted,  the  Company  does not  require  collateral  or other
security to support financial instruments with credit risk.

<TABLE>
<CAPTION>

                                                                                      CONTRACT OR NOTIONAL AMOUNT
                                                                                              DECEMBER 31
                                                                                              -----------
(IN MILLIONS)                                                                         1996                     1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                      <C>  
Financial Instruments Whose Contract
  Amounts Represent Credit Risk
    Commitments to Extend Credit                                                     $26.4                     $9.0

Financial Instruments Whose Notional
  or Contract Amounts Exceed the Amount
  of Credit Risk
    Interest Rate Swap Agreements                                                    112.0                    120.0
- -------------------------------------------------------------------------------------------------------------------

</TABLE>

COMMITMENTS TO EXTEND CREDIT - Commitments to extend credit are legally  binding
agreements to lend to a customer.  Commitments  generally have fixed  expiration
dates or other  termination  clauses  and may  require  payment  of a fee.  They
generally may be terminated by the Company in the event of  deterioration in the
financial condition of the borrower.  Since some of the commitments are expected
to expire  without  being  drawn  upon,  the  total  commitment  amounts  do not
necessarily represent future liquidity requirements.  The Company evaluates each
customer's creditworthiness on a case-by-case basis.

INTEREST RATE SWAP  AGREEMENTS - The Company also enters into interest rate swap
agreements to manage interest rate exposure. The primary reason for the interest
rate swap agreements is to extend the duration of adjustable  rate  investments.
Interest  rate swap  transactions  generally  involve the  exchange of fixed and
floating  rate  interest  payment   obligations  without  the  exchange  of  the
underlying  principal  amounts.  Changes in market  interest rates impact income
from  adjustable  rate  investments  and  have an  opposite  (and  approximately
offsetting)  effect on the reported  income from the swap  portfolio.  The risks
under interest rate swap  agreements  are generally  similar to those of futures
contracts.  Notional  principal  amounts are often used to express the volume of
these  transactions  but do not represent the much smaller  amounts  potentially
subject to credit risk.

LEASES

The  Company  has  operating  leases  for  office  space  and  certain  computer
processing and other equipment.  Rental expense for these items was $1.2 million
and $.1 million for 1996 and 1995, respectively.

Future minimum  aggregate rental  commitments at December 31, 1996 for operating
leases were as follows:

(IN MILLIONS)
- --------------------------------------------------------------------------------
1997 - $1.3                                                          2000 - $1.2
1998 - $1.3                                                          2001 - $1.2
1999 - $1.3                                           2002 and thereafter - $3.0
- --------------------------------------------------------------------------------

NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following  disclosures are made in accordance with the  requirements of SFAS
No. 107,  "Disclosures about Fair Value of Financial  Instruments." SFAS No. 107
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate that value. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly  affected by the assumptions used,  including
the  discount  rate and  estimates  of future cash flows.  In that  regard,  the
derived fair value estimates,  in many cases, could not be realized in immediate
settlement of the instrument.

SFAS  No.  107  excludes  certain  financial  instruments  and all  nonfinancial
instruments from its disclosure  requirements.  Accordingly,  the aggregate fair
value amounts presented do not represent the underlying value of the Company.

The fair value  estimates  presented  herein are based on pertinent  information
available to management as of December 31, 1996 and 1995. Although Management is
not aware of any factors  that would  significantly  affect the  estimated  fair
value amounts, such amounts have not been comprehensively  revalued for purposes
of these financial statements since that date;  therefore,  current estimates of
fair value may differ significantly from the amounts presented herein.

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

FIXED  MATURITY  SECURITIES  - The  estimated  fair value  disclosures  for debt
securities satisfy the fair value disclosure  requirements of SFAS No. 107. (see
Note 3.)

EQUITY  SECURITIES - Fair value equals  carrying  value as these  securities are
carried at quoted market value.

MORTGAGE  LOANS ON REAL  ESTATE - The fair  values  for  mortgage  loans on real
estate are estimated using  discounted cash flow analyses,  using interest rates
currently  being offered in the  marketplace for similar loans to borrowers with
similar credit ratings.  Loans with similar  characteristics  are aggregated for
purposes of the calculations.

CASH SHORT-TERM  INVESTMENTS  AND POLICY LOANS - The carrying  amounts for these
assets approximate the assets' fair values.

OTHER FINANCIAL  INSTRUMENTS REPORTED AS ASSETS - The carrying amounts for these
financial  instruments  (primarily  premiums and other  accounts  receivable and
accrued investment income) approximate those assets' fair values.

INVESTMENT  CONTRACT  LIABILITIES  - The fair value for deferred  annuities  was
estimated to be the amount  payable on demand at the  reporting  date,  as those
investment  contracts  have no  defined  maturity  and are  similar to a deposit
liability.  The  amount  payable at the  reporting  date was  calculated  as the
account balance less applicable surrender charges.

The fair values for  supplementary  contracts  without  life  contingencies  and
immediate  annuities were estimated  using  discounted  cash flow analyses.  The
discount rate was based upon treasury rates plus a pricing margin.

The carrying  amounts reported for other  investment  contracts,  which includes
participating pension contracts and retirement plan deposits,  approximate those
liabilities' fair value.

CLAIM AND OTHER DEPOSIT FUNDS - The carrying amounts for claim and other deposit
funds approximate the liabilities' fair value.

OTHER FINANCIAL  INSTRUMENTS  REPORTED AS LIABILITIES - The carrying amounts for
other financial  instruments  (primarily normal payables of a short-term nature)
approximate those liabilities' fair values.

INTEREST RATE SWAPS - The fair value for interest rate swaps was estimated using
discounted cash flow analyses.  The discount rate was based upon rates currently
being  offered  for  similar   interest  rate  swaps   available   from  similar
counterparties.

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments as of December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>

                                                                  1996                            1995
                                                        -------------------------      ------------------------
                                                          CARRYING         FAIR          CARRYING         FAIR
(IN MILLIONS)                                              AMOUNT          VALUE          AMOUNT          VALUE
- ----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>            <C>            <C>      
Financial Instruments Recorded as Assets
     Fixed Maturity Securities                           $ 1,356.7       $ 1,356.7      $ 1,413.4      $ 1,413.4
     Equity Securities                                         7.3             7.3            6.6            6.6
     Mortgage Loans on Real Estate
         Commercial                                          218.9           224.7          186.0          196.5
         Residential and Other                                57.4            58.7           47.9           49.1
     Policy Loans                                             73.4            73.4           68.5           68.5
     Cash and Short-Term Investments                           4.0             4.0           28.3           28.3
     Other Financial Instruments Recorded
          as Assets                                           38.9            38.9           39.1           39.1
Financial Instruments Recorded as Liabilities
     Investment Contracts
         Deferred Annuities                                 (770.4)         (748.6)        (836.2)        (806.2)
         Supplementary Contracts and Immediate
            Annuities                                         (2.9)           (2.8)          (4.4)          (4.0)
         Other Investment Contracts                          (12.3)          (12.3)           (.4)           (.4)
     Claim and Other Deposit Funds                            (1.1)           (1.1)             -              -
     Other Financial Instruments Recorded
         as Liabilities                                      (15.5)          (15.5)         (25.2)         (25.2)
Off-Balance-Sheet Financial Instruments
     Interest Rate Swaps                                         -             1.4              -            4.7
- ----------------------------------------------------------------------------------------------------------------

</TABLE>

Fair value  estimates  are made at a specific  point in time,  based on relevant
market  information  and  information  about  the  financial  instrument.  These
estimates do not reflect any premium or discount that could result from offering
for  sale  at  one  time  the  Company's  holdings  of  a  particular  financial
instrument.  Because no market exists for a significant portion of the Company's
financial  instruments,  fair value  estimates are based on judgments  regarding
future   expected   loss   experience,   current   economic   conditions,   risk
characteristics  of various  financial  instruments,  and other  factors.  These
estimates  are  subjective  in nature and involve  uncertainties  and matters of
significant  judgment  and,  therefore,  cannot be  determined  with  precision.
Changes in assumptions could significantly affect the estimates.

Fair value  estimates are based on existing on and  off-balance  sheet financial
instruments  without  attempting  to estimate  the value of  anticipated  future
business  and the  value of  assets  and  liabilities  that  are not  considered
financial  instruments.  In  addition,  the  tax  ramifications  related  to the
realization of the unrealized gains and losses can have a significant  effect on
fair value estimates and have not been considered in the estimates.

NOTE 12. SUBSEQUENT EVENT

On February 23,  1997,  ReliaStar  signed a definitive  agreement to acquire and
merge  Security-Connecticut  Corporation (SRC) into ReliaStar.  SRC is a holding
company  with two primary  subsidiaries:  Security  Connecticut  Life  Insurance
Company of Avon, Connecticut,  and Lincoln Security Life Insurance Company (LSL)
of Brewster,  New York. As of December 31, 1996,  LSL had assets of $365 million
and  total  shareholders  equity of $45  million.  Completion  of the  merger is
expected  in the  second or third  quarter  of 1997,  and is  subject  to normal
closing   conditions,   including  approval  by  SRC  shareholders  and  various
regulatory  approvals.  It is management's  current intent,  pending  regulatory
approval, to merge LSL with and into the Company.


                                     PART C

                                OTHER INFORMATION


ITEM 24 FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements

          (1)  Condensed Financial Information is included in Part A.
   
          (2)  RELIASTAR BANKERS SECURITY VARIABLE ANNUITY FUNDS P AND Q(1)
               ----------------------------------------------------------
               Independent Auditors' Report
               Statements of Assets and Liabilities, December 31, 1996
               Statements of Operations and Changes in Net Assets for
                  Years Ended December 31, 1996 and 1995
               Notes to Financial Statements

               RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
               -------------------------------------------------
               Independent Auditors' Report
               Consolidated Balance Sheets, December 31, 1996 and 1995
               Consolidated Statements of Income, Years Ended
                  December 31, 1996 and 1995
               Consolidated Statements  of  Shareholders' Equity, Years Ended
                  December 31, 1996 and 1995
               Consolidated Statements of Cash Flows, Years Ended
                  December 31, 1996 and 1995
               Notes to Consolidated Financial Statements

     (b)  Exhibits

          (1)  Resolutions  of the  Board  of  Directors  of  ReliaStar  Bankers
               Security Life Insurance Company  authorizing the establishment of
               the Separate Accounts.(2)

          (2)  Not applicable

          (3a) Form of Underwriting  Agreement for Variable  Annuity Funds P and
               Q.

          (3b) Form of Dealer Agreements for Variable Annuity Funds P and Q.

          (3c) Underwriting  and Dealer  Agreements  for  Variable  Annuity Fund
               M.(3)

          (3d) Participation     Agreement    with    Oppenheimer     Management
               Corporation.(4)

          (3e) Participation Agreement with Alliance Capital Management Corp.(4)

          (3f) Participation Agreement with Variable Insurance Products Fund and
               Fidelity Distributors Corporation.(5)

          (3g) Participation  Agreement with Variable Insurance Products Fund II
               and Fidelity Distributors Corporation.(5)

          (3h) Form of Service  Agreement  and Service  Contract  with  Fidelity
               Investments Institutional Operations Company, Inc., dated January
               1, 1997.(6)

          (4)  Form of Contract.(7)

          (5)  Contract Application Form.

          (6)  Certificate of Incorporation and Bylaws.(5)
    
          (7)  Not Applicable.

          (8)  Not Applicable.

   
          (9)  Opinion  and  Consent  of Robert B.  Saginaw  as to  legality  of
               securities being registered.

          (10a) Written consent of Deloitte & Touche LLP, Independent Auditors.

          (10b) Written consent of KPMG Peat Marwick LLP, Independent Auditors.
    

          (11) Not applicable.

          (12) Not applicable.

   
          (13) Schedule for Computation of Performance Data.

          (14) Financial Data Schedule.

          (15a)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.(5)

          (15b) Power of Attorney for R. Michael Conley.


(1)  Incorporated by reference to Registrant's Annual Report to Variable Annuity
     Contract Owners filed on March 7, 1997.

(2)  Incorporated by reference to Registrant's Form N-8B-2 Registrant  Statement
     dated September 29, 1980.

(3)  Incorporated by reference to Post-effective Amendment No. 1 to Registrant's
     Registration Statement dated January 29, 1981.

(4)  Incorporated by reference to Post-effective Amendment No. 5 to Registrant's
     Registration Statement dated April 24, 1991.

(5)  Incorporated  by  reference  to the initial  registration  statement,  form
     S-6EL24, for file 333-19123, submitted December 31, 1996.

(6)  Incorporated  by reference to  Post-Effective  Amendment No. 20 to Form N-4
     Registration Statement for Select Variable Account, File No. 2-75185, filed
     on April 7, 1997.
    

(7)  Incorporated by reference to Registrant's  Form N-4 Registration  Statement
     dated January 13, 1987.


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 February 28, 1997, there were  approximately 4809 Owners of qualified
Contracts and  approximately  3655 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 (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:
   

<TABLE>
<CAPTION>

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

</TABLE>

     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 Depositor, ReliaStar Bankers Security Life Insurance Company,
               represents that 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   certifies  that  it  meets  all  of  the   requirements  of
effectiveness of this Amendment to the Registration  Statement  pursuant to Rule
485(b)  under the  Securities  Act of 1933 and 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 30th day of April, 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
30th day of April, 1997.
    

                      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,  this Amendment to the  Registration
Statement  has been  signed  on this 30th day of  April,  1997 by the  following
directors and officers of Depositor in the capacities indicated:

         /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


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



                                  EXHIBIT INDEX

(b)  Exhibits:


     (3a) Underwriting  Agreement for Variable  Annuity Funds P and Q, effective
          February 1, 1997.

     (3b) Form of Dealer Agreements for Variable Annuity Funds P and Q.

     (5)  Contract Application Form.

     (9)  Opinion  and  Consent of Robert B.  Saginaw as to the  legality of the
          securities being registered.

     (10a) Written Consent of Deloitte & Touche LLP, Independent Auditors.

     (10b) Written Consent of KPMG Peat Marwick LLP, Independent Auditors.

     (13) Schedule for Computation of Performance Data.

     (14) Financial Data Schedule,  filed hereto electronically as Exhibit 27 to
          Rule 401 of Regulation S-T.

     (15b) Power of Attorney for R. Michael Conley.


                             DISTRIBUTION AGREEMENT


     AGREEMENT made this 1st day of February,  1997,  between  ReliaStar Bankers
Security Life Insurance Company, a New York corporation,  (ReliaStar Bankers) on
its own behalf and on behalf of the separate  accounts of  ReliaStar  Bankers as
set forth in Exhibit A (Variable Account) and Washington Square Securities, Inc.
(WSSI) which is a member of the National Association of Securities Dealers, Inc.
(NASD) and is registered as a  broker-dealer  with the  Securities  and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the "1934 Act").

     WHEREAS,  ReliaStar  Bankers  sells  variable  life  insurance and variable
annuity  contracts  (Contracts),  assets for which are  allocated  to a Variable
Account.  ReliaStar  Bankers  proposes  to accept  premium  payments on existing
Contracts and to sell  additional  Contracts  pursuant to the  effectiveness  of
Registration  Statements  relating to the Contracts  and Variable  Account filed
with the  Securities and Exchange  Commission  pursuant to the Securities Act of
1933, as amended (the "1933 Act"); and

     WHEREAS,  each Variable  Account is registered as a unit  investment  trust
under the Investment Company Act of 1940 (the "1940 Act"); and

     WHEREAS,  WSSI is an affiliate of ReliaStar Bankers,  and ReliaStar Bankers
desires to retain WSSI as the General  Distributor and Principal  Underwriter to
distribute and sell to the public the Contracts issued by ReliaStar  Bankers and
WSSI is willing to render such services.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
hereinafter set forth, the parties agree as follows:

1.   PRINCIPAL UNDERWRITER.

ReliaStar  Bankers  hereby  appoints  WSSI,  during the term of this  Agreement,
subject to the registration  requirements of the 1933 Act and the 1940 Act to be
the General  Distributor and Principal  Underwriter for the sale of Contracts to
the public in each state and other  jurisdictions  in which the contracts may be
lawfully  sold.  WSSI shall offer the  Contracts  for sale and  distribution  at
prices set by ReliaStar  Bankers,  through its own  representatives  and through
other  broker  dealers  contracted  under a Selling  Agreement  as  described in
Paragraph 2 of this Agreement.

2.   SELLING AGREEMENTS.

WSSI is hereby  authorized to enter into separate  written  agreements,  on such
terms  and  conditions  as  WSSI  and  ReliaStar   Bankers   determine  are  not
inconsistent  with this  Agreement,  with  other  broker-dealers  that  agree to
participate as a broker-dealer  in the  distribution of the Contracts and to use
their best efforts to solicit applications for Contracts. Any such broker-dealer
(hereinafter  "Broker"),  shall be registered as a broker-dealer  under the 1934
Act and shall be a member of the NASD.  ReliaStar  Bankers  shall  undertake  to
appoint Broker's qualified agents or representatives as life insurance agents of
ReliaStar Bankers,  provided that ReliaStar Bankers reserves the right to refuse
to appoint any proposed representative or agent, or once appointed, to terminate
such appointment.

3.   SUITABILITY.

ReliaStar  Bankers  desires to ensure that  Contracts will be sold to purchasers
for whom the Contract  will be  suitable.  WSSI shall take  reasonable  steps to
ensure   that  the   registered   representatives   of  WSSI   shall   not  make
recommendations  to an  applicant  to  purchase  a  Contract  in the  absence of
reasonable  grounds to believe the purchase of the Contract is suitable for such
applicant, and shall impose similar obligations upon Brokers.

4.   CONFORMITY WITH REGISTRATION STATEMENT AND APPROVED SALES MATERIALS.

In  performing  its duties as General  Distributor,  WSSI will act in conformity
with the  Prospectus  and with the  instructions  and  directions  of  ReliaStar
Bankers,  the  requirements of the 1933 Act, the 1940 Act, the 1934 Act, and all
other applicable federal and state laws and regulations. WSSI shall not give any
information nor make any representations,  concerning any aspect of the Contract
or of  ReliaStar  Banker's  operations  to any  persons  or entity  unless  such
information or representations  are contained in the Registration  Statement and
the pertinent prospectus filed with the Securities and Exchange  Commission,  or
are contained in sales or promotional  literature approved by ReliaStar Bankers.
WSSI will not use and will take  reasonable  steps to ensure by  representatives
will not use any sales  promotion  material and  advertising  which has not been
previously approved by ReliaStar Bankers.  WSSI shall impose similar obligations
upon Brokers contracted under a Selling Agreement as described in Paragraph 2 of
this Agreement.

5.   APPLICATIONS.

Completed  applications  for  Contracts  solicited by WSSI through its agents or
representatives shall be transmitted directly to ReliaStar Bankers. All payments
under the Contracts  shall be made by check  payable to ReliaStar  Bankers or by
other method acceptable to ReliaStar Bankers,  and if received by WSSI, shall be
held at all times in a fiduciary  capacity  and  remitted  promptly to ReliaStar
Bankers.

6.   STANDARD OF CARE.

WSSI shall be  responsible  for exercising  reasonable  care in carrying out the
provisions of this Agreement.

7.   RECORDS AND REPORTS.

ReliaStar  Bankers  shall  maintain and preserve such records as are required of
it, WSSI and the Variable  Account,  by  applicable  laws and  regulations  with
regard to the offer and sale of variable life  insurance.  The books,  accounts,
and  records  of  ReliaStar  Bankers,  the  Variable  Account  and WSSI shall be
maintained  by ReliaStar  Bankers so as to clearly and  accurately  disclose the
nature and details of the  transactions.  ReliaStar  Bankers agrees that it will
maintain and preserve all such records in conformity  with the  requirements  of
the 1934 Act, to the extent such  requirements  are  applicable to variable life
insurance.  ReliaStar  Bankers further agrees that all such records shall be and
are maintained and held in conformity with the 1934 Act and said records are and
shall remain at all times available to WSSI.

8.   COMPENSATION.

ReliaStar  Bankers shall arrange for the payment of commissions to those Brokers
that sell Contracts under agreements entered into pursuant to Section 2, hereof,
and to  wholesalers  that solicit  brokers to sell  Contracts  under  agreements
entered into  pursuant to Section 2,  hereof,  in amounts as may be agreed to by
ReliaStar Bankers and WSSI specified in such written agreements.

9.   INVESTIGATION AND PROCEEDINGS.

WSSI  and  ReliaStar   Bankers  agree  to  cooperate  fully  in  any  regulatory
investigation  or proceeding or judicial  proceeding  arising in connection with
the contracts  distributed under this Agreement.  WSSI further agrees to furnish
regulatory  authorities  with any information or reports in connection with such
services which may be requested in order to ascertain  whether the operations of
ReliaStar  Bankers  and the  Variable  Account are being  conducted  in a manner
consistent  with  Applicable laws and  regulations.  WSSI and ReliaStar  Bankers
further agree to cooperate fully in any securities  regulatory  investigation or
proceeding with respect to ReliaStar  Bankers,  WSSI, their affiliates and their
agents or representatives to the extent that such investigation or proceeding is
in connection with Contracts distributed under this Agreement.  Without limiting
the foregoing:

     (a)  WSSI will be notified promptly of any customer  complaint or notice of
          any  regulatory  investigation  or proceeding  or judicial  proceeding
          received by  ReliaStar  Bankers  with  respect to WSSI or any agent or
          representative  of  a  Broker  which  may  affect  ReliaStar  Banker's
          issuance of any Contract sold under this Agreement; and

     (b)  WSSI will promptly notify ReliaStar Bankers of any customer  complaint
          or notice of any regulatory  investigation  or proceeding  received by
          WSSI  or  its  affiliates  with  respect  to  WSSI  or  any  agent  or
          representative  a Broker in connection  with any Contract  distributed
          under this  Agreement  or any  activity  in  connection  with any such
          Contract.

10.  EMPLOYEES.

WSSI  will not  employ  in any  material  connection  with the  handling  of the
Variable Accounts assets any person who, to the knowledge of WSSI:

     (a)  in the last 10 years has been  convicted of any felony or  misdemeanor
          arising out of conduct involving embezzlement,  fraudulent conversion,
          or misappropriation of funds or securities, or involving violations of
          Section 1341, 1342, or 1343 of Title 18, United States Code; or

     (b)  within  the last 10  years  has been  found  by any  state  regulatory
          authority  to  have  violated  or has  acknowledged  violation  of any
          provision of any state  insurance  law  involving  fraud,  deceit,  or
          knowing misrepresentation; or

     (c)  within  the last 10  years  has been  found  by any  federal  or state
          regulatory authorities to have violated or have acknowledged violation
          of any revision of federal or state  securities laws involving  fraud,
          deceit, or knowing misrepresentation.

11.  TERMINATION.

This Agreement may be terminated at any reason, for any either party on 60 days'
written  notice to the other  party,  without the payment of any  penalty.  Upon
termination of this Agreement, all authorizations,  rights and obligations shall
cease except the obligation to settle accounts hereunder,  including commissions
on purchase  payments  subsequently  received for Contracts in effect at time of
termination, and the agreements contained in Sections 8 and 9 hereof.

12.  ASSIGNMENT.

This Agreement is not assignable by either party.

13.  REGULATION.

This  Agreement  shall be subject to the provisions of the 1940 Act and the 1934
Act and the rules,  regulations  and rulings  thereunder,  and of the applicable
rules and regulations of the NASD, and applicable  state insurance law and other
applicable  law,  from time to time in  effect,  and the terms  hereof  shall be
interpreted and construed in accordance therewith.

14.  NOTICES.

Notices of any kind to be given to WSSI by  ReliaStar  Bankers  or the  Variable
Account  shall be in  writing  and shall be duly given if  mailed,  first  class
postage  prepaid,  or delivery to the President of WSSI at 20 Washington  Avenue
South, Minneapolis,  MN 55401, or at such other address or to such individual as
shall be specified by WSSI. Notices of any kind to be given to ReliaStar Bankers
or the Variable  Account  shall be in writing and shall be duly given if mailed,
first  class  postage  prepaid,  or  delivered  to them at 1000  Woodbury  Road,
Woodbury, New York 11797, Attention: Senior Vice President, Individual Insurance
Division,  or at such other address or to such  individual as shall be specified
by ReliaStar Bankers.

15.  SEVERABILITY.

If any  provisions  of this  Agreement  shall be held or made invalid by a court
decision,  statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.

16.  GOVERNING LAW.

     This  Agreement  shall be  construed  and enforced in  accordance  with and
governed by the laws of the State of New York.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.

                            RELIASTAR BANKERS SECURITY
                            LIFE INSURANCE COMPANY


                            By:_________________________________________

                            Name:  Richard R. Crowl

                            Title:  Senior Vice President and General Counsel



                            WASHINGTON SQUARE SECURITIES, INC.


                            By:_________________________________________

                            Name:  Robert B. Saginaw

                            Title:  Vice President


<TABLE>
<CAPTION>

                                                            FORM NUMBER OF CONTRACT FUNDED BY VARIABLE
NAME OF VARIABLE ACCOUNT                                    ACCOUNT
- -------------------------------------------------------     ---------------------------------------------
<S>                                                         <C>                       
ReliaStar Bankes Security Variable Annuity Funds A,         ORD 75-34 and state exceptions
B, C

ReliaStar  Bankers  Security  Variable  Annuity  Funds D,   ORD  75-32  and  state
exceptions E, F, G, H, I

ReliaStar Bankers Security Variable Annuity Fund M          ORD-80-1924 and state exceptions

ReliaStar Bankers Security Variable Annuity Funds P &       B-ORD-1928-90 and state exceptions
Q

ReliaStar Bankers Security Variable Life Separate           85-251 and state exceptions
Account I

ReliaStar Bankers Security Variable Life Separate           Level premium policies
Account I                                                   VL82-1195, VL84-1103,
                                                            VL84-1102; single premium policy VL84-1101;
                                                            and state exceptions
</TABLE>





                     BROKER-DEALER AGENCY SELLING AGREEMENT
                             FOR VARIABLE CONTRACTS

         This Agreement is made among the following three parties:

         1.       RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
                  1000 Woodbury Road, Suite 102
                  Woodbury, New York 11797
                  a New York domiciled stock life insurance company
                  (hereinafter "INSURER"); and,

         2.       WASHINGTON SQUARE SECURITIES, INC.
                  20 Washington Avenue South
                  Minneapolis, Minnesota 55401-1900
                  an affiliate of Insurer, registered as a broker-dealer with
                  the Securities and Exchange Commission ("SEC") and a member
                  of the National Association of Securities Dealers, Inc. 
                  ("NASD")(hereinafter "GENERAL DISTRIBUTOR"); and,

         3.       ______________________________
                  Company's Full Name

                  ______________________________
                  Street

                  ______________________________
                  City  State   ZIP
                  registered as a broker-dealer with the SEC and a member of the
                  NASD  and  licensed  as  an  insurance   agency   (hereinafter
                  "BROKER-DEALER").

                                    RECITALS:

     WHEREAS,  Broker-Dealer  is  licensed  as an  insurance  agency in order to
satisfy state  insurance law  requirements  with respect to the sale of variable
insurance products which are registered securities with the SEC.

     WHEREAS,  the parties wish to enter into an agreement for the  distribution
of Variable Contracts by Broker-Dealer; and

     WHEREAS, Insurer has appointed General Distributor as principal underwriter
and  distributor  (as those terms are defined by the  Investment  Company Act of
1940) of the Variable Contracts and has authorized General  Distributor to enter
into selling agreements with registered  broker-dealers for the solicitation and
sale of Variable Contracts; and,

     WHEREAS,  Insurer and General Distributor  propose to have  Broker-Dealer's
registered representatives who are licensed as life insurance/variable  contract
agents  in  appropriate  jurisdictions   ("Representatives")  solicit  and  sell
Variable Contracts and,

     WHEREAS,  Insurer and  General  Distributor  propose to have  Broker-Dealer
provide certain supervisory and administrative services as hereinafter described
with respect to the solicitation and sales of Variable Contracts.

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
hereinafter set forth, the parties now agree as follows:

1.   VARIABLE CONTRACTS

In this Agreement,  the words "Variable Contract" shall mean those variable life
insurance policies and variable annuity contracts identified in Section 1 of the
Compensation Schedule attached hereto, and as may hereafter be amended.

Insurer may in its sole discretion and without notice to Broker-Dealer,  suspend
sales of any Variable  Contracts  or amend any policies or contracts  evidencing
such Variable Contracts if, in Insurer's  opinion,  such suspension or amendment
is:  (1)  necessary  for  compliance   with  federal,   state,  or  local  laws,
regulations,   or  administrative   order(s);   or,  (2)  necessary  to  prevent
administrative  or  financial  hardship  to  Insurer.  In all other  situations,
Insurer shall provide 30 days notice to Broker-Dealer  prior to suspending sales
of any Variable Contracts or amending any policies or contracts  evidencing such
Variable Contracts.

Insurer may issue and propose additional or successor  products,  in which event
Broker-Dealer  will  be  informed  of the  product  and its  related  Commission
Schedule. If Broker-Dealer does not agree to distribute such product(s), it must
notify Insurer in writing  within 30 days of receipt of the Commission  Schedule
for such product(s).  If Broker-Dealer does not indicate  disapproval of the new
product(s)  or  the  terms  contained  in  the  related   Commission   Schedule,
Broker-Dealer  will  be  deemed  to  have  thereby  agreed  to  distribute  such
product(s) and agreed to the related Commission Schedule which shall be attached
to and made a part of this Agreement.

2.   AGENCY APPOINTMENT

     On  the   effective   date,   Insurer  and  General   Distributor   appoint
Broker-Dealer and Broker-Dealer  accepts the appointment to solicit sales of and
to sell Variable Contracts, pursuant to the terms of this Agreement.

3.   DUTIES OF BROKER-DEALER

     (a)  SUPERVISION  OF   REPRESENTATIVES.   Broker-Dealer   shall  have  full
          responsibility for the training and supervision of all Representatives
          who are  engaged  directly or  indirectly  in the offer or sale of the
          Variable  Contracts,  and all such  persons  shall be  subject  to the
          control of  Broker-Dealer  with  respect to such  persons'  securities
          regulated  activities  in  connection  with  the  Variable  Contracts.
          Broker-Dealer will cause the Representatives to be trained in the sale
          of the Variable Contracts,  will cause such Representatives to qualify
          under  applicable  federal and state laws to engage in the sale of the
          Variable Contracts;  will cause such  Representatives to be registered
          representatives of Broker-Dealer before such Representatives engage in
          the solicitation of applications for the Variable Contracts;  and will
          cause such  Representatives  to limit solicitation of applications for
          the Variable  Contracts to jurisdictions  where Insurer has authorized
          such  solicitation.  Broker-Dealer  shall cause such  Representatives'
          qualifications   to  be  certified  to  the  satisfaction  of  General
          Distributor and shall notify General Distributor if any Representative
          ceases to be a registered representative of Broker-Dealer or ceases to
          maintain  the proper  licensing  required for the sale of the Variable
          Contracts.  All parties shall be liable for their own  negligence  and
          misconduct under this paragraph.

     (b)  REPRESENTATIVES INSURANCE COMPLIANCE. Broker-Dealer, prior to allowing
          its  Representatives  to  solicit  for  sales  or  sell  the  Variable
          Contracts,  shall require such representatives to be validly insurance
          licensed,   registered   and   appointed  by  Insurer  as  a  variable
          contract/life  insurance agent in accordance  with the  jurisdictional
          requirements of the place where the solicitations and sales take place
          as well as the solicited person's or entity's place of residence.

          Broker-Dealer   shall   assist   Insurer   in   the   appointment   of
          Representatives  under the applicable  insurance laws to sell Variable
          Contracts.  Broker-Dealer  shall fulfill all Insurer  requirements  in
          conjunction  with the submission of  licensing/appointment  papers for
          all   applicants   as   insurance   agents   of   Insurer.   All  such
          licensing/appointment  papers  shall be  submitted  to  Insurer or its
          designee by Broker-Dealer.  Notwithstanding  such submission,  Insurer
          shall have sole discretion to appoint, refuse to appoint, discontinue,
          or terminate the  appointment  of any  Representative  as an insurance
          agent of Insurer.

     (c)  COMPLIANCE  WITH NASD RULES OF FAIR  PRACTICE  AND  FEDERAL  AND STATE
          SECURITIES   LAWS.   Broker-Dealer   shall   fully   comply  with  the
          requirements of the National Association of Securities Dealers,  Inc.,
          the Securities  Exchange Act of 1934 and all other applicable  federal
          and state laws. In addition, Broker-Dealer will establish and maintain
          such  rules  and  procedures  as may be  necessary  to cause  diligent
          supervision of the  securities  activities of the  Representatives  as
          required by  applicable  law or  regulation.  Upon  request by General
          Distributor,  Broker-Dealer  shall  furnish  such  records  as  may be
          necessary to establish such diligent supervision.

     (d)  NOTICE   OF   REPRESENTATIVE'S   NONCOMPLIANCE.   In   the   event   a
          Representative   fails  or  refuses  to  submit  to   supervision   of
          Broker-Dealer  or  otherwise  fails to meet the  rules  and  standards
          imposed by Broker-Dealer on its  Representatives,  Broker-Dealer shall
          advise General  Distributor of this fact and shall immediately  notify
          such Representative that he or she is no longer authorized to sell the
          Variable  Contracts and Broker-Dealer  shall take whatever  additional
          action may be  necessary  to terminate  the sales  activities  of such
          Representative relating to such contracts and policies.

     (e)  PROSPECTUSES, SALES PROMOTION MATERIAL AND ADVERTISING.  Broker-Dealer
          shall  be  provided,  without  any  expense  to  Broker-Dealer,   with
          prospectuses  relating  to  the  Variable  Contracts  and  such  other
          supplementary  sales  material as General  Distributor  determines  is
          necessary  or  desirable  for  use in  connection  with  sales  of the
          Variable Contracts.

          NO  SALES  PROMOTION  MATERIALS  OR ANY  ADVERTISING  RELATING  TO THE
          VARIABLE  CONTRACTS,  INCLUDING WITHOUT LIMITATION GENERIC ADVERTISING
          MATERIAL  WHICH DOES NOT REFER TO  INSURER  BY NAME,  SHALL BE USED BY
          BROKER-DEALER UNLESS THE SPECIFIC ITEM HAS BEEN APPROVED IN WRITING BY
          GENERAL DISTRIBUTOR PRIOR TO SUCH USE.

          In addition,  Broker-Dealer shall not print, publish or distribute any
          advertisement,  circular or any  document  relating to Insurer  unless
          such  advertisement,  circular or document shall have been approved in
          writing  by  Insurer  prior  to such  use.  Upon  termination  of this
          Agreement,  all prospectuses,  sales promotion material,  advertising,
          circulars,  documents and software  relating to the sales of Insurer's
          contracts shall be promptly turned over to Insurer free from any claim
          or retention of rights by the Broker-Dealer.

          Insurer  represents  that the  prospectus and  registration  statement
          relating to the Variable  Contracts  contain no untrue  statements  of
          material  fact or omission to state  material  fact,  the  omission of
          which makes any statement contained in the prospectus and registration
          statement misleading.  Insurer agrees to indemnify  Broker-Dealer from
          and against any claims, liabilities and expenses which may be incurred
          under the Securities Act of 1933, the Investment  Company Act of 1940,
          common law or  otherwise  arising out of a breach of the  agreement in
          this paragraph.

          Broker-Dealer  agrees  to hold  harmless  and  indemnify  Insurer  and
          General  Distributor  against  any and  all  claims,  liabilities  and
          expenses  which  Insurer  or  General   Distributor   may  incur  from
          liabilities  arising  out of or  based  upon  any  alleged  or  untrue
          statement  other  than  statements   contained  in  the   registration
          statement,  prospectus  or approved  sales  material  of any  Variable
          Contract.

          In accordance with the requirements of the laws of the several states,
          Broker-Dealer  shall maintain  complete records  indicating the manner
          and extent of distribution of any such  solicitation  material,  shall
          make such  records  and files  available  to staff of  Insurer  or its
          designated  agent in field  inspections  and shall make such  material
          available  to personnel of state  insurance  departments,  the NASD or
          other  regulatory  agencies,  including the SEC, which have regulatory
          authority  over Insurer or General  Distributor.  Broker-Dealer  holds
          Insurer,  General  Distributor and their affiliates  harmless from any
          liability  arising from the use of any  material  which either (a) has
          not been specifically  approved by Insurer in writing, or (b) although
          previously  approved,  has been disapproved,  in writing,  for further
          use.

     (f)  SECURING  APPLICATIONS.  All applications for Variable Contracts shall
          be made on  application  forms  supplied by Insurer  and all  payments
          collected by  Broker-Dealer  or any  Representative  thereof  shall be
          remitted  promptly in full,  together with such application  forms and
          any other required  documentation,  directly to Insurer at the address
          indicated on such application or to such other address as Insurer may,
          from time-to-time,  designate in writing.  Broker-Dealer  shall review
          all such applications for accuracy and  completeness.  Checks or money
          orders in payment on any such Variable  Contract shall be drawn to the
          order of  "ReliaStar  Bankers  Security Life  Insurance  Company." All
          applications  are subject to acceptance or rejection by Insurer at its
          sole  discretion.  All records or  information  obtained  hereunder by
          Broker-Dealer  shall not be  disclosed  or used  except  as  expressly
          authorized  herein,  and  Broker-Dealer  will  keep such  records  and
          information  confidential,  to be disclosed  only as  authorized or if
          expressly required by federal or state regulatory authorities.

     (g)  COLLECTION OF PURCHASE PAYMENTS.  Broker-Dealer  agrees that all money
          or other consideration  tendered with or in respect of any application
          for a Variable  Contract and the Variable  Contract when issued is the
          property of Insurer and shall be promptly  remitted in full to Insurer
          without  deduction  or  offset  for any  reason,  including  by way of
          example but not limitation,  any deduction or offset for  compensation
          claimed by Broker-Dealer.

     (h)  POLICY  DELIVERY.   Insurer  will  transmit   Variable   Contracts  to
          Broker-Dealer  for  delivery  to  Policyowners.  Broker-Dealer  hereby
          agrees to deliver all such Variable  Contracts to Policyowners  within
          ten  (10)  days  of  their  receipt  by  Broker-Dealer  from  Insurer.
          Broker-Dealer  agrees to indemnify and hold  harmless  Insurer for any
          and all  losses  caused by  Broker-Dealer's  failure  to  perform  the
          undertakings   described  in  this  paragraph.   Broker-Dealer  hereby
          authorizes  Insurer to set off any amount it owes  Insurer  under this
          paragraph   against   any  and  all  amounts   otherwise   payable  to
          Broker-Dealer by Insurer.

     (i)  FIDELITY BOND. Broker-Dealer represents that all directors,  officers,
          employees  and  Representatives  of  Broker-Dealer  who  are  licensed
          pursuant to this Agreement as Insurer's agents for state insurance law
          purposes  or who have access to funds of  Insurer,  including  but not
          limited  to  funds  submitted  with   applications  for  the  Variable
          Contracts, or funds being returned to owners, are and shall be covered
          by a  blanket  fidelity  bond,  including  coverage  for  larceny  and
          embezzlement,  issued by a reputable bonding company.  This bond shall
          be maintained by Broker-Dealer at Broker-Dealer's  expense.  Such bond
          shall be, at least,  of the form,  type and amount  required under the
          NASD  Rules  of  Fair   Practice.   Insurer  may   require   evidence,
          satisfactory  to it, that such coverage is in force and  Broker-Dealer
          shall  give  prompt  written  notice  to  Insurer  of  any  notice  of
          cancellation or change of coverage.

          Broker-Dealer  assigns any proceeds received from the fidelity bonding
          company to Insurer to the extent of Insurer's  loss due to  activities
          covered by the bond. If there is any deficiency amount, whether due to
          a deductible or otherwise,  Broker-Dealer  shall  promptly pay Insurer
          such amount on demand and Broker-Dealer  hereby  indemnifies and holds
          harmless  Insurer  from any  such  deficiency  and  from the  costs of
          collection thereof (including reasonable attorneys' fees).

     (j)  Broker Dealer will be governed strictly by all rules, regulations, and
          instructions contained in the RBSL administrative  handbook,  together
          with all other  regulations  instituted from time to time, and observe
          and comply with the insurance  laws and  regulations  of all states in
          which the Broker Dealer operates.

4.   COMPENSATION

     (a)  VARIABLE CONTRACTS.  Insurer, on behalf of General Distributor,  shall
          pay a dealer  concession  to  Broker-Dealer  on all sales of  Variable
          Contracts through its Representatives,  in accordance with the form of
          the Compensation  Schedule  attached  hereto,  which is in effect when
          purchase  payment on such Variable  Contracts are received by Insurer.
          Dealer  concessions will be paid as a percentage of premiums  received
          in cash or other legal tender and accepted by Insurer on  applications
          obtained by Broker-Dealer's Representatives unless otherwise indicated
          in Compensation  Schedule A. Upon  termination of this Agreement,  all
          compensation  payable  hereunder shall cease;  however,  Broker-Dealer
          shall  continue  to be  liable  for any  chargebacks  or for any other
          amounts advanced by or otherwise due Insurer hereunder.

          Insurer  will  pay  all  such   Compensation  to  the   Broker-Dealer.
          Broker-Dealer  agrees to hold Insurer and General Distributor harmless
          from all claims of its  Representatives for compensation in respect of
          Representative's sales of Variable Contracts.

     (b)  COMMISSION  STATEMENTS.  Broker-Dealer will be provided with copies of
          its    Representatives'    commission    statements    together   with
          Broker-Dealer's  own commission  statement for each commission payment
          period in which  commissions are payable.  Broker-Dealer  agrees that,
          except as to clerical errors and material  undisclosed  facts, if any,
          such statements  constitutes a complete and accurate  statement of the
          commission account unless written notice is provided to Insurer within
          120 days after the date of the  statement,  which notice  specifically
          sets forth the objections or exceptions thereto.

     (c)  COMPENSATION SCHEDULES.  The initial Compensation Schedule is attached
          (see Table A).  Insurer and General  Distributor  reserve the right to
          change,  amend,  or cancel any  Compensation  Schedule  as to business
          produced  after such  change by mailing  notice of such  change in the
          form of a new  Compensation  Schedule  to  Broker-Dealer.  Such change
          shall be effective,  unless otherwise  specified,  ten (10) days after
          the notice is mailed.

     (d)  RIGHTS OF  REJECTION  AND  SETTLEMENT.  Insurer  reserves the right to
          reject  any  and  all  applications  and  collections  submitted,   to
          discontinue  writing  any form of policy,  to take  possession  of and
          cancel any  policy  and  return the  premium or any part of it, and to
          make any compromise  settlement in respect of a policy.  Broker-Dealer
          will not be entitled to receive or retain any compensation on premiums
          or parts of premiums  Insurer  does not receive and retain  because of
          such   rejection,   discontinuance,    cancellation,   or   compromise
          settlement.  If compensation  has been paid to which  Broker-Dealer is
          not entitled,  any amount  credited  will be charged back,  and if the
          account  balance  is  insufficient  to  cover  the  credited   amount,
          Broker-Dealer  as  applicable  agrees to promptly  repay the  credited
          amount.

5.   TERMINATION

This Agreement may be terminated,  without cause,  by any party upon thirty (30)
days  prior  written  notice;  and may be  terminated,  for  failure  to perform
satisfactorily or other cause, by any party immediately; and shall be terminated
if Broker-Dealer ceases to be registered as a Broker-Dealer under the Securities
Exchange  Act of 1934 and a member  of the NASD or, if  Broker-Dealer  ceases to
maintain its insurance agent license(s) in good standing in the jurisdictions in
which it conducts business.

6.   ARBITRATION

Any dispute,  claim or  controversy  arising out of or in  connection  with this
Agreement shall be submitted to arbitration  pursuant to the NASD's  arbitration
facilities.  If the subject  matter of the dispute,  claim or controversy is not
within the scope of matters which may  arbitrated  through the NASD  arbitration
facilities,  then such dispute,  claim or  controversy  shall,  upon the written
request of any party,  be  submitted to three  arbitrators,  one to be chosen by
each  party,  and the third by the two so  chosen.  If either  party  refuses or
neglects to appoint an  arbitrator  within thirty (30) days after the receipt of
the written  notice from the other party  requesting it to do so, the requesting
party may appoint two  arbitrators.  If the two arbitrators fail to agree in the
selection of a third  arbitrator  within thirty (30) days of their  appointment,
each of them  shall  name  two,  of whom the  other  shall  decline  one and the
decision  shall be made by  drawing  lots.  All  arbitrators  shall be active or
retired executive  officers of insurance  companies not under the control of any
party to this  Agreement.  Each party shall  submit its case to the  arbitrators
within  thirty  (30)  days  of the  appointment  of the  third  arbitrator.  The
arbitration shall be held in Minneapolis,  Minnesota at the times agreed upon by
the arbitrators. The decision in writing of any two arbitrators, when filed with
the parties  hereto shall be final and binding on both parties.  Judgment may be
entered  upon  the  final  decision  of  the  arbitrators  in any  court  having
jurisdiction.  Each party shall bear the expense of its own arbitrator and shall
jointly  and  equally  bear  with the  other  party  the  expense  of the  third
arbitrator and of the arbitration.

7.   GENERAL PROVISIONS

     (a)  ADDITIONS,  AMENDMENTS,  MODIFICATIONS & WAIVERS. This Agreement shall
          not be effective  until  approved by Insurer and General  Distributor.
          Insurer  and  General  Distributor  reserve  the  right to amend  this
          Agreement at any time, and the  submission of an  application  for the
          purchase of a Variable  Contract by Broker-Dealer  after notice of any
          such  amendment  has  been  sent  shall   constitute   Broker-Dealer's
          agreement  to  any  such  amendment.   No  additions,   amendments  or
          modifications of this Agreement or any waiver of any provision will be
          valid unless approved, in writing, by one of Insurer's duly authorized
          officers.  In addition,  no approved waiver of any default, or failure
          of  performance  by  Broker-Dealer  will affect  Insurer's  or General
          Distributor's  rights with respect to any later  default or failure of
          performance.

     (b)  INDEPENDENT  CONTRACTOR  RELATIONSHIP.  This Agreement does not create
          the  relationship of employer and employee between the parties to this
          Agreement. Insurer and General Distributor are independent contractors
          with respect to Broker-Dealer and its Representatives.

     (c)  ASSIGNMENTS.  Broker-Dealer will not assign or transfer, either wholly
          or  partially,  this  Agreement or any of the  benefits  accrued or to
          accrue  under  it,  without  the  written  prior  consent  of  a  duly
          authorized officer of the Insurer and General Distributor.

     (d)  SERVICE OF PROCESS.  If  Broker-Dealer  receives or is served with any
          notice or other paper  concerning any legal action against  Insurer or
          General   Distributor,   Broker-Dealer   agrees  to   notify   Insurer
          immediately  (in any event not later than the first business day after
          receipt) by telephone  and further  agrees to transmit any papers that
          are served or received by facsimile to (612) 342-7531 and by overnight
          mail to Insurer's Office of General Counsel.

     (e)  SEVERABILITY.  It is  understood  and  agreed by the  parties  to this
          Agreement  that if any part,  term or provision  of this  Agreement is
          held to be  invalid or in  conflict  with any law or  regulation,  the
          validity of the remaining portions or provisions will not be affected,
          and the parties' rights and obligations will be construed and enforced
          as if this  Agreement  did not contain the  particular  part,  term or
          provision held to be invalid.

     (f)  GOVERNING  LAW. It is agreed by the parties to this Agreement that the
          Agreement  and all of its  provisions  will be governed by the laws of
          the State of Minnesota.

     (g)  LIMITATIONS.  No party other than Insurer  shall have the authority on
          behalf of Insurer to make,  alter, or discharge any policy,  contract,
          or certificate issued by Insurer, to waive any forfeiture or to grant,
          permit,  nor extend the time for making any  payments nor to guarantee
          earnings or rates,  nor to alter the forms which Insurer may prescribe
          or substitute other forms in place of those prescribed by Insurer, nor
          to enter into any  proceeding in a court of law or before a regulatory
          agency in the name of or on behalf  of  Insurer,  nor to open any bank
          account in the full legal name of Insurer,  any derivation  thereof or
          any tradename thereof.

8.   TERRITORY

Broker-Dealer's  territory is limited  geographically to those  jurisdictions in
which  the  Variable   Contracts   may  lawfully  be  offered,   provided   that
Broker-Dealer's  right to solicit sales of and to sell the Variable Contracts in
such jurisdictions is not exclusive.

9.   EFFECTIVE DATE

This Agreement shall be effective ________________, 199__.

     IN WITNESS  WHEREOF,  we set our hands this ____ day of  _________________,
199__.


INSURER:

RELIASTAR BANKERS SECURITY LIFE
INSURANCE COMPANY


By: _____________________________

Title: _____________________________

GENERAL DISTRIBUTOR:

WASHINGTON SQUARE SECURITIES, INC.


By: _____________________________

Title: _____________________________


BROKER-DEALER:

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


By: _____________________________

Title: _____________________________







                                     TABLE A
                                     -------

                               DEALER'S CONCESSION
================================================================================
             KIND OF POLICY                                 TOTAL CONCESSIONS
================================================================================

Individual Single Payment Deferred Annuity Contracts                 6%

Additional Purchase Payment Deferred Annuity Contract                6%

Immediate Annuity Contract                                          2.5%
================================================================================


The  Dealer  hereby  agrees  that any  commissions  paid on a  Variable  Annuity
Contract  that is  canceled  under the  provisions  of the  Contract's  right to
examine clause, a/k/a the "20-day free look" clause, will be repaid to ReliaStar
Bankers  Security.  ReliaStar  Bankers  Security  may also charge  such  amounts
against the Dealer's account.

No commissions  will be paid on purchases on Contracts  resulting from exchanges
or  transfers  from  Separate  Accounts A through I or M sponsored  by ReliaStar
Bankers  Security or between  Separate  Accounts Q and NQ sponsored by ReliaStar
Bankers  Security,  or for  transfers  among  investment  media within each such
Separate Account Q or NQ.





<TABLE>
<CAPTION>

                                                            RELIASTAR
                                                         [GRAPHIC OMITTED]



                                               APPLICATION FOR VARIABLE ANNUITY TO:
                                         RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
                           Home Office: 1000 Woodbury Road, Suite 102, P.O. Box 9004, Woodbury, NY 11797
                         Administrative Office:4601 Fairfax Drive, P.O Box 3700, Arlington, VA 22203-0700

                                          Agent/Broker: Send Variable Annuity Application
                                                  and check to your Broker-Dealer

                                                   Please make check payable to:
                                         RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY


                                                             NEW YORK
                                                             USE ONLY




<S>                                                             <C>
1.   DESIGNATED ANNUITANT (Please Print)

NAME  __________________________________________________________SOC. SEC. NO.____________________________________________

ADDRESS_________________________________________________________    SEX      [ ] M      [ ] F

      __________________________________________________________    MO.                DAY              YR.

      ZIP_______________________________________________________BIRTHDATE

RELATIONSHIP TO OWNER___________________________________________

EMPLOYER________________________________________________________    OCCUPATION___________________________________________
- -------------------------------------------------------------------------------------------------------------------------

2.   CONTRACT OWNER (If annuitant and Contract Owner are different,  please fill in SUCCESSOR OWNER)

NAME  __________________________________________________________SOC. SEC. NO.____________________________________________

ADDRESS_________________________________________________________    SEX      [ ] M      [ ] F

      __________________________________________________________    MO.                DAY              YR.

ZIP   ______________________________________BIRTHDATE

SUCCESSOR ______________________________________________________    OCCUPATION___________________________________________
- -------------------------------------------------------------------------------------------------------------------------

3.   BENEFICIARY:

NAME  __________________________________________________________RELATIONSHIP_____________________________________________

SUCCESSOR BENEFICIARY___________________________________________    RELATIONSHIP_________________________________________
- -------------------------------------------------------------------------------------------------------------------------

4.   TYPE OF PLAN:
[ ]  Non-Tax Qualified
[ ]  Tax Qualified (Check one of the following):
[ ]  IRA [ ]Rollover IRA (from a qualified  plan) [ ] SEP IRA  (established  by employer)  
[ ]  HR-10  Keogh  Plan [ ]401(K)  Corporate  Plan [ ] Other  plan [ ]
[ ]  403(b)TSA          [ ]457 (Deferred Compensation Plan)
- -------------------------------------------------------------------------------------------------------------------------

5.   PURCHASE PAYMENT:
INITIAL PURCHASE payment of  $__________________________is  attached. If setting
up a pre-authorized check plan, minimum initial payment is waived. Please attach
check  for  $100  or  more  for  non-tax  qualified  plans  or $50 or  more  for
tax-qualified  plans.  Make check  payable to ReliaStar  Bankers  Security  Life
Insurance Company.
- -------------------------------------------------------------------------------------------------------------------------

6.   DOLLAR COST AVERAGING

   [ ] I authorize to have  $________________  ($100 min) transferred each month from my _______________________ Fund to:

$     _____________________to the_______________________________________________portfolio

$     _____________________to the_______________________________________________portfolio

$     _____________________to the_______________________________________________portfolio

Please make my first transfer on__________________/_________/________ (mm/dd/yy)
and monthly thereafter.
- -------------------------------------------------------------------------------------------------------------------------

7.   PURCHASE PAYMENT ALLOCATION 
     (Must total 100%, fill in percentages):

__________Alliance Capital Growth and Income Portfolio (143/043)   _____________Northstar Growth Fund (179/079)

__________Alliance Capital Short-Term Multi-Market Portfolio       _____________Oppenheimer Money Fund (144/044)
(149/049) 

__________Fidelity Growth Portfolio (171/071)                      _____________Oppenheimer Capital Appreciation Fund
(145/045)

__________Fidelity Equity-Income Portfolio (172/072)               _____________Oppenheimer High Income Fund (146/046)

__________Fidelity Investment Grade Bond Portfolio (174/074)       _____________Oppenheimer Multiple Strategies Fund
(147/047)

__________Fidelity Asset Manager Portfolio (175/075)               _____________Oppenheimer Global Securities Fund
(148/048)

__________Fidelity Index 500 Portfolio (176/076)                   _____________Oppenheimer Strategic Bond Fund (150/050)

__________Fidelity Contrafund Portfolio (178/078)                  _____________Oppenheimer Bond Fund (151/051)

__________Northstar Income and Growth Fund (120/020)               _____________Oppenheimer Growth Fund (152/052)

__________Northstar High Yield Bond Fund (127/027)                 _____________Fixed Fund (140/040)

If no allocations are indicated  above,  the total initial purchase payment will
be allocated to Oppenheimer Money Fund pending allocation  instructions from the
Owner.
- -------------------------------------------------------------------------------------------------------------------------

8.   ANNUITY COMMENCEMENT DATE (Must be completed)

The First Day of__________________/_______ (mm/yy).

The Annuity  Commencement  Date may not be later than the first day of the first
calendar  month after the  Annuitant's  90th  birthday.  Qualified  plans may be
subject to distribution prior to 90th birthday.
- -------------------------------------------------------------------------------------------------------------------------

9.   REPLACEMENT:

Will the annuity  applied for replace or change,  in whole or in part,  existing
annuity  or  life  insurance?  [ ] Yes [ ] No If yes,  explain  under  "No.  11,
Remarks" and request replacement information from your agent if applicable.
- -------------------------------------------------------------------------------------------------------------------------

10.  REMARKS:
- -------------------------------------------------------------------------------------------------------------------------




11.  AMENDMENTS,  CORRECTIONS  AND NOTATIONS MADE BY HOME OFFICE (not applicable in CA, PA or WV)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

I hereby  represent my answers to the above  questions to be correct and true to
the best of my knowledge and belief and agree that this  application  shall be a
part of any annuity contract issued by the Company.  Under penalties of perjury,
I  certify  (1)  that  the  number  shown on this  form is my  correct  taxpayer
identification number and (2) that I am not subject to backup withholding either
because I have not been  notified that I am subject to backup  withholding  as a
result of a failure to report all interest or dividends, or the Internal Revenue
Service has  notified me that I am no longer  subject to backup  withholding.  I
UNDERSTAND  THAT  ANNUITY  PAYMENTS  AND  SURRENDER  VALUES,   WHEN  BASED  UPON
INVESTMENT  EXPERIENCE OF A SUB-ACCOUNT OF A SEPARATE ACCOUNT,  ARE VARIABLE AND
ARE NOT  GUARANTEED AS TO A FIXED DOLLAR AMOUNT.  RECEIPT OF A VARIABLE  ANNUITY
PROSPECTUS  DATED  ____________________________________  AND PROSPECTUSES OF THE
CURRENT FUNDS ARE HEREBY  ACKNOWLEDGED.  IN ADDITION TO THE PROSPECTUSES,  CHECK
HERE [ ] IF YOU WANT STATEMENTS OF ADDITIONAL INFORMATION.


SIGNED AT_______________________________________________________
                   (City)            (State)           (Date)

ANNUITANT_______________________________________________________
                           (Signature of Annuitant)

OWNER___________________________________________________________
               (Signature of Owner if other than Annuitant)

AGENT:  Will the annuity  applied  for  replace or change,  in whole or in part,
existing annuity or life insurance? Yes [ ] No [ ] If Yes, explain in Remarks on
page 3.

(          )----------------------------------------------------
                        (Owner's Telephone Number)
WITNESSED_______________________________________________________
                          (Signature of Selling Agent)
<TABLE>
<CAPTION>

<S>                                                                  <C>
FOR DEALER ONLY                                                      Print Selling Agent's
Dealer's Name___________________________________________________     Name__________________________________________________________
                                                                               (Last)                                   (First)

Branch Office___________________________________________________
                                                                     Selling Agent's
Authorized Signature____________________________________________     IDNumber______________________________________________________

                                                                     Selling Agent's
                                                                     Phone Number__________________________________________________

</TABLE>

DEALER:  Make check payable to RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
and mail check and  application  to: 4601 Fairfax  Drive,  Arlington,  VA 22203;
Attn: Variable Annuity Dept.




April 30, 1997

ReliaStar Bankers Security Life Insurance Company
1000 Woodbury Lane, Suite 102
Woodbury, NY  11797

Madam/Sir:

In connection with the proposed  registration  under the Securities Act of 1933,
as amended,  of individual  variable  annuity  contracts (the  "Contracts")  and
interests in ReliaStar  Bankers  Security  Variable  Annuity  Funds P and Q (the
"Separate Account"),  I have examined documents relating to the establishment of
the Separate  Account by the Board of Directors  of ReliaStar  Bankers  Security
Life  Insurance  Company  (the  "Company")  as a  separate  account  for  assets
applicable to variable  annuity  contracts,  pursuant to New York Insurance Code
Section  4240,  as  amended,  and the  Registration  Statement,  on Form N-4, as
amended by  Post-Effective  Amendment  No. 12 thereto,  File No.  33-11489  (the
"Registration  Statement"),  and I have examined  such other  documents and have
reviewed  such  matters of law as I deemed  necessary  for this  opinion,  and I
advise you that in my opinion:

1.   The Separate  Account is a separate account of the Company duly created and
     validly existing pursuant to the laws of the State of New York.

2.   The contracts, when issued in accordance with the Prospectus constituting a
     part of the  Registration  Statement and upon  compliance  with  applicable
     local  law,  will be  legal  and  binding  obligations  of the  Company  in
     accordance with their respective terms.

3.   The portion of the assets held in the  Separate  Account  equal to reserves
     and other contract liabilities with respect to the Separate Account are not
     chargeable with  liabilities  arising out of any other business the Company
     may conduct.

I consent  to the  filing of this  opinion  as an  exhibit  to the  Registration
Statement  and to the use of my name under the heading  "Legal  Opinions" in the
Prospectus  constituting  a  part  of  the  Registration  Statement  and  to the
references to me wherever appearing therein.





Very truly yours,

/s/Robert B. Saginaw
- --------------------
   Robert B. Saginaw
   Counsel




INDEPENDENT AUDITORS' CONSENT


Board of Directors and Contract Holders
ReliaStar Bankers Security Variable Annuity Funds P and Q

We consent to the  incorporation by reference in this  Post-Effective  Amendment
No. 12 to  Registration  Statement on Form N-4 (File No.  33-11489) of ReliaStar
Bankers Security Variable Annuity Funds P and Q for The USA Plan filed under the
Securities Act of 1933 and the Investment Company Act of 1940, respectively,  of
our report dated  February 14, 1997 on the audit of the financial  statements of
ReliaStar  Bankers  Security  Variable  Annuity Funds P and Q as of December 31,
1996 and for each of the two years in the  period  then  ended,  and our  report
dated March 31, 1997 on the audit of the  consolidated  financial  statements of
ReliaStar  Bankers Life  Insurance  Company and  subsidiaries  as of and for the
years ended December 31, 1996 and 1995, and to the reference to us under the the
headings "Custodian and Accountants" and "Financial Statements" appearing in the
Statement of Additional Information,  all of which are part of such Registration
Statement.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
April 25, 1997




INDEPENDENT AUDITORS' CONSENT


Board of Directors and Contract Holders
ReliaStar Bankers Security Variable Annuity Funds P and Q

We  consent  to  the  use  in  this  Post-Effective  Amendment  and  No.  12  to
Registration  Statement on Form N-4 (File No.  33-11489)  of  ReliaStar  Bankers
Security  Variable  Annuity Funds P and Q filed under the Securities Act of 1933
and the  Investment  Company  Act of 1940,  respectively,  of our  report  dated
February 9, 1995 on the audit of the statement of assets and liabilities and the
related  statement of operations and changes in net assets of ReliaStar  Bankers
Security  Variable  Annuity  Funds P and Q for The USA  Plan  (formerly  Bankers
Security  Variable  Annuity Funds P and Q) as of and for the year ended December
31,  1994  (not  presented  herein),  and the  accumulation  unit  values of the
ReliaStar  Bankers Security  Variable Annuity Funds P and Q for The USA Plan for
each of the years in the eight-year period ended December 31, 1994, appearing in
the Statement of Additional Information of such Registration  Statement;  and to
the references to our firm under the headings  "Custodian and  Accountants"  and
"Financial  Statements"  appearing in the Statement of  Additional  Information,
which is part of such registration statement.

/s/ KPMG Peat Marwick LLP
Washington, D.C.

April 25, 1997



<TABLE>
<CAPTION>

                                           USA PLAN VARIABLE ANNUITY
                                        OPPENHEIMER CAPITAL APPRECIATION

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       <S>             <C>              <C>              <C>                 <C>              <C>              <C>
       06/16/87        1,000.00         $1.000000        1000.000
       06/16/88                         $1.026003        1000.000             1,026.00        1,025.24         999.256
       06/16/89                         $1.277654         999.256             1,276.70        1,275.94         998.658
       06/16/90                         $1.249977         998.658             1,248.30        1,247.54         998.050
       06/16/91                         $1.326080         998.050             1,323.49        1,322.73         997.474
       06/16/92                         $1.465382         997.474             1,461.68        1,460.92         996.955
       06/16/93                         $1.889019         996.955             1,883.27        1,882.51         996.554
       06/16/94                         $2.062816         996.554             2,055.71        2,054.95         996.187
       06/16/95                         $2.346556         996.187             2,337.61        2,336.85         995.864
       06/16/96                         $3.357293         995.864             3,343.41        3,342.65         995.638
       12/31/96                         $3.320628         995.638             3,306.14        3,305.38         995.408
                                                                                        Contract Value
                Ending Value                                                                  3,305.38
                Total Return Inception to Date                                                 230.54%
                Average Annual Return                                                           15.10%

                Number of Years                                                                    8.5

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/91        1,000.00         $1.636956         610.890
       12/31/92                         $1.861079         610.890             1,136.91        1,136.15         610.479
       12/31/93                         $2.340500         610.479             1,428.83        1,428.07         610.156
       12/31/94                         $2.101345         610.156             1,282.15        1,281.39         609.795
       12/31/95                         $2.782443         609.795             1,696.72        1,695.96         609.522
       12/31/96                         $3.320628         609.522             2,024.00        2,023.24         609.294
                                                                                        Conract Value  Surrender Value
                Ending Value                                                                  2,023.24        1,942.31
                Total Return Five Years                                                        102.32%          94.23%
                Average Annual Return                                                           15.14%          14.20%

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $2.782443         359.396
       12/31/96                         $3.320628         359.396             1,193.42        1,192.66         359.167

                                                                                        Contract Value Surrender Value
                 Ending Value                                                                 1,192.66        1,109.17
                 Total Return One Year                                                          19.27%          10.92%
                 Average Annual Return                                                          19.27%          10.92%


                                                 USA PLAN VARIABLE ANNUITY
                                                  OPPENHEIMER HIGH INCOME

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       06/16/87          1,000.00      $1.000000         1000.000
       06/16/88                        $1.078223         1000.000              1,078.22        1,077.46         999.292
       06/16/89                        $1.173671          999.292              1,172.84        1,172.08         998.644
       06/16/90                        $1.227578          998.644              1,225.91        1,225.15         998.022
       06/16/91                        $1.431183          998.022              1,428.35        1,427.59         997.489
       06/16/92                        $1.778659          997.489              1,774.19        1,773.43          997.06
       06/16/93                        $2.134781          997.060              2,128.50        2,127.74         996.702
       06/16/94                        $2.299231          996.702              2,291.65        2,290.89         996.372
       06/16/95                        $2.454308          996.372              2,445.40        2,444.64         996.061
       06/16/96                        $2.781033          996.061              2,770.08        2,769.32         995.788
       12/31/96                        $3.014153          995.788              3,001.46        3,000.70         995.537
                                                                                          Contract Value 
                 Ending Value                                                                  3,000.70
                 Total Return Inception to Date                                                 200.07%
                 Average Annual Return                                                           13.80%

                 Number of Years                                                                    8.5

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/91        1,000.00         $1.607244        622.183
       12/31/92                         $1.870898        622.183               1,164.04       1,163.28         621.776
       12/31/93                         $2.330994        621.776               1,449.36       1,448.60         621.452
       12/31/94                         $2.225559        621.452               1,383.08       1,382.32         621.111
       12/31/95                         $2.653363        621.111               1,648.03       1,647.27         620.823
       12/31/96                         $3.014153        620.823               1,871.26       1,870.50         620.572
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,870.50        1,795.68
                 Total Return Five Years                                                        87.05%          79.57%
                 Average Annual Return                                                          13.34%          12.42%

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $2.653363         376.880
       12/31/96                         $3.014153         376.880             1,135.97        1,135.21         376.627

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,135.21        1,1055.75
                 Total Return One Year                                                          13.52%           5.58%
                 Average Annual Return                                                          13.52%           5.58%


                                                      USA PLAN VARIABLE ANNUITY
                                                   OPPENHEIMER MULTIPLE STRATEGIES

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       05/27/87        1,000.00         $1.000000        1000.000
       05/27/88                         $1.037953        1000.000             1,037.95        1,037.19         999.265
       05/27/89                         $1.268039         999.265             1,267.11        1,266.35         998.668
       05/27/90                         $1.284046         998.668             1,282.34        1,281.58         998.080
       05/27/91                         $1.347173         998.080             1,344.59        1,343.83         997.519
       05/27/92                         $1.503874         997.519             1,500.14        1,499.38         997.012
       05/27/93                         $1.679441         997.012             1,674.42        1,673.66         996.558
       05/27/94                         $1.773634         996.558             1,767.53        1,766.77          996.13
       05/27/95                         $1.937149         996.130             1,929.65        1,928.89         995.737
       05/27/96                         $2.229359         995.737             2,219.86        2,219.10         995.398
       12/31/96                         $2.393640         995.398             2,382.62        2,381.86         995.079
                                                                                         Contract Value 
                 Ending Value                                                                 2,381.86
                 Total Return Inception to Date                                                138.19%
                 Average Annual Return                                                          10.64%

                 Number of Years                                                             8.5833333

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/91        1,000.00         $1.466843         681.736
       12/31/92                         $1.579038         681.736             1,076.49        1,075.73         681.257
       12/31/93                         $1.807794         681.257             1,231.57        1,230.81         680.835
       12/31/94                         $1.744900         680.835             1,187.99        1,187.23           680.4
       12/31/95                         $2.109408         680.400             1,435.24        1,434.48         680.039
       12/31/96                         $2.393640         680.039             1,627.77        1,627.01         679.722
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,627.01        1,561.93
                 Total Return Five Years                                                        62.70%          56.19%
                 Average Annual Return                                                          10.22%           9.33%

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $2.109408         474.067
       12/31/96                         $2.393640         474.067             1,134.75        1,133.99         473.751

                                                                                         Contract Value       Surrender Value
                 Ending Value                                                                 1,133.99        1,054.61
                 Total Return One Year                                                          13.40%           5.46%
                 Average Annual Return                                                          13.40%           5.46%


                                                     USA PLAN VARIABLE ANNUITY
                                                    OPPENHEIMER GLOBAL SECURITIES

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       11/12/90        1,000.00         $1.000000        1000.000
       11/12/91                         $1.052702        1000.000              1,052.70       1,051.94         999.276
       11/12/92                         $0.942124         999.276                941.44         940.68         998.467
       11/12/93                         $1.410618         998.467              1,408.46       1,407.70         997.931
       11/12/94                         $1.562853         997.931              1,559.62       1,558.86         997.445
       11/12/95                        $16.474868         997.445             16,432.77      16,432.01         997.399
       11/12/96                         $1.452753         997.399              1,448.97       1,448.21         996.873
       12/31/96                         $1.726204         996.873              1,720.81       1,720.05         996.435
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,720.05         1,668.45
                 Total Return Inception to Date                                                 72.01%           66.85%
                 Average Annual Return                                                           9.32%            8.78%

                 Number of Years                                                             6.0833333

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/91        1,000.00         $1.028315         972.465
       12/31/92                         $0.943537         972.465               917.56          916.80         971.663
       12/31/93                         $1.584691         971.663             1,539.79        1,539.03         971.186
       12/31/94                         $1.467653         971.186             1,425.36        1,424.60         970.665
       12/31/95                         $1.489840         970.665             1,446.14        1,445.38         970.158
       12/31/96                         $1.726204         970.158             1,674.69        1,673.93         969.717
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,673.93         1,606.97
                 Total Return Five Years                                                        67.39%           60.70%
                 Average Annual Return                                                          10.85%            9.95%

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.489840         671.213
       12/31/96                         $1.726204         671.213             1,158.65        1,157.89         670.772

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,157.89        1,076.84
                 Total Return One Year                                                          15.79%           7.68%
                 Average Annual Return                                                          15.79%           7.68%


                                                       USA PLAN VARIABLE ANNUITY
                                                      OPPENHEIMER STRATEGIC BOND

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       03/20/95        1,000.00         $1.000000        1000.000
       03/20/96                         $1.142731        1000.000             1,142.73        1,141.97         999.334
       12/31/96                         $1.250607         999.334             1,249.77        1,249.01         998.723
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,249.01         1,161.58
                 Total Return Inception to Date                                                 24.90%           16.16%
                 Average Annual Return                                                          13.55%            8.94%

                 Number of Years                                                                 1.75

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.131981         883.407
       12/31/96                         $1.250607         883.407             1,104.79        1,104.03         882.795

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,104.03        1,026.75
                 Total Return One Year                                                          10.40%           2.68%
                 Average Annual Return                                                          10.40%           2.68%


                                                      USA PLAN VARIABLE ANNUITY
                                                        OPPENHEIMER BOND FUND

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       03/14/95        1,000.00         $1.000000        1000.000
       03/14/96                         $1.089361        1000.000             1,089.36        1,088.60         999.301
       12/31/96                         $1.148860         999.301             1,148.06        1,147.30         998.642
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,147.30         1,066.99
                 Total Return Inception to Date                                                 14.73%            6.70%
                 Average Annual Return                                                           8.17%            3.77%

                 Number of Years                                                                  1.75

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.109861         901.014
       12/31/96                         $1.148860         901.014             1,035.14        1,034.38         900.353

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,034.38          961.97
                 Total Return One Year                                                           3.44%          -3.80%
                 Average Annual Return                                                           3.44%          -3.80%

                                                  USA PLAN VARIABLE ANNUITY
                                                   OPPENHEIMER GROWTH FUND

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       03/14/95        1,000.00         $1.000000        1000.000
       03/14/96                         $1.338910        1000.000             1,338.91        1,338.15         999.432
       12/31/96                         $1.566806         999.432             1,565.92        1,565.16         998.949
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,565.16         1,455.60
                 Total Return Inception to Date                                                 56.52%           45.56%
                 Average Annual Return                                                          29.17%           23.93%

                 Number of Years                                                                  1.75

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.271204         786.656
       12/31/96                         $1.566806         786.656             1,232.54        1,231.78         786.173

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,231.78        1,145.56
                 Total Return One Year                                                          23.18%          14.56%
                 Average Annual Return                                                          23.18%          14.56%


                                                  USA PLAN VARIABLE ANNUITY
                                                  ALLIANCE GROWTH AND INCOME

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/27/90        1,000.00         $1.000000        1000.000
       12/27/91                         $1.021747        1000.000             1,021.75        1,020.99         999.259
       12/27/92                         $1.091643         999.259             1,090.83        1,090.07         998.559
       12/27/93                         $1.196279         998.559             1,194.56        1,193.80         997.928
       12/27/94                         $1.181668         997.928             1,179.22        1,178.46         997.285
       12/27/95                         $1.585259         997.285             1,580.96        1,580.20         996.809
       12/27/96                         $1.967705         996.809             1,961.43        1,960.67         996.425
       12/31/96                         $1.946624         996.425             1,939.66        1,938.90         996.032
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,938.90        1,880.73
                 Total Return Inception to Date                                                 93.89%          88.07%
                 Average Annual Return                                                          11.67%          11.10%

                 Number of Years                                                                     6

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/91        1,000.00         $1.021607         978.850
       12/31/92                         $1.089542         978.850             1,066.50        1,065.74         978.154
       12/31/93                         $1.203015         978.154             1,176.73        1,175.97         977.519
       12/31/94                         $1.178388         977.519             1,151.90        1,151.14         976.877
       12/31/95                         $1.597003         976.877             1,560.08        1,559.32         976.404
       12/31/96                         $1.946624         976.404             1,900.69        1,899.93         976.013
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,899.93         1,823.93
                 Total Return Five Years                                                        89.99%           82.39%
                 Average Annual Return                                                          13.70%           12.77%

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.597003         626.173
       12/31/96                         $1.946624         626.173             1,218.92        1,218.16         625.781

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,218.16        1,132.89
                 Total Return One Year                                                          21.82%          13.29%
                 Average Annual Return                                                          21.82%          13.29%


                                                  USA PLAN VARIABLE ANNUITY
                                               ALLIANCE SHORT TERM MULTI-MARKET

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       11/26/90        1,000.00         $1.000000        1000.000
       11/26/91                         $1.054491        1000.000             1,054.49        1,053.73         999.278
       11/26/92                         $1.049850         999.278             1,049.09        1,048.33         998.552
       11/26/93                         $1.105307         998.552             1,103.71        1,102.95         997.868
       11/26/94                         $1.116561         997.868             1,114.18        1,113.42         997.187
       11/26/95                         $1.074085         997.187             1,071.06        1,070.30         996.476
       11/26/96                         $1.165714         996.476             1,161.61        1,160.85         995.827
       12/31/96                         $1.170048         995.827             1,165.17        1,164.41         995.181
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,164.41        1,129.48
                 Total Return Inception to Date                                                 16.44%          12.95%
                 Average Annual Return                                                           2.53%           2.02%

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
        12/31/91         1,000.00       $1.057214         945.882
        12/31/92                        $1.053483         945.882          996.47          995.71          945.16
        12/31/93                        $1.110459         945.160        1,049.56        1,048.80         944.474
        12/31/94                        $1.008624         944.474          952.62          951.86         943.721
        12/31/95                        $1.081957         943.721        1,021.07        1,020.31         943.023
        12/31/96                        $1.170048         943.023        1,103.38        1,102.62         942.372
                                                                                         Contract Value Surrender Value
                 Ending Value                                                            1,102.62        1,058.52
                 Total Return Five Years                                                   10.26%           5.85%
                 Average Annual Return                                                      1.97%           1.14%

                 Number of Years                                                       6.0833333

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
        12/31/95         1,000.00       $1.081957         924.251
        12/31/96                        $1.170048         924.251        1,081.42        1,080.66         923.603

                                                                                         Contract Value Surrender Value
                 Ending Value                                                            1,080.66        1,005.01
                 Total Return One Year                                                      8.07%           0.50%
                 Average Annual Return                                                      8.07%           0.50%


                                                  USA PLAN VARIABLE ANNUITY
                                                       FIDELITY GROWTH

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       05/31/95        1,000.00         $1.000000        1000.000
       05/31/96                         $1.327658        1000.000             1,327.66        1,326.90         999.429
       12/31/96                         $1.338781         999.429             1,338.02        1,337.26         998.864
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,337.26        1,243.65
                 Total Return Inception to Date                                                 33.73%          24.37%
                 Average Annual Return                                                          20.15%          14.76%

                 Number of Years                                                            1.5833333

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.185259         843.697
       12/31/96                         $1.338781         843.697             1,129.53        1,128.77         843.133

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,128.77        1,049.76
                 Total Return One Year                                                          12.88%           4.98%
                 Average Annual Return                                                          12.88%           4.98%


                                            USA PLAN VARIABLE ANNUITY
                                             FIDELITY EQUITY- INCOME

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       05/16/95        1,000.00         $1.000000        1000.000
       05/16/96                         $1.227692        1000.000             1,227.69        1,226.93         999.379
       12/31/96                         $1.308500         999.379             1,307.69        1,306.93           998.8
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                1,306.93         1,215.44
                 Total Return Inception to Date                                                30.69%           21.54%
                 Average Annual Return                                                         18.42%           13.11%

                 Number of Years                                                           1.5833333

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.164564         858.690
       12/31/96                         $1.308500         858.690             1,123.60        1,122.84         858.112

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,122.84        1,044.24
                 Total Return One Year                                                          12.28%           4.42%
                 Average Annual Return                                                          12.28%           4.42%


                                                  USA PLAN VARIABLE ANNUITY
                                                FIDELITY INVESTMENT GRADE BOND

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       09/16/95        1,000.00         $1.000000        1000.000
       09/16/96                         $1.033406        1000.000             1,033.41        1,032.65         999.268
       12/31/96                         $1.062797         999.268             1,062.02        1,061.26         998.554
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,061.26          986.97
                 Total Return Inception to Date                                                  6.13%          -1.30%
                 Average Annual Return                                                           4.87%          -1.04%

                 Number of Years                                                                  1.25

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.044512         957.385
       12/31/96                         $1.062797         957.385             1,017.51        1,016.75         956.674

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,016.75          945.58
                 Total Return One Year                                                           1.68%          -5.44%
                 Average Annual Return                                                           1.68%          -5.44%


                                                  USA PLAN VARIABLE ANNUITY
                                                    FIDELITY ASSET MANAGER

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       06/01/95        1,000.00         $1.000000        1000.000
       06/01/96                         $1.153093        1000.000             1,153.09        1,152.33         999.338
       12/31/96                         $1.244271         999.338             1,243.45        1,242.69         998.729
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,242.69       1,155.70%
                 Total Return Inception to Date                                                 24.27%          15.57%
                 Average Annual Return                                                          15.59%          10.13%

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.109696         901.148
       12/31/96                         $1.244271         901.148             1,121.27        1,120.51         900.535

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,120.51        1,042.07
                 Total Return One Year                                                          12.05%           4.21%
                 Average Annual Return                                                          12.05%           4.21%

                 Number of Years                                                                   1.5


                                                  USA PLAN VARIABLE ANNUITY
                                                     FIDELITY INDEX 500

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       05/16/95        1,000.00         $1.000000        1000.000
       05/16/96                         $1.272863        1000.000             1,272.86        1,272.10         999.401
       12/31/96                         $1.422553         999.401             1,421.70        1,420.94         998.866
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,420.94        1,321.47
                 Total Return Inception to Date                                                 42.09%          32.15%
                 Average Annual Return                                                          24.84%          19.25%

                 Number of Years                                                            1.5833333

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.183960         844.623
       12/31/96                         $1.422553         844.623             1,201.52        1,200.76         844.088

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,200.76        1,116.71
                 Total Return One Year                                                          20.08%          11.67%
                 Average Annual Return                                                          20.08%          11.67%


                                                  USA PLAN VARIABLE ANNUITY
                                                     FIDELITY CONTRAFUND

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       11/12/96        1,000.00         $1.000000        1000.000
       12/31/96                         $1.023682        1000.000             1,023.68        1,022.92         999.256
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,022.92          951.32
                 Total Return Inception to Date                                                  2.29%          -4.87%

                 Number of Years                                                             0.0833333


                                                  USA PLAN VARIABLE ANNUITY
                                                 NORTHSTAR INCOME AND GROWTH

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       07/17/95        1,000.00         $1.000000        1000.000
       07/17/96                         $1.035305        1000.000             1,035.31        1,034.55         999.271
       12/31/96                         $1.175464         999.271             1,174.61        1,173.85         998.627
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,173.85        1,091.68
                 Total Return Inception to Date                                                 17.39%           9.17%
                 Average Annual Return                                                          11.98%           6.39%

                 Number of Years                                                             1.1466667

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.043260         958.534
       12/31/96                         $1.175464         958.534             1,126.72        1,125.96         957.886

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,125.96        1,047.14
                 Total Return One Year                                                          12.60%           4.71%
                 Average Annual Return                                                          12.60%           4.71%


                                                  USA PLAN VARIABLE ANNUITY
                                                  NORTHSTAR HIGH YIELD BOND

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       08/14/95        1,000.00         $1.000000        1000.000
       08/14/96                         $1.019415        1000.000             1,019.42        1,018.66         999.259
       12/31/96                         $1.202364         999.259             1,201.47        1,200.71         998.624
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,200.71        1,116.66
                 Total Return Inception to Date                                                 20.07%          11.67%
                 Average Annual Return                                                          14.70%           8.63%

                 Number of Years                                                           1.33333333

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/31/95        1,000.00         $1.007123         992.927
       12/31/96                         $1.202364         992.927             1,193.86        1,193.10         992.295

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,193.10        1,109.58
                 Total Return One Year                                                          19.31%          10.96%
                 Average Annual Return                                                          19.31%          10.96%


                                                  USA PLAN VARIABLE ANNUITY
                                                       NORTHSTAR GROWTH

                                                                            YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           Q UV          # OF UNITS            VALUE          CONT. FEE          UNITS
         ----           -------           ----          ----------            -----          ---------          -----
       12/10/96        1,000.00         $1.000000        1000.000
       12/31/96                         $1.012828        1000.000             1,012.83        1,012.83         999.252
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,012.83          941.23
                 Total Return Inception to Date                                                  1.21%          -5.88%

                 Number of Years                                                             0.0833333


                                                  USA PLAN VARIABLE ANNUITY
                                             OPPENHEIMER CAPITAL APPRECIATION

                                                                             YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       07/30/87        1,000.00         $1.000000        1000.000
       07/30/88                         $0.960667        1000.000               960.67          959.91         999.212
       07/30/89                         $1.229524         999.212             1,228.56        1,227.80         998.598
       07/30/90                         $1.164560         998.598             1,162.93        1,162.17         997.948
       07/30/91                         $1.286292         997.948             1,283.65        1,282.89         997.355
       07/30/92                         $1.418917         997.355             1,415.16        1,414.40         996.817
       07/30/93                         $1.834059         996.817             1,828.22        1,827.46         996.402
       07/30/94                         $1.860899         996.402             1,854.20        1,853.44         995.992
       07/30/95                         $2.380500         995.992             2,370.96        2,370.20         995.673
       07/30/96                         $2.723437         995.673             2,711.65        2,710.89         995.393
       12/31/96                         $3.080421         995.673             3,067.09        3,066.33         995.426
                                                                                         Contract Value 
                Ending Value                                                                  3,066.33
                Total Return Inception to Date                                                 206.63%
                Average Annual Return                                                           14.24%

                                                                             YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/91        1,000.00         $1.534073         651.859
       12/31/92                         $1.730513         651.859             1,128.05        1,127.29          651.42
       12/31/93                         $2.171995         651.420             1,414.88        1,414.12          651.07
       12/31/94                         $1.950362         651.070             1,269.82        1,269.06         650.679
       12/31/95                         $2.582540         650.679             1,680.40        1,679.64         650.383
       12/31/96                         $3.080421         650.383             2,003.45        2,002.69         650.135
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 2,002.69        1,922.58
                 Total Return Five Years                                                       100.27%          92.26%
                 Average Annual Return                                                          14.90%          13.97%

                 Number of Years                                                            8.4166667

                                                                             YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $2.582540         387.216
       12/31/96                         $3.080421         387.216             1,192.79        1,192.03          386.97

                                                                                         Contract Value Surrender Value
                Ending Value                                                                  1,192.03        1,108.59
                Total Return One Year                                                           19.20%          10.86%
                Average Annual Return                                                           19.20%          10.86%


                                                  USA PLAN VARIABLE ANNUITY
                                                   OPPENHEIMER HIGH INCOME

                                                                             YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       08/28/87        1,000.00         $1.000000        1000.000
       08/28/88                         $1.065174        1000.000             1,065.17        1,064.41         999.283
       08/28/89                         $1.182005         999.283             1,181.16        1,180.40         998.642
       08/28/90                         $1.223118         998.642             1,221.46        1,220.70         998.023
       08/28/91                         $1.485517         998.023             1,482.58        1,481.82         997.511
       08/28/92                         $1.803611         997.511             1,799.12        1,798.36         997.089
       08/28/93                         $2.161863         997.089             2,155.57        2,154.81         996.738
       08/28/94                         $2.244443         996.738             2,237.12        2,236.36         996.399
       08/28/95                         $2.460439         996.399             2,451.58        2,450.82         996.091
       08/28/96                         $2.783674         996.091             2,772.79        2,772.03         995.817
       12/31/96                         $2.958100         996.091             2,946.54        2,945.78         995.835
                                                                                         Contract Value 
                 Ending Value                                                                 2,945.78
                 Total Return Inception to Date                                                194.58%
                 Average Annual Return                                                          13.84%

                                                                             YEAR END         LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/91        1,000.00         $1.577362         633.970
       12/31/92                         $1.834506         633.970             1,163.02        1,162.26         633.555
       12/31/93                         $2.287035         633.555             1,448.96        1,448.20         633.222
       12/31/94                         $2.184131         633.222             1,383.04        1,382.28         632.874
       12/31/95                         $2.603984         632.874             1,647.99        1,647.23         632.581
       12/31/96                         $2.958100         632.581             1,871.24        1,870.48         632.325
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,870.48        1,795.66
                 Total Return Five Years                                                        87.05%          79.57%
                 Average Annual Return                                                          13.34%          12.42%

                 Number of Years                                                          8.333333333

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $2.603984         384.027
       12/31/96                         $2.958100         384.027             1,135.99        1,135.23         383.77

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,135.23        1,055.76
                 Total Return One Year                                                          13.52%           5.58%
                 Average Annual Return                                                          13.52%           5.58%


Name of Product                                   USA PLAN VARIABLE ANNUITY
Name of Fund                                    OPPENHEIMER MULTIPLE STRATEGIES

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       06/02/87        1,000.00         $1.000000        1000.000
       06/02/88                         $1.085053        1000.000             1,085.05        1,084.29         999.297
       06/02/89                         $1.314614         999.297             1,313.69        1,312.93         998.719
       06/02/90                         $1.320779         998.719             1,319.09        1,318.33         998.146
       06/02/91                         $1.393750         998.146             1,391.17        1,390.41         997.604
       06/02/92                         $1.551877         997.604             1,548.16        1,547.40         997.115
       06/02/93                         $1.726996         997.115             1,722.01        1,721.25         996.673
       06/02/94                         $1.817590         996.673             1,811.54        1,810.78         996.253
       06/02/95                         $1.999810         996.253             1,992.32        1,991.56         995.875
       06/02/96                         $2.277175         995.875             2,267.78        2,267.02         995.541
       12/31/96                         $2.454658         995.875             2,444.53        2,443.77         995.564
                                                                                         Contract Value 
                 Ending Value                                                                 2,443.77
                 Total Return Inception to Date                                                144.38%
                 Average Annual Return                                                          11.08%

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/91        1,000.00         $1.504125         664.838
       12/31/92                         $1.730513         664.838             1,150.51        1,149.75         664.398
       12/31/93                         $1.854495         664.398             1,232.12        1,231.36         663.987
       12/31/94                         $1.789839         663.987             1,188.43        1,187.67         663.562
       12/31/95                         $2.163735         663.562             1,435.77        1,435.01          663.21
       12/31/96                         $2.454658         663.210             1,627.95        1,627.19         662.899
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,627.19        1,562.10
                 Total Return Five Years                                                        62.72%          56.21%
                 Average Annual Return                                                          10.23%           9.33%

                 Number of Years                                                                   8.5

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $2.163735         462.164
       12/31/96                         $2.454658         462.164             1,134.45        1,133.69         461.853

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,133.69        1,054.33
                 Total Return One Year                                                          13.37%           5.43%
                 Average Annual Return                                                          13.37%           5.43%


Name of Product                                   USA PLAN VARIABLE ANNUITY
Name of Fund                                    OPPENHEIMER GLOBAL  SECURITIES

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       11/09/90        1,000.00         $1.000000        1000.000
       11/09/91                         $1.044973        1000.000             1,044.97        1,044.21          999.27
       11/09/92                         $0.934563         999.270               933.88          933.12         998.456
       11/09/93                         $1.391577         998.456             1,389.43        1,388.67         997.911
       11/09/94                         $1.578820         997.911             1,575.52        1,574.76         997.428
       11/09/95                         $1.472936         997.428             1,469.15        1,468.39         996.914
       11/09/96                         $1.681428         996.914             1,676.24        1,675.48         996.463
       12/31/96                         $1.723863         996.463             1,717.77        1,717.01         996.025
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,717.01        1,665.50
                 Total Return Inception to Date                                                 71.70%          66.55%
                 Average Annual Return                                                           9.29%            8.75%

                 Number of Years                                                            6.0833333

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/91        1,000.00         $1.027487         973.248
       12/31/92                         $0.942711         973.248               917.49          916.73          972.44
       12/31/93                         $1.578783         972.440             1,535.27        1,534.51         971.958
       12/31/94                         $1.466828         971.958             1,425.70        1,424.94         971.443
       12/31/95                         $1.488999         971.443             1,446.48        1,445.72         970.934
       12/31/96                         $1.723863         970.934             1,673.76        1,673.00         970.495
                                                                                         Contract Value Surrender Value 
                 Ending Value                                                                 1,673.00        1,606.08
                 Total Return Five Years                                                        67.30%          60.61%
                 Average Annual Return                                                          10.84%           9.94%

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.488999         671.592
       12/31/96                         $1.723863         671.592             1,157.73        1,156.97          671.15

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                  1,156.97        1,075.98
                 Total Return One Year                                                           15.70%           7.60%
                 Average Annual Return                                                           15.70%           7.60%


Name of Product                                   USA PLAN VARIABLE ANNUITY
Name of Fund                                      OPPENHEIMER STRATEGIC BOND

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       04/03/95        1,000.00         $1.000000        1000.000
       04/03/96                         $1.139782        1000.000             1,139.78        1,139.02         999.331
       12/31/96                         $1.240333         999.331             1,239.50        1,238.74         998.716
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,238.74        1,152.03
                 Total Return Inception to Date                                                 23.87%          15.20%
                 Average Annual Return                                                          13.71%           8.86%

                 Number of Years                                                            1.6666667

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.122719         890.695
       12/31/96                         $1.240333         890.695             1,104.76        1,104.00         890.084

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,104.00        1,026.72
                 Total Return One Year                                                          10.40%           2.67%
                 Average Annual Return                                                          10.40%           2.67%


Name of Product                                   USA PLAN VARIABLE ANNUITY
Name of Fund                                          OPPENHEIMER BOND

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       06/22/95        1,000.00         $1.000000        1000.000
       06/22/96                         $1.024992        1000.000             1,024.99        1,024.23         999.257
       12/31/96                         $1.082224         999.257             1,081.42        1,080.66         998.555
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,080.66        1,005.01
                 Total Return Inception to Date                                                  8.07%           0.50%
                 Average Annual Return                                                           5.63%           0.35%

                 Number of Years                                                             1.4166667

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.045514         956.467
       12/31/96                         $1.082224         956.467             1,035.11        1,034.35         955.763

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,034.35          961.95
                 Total Return One Year                                                           3.43%          -3.81%
                 Average Annual Return                                                           3.43%          -3.81%


Name of Product                                   USA PLAN VARIABLE ANNUITY
Name of Fund                                         OPPENHEIMER GROWTH

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       03/24/95        1,000.00         $1.000000        1000.000
       03/24/96                         $1.309593        1000.000             1,309.59        1,308.83         999.417
       12/31/96                         $1.542441         999.417             1,541.54        1,540.78         998.923
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,540.78        1,432.93
                 Total Return Inception to Date                                                 54.08%          43.29%
                 Average Annual Return                                                          28.02%          22.82%

                 Number of Years                                                                  1.75

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.251419         799.093
       12/31/96                         $1.542441         799.093             1,232.55        1,231.79         798.598

                                                                                              Contract Value Surrender Value
                 Ending Value                                                                 1,231.79        1,145.56
                 Total Return One Year                                                          23.18%          14.56%
                 Average Annual Return                                                          23.18%          14.56%


Name of Product                                   USA PLAN VARIABLE ANNUITY
Name of Fund                                      ALLIANCE GROWTH AND INCOME

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       01/31/91        1,000.00         $1.000000        1000.000
       01/31/92                         $1.017956        1000.000             1,017.96        1,017.20         999.257
       01/31/93                         $1.102624         999.257             1,101.80        1,101.04         998.563
       01/31/94                         $1.226587         998.563             1,224.82        1,224.06         997.940
       01/31/95                         $1.176667         997.940             1,174.24        1,173.48         997.292
       01/31/96                         $1.604704         997.292             1,600.36        1,599.60         996.819
       12/31/96                         $1.922186         996.819             1,916.07        1,915.31         996.423
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,915.31        1,838.70
                 Total Return Inception to Date                                                 91.53%          83.87%
                 Average Annual Return                                                          11.61%          10.84%

                 Number of Years                                                             5.9166667

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/91        1,000.00         $1.016888         983.392
       12/31/92                         $1.080242         983.392             1,062.30        1,061.54         982.687
       12/31/93                         $1.189736         982.687             1,169.14        1,168.38          982.05
       12/31/94                         $1.163986         982.050             1,143.09        1,142.33         981.395
       12/31/95                         $1.577491         981.395             1,548.14        1,547.38         980.912
       12/31/96                         $1.922186         980.912             1,885.50        1,884.74         980.519
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,884.74        1,809.35
                 Total Return Five Years                                                       88.47%           80.94%
                 Average Annual Return                                                         13.51%           12.59%

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.577491         633.918
       12/31/96                         $1.922186         633.918             1,218.51        1,217.75         633.523

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,217.75        1,132.51
                 Total Return One Year                                                          21.78%          13.25%
                 Average Annual Return                                                          21.78%          13.25%


Name of Product                                   USA PLAN VARIABLE ANNUITY
Name of Fund                                   ALLIANCE SHORT TERM MULTI-MARKET

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       11/23/90        1,000.00         $1.000000        1000.000
       11/23/91                         $1.056237        1000.000             1,056.24        1,055.48         999.283
       11/23/92                         $1.050328         999.283             1,049.57        1,048.81         998.555
       11/23/93                         $1.106464         998.555             1,104.87        1,104.11         997.873
       11/23/94                         $1.118443         997.873             1,116.06        1,115.30          997.19
       11/23/95                         $1.072715         997.190             1,069.70        1,068.94         996.481
       11/23/96                         $1.167500         996.481             1,163.39        1,162.63         995.829
       12/31/96                         $1.172902         995.829             1,168.01        1,167.25         995.181
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                1,167.25         1,132.23
                 Total Return Inception to Date                                                16.73%           13.22%
                 Average Annual Return                                                          2.57%            2.06%

                 Number of Years                                                           6.0833333

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/91        1,000.00         $1.059918         943.469
       12/31/92                         $1.056696         943.469               996.96          996.20          942.75
       12/31/93                         $1.113236         942.750             1,049.50        1,048.74         942.064
       12/31/94                         $1.011090         942.064               952.51          951.75         941.311
       12/31/95                         $1.084599         941.311             1,020.94        1,020.18         940.606
       12/31/96                         $1.172902         940.606             1,103.24        1,102.48         939.959
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,102.48       1,058.38%
                 Total Return Five Years                                                        10.25%           5.84%
                 Average Annual Return                                                           1.97%           1.14%

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.084599         922.000
       12/31/96                         $1.172902         922.000             1,081.42        1,080.66         921.356

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,080.66        1,005.01
                 Total Return One Year                                                           8.07%           0.50%
                 Average Annual Return                                                           8.07%           0.50%


Name of Product                                   USA PLAN VARIABLE ANNUITY
Name of Fund                                          FIDELITY GROWTH

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       05/25/95        1,000.00         $1.000000        1000.000
       05/25/96                         $1.299908        1000.000             1,299.91        1,299.15         999.417
       12/31/96                         $1.308100         999.417             1,307.34        1,306.58         998.838
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,306.58        1,215.12
                 Total Return Inception to Date                                                 30.66%          21.51%
                 Average Annual Return                                                          18.40%          13.10%

                 Number of Years                                                            1.5833333

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.158098         863.485
       12/31/96                         $1.308100         863.485             1,129.52        1,128.76           862.9

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,128.76        1,049.75
                 Total Return One Year                                                          12.88%           4.98%
                 Average Annual Return                                                          12.88%           4.98%


Name of Product                                  USA PLAN VARIABLE ANNUITY
Name of Fund                                      FIDELITY EQUITY-INCOME

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       05/25/95        1,000.00         $1.000000        1000.000
       05/25/96                         $1.244286        1000.000             1,244.29        1,243.53         999.392
       12/31/96                         $1.315967         999.392             1,315.17        1,314.41         998.817
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,314.41        1,222.40
                 Total Return Inception to Date                                                 31.44%          22.24%
                 Average Annual Return                                                          18.85%          13.52%

                 Number of Years                                                             1.5833333

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.171216         853.813
       12/31/96                         $1.315967         853.813             1,123.59        1,122.83         853.236

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,122.83        1,044.23
                 Total Return One Year                                                          12.28%           4.42%
                 Average Annual Return                                                          12.28%           4.42%


Name of Product                              USA PLAN VARIABLE ANNUITY
Name of Fund                               FIDELITY INVESTMENT GRADE BOND

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       06/19/95        1,000.00         $1.000000        1000.000
       06/19/96                         $1.020302        1000.000             1,020.30        1,019.54         999.253
       12/31/96                         $1.076070         999.253             1,075.27        1,074.51          998.55
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,074.51          999.29
                 Total Return Inception to Date                                                  7.45%           -0.07
                 Average Annual Return                                                           4.91%           -0.07

                 Number of Years                                                                   1.5

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.055774         947.172
       12/31/96                         $1.076070         947.172             1,019.22        1,018.46         946.463

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,018.46          947.17
                 Total Return One Year                                                           1.85%          -5.28%
                 Average Annual Return                                                           1.85%          -5.28%


Name of Product                              USA PLAN VARIABLE ANNUITY
Name of Fund                                   FIDELITY ASSET MANAGER

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       06/08/95        1,000.00         $1.000000        1000.000
       06/08/96                         $1.557230        1000.000            1,557.23        1,556.47         999.512
       12/31/96                         $1.249835         999.512            1,249.23        1,248.47         998.908
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,248.47        1,161.08
                 Total Return Inception to Date                                                 24.85%          16.11%
                 Average Annual Return                                                          15.95%          10.47%

                 Number of Years                                                                   1.5

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.114654         897.139
       12/31/96                         $1.249835         897.139             1,121.28        1,120.52         896.534

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,120.52        1,042.08
                 Total Return One Year                                                          12.05%           4.21%
                 Average Annual Return                                                          12.05%           4.21%


Name of Product                              USA PLAN VARIABLE ANNUITY
Name of Fund                                    FIDELITY INDEX 500

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       05/23/95        1,000.00         $1.000000        1000.000
       05/23/96                         $1.293282        1000.000             1,293.28        1,292.52         999.411
       12/31/96                         $1.420887         999.411             1,420.05        1,419.29         998.876
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,419.29        1,319.94
                 Total Return Inception to Date                                                 41.93%          31.99%
                 Average Annual Return                                                          24.75%          19.16%

                 Number of Years                                                             8.6666667

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000            $1.82585          845.605
       12/31/96                         $1.420887         845.605             1,201.51        1,200.75         845.071
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,200.75        1,116.70
                 Total Return Five Years                                                        20.08%          11.67%
                 Average Annual Return                                                          20.08%          11.67%


Name of Product                              USA PLAN VARIABLE ANNUITY
Name of Fund                                    FIDELITY CONTRAFUND

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       11/01/96        1,000.00         $1.000000        1000.000
       12/31/96                         $1.056670        1000.000             1,056.67        1,055.91         999.281
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,055.91          982.00
                 Total Return Inception to Date                                                  5.59%          -1.80%

                 Number of Years                                                             0.0833333

Name of Product                              USA PLAN VARIABLE ANNUITY
Name of Fund                                NORTHSTAR INCOME AND GROWTH

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       05/31/95        1,000.00         $1.000000        1000.000
       05/31/96                         $1.115104        1000.000             1,115.10        1,114.34         999.315
       12/31/96                         $1.237839         999.315             1,236.99        1,236.23           998.7
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,236.23        1,149.69
                 Total Return Inception to Date                                                 23.62%          14.97%
                 Average Annual Return                                                          14.33%           9.21%

                 Number of Years                                                            1.5833333
                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.088961         918.307
       12/31/96                         $1.237839         918.307             1,136.72        1,135.96         917.696

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,135.96        1,056.44
                 Total Return One Year                                                          13.60%           5.64%
                 Average Annual Return                                                          13.60%           5.64%


Name of Product                              USA PLAN VARIABLE ANNUITY
Name of Fund                                 NORTHSTAR HIGH YIELD BOND

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       09/08/95        1,000.00         $1.000000        1000.000
       09/08/96                         $1.153730        1000.000             1,153.73        1,152.97         999.341
       12/31/96                         $1.198990         999.341             1,198.20        1,197.44         998.707
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,197.44        1,113.62
                 Total Return Inception to Date                                                 19.74%          11.36%
                 Average Annual Return                                                          15.51%           8.99%

                 Number of Years                                                                 1.25

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       12/31/95        1,000.00         $1.012042         988.101
       12/31/96                         $1.198990         988.101             1,184.72        1,183.96         987.464

                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,183.96        1,101.08
                 Total Return One Year                                                          18.40%          10.11%
                 Average Annual Return                                                          18.40%          10.11%


Name of Product                              USA PLAN VARIABLE ANNUITY
Name of Fund                                      NORTHSTAR GROWTH

                                                                              YEAR END        LESS "AVG"        YEAR END
         DATE           DEPOSIT           NQ UV         # OF UNITS             VALUE          CONT. FEE          UNITS
         ----           -------           -----         ----------             -----          ---------          -----
       11/01/96        1,000.00         $1.000000        1000.000
       12/31/96                         $1.021743        1000.000             1,021.74        1,020.98         999.253
                                                                                         Contract Value Surrender Value
                 Ending Value                                                                 1,020.98          949.51
                 Total Return Inception to Date                                                  2.10%          -5.05%

                 Number of Years                                                            0.0833333
</TABLE>




                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


<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000319539
<NAME> BSL USA PLAN
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                           136466
<INVESTMENTS-AT-VALUE>                          192797
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<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                             9326
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           16967
<ACCUMULATED-NII-PRIOR>                              0
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</TABLE>


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