OHIO NATIONAL VARIABLE ACCOUNT A
485BPOS, 1997-04-25
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<PAGE>   1
                                                               File No. 33-62282
                                                                        811-1978

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                      /X/
    Pre-Effective Amendment No.                                              / /
   
    Post-Effective Amendment No.  9                                          /X/

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              / /
    Amendment No.                                                            / /
    


                           (Exact Name of Registrant)
                        OHIO NATIONAL VARIABLE ACCOUNT A

                               (Name of Depositor)
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY
              (Address of Depositor's Principal Executive Offices)
                                One Financial Way
                             Cincinnati, Ohio 45242
                         (Depositor's Telephone Number)
                                 (513) 794-6100

                     (Name and Address of Agent for Service)
              Ronald L. Benedict, Second Vice President and Counsel
                    The Ohio National Life Insurance Company
                                  P.O. Box 237
                             Cincinnati, Ohio 45201

                                   Notice to:
                           W. Randolph Thompson, Esq.
                                   Of Counsel
                              Jones & Blouch L.L.P.
                                 Suite 405 West
                       1025 Thomas Jefferson Street, N.W.
                             Washington, D.C. 20007

Approximate Date of Proposed Public Offering: As soon after the effective date
of this amendment as is practicable.

   
Registrant has heretofore registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2 and on February 27, 1997 filed
its Rule 24f-2 Notice for its most recent fiscal year.
    

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

   
    ___ immediately upon filing pursuant to paragraph (b)

     X  on May 1, 1997 pursuant to paragraph (b)

    ___ 60 days after filing pursuant to paragraph (a)(i)

    --- on (date) pursuant to paragraph (a)(i) of Rule 485

If appropriate, check the following box:

    ___  this post-effective amendment designates a new effective date for a
         previously filed post-effective amendment.
    
<PAGE>   2
                        OHIO NATIONAL VARIABLE ACCOUNT A

<TABLE>
<CAPTION>
N-4 Item             Caption in Prospectus
- --------             ---------------------
<S>                  <C>          
   1                 Cover Page

   2                 Glossary of Special Terms

   3                 Not applicable

   4                 Not applicable

   5                 The Ohio National Companies

   6                 Deductions and Expenses

   7                 Description of Variable Annuity Contracts

   8                 Annuity Period

   9                 Death Benefit

   10                Accumulation Period

   11                Surrender and Partial Withdrawal

   12                Federal Tax Status

   13                Not applicable

   14                Table of Contents

                     Caption in Statement of Additional Information
                     ----------------------------------------------

   15                Cover Page

   16                Table of Contents

   17                Not applicable

   18                Custodian
                     Independent Certified Public Accountants

   19                See Prospectus (Distribution of Variable Annuity Contracts)
                     Loans Under Tax-Sheltered Annuities

   20                Underwriter

   21                Calculation of Money Market Subaccount Yield
                     Total Return

   22                See Prospectus (Annuity Period)

   23                Financial Statements
</TABLE>
<PAGE>   3
                                Caption in Part C
<TABLE>
<S>                  <C>          
   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 Contractowners

   28                Indemnification

   29                Principal Underwriter

   30                Location of Accounts and Records

   31                Not applicable

   32                Not applicable
</TABLE>
<PAGE>   4
                                     PART A

                                   PROSPECTUS

<PAGE>   5

                                   PROSPECTUS

   
                             SINGLE PURCHASE PAYMENT

                      INDIVIDUAL VARIABLE ANNUITY CONTRACTS

                     OHIO NATIONAL VARIABLE ACCOUNTS A AND B

                    THE OHIO NATIONAL LIFE INSURANCE COMPANY
    

                                ONE FINANCIAL WAY

                             CINCINNATI, OHIO 45242

                            TELEPHONE (513) 794-6452

   
This prospectus offers multiple funded, single purchase payment, individual
variable annuity contracts that provide for the accumulation of values and the
payment of annuity benefits on a variable and/or fixed basis. Unless
specifically stated otherwise, only provisions relating to the variable portion
of the contracts are described in this prospectus. The fixed portion
("Guaranteed Accumulation Account") is briefly described in an appendix to the
Statement of Additional Information.
    

Variable annuities are designed to provide lifetime annuity payments which will
vary with the investment results of the investment vehicle chosen. The
accumulation value of a contract will vary with the investment performance of
Ohio National Fund, Inc. (the "Fund"), prior to the annuity payout date, and the
amount of each annuity payment will vary with the Fund's investment performance
subsequent to the commencement of annuity payments. There can be no assurance
that the value of a contract during the years prior to the annuity payout date
or the aggregate amount of annuity payments received after such date will equal
or exceed the purchase payments made therefor.

   
The variable annuity contracts offered by this prospectus are designed for (1)
annuity purchase plans adopted by public school systems and certain tax-exempt
organizations described in Section 501(c)(3) of the Internal Revenue Code (the
"Code"), qualifying for tax-deferred treatment pursuant to Section 403(b) of the
Code, (2) other employee pension or profit-sharing trusts or plans qualifying
for tax-deferred treatment under Section 401(a), 401(k) or 403(a) of the Code,
(3) individual retirement annuities qualifying for tax-deferred treatment under
Section 408 of the Code, (4) state and municipal deferred compensation plans and
(5) non-tax-qualified plans.

The minimum purchase payment is $10,000. Generally the maximum purchase payment
is $500,000. 

The net purchase payment (after the deduction of any applicable
state premium tax) is allocated to one or more subaccounts of Ohio National
Variable Account A ("VAA") for tax qualified contracts or Ohio National Variable
Account B ("VAB") for non-tax-qualified contracts in such portion as the
contract owner may choose. VAA and VAB are separate accounts established by The
Ohio National Life Insurance Company ("Ohio National Life"). The assets of VAA
and VAB are invested in shares of the Fund, a mutual fund having 13 portfolios
in which the contracts' assets may be invested: Equity Portfolio, Money Market
Portfolio, Bond Portfolio, Omni Portfolio, International Portfolio, Capital
Appreciation Portfolio, Small Cap Portfolio, Global Contrarian Portfolio,
Aggressive Growth Portfolio, Core Growth Portfolio, Growth & Income Portfolio,
S&P 500 Index Portfolio and Social Awareness Portfolio. (See the accompanying
prospectus of the Fund which also contains information about other portfolios
that are not available for the contracts offered herein.)

All or part of the contract's accumulation value may be withdrawn before the
annuity payout date. Amounts withdrawn may be subject to federal income tax
penalties, and a contingent deferred sales charge may be assessed up to 6% of
the amount withdrawn. Exercise of contract rights may be subject to the terms of
any qualified employee trust or annuity plan under which a contract is
purchased. This prospectus contains no information concerning such trusts or
plans. The contracts offered hereby may be revoked by the purchaser without
penalty within 20 days of their delivery.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE. IT SETS FORTH THE
INFORMATION ABOUT VAA, VAB AND THE VARIABLE ANNUITY CONTRACTS OFFERED BY THIS
PROSPECTUS THAT YOU SHOULD KNOW BEFORE INVESTING. ADDITIONAL INFORMATION ABOUT
VAA AND VAB HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
STATEMENTS OF ADDITIONAL INFORMATION DATED MAY 1, 1997. THE STATEMENTS OF
ADDITIONAL INFORMATION FOR EACH OF VAA AND VAB ARE INCORPORATED HEREIN BY
REFERENCE AND ARE AVAILABLE UPON REQUEST AND WITHOUT CHARGE BY WRITING OR
CALLING OHIO NATIONAL LIFE AT THE ABOVE ADDRESS. THE TABLE OF CONTENTS FOR THE
STATEMENTS OF ADDITIONAL INFORMATION IS ON PAGE 2.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS SHOULD BE ACCOMPANIED BY THE CURRENT PROSPECTUS OF OHIO NATIONAL
FUND, INC.

                                   MAY 1, 1997

    
<PAGE>   6
                                TABLE OF CONTENTS

<TABLE>

<S>                                                                           <C>
Fee Table .................................................................    3

   Accumulation Unit Values ...............................................    5
   Financial Statements ...................................................    6

The Ohio National Companies ...............................................    6
   Ohio National Life .....................................................    6
   
   Ohio National Variable Accounts A and B ................................    6
    
   Ohio National Fund, Inc. ...............................................    6
Distribution of Variable Annuity Contracts ................................    7
Deductions and Expenses ...................................................    8
   Contingent Deferred Sales Charge .......................................    8
   Deduction for Administrative Expenses ..................................    8
   Deduction For Risk Undertakings ........................................    8
   Transfer Fee ...........................................................    9
   Deduction For State Premium Tax ........................................    9
   Fund Expenses ..........................................................    9
Description of Variable Annuity Contracts .................................    9
   20-Day Free Look .......................................................    9
   Accumulation Period ....................................................    9
   Annuity Period .........................................................   12
   Other Contract Provisions ..............................................   14
   Performance Data .......................................................   15
Federal Tax Status.........................................................   15
IRA Disclosure Statement...................................................   19
</TABLE>

                       STATEMENT OF ADDITIONAL INFORMATION

Custodian
Independent Certified Public Accountants
Underwriter
Calculation of Money Market Subaccount Yield
Transfer Limitations
Total Return
   
Financial Statements for Ohio National Life and VAA or VAB
Appendix: Loans Under Tax-Sheltered Annuities(VAA only) 
    
Guaranteed Accumulation Account


                            GLOSSARY OF SPECIAL TERMS

ACCUMULATION PERIOD - The period prior to the annuity payout date and during the
lifetime of the annuitant.

ACCUMULATION UNIT - A unit of measure used to determine the value of contracts
during the accumulation period.

ACCUMULATION VALUE _ The cash value of an annuity contract before the annuity
payout date.

ANNUITANT - Any natural person who is to receive or is receiving annuity
payments and upon whose continuation of life annuity payments with life
contingencies depend.

ANNUITY PAYOUT DATE - The date on which annuity payments are to begin.

ANNUITY PAYMENTS - Periodic payments made to an annuitant pursuant to an annuity
contract.

ANNUITY UNIT - A unit of measure used to determine the second and subsequent
variable annuity payments and reflecting the investment performance of the Fund.

FUND SHARES - Shares of Ohio National Fund, Inc., or shares of another
registered open-end investment company substituted therefor.

OWNER - During the lifetime of the designated annuitant and prior to the
specified annuity payout date, the owner is the person in whose name the
contract is registered. On and after the annuity payout date the annuitant
becomes the owner. After the death of the annuitant, the beneficiary becomes the
owner.

PURCHASE PAYMENT - The amount of payment made by, or on behalf of, the owner
under the annuity contract.

SETTLEMENT - The application of the accumulation value of an annuity contract
under the settlement provisions contained therein.

   
SUBACCOUNT - The Equity subaccount, Money Market subaccount, Bond subaccount,
Omni subaccount, International subaccount, Capital Appreciation subaccount,
Small Cap subaccount, Global Contrarian subaccount, Aggressive Growth
subaccount, Core Growth subaccount, Growth & Income subaccount, S&P 500 Index
subaccount, Social Awareness subaccount or such other subaccounts as may be
established under VAA or VAB.
    

VALUATION PERIOD - The period of time from one determination of accumulation
unit and annuity unit values to their next determination. Such determination is
made at the same time that the net asset value of Fund Shares is determined. See
page 22 of the accompanying Fund prospectus.

1940 ACT - The Investment Company Act of 1940, as amended, or any similar
successor federal legislation.


                                       2
<PAGE>   7
                                    FEE TABLE

<TABLE>
<CAPTION>
CONTRACTOWNER TRANSACTION EXPENSES         CONTRACT YEAR         
Deferred Sales Load (as a percentage of    OF SURRENDER          PERCENTAGE
    amount withdrawn or surrendered)       OR WITHDRAWAL           CHARGED
                                           -------------         ---------
<S>                                        <C>                   <C>
                                                 1                   6%
                                                 2                   5%
                                                 3                   4%
                                                 4                   3%
                                                 5                   2%
                                                 6                   1%
                                            7 and later              0%
</TABLE>
                                                         
Exchange (transfer) Fee    $3 (currently no charge for the first 4 transfers
                               per year)

VAA AND VAB ANNUAL EXPENSES (as a percentage
   of average account value)
<TABLE>
<S>                                        <C>  
Mortality and Expense Risk Fees***         0.65%
Account Fees and Expenses                  0.25%
                                           ---- 
Total VAA and VAB Annual Expenses          0.90%
</TABLE>

   
<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES (after fee waiver*) (as a percentage
     of the Fund's average net assets) MANAGEMENT        OTHER          TOTAL FUND
                                          FEES          EXPENSES         EXPENSES
                                       ----------       --------        ----------
<S>                                      <C>              <C>              <C>  
Equity ......................            0.55%            0.19%            0.74%
Money Market* ...............            0.25%            0.19%            0.44%
Bond ........................            0.60%            0.19%            0.79%
Omni ........................            0.58%            0.19%            0.77%
International ...............            0.90%            0.25%            1.15%
Capital Appreciation ........            0.80%            0.17%            0.97%
Small Cap ...................            0.80%            0.16%            0.96%
Global Contrarian ...........            0.90%            0.39%            1.29%
Aggressive Growth ...........            0.80%            0.21%            1.01%
Core Growth** ...............            0.95%            0.60%            1.55%
Growth & Income** ...........            0.85%            0.55%            1.40%
S&P 500 Index** .............            0.40%            0.20%            0.60%
Social Awareness** ..........            0.60%            0.25%            0.85%
</TABLE>
    

EXAMPLE - If you surrendered your contract at the end of the applicable time
period, you would pay the following aggregate expenses on a $1,000 investment in
each subaccount, assuming 5% annual return:

   
<TABLE>
<CAPTION>
                             1 YEAR      3 YEARS    5 YEARS   10 YEARS
                             ------      -------    -------   --------
<S>                          <C>         <C>        <C>       <C> 
Equity                        $73         $92        $110        $194
Money Market*                  70          83          95         161
Bond                           73          93         113         200
Omni                           73          93         112         198
International                  77         104         131         238
Capital Appreciation           75          98         122         219
Small Cap                      75          98         122         218
Global Contrarian              78         108         138         252
Aggressive Growth              75         100         124         223
Core Growth**                  80         115         N/A         N/A
Growth & Income**              79         111         N/A         N/A
S&P 500 Index**                71          87         N/A         N/A
Social Awareness**             74          95         N/A         N/A
</TABLE>
    

                                       3
<PAGE>   8
   
EXAMPLE - If you do not surrender your contract at the end of the applicable
time period, you would pay the following aggregate expenses on the same
investment:

<TABLE>
<CAPTION>
                             1 YEAR      3 YEARS     5 YEARS    10 YEARS
                             ------      -------     -------    --------
<S>                          <C>         <C>         <C>        <C> 
Equity                        $17         $52         $89        $194
Money Market*                  14          42          73         161
Bond                           17          53          92         200
Omni                           17          53          91         198
International                  21          64         110         238
Capital Appreciation           19          59         101         219
Small Cap                      19          58         101         218
Global Contrarian              22          69         117         252
Aggressive Growth              19          60         103         223
Core Growth**                  25          76         N/A         N/A
Growth & Income**              23          72         N/A         N/A
S&P 500 Index**                15          47         N/A         N/A
Social Awareness**             18          55         N/A         N/A
</TABLE>


The purpose of the above table is to help you to understand the costs and
expenses that a variable annuity contractowner will bear directly or indirectly.
THE EXAMPLE INCLUDED IN THE ABOVE TABLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSE, AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE shown. Note that the expense amounts shown in the example are
aggregate amounts for the total number of years indicated. Neither the table nor
the example reflect any premium taxes that may be applicable to a contract,
which currently range from 0% to 3.5%. The above table and example reflect only
the charges for contracts currently offered by this prospectus and not other
contracts that may be offered by Ohio National Life. For further details, see
Deduction For State Premium Tax, page 9.

*For the Money Market Portfolio, management fees in excess of 0.25% are
presently being waived by the Fund's investment adviser. Without the waiver, the
Money Market Portfolio's Management Fee would be 0.30%, its Total Fund Annual
Expenses would be 0.49%, and its expenses would total $70 for a $1,000 contract
surrendered at the end of 1 year, $84 if surrendered at the end of 3 years, $98
if surrendered at the end of 5 years or $167 if surrendered at the end of 10
years. For a $1,000 contract not surrendered, the expenses without the waiver
would be $14 for 1 year, $44 for 3 years, $76 for 5 years or $167 for 10 years.
    

**The "Other Expenses" (and, accordingly, the Total Fund Expenses) for the Core
Growth, Growth & Income, S&P 500 Index and Social Awareness Portfolios are based
on estimates.

***The Mortality and Expense risk fees may be changed at any time, but may not
be increased to more than 1.55%.


                                       4
<PAGE>   9
   
                            ACCUMULATION UNIT VALUES
<TABLE>
<CAPTION>
EQUITY SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT    UNIT VALUE AT   VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993*           $10.000000        $10.239365     25,900         20,283
     1994             10.239365         10.173015    120,867        115,993
     1995             10.173015         12.824740    301,147        239,825
     1996             12.824740         15.042658    534,028        405,466
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
MONEY MARKET SUBACCOUNT**

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993            $10.000000        $10.045964      5,554          1,204
     1994             10.045964         10.354108     95,638         56,892
     1995             10.354108         10.837896    136,205         34,285
     1996             10.837896         11.296489    149,846         74,056
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
BOND SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993            $10.000000         $9.910842        378         19,364
     1994              9.910842          9.445623     10,472         75,521
     1995              9.445623         11.130129     64,973         97,129
     1996             11.130129         11.439849     82,917        101,403
     ----            ----------        ----------     ------         ------
</TABLE>

<TABLE>
<CAPTION>
OMNI SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993            $10.000000        $10.143037     42,348         44,348
     1994             10.143037          9.999661    150,263        109,853
     1995              9.999661         12.165280    244,025        194,243
     1996             12.165280         13.930650    511,033        342,379
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
INTERNATIONAL SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1993*           $10.000000        $10.834626     34,538         15,210
     1994             10.834626         11.604279    204,939        234,799
     1995             11.604279         12.892796    384,682        330,279
     1996             12.892796         14.628252    678,397        674,403
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
CAPITAL APPRECIATION SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1994*           $10.000000        $10.390128     52,732         34,382
     1995             10.390128         12.626458    211,756        136,612
     1996             12.626458         14.484990    383,878        243,883
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
SMALL CAP SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1994*           $10.000000        $12.053440     76,033         39,627
     1995             12.053440         15.889068    198,048        123,612
     1996             15.889068         18.535631    337,460        204,017
     ----            ----------        ----------    -------         ------
</TABLE>
    

                                       5
<PAGE>   10
   
<TABLE>
<CAPTION>
GLOBAL CONTRARIAN SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1995*           $10.000000        $10.816003     47,134         21,621
     1996             10.816003         12.015818    132,292        178,856
     ----            ----------        ----------    -------         ------
</TABLE>

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH SUBACCOUNT

    YEAR ENDED      UNIT VALUE AT   UNIT VALUE AT    VAA UNITS      VAB UNITS
    DECEMBER 31   BEGINNING OF YEAR  END OF YEAR    END OF YEAR    END OF YEAR
    -----------   -----------------  -----------    -----------    -----------
<S>               <C>                <C>            <C>            <C>   
     1995*           $10.000000        $12.610012     41,681         39,115
     1996             12.610012         12.592390    118,818         80,875
     ----            ----------        ----------    -------         ------
</TABLE>
    


*  Series of variable annuity contracts commenced on October 7, 1993. Capital
Appreciation and Small Cap subaccounts commenced on May 1, 1994. Global
Contrarian and Aggressive Growth subaccounts commenced on March 31, 1995.

   

** The current annualized yield of the Money Market subaccount for the seven
days ended December 31, 1996, was 4.72%.

FINANCIAL STATEMENTS

The complete financial statements of VAA or VAB, and of Ohio National Life, and
the Independent Auditors' Reports thereon, may be found in the Statements of
Additional Information for VAA and VAB.
    

                           THE OHIO NATIONAL COMPANIES

OHIO NATIONAL LIFE

Ohio National Life was organized under the laws of Ohio in 1909 as a stock life
insurance company and became a mutual life insurance company in 1959. It writes
life, accident and health insurance and annuities in 47 states, the District of
Columbia and Puerto Rico. Currently it has assets in excess of $5.9 billion and
equity in excess of $500 million. Its home office is located at One Financial
Way, Cincinnati, Ohio 45242.

   
OHIO NATIONAL VARIABLE ACCOUNTS A AND B

VAA and VAB were established in 1969 by Ohio National Life as separate accounts
under Ohio law for the purpose of funding variable annuity contracts. Purchase
payments for the variable annuity contracts are allocated to one or more
subaccounts of VAA or VAB. Income, gains and losses, whether or not realized,
from assets allocated to VAA and VAB are, as provided in the contracts, credited
to or charged against VAA or VAB without regard to other income, gains or losses
of Ohio National Life. The assets maintained in VAA and VAB will not be charged
with any liabilities arising out of any other business conducted by Ohio
National Life. Nevertheless, all obligations arising under the contracts,
including the commitment to make annuity payments, are general corporate
obligations of Ohio National Life. Accordingly, all of Ohio National Life's
assets are available to meet its obligations under the contracts. VAA and VAB
are registered as unit investment trusts under the 1940 Act.

The assets of each subaccount of VAA and VAB are invested at net asset value
(without an initial sales charge) in shares of a corresponding portfolio of the
Fund: the Equity Portfolio, Money Market Portfolio, Bond Portfolio, Omni
Portfolio (a flexible portfolio fund), International Portfolio, Capital
Appreciation Portfolio, Small Cap Portfolio, Global Contrarian Portfolio,
Aggressive Growth Portfolio, Core Growth Portfolio, Growth & Income Portfolio,
S&P 500 Index Portfolio or Social Awareness Portfolio.
    

                                       6
<PAGE>   11
OHIO NATIONAL FUND, INC.

The Fund is a diversified, open-end, management investment company registered
under the 1940 Act. The value of the Fund's investments fluctuates daily and is
subject to the risk of changing economic conditions as well as the risk inherent
in the ability of management to anticipate changes necessary in such investments
to meet changes in economic conditions. The Fund receives investment advice, for
a fee, from its investment adviser, Ohio National Investments, Inc., and from
Societe Generale Asset Management Corp. (sub-adviser to the International and
Global Contrarian Portfolios), T. Rowe Price Associates, Inc. (sub-adviser to
the Capital Appreciation Portfolio), Founders Asset Management, Inc.
(sub-adviser to the Small Cap Portfolio), Strong Capital Management, Inc.
(sub-adviser to the Aggressive Growth Portfolio), Pilgrim Baxter & Associates,
Ltd. (sub-adviser to the Core Growth Portfolio), and Robertson Stephens
Investment Management, L.P. (sub-adviser to the Growth & Income Portfolio). For
additional information concerning the Fund, including the investment objectives
of each of its portfolios, see the attached Fund prospectus. Read the Fund
prospectus carefully before investing. The Fund prospectus contains information
about other portfolios that are not available for the contracts offered herein.

   
In addition to being offered to VAA and VAB, Fund shares are currently offered
to other separate accounts of Ohio National Life in connection with variable
annuity contracts and a separate account of Ohio National Life Assurance
Corporation in connection with variable life insurance contracts. In the future,
Fund shares may be offered to other insurance company separate accounts. It is
conceivable that in the future it may become disadvantageous for both variable
life and variable annuity separate accounts to invest in the Fund. Although
neither Ohio National Life nor the Fund currently foresees any such
disadvantage, the Board of Directors of the Fund will monitor events in order to
identify any material conflict between variable life and variable annuity
contractowners and to determine what action, if any, should be taken in response
thereto, including the possible withdrawal of VAA`s and/or VAB's participation
in the Fund. Material conflicts could result from such things as (1) changes in
state insurance law; (2) changes in federal income tax law; (3) changes in the
investment management of any portfolio of the Fund; or (4) differences between
voting instructions given by variable life and variable annuity contractowners.
    

VOTING RIGHTS

   
Ohio National Life shall vote Fund shares held in VAA and VAB at meetings of
Fund shareholders in accordance with voting instructions received from contract
owners. The number of Fund shares for which an owner is entitled to give
instructions will be determined by Ohio National Life in the manner described
below, not more than 90 days prior to the meeting of shareholders. Fund proxy
material will be distributed to each owner together with appropriate forms for
giving voting instructions. Fund shares held in VAA and VAB, for which no timely
instructions are received, will be voted by Ohio National Life in proportion to
the instructions which are received with respect to all contracts participating
in VAA and VAB, respectively.
    

During the accumulation period, the number of Fund shares for which instructions
may be given to Ohio National Life is determined by dividing the variable
accumulation value of a subaccount of the contract by the net asset value of a
share of the corresponding Fund portfolio as of the same date. During the
annuity payment period, the number of Fund portfolio shares for which such
instructions may be given is determined by dividing the actuarial liability for
variable annuities in the course of payment by the net asset value of a Fund
portfolio share as of the same date. Generally, the number of votes tends to
decrease as annuity payments progress.

                   DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
   

The variable annuity contracts are sold by Ohio National Life insurance agents
who are also registered representatives (a) of The O. N. Equity Sales Company
("ONESCO"), a wholly-owned subsidiary of Ohio National Life, registered under
the Securities Exchange Act of 1934, and a member of the National Association of
Securities Dealers, Inc. or (b) of other broker-dealers that have entered into
distribution agreements with Ohio National Equities, Inc. ("ONE, Inc.," another
wholly-owned subsidiary of Ohio National Life), which is the principal
underwriter of the contracts. Ohio National Life pays ONE , Inc. 5.25% of
purchase payments.
    

                                       7
<PAGE>   12
   
ONE, Inc. then pays a portion of that amount to ONESCO and the other
broker-dealers as compensation for their sales efforts. ONESCO and the other
broker-dealers will remunerate their registered representatives from their own
funds. Purchase payments on which no compensation is paid to registered
representatives will not be included in amounts on which the 5.25% sales
compensation will be paid to ONE, Inc. To the extent that the amount of the
contingent deferred sales charge received by Ohio National Life is not
sufficient to recover the fee paid to One, Inc., any deficiency will be made up
from Ohio National Life's general account assets which include, among other
things, any profit from the mortality and expense risk charges.
    

                             DEDUCTIONS AND EXPENSES

CONTINGENT DEFERRED SALES CHARGE

   
No deduction for sales expense is made from purchase payments. A contingent
deferred sales charge may be assessed by Ohio National Life when a contract is
surrendered or a partial withdrawal is made to defray expenses relating to the
sale of the contract, including compensation to sales personnel, cost of sales
literature and prospectuses, and other expenses related to sales activity. Such
charge equals a percentage of the amount withdrawn. This percentage will vary
with the contract year in which the surrender or withdrawal occurs as follows:
    

<TABLE>
<CAPTION>
                      CONTRACT
                        YEARS            PERCENTAGE
                        -----            ----------
<S>                     <C>              <C>
                           1               6%
                           2               5%
                           3               4%
                           4               3%
                           5               2%
                           6               1%
                           7 and later     0%
</TABLE>


Once each contract year, a partial withdrawal of not more than 10% of the
accumulation value (as of the first day of the contract year) may be made
without the imposition of the contingent deferred sales charge.

DEDUCTION FOR ADMINISTRATIVE EXPENSES

A deduction is made at the end of each valuation period equal to 0.25% on an
annual basis of the contract value for administrative expenses. This deduction
is not designed to produce a profit but to reimburse Ohio National Life for
expenses incurred for accounting, auditing, legal, contract owner services,
reports to regulatory authorities and contract owners, contract issue, etc.

DEDUCTION FOR RISK UNDERTAKINGS

Prior to the annuity payout date, Ohio National Life guarantees that the
accumulation value of all contracts will not be affected by any excess of sales
and administrative expenses over the deductions provided therefor. Ohio National
Life also guarantees to pay a death benefit in the event of the annuitant's
death prior to the annuity payout date (see Death Benefit, page 12). After the
annuity payout date, Ohio National Life guarantees that variable annuity
payments will not be affected by adverse mortality experience or expenses.

For assuming these risks, Ohio National Life, in determining the accumulation
unit values and the annuity unit values for each subaccount, makes a deduction
from the applicable investment results equal to 0.65% of the contract value on
an annual basis. Such deduction may be decreased by Ohio National Life at any
time and may be increased not more frequently than annually to not more than
1.55% on an annual basis. Although Ohio National Life views the risk charge as
an indivisible whole, of the amount currently being deducted, it has estimated
that a reasonable allocation would be 0.25% for mortality risk, and 0.4% for
expense risk. Although Ohio National Life hopes to realize a profit from this
charge, if the deduction is insufficient to cover the actual risk involved, the
loss will fall on Ohio National Life; conversely, if the deduction proves more
than sufficient, the excess will be a gain to Ohio National Life.

                                       8
<PAGE>   13
TRANSFER FEE

A transfer fee of $3 (which may be increased to $10) is made for transferring
contract values from one or more subaccounts to one or more other subaccounts.
The fee is charged against the subaccount(s) from which the transfer is
effected. Currently, no fee is charged for the first four transfers each year.

DEDUCTION FOR STATE PREMIUM TAX

   
Most states do not presently charge a premium tax for these contracts. Where a
tax applies, the rates for tax-qualified contracts are presently 0.5% in
California, 1.0% in Puerto Rico and West Virginia, 2.0% in Kentucky and 2.25% in
the District of Columbia. For non-tax-qualified contracts, the rates are 1.0% in
Puerto Rico, West Virginia and Wyoming, 1.25% in South Dakota, 2.0% in Kansas,
Kentucky and Maine, 2.25% in the District of Columbia, 2.35% in California and
3.0% in Nevada. Normally, any such applicable taxes will not be deducted until
annuity payments begin rather than being deducted from the purchase payment.
    

FUND EXPENSES

There are deductions from, and expenses paid out of, the assets of the Fund.
These are described in the attached Fund prospectus.

                    DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

20-DAY FREE LOOK

The contract owner may revoke the contract at any time until the end of 20 days
after receipt of the contract and receive a refund of the entire purchase price.
To revoke, the owner must return the contract to Ohio National Life within the
20 day period. In those states where required by state law, the value of the
contract as of the date of cancellation will be returned in lieu of the entire
purchase price in case of revocation during the 20 day free look period.

ACCUMULATION PERIOD
PURCHASE PAYMENT PROVISIONS

The contracts provide for a single minimum purchase payment of $10,000 and a
maximum payment of $500,000. A larger payment, or more than one payment, may be
made with Ohio National Life's consent.

ACCUMULATION UNITS

Prior to the annuity payout date, the contract value is measured by accumulation
units. The purchase payment results in the crediting of accumulation units to
the contract (see Crediting Accumulation Units, below). The number of
accumulation units so credited remains constant but the dollar value of
accumulation units will vary depending upon the investment results of the
particular subaccount to which contract values are allocated.

CREDITING ACCUMULATION UNITS

Completed application forms, together with a check for the purchase payment, are
forwarded to the home office of Ohio National Life for acceptance. Upon
acceptance, a contract is issued to the contract owner, and the purchase payment
is then credited to the contract in the form of accumulation units. The purchase
payment is credited not later than two business days after receipt if the
application and all information necessary for processing the purchase payment
are complete. If an application is not accepted within five business days, the
purchase payment will be returned immediately to the applicant unless the
applicant specifically consents to having Ohio National Life retain the purchase
payment until the application is completed. After that, the purchase payment
will be credited within two business days.

                                       9
<PAGE>   14
ALLOCATION OF THE PURCHASE PAYMENT

   
In the contract application, you may direct the allocation of your purchase
payment among the subaccounts of VAA or VAB and the general account of Ohio
National Life. The amount allocated to any subaccount or the general account
must equal a whole percentage.

ACCUMULATION UNIT VALUE AND ACCUMULATION VALUE

The accumulation unit value of each subaccount of VAA and VAB was set at $10
when the first payment for these contracts was allocated to each subaccount. The
accumulation unit value for any subsequent valuation period is determined by
multiplying the accumulation unit value for the immediately preceding valuation
period by the net investment factor (described below) for such subsequent
valuation period. The accumulation value is determined by multiplying the total
number of accumulation units (for each subaccount) credited to the contract by
the accumulation unit value (for such subaccount) for the valuation period for
which the accumulation value is being determined.
    

NET INVESTMENT FACTOR

The net investment factor is a quantitative measure of the investment results of
each subaccount of VAA and VAB. The net investment factor for each subaccount
for any valuation period is determined by dividing (a) by (b), then subtracting
(c) from the result, where:

(a) is -

      (1)the net asset value of a share in the appropriate portfolio of the
         Fund determined as of the end of a valuation period, plus

      (2)The per share amount of any dividends or other distributions declared
         for that portfolio by the Fund if the "ex-dividend" date occurs during
         the valuation period, plus or minus

   
      (3)per share charge or credit for any taxes paid or reserved for which is
         determined by Ohio National Life to result from the maintenance or
         operation of that subaccount of VAA or VAB; (No federal income taxes
         are applicable under present law.)
    

   (b)is the net asset value of a share in the appropriate portfolio of the Fund
      determined as the end of the preceding valuation period; and

   (c)is the deduction for administrative and sales expenses and risk
      undertakings. (See Deduction for Administrative Expenses, page 8, and
      Deduction for Risk Undertakings, page 8.)

SURRENDER AND PARTIAL WITHDRAWAL

   
Prior to the annuity payout date, or thereafter in the case of annuity Option
1(e) described below, the owner of a contract may surrender (totally withdraw
the value of) his or her contract for its accumulation value or elect a partial
(at least $500) withdrawal therefrom. These transactions may be subject to the
contingent deferred sales charge described on page 8. Such charge is a
percentage of the total amount withdrawn. For example, if a partial withdrawal
of $500 is requested during the first contract year, Ohio National Life would
pay you $500, but the total amount deducted from the accumulation value would be
$531.91 (i.e., $531.91 x 6% $31.91). Unless otherwise specified, the withdrawal
will be made pro-rata from the values of each subaccount. The amount available
for withdrawal is the sum of the subaccount values less any contingent deferred
sales charge, provided, however, that no partial withdrawal that would cause the
contract value to fall below $5,000 will be allowed. Payment by Ohio National
Life shall be made within seven days from the date of receipt of the request for
such payment except as it may be deferred under the circumstances described
below. Surrenders and partial withdrawals are limited or not permitted in
connection with certain tax-qualified retirement plans. (See Texas State
Optional Retirement Program, page 12 and Tax-Deferred Annuities, page 17. For
tax consequences of a surrender or withdrawal, see Federal Tax Status, page 15.)
    

                                       10
<PAGE>   15
Occasionally Ohio National Life may receive a request for a surrender or partial
withdrawal before the check for your purchase payment has cleared the banking
system. Ohio National Life may delay the surrender or partial withdrawal until
your check has cleared. Ohio National Life requires the return of the contract
in the case of a complete surrender.

The right to withdraw may be suspended or the date of payment postponed (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 Securities and Exchange Commission, is restricted; (2) for
any period during which an emergency, as determined by the Commission, exists as
a result of which disposal of securities held in the Fund is not reasonably
practical, or it is not reasonably practical to determine the value of the
Fund's net assets; or (3) or such other periods as the Commission may by order
permit for the protection of security holders.

TRANSFERS AMONG SUBACCOUNTS

   
Contract values may be transferred from one subaccount to another upon the
request of the owner. Transfers may be made at any time during the accumulation
period. The amount of any such transfer must be at least $300 (or the entire
value of the contract's interest in a subaccount, if less). Ohio National Life
reserves the right to limit the number, frequency, method or amount of
transfers. Transfers from any portfolio of the Fund on any one day may be
limited to 1% of the previous day's total net assets of that portfolio if Ohio
National Life or the Fund, in its or their discretion, believes that the
portfolio might otherwise be damaged. After the annuity payout date, transfers
among subaccounts can only be made once each calendar quarter. Such transfers
may then be made without a transfer fee. (See Transfer Fee, page 9, and
Transfers After Annuity Payout Date, page 14.) Not more than 20% of a contract's
guaranteed accumulation value (or $1,000, if greater) as of the beginning of a
contract year may be transferred to variable subaccounts during that contract
year.
    

SCHEDULED TRANSFERS (DOLLAR COST AVERAGING)

   
Ohio National Life administers a scheduled transfer ("DCA") program enabling you
to preauthorize automatic monthly or quarterly transfers of a specified dollar
amount of at least $300, (a) from any variable subaccount(s) to any other
subaccount(s), including the Guaranteed Accumulation Account, or (b) from the
Guaranteed Accumulation Account to any variable subaccount(s) if the DCA program
is established at the time the contract is issued, the DCA program is scheduled
to begin within 6 months of contract issue and the term of the DCA program does
not exceed 2 years. For transfers from variable subaccounts, at least 12
transfers must be scheduled and the term of the DCA program may not exceed 5
years. No transfer fee is charged for DCA transfers. Ohio National Life may
discontinue the DCA program at any time. You may also discontinue further DCA
transfers by giving Ohio National Life written notice at least 7 business days
before the next scheduled transfer.

DCA generally has the effect of reducing the risk of purchasing at the top, and
selling at the bottom, of market cycles. DCA transfers from the Guaranteed
Accumulation Account or from a fund with a stabilized net asset value, such as
the Money Market subaccount, will generally reduce the average total cost of
indirectly purchasing Fund shares because greater numbers of shares will be
purchased when the share prices are lower than when prices are higher. However,
DCA does not assure you of a profit, nor does it protect against losses in a
declining market. Moreover, for transfers from a subaccount not having a
stabilized net asset value, DCA will have the effect of reducing the average
price of the shares being redeemed. DCA might also be used to systematically
transfer accumulation values from variable subaccounts to the General
Accumulation Account, in anticipation of retirement, in order to reduce the risk
of making a single transfer during a low market.
    

TELEPHONE TRANSFERS

If the contract owner first submits a pre-authorization form to Ohio National
Life, transfers may be made by telephoning Ohio National Life, between 9:00 a.m.
and 3:30 p.m. (Eastern time) on days that it is open for business, at
1-800-635-3225. Ohio National Life will honor pre-authorized telephone transfer
instructions from anyone who is able to provide the personal identifying
information requested, but reserves the right to refuse to honor any such
request if that seems prudent. Telephone transfer requests will not be honored
after the annuitant's death. Ohio National Life will use reasonable procedures
to confirm that telephone instructions are genuine. (Otherwise, Ohio National
Life may be liable for any losses due to unauthorized or fraudulent
instructions.) A written confirmation will be sent following each telephone
transfer.

                                       11
<PAGE>   16
DEATH BENEFIT

   
In the event of the death of the annuitant and any contingent annuitant prior to
the annuity payout date, the contract provides a death benefit to be paid to a
designated beneficiary. The amount of the death benefit will be determined as of
the end of the valuation period in which written notice of death of the
annuitant is received by Ohio National Life. It will be paid in one sum into an
interest-bearing checking account established in the beneficiary's name with
Bank One, Springfield, Illinois, unless the owner or beneficiary elects
settlement under one or more of the settlement options provided in the contract.
The checking account will bear interest based upon then current money market
rates. The beneficiary will then be able to write checks against such account at
any time and in any amount up to the total in the account. Such checks must be
for a minimum of $250. The amount of death benefit is the accumulation value of
the contract or, if greater, the difference between your purchase payment and
any partial withdrawals.
    

OHIO NATIONAL LIFE EMPLOYEE DISCOUNT

   
Ohio National Life and its affiliated companies offer a credit on the purchase
of contracts by any of their employees, directors or retirees, or their spouse
or the surviving spouse of a deceased retiree, covering any of the foregoing or
any of their minor children, or any of their children ages 18 to 21 who is
either (i) living in the purchaser's household or (ii) a full-time college
student being supported by the purchaser, or any of the purchaser's minor
grandchildren under the Uniform Gifts to Minors Act. This credit is treated as
additional income under the contract. The amount of the credit equals 3.5% of
the single purchase payment. Ohio National Life credits the Guaranteed
Accumulation Account of the eligible person's contract in this amount at the
time the purchase payment is made by the eligible person.
    

   
TEXAS STATE OPTIONAL RETIREMENT PROGRAM

Under the Texas State Optional Retirement Program (the "Program"), purchase
payments may be excluded from the gross income of state employees for federal
tax purposes to the extent that such purchase payments do not exceed the
exclusion allowance provided by the Code. The Attorney General of Texas has
interpreted the Program as prohibiting any participating state employee from
receiving the surrender value of a contract funding benefits under the Program
prior to termination of employment or the state employee's retirement, death or
total disability. Therefore, no surrender or partial withdrawal by a participant
in the Program will be allowed until the first of these events occurs.

    
ANNUITY PERIOD
ANNUITY PAYOUT DATE

   
Annuity payments under a contract will begin on the annuity payout date. This
date is selected by the owner at the time the contract is issued and must be at
least 30 days after the contract date. It may be changed from time to time by
the owner so long as the annuity payout date selected is the first day of any
month at least 30 days after the date of such change. The contract restricts the
annuity payout date to not later than the first of the month following the
annuitant's 90th birthday; however, this restriction may be waived by mutual
agreement between Ohio National Life and the owner.
    

The contracts include Ohio National Life's assurance that annuity payments will
be paid for the lifetime of the annuitant in accordance with the annuity rates
contained in the contract, regardless of actual mortality experience.

Other than in connection with annuity Option 1(e) described below, once annuity
payments commence, the contract cannot be surrendered for cash except that, upon
the death of the annuitant, the beneficiary shall be entitled to surrender the
contract for the commuted value of any remaining period-certain payments.
Surrenders and partial withdrawals from annuity Option 1(e) are permitted at any
time.

                                       12
<PAGE>   17
ANNUITY OPTIONS

The owner may elect one or more of the following annuity options, and may change
such election anytime before the annuity payout date.

     Option     Life Annuity with installment payments for the lifetime of the
     1(a):      annuitant (under this option it is possible for the annuitant to
                receive only one payment; this could happen if the annuitant
                should die before receiving the second payment; there is no
                residual value of the contract after annuitant's death).

     Option     Life Annuity with installment payments guaranteed for five years
     1(b):      and continuing thereafter during the remaining lifetime of the 
                annuitant.

     Option     Life Annuity with installment payments guaranteed for ten years 
     1(c):      and continuing thereafter during the remaining lifetime of the 
                annuitant.

     Option     Installment Refund Life Annuity with payments guaranteed for a
     1(d):      period certain and continuing thereafter during the remaining
                lifetime of the annuitant. The number of period-certain payments
                is equal to the amount applied under this option divided by the
                amount of the first payment.

   
     Option     Installment Refund Annuity with payments guaranteed for a fixed
     1(e):      number (up to thirty) of years. This option is available for
                variable annuity payments only. Although the deduction for risk
                undertakings is taken from annuity unit values, Ohio National
                Life has no mortality risk during the annuity payout period
                under this option.
    

     Option     Joint & Survivor Life Annuity with installment payments during 
     2(a):      the lifetime of an annuitant and continuing during the lifetime 
                of a designated contingent annuitant (under this option it is
                possible for the annuitant and contingent annuitant to receive
                only one payment; this could happen if both were to die before
                receiving the second payment).

     Option     Joint & Survivor Life Annuity with installment payments 
     2(b):      guaranteed for ten years and continuing thereafter during the 
                remaining lifetime of the annuitant or a designated contingent 
                annuitant.

   
Other settlement options are available as agreed to by Ohio National Life.

Unless the contract owner directs otherwise, as of the annuity payout date the
contract values will be applied to provide annuity payments pro-rata from each
subaccount in the same proportion as the contract values immediately prior to
the annuity payout date.

If no election is in effect on the annuity payout date, the accumulation value
of the contract will be applied under Option 1(c) (except that certain contracts
might require a Joint and Survivor Annuity pursuant to the Pension Reform Act of
1974, as amended) with the beneficiary as payee for any remaining period-certain
installments payable after the death of the annuitant. Options 2(a) and 2(b) are
available only with the consent of Ohio National Life if the contingent
annuitant is not related to the annuitant.

The Internal Revenue Service has not ruled on the tax treatment of a commutable 
variable annuity. If you select Option 1(e), it is possible that the IRS could
determine that the entire value of the annuity is fully taxable at the time you
elect Option 1(e) or that variable annuity payments under this option should
not be taxed under the annuity rules (see Federal Tax Status, page 15), which
could result in your payments being fully taxable to you. Should the IRS so
rule, Ohio National may be required to tax report up to the full value of the
annuity to you as taxable income.
    

DETERMINATION OF AMOUNT OF THE FIRST VARIABLE ANNUITY PAYMENT

The first variable annuity payment is determined by applying the accumulation
value for each subaccount in accordance with the settlement option tables
contained in the contract. The rates contained in those tables depend upon the
annuitant's (and any contingent annuitant's) age and sex and the option
selected. Contracts issued to plans sponsored by employers subject to Title VII
of the Civil Rights Act of 1964 or similar state statutes use annuity tables
which do not vary with annuitant's sex. The accumulation value to be applied is
determined at the end of a valuation period (selected by Ohio National Life and
uniformly applied) not more than 10 valuation periods before the annuity payout
date.

                                       13
<PAGE>   18
If the amount to be applied under an option is less than $5,000, the option
shall not be available and accumulation value shall be paid in a single sum to
the annuitant. If the first periodic payment under any option would be less than
$25, Ohio National Life reserves the right to change the frequency of payments
so that the first such payment is at least $25.

ANNUITY UNIT AND THE DETERMINATION OF SUBSEQUENT PAYMENTS 

Subsequent variable annuity payments will vary to reflect the investment
performance of each applicable subaccount. The amount of each subsequent payment
is determined by annuity units. The number of annuity units for each subaccount
is determined by dividing the dollar amount of the first annuity payment from
each subaccount by the value of the subaccount annuity unit for the same
valuation period used to determine the accumulation value of the contract
applied to provide annuity payments. This number of annuity units remains fixed
during the annuity payment period unless changed as provided below.

   
The annuity unit value for each subaccount was set at $10 for the valuation
period as of which the first variable annuity payable from each subaccount of
VAA and VAB was calculated. The annuity unit value for each subsequent valuation
period equals the annuity unit value for the immediately preceding valuation
period multiplied by the net investment factor (see page 10) for such subsequent
valuation period and by a factor (0.9998925 for a one-day valuation period) to
neutralize the assumed interest rate discussed below.
    

The dollar amount of each subsequent variable annuity payment is equal to the
fixed number of annuity units for each subaccount multiplied by the value of the
annuity unit for the valuation period.

The annuity rate tables contained in the contracts are based on the Progressive
Annuity Mortality Table with compound interest at the effective rate of 4% per
year. A higher interest assumption would mean a higher initial annuity payment
but a more slowly rising series of subsequent annuity payments if annuity unit
values were increasing (or a more rapidly falling series of subsequent annuity
payments if annuity unit values were decreasing). A lower interest assumption
would have the opposite effect. If the actual net investment rate were equal to
the assumed interest rate, annuity payments would be level.

TRANSFERS AFTER ANNUITY PAYOUT DATE

After annuity payments have been made for at least 12 months, the annuitant can,
once each 12 months, change the subaccount(s) on which variable annuity payments
are based. On at least 30 days written notice to Ohio National Life at its home
office, that portion of the periodic variable annuity payment directed by the
annuitant will be changed to reflect the investment results of a different
subaccount. The annuity payment immediately after such change will be the amount
that would have been paid without such change. Subsequent payments will reflect
the new mix of subaccount allocation.

OTHER CONTRACT PROVISIONS

ASSIGNMENT

   
Any amount payable in settlement of the contracts may not be commuted,
anticipated, assigned or otherwise encumbered, or pledged as loan collateral to
any person other than Ohio National Life. To the extent permitted by law, no
such amounts shall be subject in any way to any legal process to subject them to
payment of any claims against an annuitant before the annuity payout date. A
tax-qualified contract may not, but a non-tax-qualified contract may be
collaterally assigned before the annuity payout date. Ownership of a contract
may not be transferred except to (1) the annuitant, (2) a trustee or successor
trustee of a pension or profit-sharing trust which is qualified under Section
401 of the Code, or (3) the employer of the annuitant provided that the contract
after transfer is maintained under the terms of a retirement plan qualified
under Section 403(a) of the Code for the benefit of the annuitant, or (4) as
otherwise permitted by laws and regulations governing plans for which the
contract may be issued. Ownership of a non-tax-qualified contract may be
transferred.
    

                                       14
<PAGE>   19
PERIODIC REPORTS

Ohio National Life will furnish each owner, once each calendar quarter prior to
the annuity payout date, a statement showing the number of accumulation units
credited to the contract by subaccount and the accumulation unit value of each
unit as of the end of the preceding quarter. In addition, as long as the
contract remains in effect, Ohio National Life will forward such periodic
reports as may be furnished it by the Fund.

SUBSTITUTION FOR FUND SHARES

   
If investment in the Fund is no longer possible or in Ohio National Life's
judgment becomes inappropriate to the purposes of the contract, Ohio National
Life may substitute one or more other mutual funds. Substitution may be made
with respect to both existing investments and the investment of future purchase
payments. However, no such substitution will be made without any necessary
approval of the Securities and Exchange Commission. We may also add other
investment portfolios of the Fund or of additional mutual funds as eligible
investments of VAA or VAB.
    

CONTRACT OWNER INQUIRIES

Any questions from contract owners should be directed to Ohio National Life,
Variable Annuity Administration, P.O. Box 2669, Cincinnati, Ohio 45201;
telephone (513) 794-6452.

PERFORMANCE DATA

Ohio National Life may advertise performance data for the various Fund
portfolios showing the percentage change in the value of an accumulation unit
based on the performance of the applicable portfolio over a period of time
(usually a calendar year). Such percentage change is determined by dividing the
increase (or decrease) in value for the unit by the accumulation unit value at
the beginning of the period. This percentage figure will reflect the deduction
of any asset-based charges under the contract but will not reflect the deduction
of any applicable contingent deferred sales charge which would reduce any
percentage increase or make greater any percentage decrease.

Any such advertising will also include average annual total return figures
calculated as shown in the Statement of Additional Information. The average
annual total return figures will reflect the deduction of applicable contingent
deferred sales charges as well as applicable asset-based charges.

Ohio National Life may also distribute sales literature comparing separate
account performance to the Consumer Price Index or to such established market
indexes as the Dow Jones Industrial Average, the Standard & Poor's 500 Stock
Index, IBC's Money Fund Reports, Lehman Brothers Bond Indices, Morgan Stanley
Europe Australia Far East Index, Morgan Stanley World Index, Russell 2000 Index,
or other variable annuity separate accounts.

                               FEDERAL TAX STATUS

The following discussion of federal income tax treatment of amounts received
under a variable annuity contract is not exhaustive, does not purport to cover
all situations, and is not intended as tax advice. A qualified tax adviser
should always be consulted with regard to the application of law to individual
circumstances. Tax laws can change, even with respect to contracts that have
already been issued. Tax law revisions, with unfavorable consequences to
contracts offered by this prospectus, could have retroactive effect on
previously issued contracts or on subsequent voluntary transactions in
previously issued contracts.

   
Ohio National Life is taxed as a life insurance company under Subchapter L of
the Internal Revenue Code (the "Code"). Since the operations of VAA and VAB are
a part of, and are taxed with, the operations of Ohio National Life, VAA and VAB
are not separately taxed as "regulated investment companies" under Subchapter M
of the Code.
    

                                       15
<PAGE>   20
   
As to tax-qualified contracts, no federal income tax is payable under present
law on dividend income or capital gains distributions from Fund Shares held in
VAA or upon capital gains realized by VAA on redemption of Fund Shares. When a
non-tax-qualified contract is issued in connection with a deferred compensation
plan or arrangement, all rights, discretions and powers relative to the contract
are vested in the employer and you must look only to your employer for the
payment of deferred compensation benefits. Generally, in that case, an annuitant
will have no "investment in the contract" and amounts received by you from your
employer under a deferred compensation arrangement will be taxable in full as
ordinary income in the year of receipt.

The contracts described in this prospectus are considered annuity contracts
under Section 72 of the Code, which generally provides for taxation of
annuities. Under existing provisions of the Code, any increase in the
accumulation value of the contract is not taxable to you as the owner or
annuitant until you receive it, either in the form of annuity payments, as
contemplated by the contract, or in some other form of distribution (provided
that the owner of a non-tax qualified contract must be a natural person for this
purpose). With certain exceptions, where the owner of a non-tax qualified
contract is a non-natural person (corporation, partnership or trust) any
increase in the accumulation value of the contract attributable to purchase
payments made after February 28, 1986 will be treated as ordinary income
received or accrued by the owner during the current tax year.
    

When annuity payments commence under the contract each payment is taxable under
Section 72 of the Code as ordinary income in the year of receipt if the
annuitant has neither paid any portion of the purchase payment for the contract
nor has previously been taxed on any portion of the purchase payment. If any
portion of the purchase payment has been paid from or included in your taxable
income, this aggregate amount will be considered your "investment in the
contract" You will be entitled to exclude from your taxable income a portion of
each annuity payment equal to your "investment in the contract" divided by the
period of expected annuity payments, determined by your life expectancy and the
form of annuity benefit. Once your "investment in the contract" is recovered,
the entire portion of each annuity payment will be included in your taxable
income.

If an election is made to receive the accumulated value in a single sum in lieu
of annuity payments, any amount received or withdrawn in excess of the
"investment in the contract" will normally be taxed as ordinary income in the
year received. A partial withdrawal of contract values is taxable as income to
the extent that the accumulated value of the contract immediately before the
payment exceeds the "investment in the contract." Such a withdrawal is treated
as a distribution of earnings first and only second as a recovery of your
"investment in the contract." Any part of the value of the contract that is
assigned or pledged to secure a loan will be taxed as if it had been a partial
withdrawal and may be subject to a penalty tax.

There is a penalty tax equal to 10% of any amount that must be included in gross
income for tax purposes. The penalty will not apply to a redemption that is (1)
received on or after the taxpayer reaches age 59-1/2; (2) made to a beneficiary
on or after the death of the annuitant; (3) attributable to the taxpayer's
becoming disabled; (4) made as a series of substantially equal periodic payments
for the life of the annuitant (or joint lives of the annuitant and beneficiary);
(5) from a contract that is a qualified funding asset for purposes of a
structured settlement; (6) made under an annuity contract that is purchased with
a single premium and with an annuity payout date not later than a year from the
purchase of the annuity, or (7) incident to divorce. If an election is made not
to have withholding apply to the early withdrawal or if an insufficient amount
is withheld, the contract owner may be responsible for payment of estimated tax.
You may also incur penalties under the estimated tax rules if the withholding
and estimated tax payments are not sufficient. Failure to provide your taxpayer
identification number will automatically subject any payments under the contract
to withholding.

                                       16
<PAGE>   21
TAX-DEFERRED ANNUITIES

Under the provisions of Section 403(b) of the Code, a purchase payment made for
an annuity contract purchased for an employee by a public educational
institution or certain other tax-exempt organizations which are described in
Section 501(c)(3) of the Code are excludable from the gross income of such
employees to the extent that the purchase payment plus any other amounts
contributed to the purchase of a contract and toward benefits under qualified
retirement plans does not exceed the exclusion allowance determined for the
employee as set forth in Sections 403(b) and 415 of the Code. Employee
contributions are, however, subject to social security (FICA) tax withholding.
All amounts received by an employee under a contract, either in the form of
annuity payments or cash withdrawal, will be taxed under Section 72 of the Code
as ordinary income for the year received, except for exclusion of any amounts
representing "investment in the contract." Under certain circumstances, amounts
received may be used to make a "tax-free rollover" into one of the types of
individual retirement arrangements permitted under the Code. Amounts received
that are eligible for "tax-free rollover" will be subject to an automatic 20%
withholding unless such amounts are directly rolled over from the tax-deferred
annuity to the individual retirement arrangement.

With respect to earnings accrued and any purchase payment made after December
31, 1988, pursuant to a salary reduction agreement under Section 403(b) of the
Code, distributions may be paid only when the employee (a) attains age 59-1/2,
(b) separates from the employer's service, (c) dies, (d) becomes disabled as
defined in the Code, or (e) incurs a financial hardship as defined in the Code.
In the case of hardship, cash distributions may not exceed the amount of such
purchase payments. These restrictions do not affect rights to transfer
investments among the subaccounts and do not limit the availability of transfers
between tax-deferred annuities.

QUALIFIED PENSION OR PROFIT-SHARING PLANS

Under present law, a purchase payment made by an employer or trustee, pursuant
to a plan or trust qualified under Section 401(a) or 403(a) of the Code, is
generally excludable from gross income of the employee. The portion, if any, of
the purchase payment made by the employee, or which is considered taxable income
to the employee in the year the payment is made, constitutes an "investment in
the contract" under Section 72 of the Code for the employee's annuity benefits.
Salary reduction payments to a profit sharing plan qualifying under Section
401(k) of the Code are generally excludable from gross income of the employee.

The Code requires that plans must prohibit any distribution to a plan
participant prior to age 59-1/2, except in the event of death, total disability
or separation from service. Distributions must commence no later than April 1 of
the calendar year following the year in which the participant reaches age
70-1/2. Premature distribution of benefits or contributions in excess of those
permitted by the Code may result in certain penalties under the Code.

If an employee, or one or more of the beneficiaries, receives the total amounts
payable with respect to an employee within one taxable year after age 59-1/2 on
account of the employee's death or separation from service of the employer, any
amount received in excess of the employee's "investment in the contract" may be
taxed under special 5-year forward averaging rules. The taxpayer can elect to
have that portion of a lump-sum distribution attributable to years of
participation prior to January 1, 1974 given capital gains treatment. The
percentage of pre-1974 distribution subject to capital gains treatment decreases
as follows: 100%, 1987; 95%, 1988; 75%, 1989; 50%, 1990; and 25%, 1991. For tax
years 1992 and thereafter no capital gains treatment is available (except that
taxpayers who were age 50 before 1986 may still elect capital gains treatment.)
The employee receiving such a distribution may be able to make a "tax-free
rollover" of the distribution less the employee's "investment in the contract"
into another qualified plan in which the employee is a participant or into one
of the types of individual retirement arrangements permitted under the Code. An
employee's surviving spouse receiving such a distribution may be able to make a
tax-free rollover to one of the types of individual retirement arrangements
permitted under the Code. Amounts received that are eligible for "tax-free
rollover" will be subject to an automatic 20% withholding unless such amounts
are directly rolled over to another qualified plan or individual retirement
arrangement.

                                       17
<PAGE>   22
INDIVIDUAL RETIREMENT ANNUITIES (IRA)

Section 408(b) of the Code provides that an individual may invest an amount up
to $2,000 per year of earned income in an IRA and claim it as a personal tax
deduction if such person or the person's spouse is not an "active participant"
in an employer maintained qualified retirement plan or such person has adjusted
gross income which does not exceed the "applicable dollar limit." For a single
taxpayer, the applicable dollar limitation is $25,000, with the amount of IRA
contribution which may be deducted reduced proportionately for Adjusted Gross
Income between $25,000-$35,000. For married couples filing jointly, the
applicable dollar limitation is $40,000, with the amount of IRA contribution
which may be deducted reduced proportionately for Adjusted Gross Income between
$40,000-$50,000. There is no deduction allowed for IRA contributions when
Adjusted Gross Income reaches $35,000 for individuals and $50,000 for married
couples filing jointly. In the alternative, an individual otherwise qualified
for an IRA may elect to contribute to an IRA for the individual and for the
individual's non-working spouse, with the total deduction limited to $4,000.

Individuals are permitted to make non-deductible IRA contributions to the extent
they are ineligible to make deductible IRA contributions. Any amount received
from another qualified plan (including another individual retirement
arrangement) which is eligible as a "tax-free rollover" may be invested in an
IRA, and is not counted toward the overall contribution limit. Earnings on
nondeductible IRA contributions are not subject to tax until they are withdrawn.
The combined limit on designated nondeductible and deductible contributions for
a tax year is the lesser of 100% of compensation or $2,000 ($4,000 in the case
of an additional contribution to a spousal IRA).

Generally, distributions (all or part) made prior to age 59-1/2 (except in the
case of death or disability) will result in a penalty tax of 10% plus ordinary
income tax treatment of the amount received. Additionally, there is an excise
tax of 6% of the amount contributed in excess of either the deductible limit or
nondeductible limit, as indicated above, if such amount is not withdrawn prior
to the filing of the income tax return for the year of contribution or applied
as an allowable contribution for a subsequent year. The excise tax will continue
to apply each year until the excess contribution is corrected. Distributions
after age 59-1/2 are treated as ordinary income at the time received.
Distributions must commence before April 1 following the year in which the
individual reaches age 70-1/2. A 50% nondeductible excise tax is imposed on the
excess in any tax year of the amount that should have been distributed over the
amount actually distributed.

SIMPLIFIED EMPLOYEE PENSION PLANS (SEPPs)

Under Section 408 of the Code, employers may establish SEPPs for their
employees. Under these plans the employer may contribute on behalf of an
employee to an individual retirement account or annuity. The amount of the
contribution is excludable from the employee's income.

   
Certain employees who participate in a SEPP will be entitled to elect to have
the employer make contributions to a SEPP on their behalf or to receive the
contributions in cash. If the employee elects to have contributions made on the
employee's behalf to a SEPP, it is not treated as current taxable income to the
employee. Elective deferrals under a SEPP are subject to an inflation-indexed
limit which is $9,500 for 1997. Salary-reduction SEPPs are available only if at
least 50% of the employees elect to have amounts contributed to the SEPP and if
the employer has 25 or fewer employees at all times during the preceding year.
    

An employee may also take a deduction for individual contributions to the IRA,
subject to the limits applicable to IRAs in general. Withdrawals from the IRAs
to which the employer contributes must be permitted. These withdrawals, however,
are subject to the general rules with respect to withdrawals from IRAs.

WITHHOLDING ON DISTRIBUTION

Distributions from tax-deferred annuities or qualified pension or profit sharing
plans that are eligible for "tax-free rollover" will be subject to an automatic
20% withholding unless such amounts are directly rolled over to an individual
retirement arrangement or another qualified plan. Federal income tax withholding
on annuity payments is required. However, recipients of annuity payments are
allowed to elect not to have the tax withheld. Such an election may be revoked
at any time with respect to annuity payments and thereafter withholding would
commence. Failure to provide your taxpayer identification number will
automatically subject any payments under the contract to withholding.

                                       18
<PAGE>   23
APPENDIX A

                            IRA DISCLOSURE STATEMENT

This statement is designed to help you understand the requirements of federal
tax law which apply to your individual retirement annuity (IRA), your simplified
employee pension IRA (SEPP-IRA) for employer contributions, or to one you
purchase for your spouse (see "IRA for Non-working Spouse", on page 19). You can
obtain more information regarding your IRA either from your sales representative
or from any district office of the Internal Revenue Service.

FREE LOOK PERIOD

The annuity contract offered by this prospectus gives you the opportunity to
return the contract for a full refund within 20 days after it is delivered (see
page 9). This is a more liberal provision than is required in connection with
IRA's. To exercise this "free-look" provision write or call the address shown
below:

The Ohio National Life Insurance Company
P. O. Box 2669
Cincinnati, Ohio 45201
Telephone: (513) 794-6452 - 8:30 a.m.  - 4:30 p.m.  (Eastern Time Zone)


ELIGIBILITY REQUIREMENTS

IRAs are intended for all persons with earned compensation whether or not they
are covered under other retirement programs. Additionally if you have a
non-working spouse (and you file a joint tax return), you may establish an IRA
on behalf of your non-working spouse. A working spouse may establish his or her
own IRA. A divorced spouse receiving taxable alimony (and no other income) may
also establish an IRA.

CONTRIBUTIONS AND DEDUCTIONS

Contributions to your IRA will be deductible if you or your spouse is not an
"active participant" in an employer maintained qualified retirement plan or you
have Adjusted Gross Income which does not exceed the "applicable dollar limit".
IRA (or SEPP-IRA) contributions must be made by no later than the time you file
your income tax return for that year. For a single taxpayer, the applicable
dollar limitation is $25,000, with the amount of IRA contribution which may be
deducted reduced proportionately for Adjusted Gross Income between
$25,000-$35,000. For married couples filing jointly, the applicable dollar
limitation is $40,000, with the amount of IRA contribution which may be deducted
reduced proportionately for Adjusted Gross Income between $40,000-$50,000. There
is no deduction allowed for IRA contributions when Adjusted Gross Income reaches
$35,000 for individuals and $50,000 for married couples filing jointly.

   
Contributions made by your employer to your SEPP-IRA are excludable from your
gross income for tax purposes in the calendar year for which the amount is
contributed. Certain employees who participate in a SEPP-IRA will be entitled to
elect to have their employer make contributions to their SEPP-IRA on their
behalf or to receive the contributions in cash. If the employee elects to have
contributions made on the employee's behalf to the SEPP, those funds are not
treated as current taxable income to the employee. Elective deferrals under a
SEPP-IRA are subject to an inflation-adjusted limit which is $9,500 for 1997.
Salary-reduction SEPP-IRAs (also called "SARSEPs") are available only if at
least 50% of the employees elect to have amounts contributed to the SEPP-IRA and
if the employer has 25 or fewer employees at all times during the preceding
year.
    

The IRA maximum annual contribution and your tax deduction is limited to the
lesser of: (1) $2,000 or (2) 100% of your earned compensation. Contributions in
excess of the deduction limits may be subject to penalty. See below.

Under a SEPP-IRA agreement, the maximum annual contribution which your employer
may make on your behalf to a SEPP-IRA contract which is excludable from your
income is the lesser of 15% of your salary or $22,500. An employee who is a
participant in a SEPP-IRA agreement may make after-tax contributions to the
SEPP-IRA contract, subject to the contribution limits applicable to IRAs in
general. Those employee contributions will be deductible subject to the
deductibility rules described above.

                                       19
<PAGE>   24
The maximum tax deductible annual contribution that a divorced spouse with no
other income may make to an IRA is the lesser of (1) $2,000 or (2) 100% of
taxable alimony.

If you or your employer should contribute more than the maximum contribution
amount to your IRA or SEPP-IRA, the excess amount will be considered an "excess
contribution". You are permitted to withdraw an excess contribution from your
IRA or SEPP-IRA before your tax filing date without adverse tax consequences.
If, however, you fail to withdraw any such excess contribution before your tax
filing date, a 6% excise tax will be imposed on the excess for the tax year of
contribution.

Once the 6% excise tax has been imposed, an additional 6% penalty for the
following tax year can be avoided if the excess is (1) withdrawn before the end
of the following year, or (2) treated as a current contribution for the
following year. (See the Pre-mature Distributions, page 20, for penalties
imposed on withdrawal when the contribution exceeds $2,000).

IRA FOR NON-WORKING SPOUSE

If you establish an IRA for yourself, you may also be eligible to establish an
IRA for your "non-working" spouse. In order to be eligible to establish such a
spousal IRA, you must file a joint tax return with your spouse and if your
non-working spouse has compensation, his/her compensation must be less than your
compensation for the year. Contributions of up to $2,000 each may be made to
your IRA and the spousal IRA if the combined compensation of you and your spouse
is at least equal to the amount contributed. If requirements for deductibility
(including income levels) are met, you will be able to deduct an amount equal to
the least of (i) the amount contributed to the IRA's; (ii) $4,000; or (iii) 100%
of your combined gross income.

Contributions in excess of the contribution limits may be subject to penalty.
See above under "Contributions and Deductions". If you contribute more than the
allowable amount, the excess portion will be considered an excess contribution.
The rules for correcting it are the same as discussed above for regular IRAs.

Other than the items mentioned in this section, all of the requirements
generally applicable to IRAs are also applicable to IRAs established for
non-working spouses.

ROLLOVER CONTRIBUTION

Once every year, you are permitted to withdraw any portion of the value of your
IRA or SEPP-IRA and reinvest it in another IRA or bond. Withdrawals may also be
made from other IRAs and contributed to this contract. This transfer of funds
from one IRA to another is called a "rollover" IRA. To qualify as a rollover
contribution, the entire portion of the withdrawal must be reinvested in another
IRA within 60 days after the date it is received. You will not be allowed a
tax-deduction for the amount of any rollover contribution.

A similar type of rollover to an IRA can be made with the proceeds of a
qualified distribution from a qualified retirement plan or tax-sheltered
annuity. Properly made, such a distribution will not be taxable until you
receive payments from the IRA created with it. Unless you were a self-employed
participant in the distributing plan, you may later rollover such a contribution
to another qualified retirement plan as long as you have not mixed it with IRA
(or SEPP-IRA) contributions you have deducted from your income. (You may roll
less than all of a qualified distribution into an IRA, but any part of it not
rolled over will be currently includable in your income without any capital
gains treatment.)

PREMATURE DISTRIBUTIONS

At no time can your interest in your IRA or SEPP-IRA be forfeited. To insure
that your contributions will be used for your retirement, the federal tax law
does not permit you to use your IRA or SEPP-IRA as security for a loan.
Furthermore, as a general rule, you may not sell or assign your interest in your
IRA or SEPP-IRA to anyone. Use of an IRA (or SEPP-IRA) as security or assignment
of it to another will invalidate the entire annuity. It then will be includable
in your income in the year it is invalidated and will be subject to a 10%
penalty tax if you are not at least age 59-1/2 or totally disabled unless you
comply with special rules requiring distributions to be made at least annually
over your life expectancy.

                                       20
<PAGE>   25
The 10% penalty tax does not apply to the withdrawal of an excess contribution
as long as the excess is withdrawn before the due date of your tax return.
Withdrawal of excess contributions after the due date of your tax return will
generally be subject to the 10% penalty unless the excess contribution results
from erroneous information from a plan trustee making an excess rollover
contribution or unless you are over age 59 1/2 or are disabled.

DISTRIBUTION AT RETIREMENT

Once you have attained age 59-1/2 (or have become totally disabled), you may
elect to receive a distribution of your IRA (or SEPP-IRA) regardless of when you
actually retire. You may elect to receive the distribution in either one sum or
under any one of the periodic payment options available under the contract. The
distributions from your IRA under any one of the periodic payment options or in
one sum will be treated as ordinary income as you receive them.

INADEQUATE OR UNDER DISTRIBUTIONS - 50% TAX

Your IRA or SEPP-IRA is intended to provide retirement benefits over your
lifetime. Thus, federal law requires that you either (1) receive a lump-sum
distribution of your IRA by April 1 of the year following the year in which you
attain age 70-1/2 or (2) start to receive periodic payments by that date. If you
elect to receive periodic payments, those payments must be sufficient to pay out
the entire value of your IRA during your life expectancy (or over the joint life
expectancies of you and your spouse). If the payments are not sufficient to meet
these requirements, an excise tax of 50% will be imposed on the amount of any
underpayment.

DEATH BENEFITS

If you, (or your surviving spouse) die before receiving the entire value of your
IRA (or SEPP-IRA), the remaining interest must be distributed to your
beneficiary (or your surviving spouse's beneficiary) in one lump-sum or applied
to purchase an immediate annuity for the beneficiary. This annuity must be
payable over the life expectancy of the beneficiary within one year after your
or your spouse's death. If your spouse is the designated beneficiary, he or she
is treated as the owner of the IRA. If minimum required distributions have
begun, the entire amount must be distributed at least as rapidly as if the owner
had survived. A distribution of the balance of your IRA upon your death will not
be considered a gift for federal tax purposes, but will be included in your
gross estate for purposes of federal estate taxes.

                                       21
<PAGE>   26


                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION


<PAGE>   27
                        OHIO NATIONAL VARIABLE ACCOUNT A
                                       OF
                    THE OHIO NATIONAL LIFE INSURANCE COMPANY

                                One Financial Way
                             Cincinnati, Ohio 45242
                            Telephone (513) 794-6452

                       STATEMENT OF ADDITIONAL INFORMATION

   
                                   MAY 1, 1997
    

   
The Statement of Additional Information is not a prospectus. It should be read
in conjunction with the prospectus for Ohio National Variable Account A ("VAA")
single purchase payment individual tax qualified variable annuity contracts
dated May 1, 1997. To obtain a free copy of the VAA prospectus, write or call
The Ohio National Life Insurance Company ("Ohio National Life") at the above
address.
    



                                Table of Contents


            Custodian .....................................        2
            Independent Certified Public Accountants ......        2
            Underwriter ...................................        2
            Calculation of Money Market Subaccount Yield ..        3
            Total Return ..................................        3
            Transfer Limitations ..........................        4
            Financial Statements ..........................        5
            Appendix:
                     Loans Under Tax-sheltered Annuities ..       47
                     Guaranteed Accumulation Account ......       47




                            "TOP PLUS" TAX QUALIFIED
<PAGE>   28
CUSTODIAN

Ohio National Life has executed an agreement with Star Bank, N.A. ("the Bank"),
Cincinnati, Ohio, pursuant to which the shares of Ohio National Fund, Inc.
("Fund") and other assets credited to VAA will be held in the custody of the
Bank. The agreement provides that the Bank will purchase Fund shares at their
net asset value determined as of the end of the valuation period of VAA during
which the purchase payment is received by Ohio National Life. The Bank effects
redemptions of Fund shares held by VAA upon instructions from Ohio National Life
at net asset value determined as of the end of the valuation period of VAA
during which a redemption request is received or made by Ohio National Life. In
addition, the Bank maintains appropriate records with respect to all
transactions in Fund shares relative to VAA.

The agreement requires the Bank to have at all times an aggregate capital,
surplus and undivided profit of not less than $2 million and prohibits
resignation by the Bank until (a) a successor custodian bank having the
qualifications enumerated above shall have agreed to serve as custodian, or (b)
VAA has been completely liquidated and the proceeds of such liquidation properly
distributed. Subject to these conditions the agreement of custodianship may be
terminated by either party upon sixty days written notice. For its services as
custodian, the Bank will be paid a fee to be agreed upon from time to time by
the Bank and Ohio National Life.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

   
The financial statements of VAA as of December 31, 1996 and for the periods
indicated herein and Ohio National Life's consolidated financial statements
as of December 31, 1996 and 1995 and for the periods indicated herein have been
included herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing. 

UNDERWRITER

The offering of the contracts is continuous. Prior to May 1, 1997, The
O.N. Equity Sales Company ("ONESCO"), a wholly-owned subsidiary of Ohio National
Life, was the principal underwriter of the contracts. The aggregate amount of
underwriting commissions paid to ONESCO with respect to contracts issued by VAA,
and the amounts retained by ONESCO, for each of the last three years have been:


<TABLE>
<CAPTION>
                                 Aggregate            Retained
                  Year          Commissions         Commissions
                  ----          -----------         -----------
<S>                             <C>                 <C>
                  1996          $2,461,096          $  239,957
                  1995           1,645,426             151,215
                  1994           1,562,146             178,330
</TABLE>


Since May 1, 1997, Ohio National Equities, Inc., another wholly-owned
subsidiary of Ohio National Life, has been the principal underwriter of the
contracts.
    


                                       -2-
<PAGE>   29
CALCULATION OF MONEY MARKET SUBACCOUNT YIELD

   
The current yield of the Money Market subaccount for the seven days ended on
December 31, 1996, was 4.72 %. This was calculated by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one accumulation unit of the subaccount
at the beginning of the seven-day period, dividing the net change in subaccount
value by the value of the subaccount at the beginning of the base period to
obtain the base period return, and multiplying the difference by 365/7. The
resulting figure is carried to the nearest hundredth of one percent.
    

TOTAL RETURN

The average annual compounded rate of return for a contract with respect to a
particular subaccount over a given period is found by equating the initial
amount invested to the ending redeemable value using the following formula:

                               P(1 + T)(n) = ERV

         where:           P = a hypothetical initial payment of $1,000,
                          T = the average annual total return,
                          n = the number of years, and
                        ERV = the ending redeemable value of a
                              hypothetical $1,000 beginning-of-period
                              payment at the end of the period (or
                              fractional portion thereof).

   
For this purpose, it should be noted that the current series of contracts were
initially offered on October 7, 1993. Hypothetical results based upon
performance of the subaccounts prior to that date assume that the same charges
and deductions applicable to the current contracts were in effect from the
inception of each corresponding portfolio of the Fund. Based on those
assumptions, the average annual total returns for contracts in each of the
subaccounts from the inception of the subaccount and for the one-, five- and
ten-year periods ending on December 31, 1996, and assuming surrender of the
contract on the latter date, are as follows:

<TABLE>
<CAPTION>
                             One             Five           Ten             From     Inception
                             Year            Years          Years        Inception     Date
                             ----            -----          -----        ---------   ---------
<S>                         <C>              <C>            <C>          <C>         <C>
Equity                      17.29%           12.09%         11.87%          9.46%    10-06-69
Money Market                 4.23%            3.20%          4.68%          6.46%    03-20-80
Bond                         2.78%            6.17%          6.47%          7.68%    11-02-82
Omni                        14.51%           11.07%          9.52%         10.56%    09-10-84
International               13.46%             N/A            N/A          15.15%    04-30-93
Capital Appreciation        14.72%             N/A            N/A          14.86%    05-01-94
Small Cap                   16.66%             N/A            N/A          25.96%    05-01-94
Global Contrarian           11.09%             N/A            N/A          11.02%    03-31-95
Aggressive Growth           (0.14%)            N/A            N/A          14.03%    03-31-95
Core Growth                   N/A              N/A            N/A            N/A     01-03-97
Growth & Income               N/A              N/A            N/A            N/A     01-03-97
S&P 500 Index                 N/A              N/A            N/A            N/A     01-03-97
Social Awareness              N/A              N/A            N/A            N/A     01-03-97
</TABLE>
    


                                       -3-
<PAGE>   30
TRANSFER LIMITATIONS

To the extent that transfers, surrenders, partial withdrawals and annuity
payments from a subaccount exceed net purchase payments and transfers into that
subaccount, securities of the corresponding portfolio of the Fund may have to be
sold. Excessive sales of a portfolio's securities on short notice could be
detrimental to that portfolio and to contractowners with values allocated to the
corresponding subaccount. To protect the interests of all contractowners, Ohio
National Life reserves the right to limit the number, frequency, method or
amount of transfers. Transfers from any portfolio of the Fund on any one day may
be limited to 1% of the previous day's total net assets of that portfolio if
Ohio National Life or the Fund, in its or their discretion, believes that the
portfolio might otherwise be damaged.

If and when transfers must be so limited, some transfer requests will not be
made. In determining which requests will be made, scheduled transfers (that is,
those pursuant to a pre-existing dollar cost averaging program) will be made
first, followed by mailed written requests in the order postmarked and, lastly,
telephone and facsimile requests in the order received. Contractowners whose
transfer requests are not made will be so notified. Current SEC rules preclude
Ohio National Life from processing at a later date those requests that were not
made. Accordingly, a new transfer request would have to be submitted in order to
make a transfer that was not made because of these limitations.




                                       -4-
<PAGE>   31
                        OHIO NATIONAL VARIABLE ACCOUNT A
                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
         The Ohio National Life Insurance Company

The Contract Owners
         Ohio National Variable Account A

   
We have audited the accompanying statements of assets and contract owners'
equity of Ohio National Variable Account A as of December 31, 1996, and the
related statements of operations and changes in contract owners' equity and
schedules of changes in unit values for each of the periods indicated herein.
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. Our procedures included
confirmation of securities owned as of December 31, 1996, by examination of the
underlying mutual fund. 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 Ohio National Variable Account
A at December 31, 1996, and the results of its operations, changes in contract
owners' equity and changes in unit values for each of the periods indicated
herein, in conformity with generally accepted accounting principles.


                                                           KPMG PEAT MARWICK LLP


Cincinnati, Ohio
January 28, 1997
    

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

                        OHIO NATIONAL VARIABLE ACCOUNT A
                STATEMENTS OF ASSETS AND CONTRACT OWNERS' EQUITY
                               DECEMBER 31, 1996


   
<TABLE>
<CAPTION>
                                           MONEY                                           INTER-  
                           EQUITY          MARKET           BOND           OMNI           NATIONAL 
                         SUBACCOUNT      SUBACCOUNT      SUBACCOUNT     SUBACCOUNT       SUBACCOUNT
<S>                      <C>             <C>             <C>            <C>              <C>
Assets - Investments
at market value
(note 2)                 $89,459,131     $ 5,794,782     $ 5,182,509     $58,137,874     $47,781,648
                         ===========     ===========     ===========     ===========     ===========
Contract owners'
equity:
   Contracts in
   accumulation
   period (note 3)       $89,037,185     $ 5,678,335     $ 5,173,030     $58,026,674     $47,781,648

   Annuity reserves
   for contracts in
   payment period            421,946         116,447           9,479         111,200               0
                         -----------     -----------     -----------     -----------     -----------
Total contract
owners' equity           $89,459,131     $ 5,794,782     $ 5,182,509     $58,137,874     $47,781,648
                         ===========     ===========     ===========     ===========     ===========

<CAPTION>
                          CAPITAL          SMALL          GLOBAL          AGGRESS.  
                           APPREC.          CAP            CONTR.          GROWTH   
                         SUBACCOUNT      SUBACCOUNT      SUBACCOUNT       SUBACCOUNT 
<S>                      <C>             <C>             <C>             <C>
Assets - Investments
at market value
(note 2)                 $10,651,100     $13,015,805     $ 2,363,815     $ 2,620,454
                         ===========     ===========     ===========     ===========
Contract owners'
equity:
   Contracts in
   accumulation
   period (note 3)       $10,651,100     $13,015,805     $ 2,363,815     $ 2,620,454

   Annuity reserves
   for contracts in
   payment period                  0               0               0               0
                         -----------     -----------     -----------     -----------
Total contract
owners' equity           $10,651,100     $13,015,805     $ 2,363,815     $ 2,620,454
                         ===========     ===========     ===========     ===========
</TABLE>
    


   The accompanying notes are an integral part of these financial statements.
<PAGE>   32
   
                                  FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995


OHIO NATIONAL VARIABLE ACCOUNT A
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY


<TABLE>
<CAPTION>
                                                    EQUITY                    MONEY MARKET                  BOND
                                                  SUBACCOUNT                   SUBACCOUNT                SUBACCOUNT        
                                              1996           1995           1996        1995          1996         1995    
                                              ----           ----           ----        ----          ----         ----    
<S>                                         <C>          <C>            <C>          <C>           <C>         <C>         
Investment activity:
 Reinvested capital gains
  and dividends..........................   $3,309,014   $ 1,723,423    $  264,732   $  189,597    $  318,092  $  211,780  
 Risk and administrative                                                                                                   
  expense (note 4).......................     (847,614)     (651,801)      (51,812)     (34,079)      (53,743)    (44,400) 
                                            ----------   -----------    ----------   ----------    ----------  ----------
   Net investment activity...............    2,461,400     1,071,622       212,920      155,518       264,349     167,380  
                                            ----------   -----------    ----------   ----------    ----------  ----------
 Realized and Unrealized gain                                                                                              
 (loss) on investments:                                                                                                    
  Realized gain (loss)...................    1,192,086       904,829        (4,499)           0         9,435       6,646  
  Unrealized gain (loss).................    8,919,868    11,625,942             0            0      (134,060)    482,005  
                                            ----------   -----------    ----------   ----------    ----------  ----------
   Net gain (loss) on                                                                                                      
     investments.........................   10,111,954    12,530,771        (4,499)           0      (124,625)    488,651  
                                            ----------   -----------    ----------   ----------    ----------  ----------
    Net increase in contract                                                                                               
      owners' equity from                                                                                                  
      operations.........................   12,573,354    13,602,393       208,421      155,518       139,724     656,031  
                                            ----------   -----------    ----------   ----------    ----------  ----------

Equity transactions:                                                                                                       
 Sales:                                                                                                                    
  Contract purchase payments.............   10,413,119     8,103,486     3,610,654    2,272,210       926,817     959,158  
  Transfers from fixed and                                                                                                 
   other subaccounts.....................    2,817,812     3,069,834     1,135,004    1,882,448       101,994     303,129  
                                            ----------   -----------    ----------   ----------    ----------  ----------
                                            13,230,931    11,173,320     4,745,658    4,154,658     1,028,811   1,262,287  
                                            ----------   -----------    ----------   ----------    ----------  ----------
 Redemptions:                                                                                                              
  Withdrawals and surrenders.............    3,340,783     2,826,751       582,380      305,731       364,781     271,658  
  Annuity and death benefit                                                                                                
   payments..............................      721,495       599,141        64,028       16,451        10,774      25,808  
  Transfers to fixed and                                                                                                   
   other subaccounts.....................    1,718,941     2,340,950     3,419,115    2,691,865       367,550     193,959  
                                            ----------   -----------    ----------   ----------    ----------  ----------

                                             5,781,219     5,766,842     4,065,523    3,014,047       743,105     491,425  
                                            ----------   -----------    ----------   ----------    ----------  ----------

   Net equity transactions...............    7,449,712     5,406,478       680,135    1,140,611       285,706     770,862  
                                            ----------   -----------    ----------   ----------    ----------  ----------
    Net change in contract                                                                                                 
      owners' equity.....................   20,023,066    19,008,871       888,556    1,296,129       425,430   1,426,893  
Contract owners' equity:                                                                                                   
 Beginning of period.....................   69,436,065    50,427,194     4,906,226    3,610,097     4,757,079   3,330,186  
                                            ----------   -----------    ----------   ----------    ----------  ----------
 End of period...........................  $89,459,131   $69,436,065    $5,794,782   $4,906,226    $5,182,509  $4,757,079  
                                           ===========   ===========    ==========   ==========    ==========  ==========
</TABLE>



<TABLE>
<CAPTION>
                                                     OMNI                      INTERNATIONAL
                                                  SUBACCOUNT                    SUBACCOUNT
                                               1996          1995           1996           1995
                                               ----          ----           ----           ----
<S>                                        <C>           <C>            <C>           <C>
Investment activity:
 Reinvested capital gains
  and dividends..........................  $ 2,223,475   $ 1,108,038    $ 2,272,474   $   991,686
 Risk and administrative                                               
  expense (note 4).......................     (551,635)     (425,306)      (434,384)     (312,946)
                                           -----------   -----------    -----------   -----------
   Net investment activity...............    1,671,840       682,732      1,838,090       678,740
                                           -----------   -----------    -----------   -----------

 Realized and Unrealized gain                                          
 (loss) on investments:                                                
  Realized gain (loss)...................      577,644       435,547        224,983       137,917
  Unrealized gain (loss).................    4,606,392     6,398,204      2,790,398     2,266,142
                                           -----------   -----------    -----------   -----------
   Net gain (loss) on                                                  
     investments.........................    5,184,036     6,833,751      3,015,381     2,404,059
                                           -----------   -----------    -----------   -----------
    Net increase in contract                                           
      owners' equity from                                              
      operations.........................    6,855,876     7,516,483      4,853,471     3,082,799
                                           -----------   -----------    -----------   -----------

Equity transactions:                                                   
 Sales:                                                                
  Contract purchase payments.............    9,082,596     5,062,792      9,913,128     7,753,900
  Transfers from fixed and                                             
   other subaccounts.....................    1,632,769       793,343      2,659,338     1,305,223
                                           -----------   -----------    -----------   -----------
                                            10,715,365     5,856,135     12,572,466     9,059,123
                                           -----------   -----------    -----------   -----------

 Redemptions:                                                          
  Withdrawals and surrenders.............    2,246,180     2,021,783      1,338,114     1,134,559
  Annuity and death benefit                                            
   payments..............................      554,361       116,467        210,138        54,693
  Transfers to fixed and                                               
   other subaccounts.....................      992,890     2,043,636      1,226,211     3,141,268
                                           -----------   -----------    -----------   -----------

                                             3,793,431     4,181,886      2,774,463     4,330,520
                                           -----------   -----------    -----------   -----------

   Net equity transactions...............    6,921,934     1,674,249      9,798,003     4,728,603
    Net change in contract                                             
                                           -----------   -----------    -----------   -----------
      owners' equity.....................   13,777,810     9,190,732     14,651,474     7,811,402
Contract owners' equity:                                               
 Beginning of period.....................   44,360,064    35,169,332     33,130,174    25,318,772
    
   
                                           -----------   -----------    -----------   -----------
 End of period...........................  $58,137,874   $44,360,064    $47,781,648   $33,130,174
                                           ===========   ===========    ===========   ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
    
<PAGE>   33
   
                                FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

NATIONAL VARIABLE ACCOUNT A 
STATEMENTS OF OPERATIONS AND CHANGES IN CONTRACT OWNERS' EQUITY


<TABLE>
<CAPTION>
                                              CAPITAL APPRECIATION            SMALL CAP             GLOBAL CONTRARIAN   
                                                    SUBACCOUNT                SUBACCOUNT                 SUBACCOUNT     
                                                1996         1995          1996         1995         1996       1995(a) 
                                                ----         ----          ----         ----         ----       ------- 
<S>                                        <C>           <C>          <C>           <C>          <C>          <C>
Investment activity:
 Reinvested capital gains
  and dividends..........................  $   383,454   $   55,307   $   176,709   $    8,230   $   44,575   $  1,259  
 Risk and administrative
  expense (note 4).......................      (72,491)     (19,404)      (87,665)     (23,562)     (14,459)    (2,801) 
                                           -----------   ----------   -----------   ----------   ----------   --------  
   Net investment activity...............      310,963       35,903        89,044      (15,332)      30,116     (1,542) 
                                           -----------   ----------   -----------   ----------   ----------   --------  

 Realized and Unrealized gain
   (loss) on investments:
  Realized gain (loss)...................       19,693       16,743        70,688       32,092        2,571       (587) 
  Unrealized gain (loss).................      711,617      291,929     1,202,984      609,033       89,145     13,613  
                                           -----------   ----------   -----------   ----------   ----------   --------  
   Net gain (loss) on
     investments.........................      731,310      308,672     1,273,672      641,125       91,716     13,026  
                                           -----------   ----------   -----------   ----------   ----------   --------  
    Net increase in contract
      owners' equity from
      operations.........................    1,042,273      344,575     1,362,716      625,793      121,832     11,484  
                                           -----------   ----------   -----------   ----------   ----------   --------  

Equity transactions:
 Sales:
  Contract purchase payments.............    4,558,526    2,638,520     5,157,859    2,704,917    1,572,884    508,497  
  Transfers from fixed and
   other subaccounts.....................    1,340,463      806,607     2,096,958    1,195,795      199,996     38,361  
                                           -----------   ----------   -----------   ----------   ----------   --------  

                                             5,898,989    3,445,127     7,254,817    3,900,712    1,772,880    546,858  
                                           -----------   ----------   -----------   ----------   ----------   --------  

 Redemptions:
  Withdrawals and surrenders.............      187,862       59,207       260,751       81,418       21,116      1,715  
  Annuity and death benefit
   payments..............................       47,472            0        66,443       16,255        8,926          0  
  Transfers to fixed and
   other subaccounts.....................      262,392       70,828       498,005      121,816       49,840      7,642  
                                           -----------   ----------   -----------   ----------   ----------   --------  

                                               497,726      130,035       825,199      219,489       79,882      9,357  
                                           -----------   ----------   -----------   ----------   ----------   --------  

   Net equity transactions...............    5,401,263    3,315,092     6,429,618    3,681,223    1,692,998    537,501  
                                           -----------   ----------   -----------   ----------   ----------   --------  
    Net change in contract
      owners' equity.....................    6,443,536    3,659,667     7,792,334    4,307,016    1,814,830    548,985  
Contract owners' equity:
 Beginning of period.....................    4,207,564      547,897     5,223,471      916,455      548,985          0  
                                           -----------   ----------   -----------   ----------   ----------   --------  

 End of period...........................  $10,651,100   $4,207,564   $13,015,805   $5,223,471   $2,363,815   $548,985  
                                           ===========   ==========   ===========   ==========   ==========   ========  
</TABLE>


<TABLE>
<CAPTION>
                                             AGGRESSIVE GROWTH
                                                 SUBACCOUNT
                                               1996      1995 (a)
                                               ----      --------
<S>                                        <C>         <C>     
Investment activity:
 Reinvested capital gains
  and dividends..........................  $  244,914  $ 12,988
 Risk and administrative
  expense (note 4).......................     (15,097)   (1,499)
                                            ---------  --------
   Net investment activity...............     229,817    11,489
                                            ---------  --------

 Realized and Unrealized gain
   (loss) on investments:
  Realized gain (loss)...................     (10,234)    4,085
  Unrealized gain (loss).................    (166,627)   23,386
                                            ---------  --------
   Net gain (loss) on
     investments.........................    (176,861)   27,471
                                            ---------  --------
    Net increase in contract
      owners' equity from
      operations.........................      52,956    38,960
                                            ---------  --------

Equity transactions:
 Sales:
  Contract purchase payments.............   1,876,917   544,084
  Transfers from fixed and
   other subaccounts.....................     228,778    50,264
                                            ---------  --------

                                            2,105,695   594,348
                                            ---------  --------

 Redemptions:
  Withdrawals and surrenders.............      42,393       119
  Annuity and death benefit
   payments..............................       5,231         0
  Transfers to fixed and
   other subaccounts.....................     115,826     7,936
                                            ---------  --------

                                              163,450     8,055
                                            ---------  --------

   Net equity transactions...............   1,942,245   586,293
                                            ---------  --------
    Net change in contract
    
   
      owners' equity.....................   1,995,201   625,253
Contract owners' equity:
 Beginning of period.....................     625,253         0
                                            ---------  --------

 End of period...........................  $2,620,454  $625,253
                                           ==========  ========
</TABLE>

(a) Period from March 31, 1995, date of commencement of operations.

   The accompanying notes are an integral part of these financial statements.
    
<PAGE>   34
   
                        OHIO NATIONAL VARIABLE ACCOUNT A
                          NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996
    

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Ohio National Variable Account A (the Account) is a separate account of The
    Ohio National Life Insurance Company (ONLIC) and all obligations arising
    under variable annuity contracts are general corporate obligations of ONLIC.
    The account has been registered as a unit investment trust under the
    Investment Company Act of 1940.

    Assets of the Account are invested in shares of Ohio National Fund, Inc.
    (the Fund), a diversified open-end management investment company. The Fund's
    investments are subject to varying degrees of market, interest and financial
    risks; the issuers' abilities to meet certain obligations may be affected by
    economic developments in their respective industries.

    Annuity reserves are computed for currently payable contracts according to
    the Progressive Annuity Mortality Table. The assumed interest rate is 3.5 or
    4.0 percent depending on the contract selected by the annuitant. Charges to
    annuity reserves for adverse mortality and expense risk experience are
    reimbursed to the Account by ONLIC. Such amounts are included in risk and
    administrative expense.

   
    Investments are valued at the net asset value of fund shares held at
    December 31, 1996. Share transactions are recorded on the trade date. Income
    and capital gain distributions are recorded on the ex-dividend date. Net
    realized capital gain or loss is determined on the basis of average cost.
    

    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 and
    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.

   
(2) INVESTMENTS
    At December 31, 1996 the aggregate cost and number of shares of Ohio
    National Fund, Inc. owned by the respective subaccounts were:
    

   
<TABLE>
<CAPTION>
                                  MONEY                                 INTER-       CAPITAL      SMALL        GLOBAL      AGGRESS.
                   EQUITY        MARKET        BOND         OMNI       NATIONAL      APPREC.       CAP         CONTR.       GROWTH
                 SUBACCOUNT    SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT   SUBACCOUNT  SUBACCOUNT    SUBACCOUNT   SUBACCOUNT
                -----------    ----------   ----------   ----------   ----------   ----------  ----------    ----------   ----------
<S>               <C>           <C>          <C>         <C>          <C>           <C>          <C>          <C>         <C>       
Aggregate Cost    $61,446,978   $5,794,782   $5,056,221  $44,581,453  $41,981,108   $9,648,460   $11,161,638  $2,261,057  $2,763,695
Number of shares    2,769,718      579,478      487,811    2,997,107    3,084,080      823,815       722,017     202,746     261,210
</TABLE>


(3) CONTRACTS IN ACCUMULATION PERIOD
    At December 31, 1996 the accumulation units and value per unit of the
respective subaccounts and products were:

<TABLE>
<CAPTION>
                                                         ACCUMULATION UNITS                   VALUE PER UNIT
                                                         ------------------                   --------------
EQUITY SUBACCOUNT
<S>                                                           <C>                              <C>          
    Combination..........................................     35,244.276                       $  113.656777
    Back Load............................................     20,212.083                           63.934367
    Top I................................................    183,969.465                           51.168913
    Top II...............................................  1,505,498.815                           44.033562
    Top Plus.............................................    534,027.651                           15.042658

MONEY MARKET SUBACCOUNT
    VIA..................................................     19,866.375                           26.200345
    Top I................................................     19,326.479                           19.852565
    Top II...............................................    175,232.442                           17.584720
    Top Plus.............................................    149,846.146                           11.296489

BOND SUBACCOUNT
    Top I................................................     26,416.602                           27.765946
    Top II...............................................    139,015.562                           25.112262
    Top Plus.............................................     82,916.614                           11.439849

OMNI SUBACCOUNT
    Top I................................................    133,426.512                           33.604216
    Top II...............................................  1,384,658.452                           33.527373
    Top Plus.............................................    511,032.906                           13.930650
</TABLE>
    
<PAGE>   35

   
                    OHIO NATIONAL VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1996

<TABLE>
<CAPTION>
INTERNATIONAL SUBACCOUNT                                ACCUMULATION UNITS                    VALUE PER UNIT
                                                        ------------------                    --------------
<S>                                                         <C>                               <C>      
    Top I................................................     116,301.299                        16.648702
    Top II...............................................   2,157,622.552                        16.648702
    Top Plus.............................................     678,397.353                        14.628252

CAPITAL APPRECIATION SUBACCOUNT
    Top I................................................      11,321.420                        13.018249
    Top II...............................................     379,716.515                        13.018249
    Top Plus.............................................     383,878.320                        14.484990
                                                                                                          
SMALL CAP SUBACCOUNT                                                                                      
    Top I................................................      21,891.157                        14.205207
    Top II...............................................     454,044.630                        14.205207
    Top Plus.............................................     337,460.225                        18.535631
                                                                                                          
GLOBAL CONTRARIAN SUBACCOUNT                                                                              
    Top II...............................................      68,964.208                        11.226306
    Top Plus.............................................     132,292.431                        12.015818
                                                                                                          
AGGRESSIVE GROWTH SUBACCOUNT                                                                              
    Top II...............................................     107,442.443                        10.463801
    Top Plus.............................................     118,817.600                        12.592390
</TABLE>
    


(4) RISK AND ADMINISTRATIVE EXPENSE
    ONLIC charges the Account's assets at the end of each valuation period,
    equal to 0.25% on an annual basis, of the contract value for administrative
    expenses, based on premiums established at the time the contracts are
    issued.

   
    Although variable annuity payments differ according to the investment
    performance of the Accounts, they are not affected by mortality or expense
    experience because ONLIC assumes the expense risk and the mortality risk
    under the contracts. ONLIC charges the Accounts' assets for assuming those
    risks, based on the contract value at a rate presently ranging from 0.65% to
    1.05% for mortality and expense risk on an annual basis.
    

    The expense risk assumed by ONLIC is the risk that the deductions for sales
    and administrative expenses provided for in the variable annuity contract
    may prove insufficient to cover the cost of those terms.

    The mortality risk results from a provision in the contract in which ONLIC
    agrees to make annuity payments regardless of how long a particular
    annuitant or other payee lives and how long all annuitants or other payees
    as a class live if payment options involving life contingencies are chosen.
    Those annuity payments are determined in accordance with annuity purchase
    rate provisions established at the time the contracts are issued.

(5) CONTRACT CHARGES
    No deduction for a sales charge is made from purchase payments. A contingent
    deferred sales charge ranging from 0% to 6% may be assessed by ONLIC when a
    contract is surrendered or a partial withdrawal of accumulation value is
    made before the annuity payout date.

    A transfer fee is charged for each transfer from one subaccount to another.
    The fee is charged against the contract owner's equity in the subaccount
    from which the transfer is effected.

    State premium taxes presently range from 0% to 2 1/2% for these contracts.
    In those jurisdictions permitting, such taxes will be deducted when annuity
    payments begin. Elsewhere, they will be deducted from purchase payments.


<PAGE>   36

   
                        OHIO NATIONAL VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1996
    


(6) FEDERAL  INCOME TAXES
    Operations of the Account form a part of, and are taxed with, operations of
    ONLIC which is taxed as a life insurance company under the Internal Revenue
    Code. Taxes are the responsibility of the contract owner upon termination or
    withdrawal. No Federal income taxes are payable under present law on
    dividend income or capital gains distribution from the Fund shares held in
    the Account or on capital gains realized by the Account on redemption of the
    Fund shares.

(7) NOTE TO SCHEDULE 1
    Schedule 1 presents the components of the change in the unit values, which
    are the basis for determining contract owners' equity. This schedule is
    presented for each series, as applicable, in the following format:
     -   Beginning unit value
     -   Reinvested capital gains and dividends
         (This amount reflects the increase in the unit value due to capital
         gain and dividend distributions from the underlying mutual fund.)
     -   Unrealized gain (loss)
         (This amount reflects the increase (decrease) in the unit value
         resulting from the market appreciation (depreciation) of the fund.)
     -   Expenses
         (This amount reflects the decrease in the unit value due to Risk and
         Administrative Expenses discussed in note 4 to the financial
         statements.)
     -   Ending unit value
     -   Percentage increase (decrease) in unit value.
<PAGE>   37
   
OHIO NATIONAL VARIABLE ACCOUNT A               For the Years Ended December 31, 
SCHEDULES OF CHANGES IN UNIT VALUES            1996 and 1995         SCHEDULE 1
                   

                                                   EQUITY SUBACCOUNT A
 
<TABLE>
<CAPTION>
1996                                               COMBINATION      BACK LOAD        TOP I         TOP II      TOP PLUS
<S>                                                 <C>             <C>           <C>            <C>           <C>      
Beginning unit value......................          96.995665       54.616584     43.711561      37.616119     12.824740
Reinvested capital gains and dividends....           4.383678        2.460847      1.973416       1.701030      0.584226
Realized and unrealized gain..............          13.328814        7.507965      6.099801       5.165390      1.759811
Expenses..................................         .-1.051380       -0.651029     -0.615865      -0.448977     -0.126119
Ending unit value.........................         113.656777       63.934367     51.168913      44.033562     15.042658
Percentage increase in unit value*........              17.2%            17.1%         17.1%          17.1%         17.3%

1995                                               COMBINATION      BACK LOAD         TOP I         TOP II      TOP PLUS
Beginning unit value......................          77.016062       43.409203     34.741902      29.897240     10.173015
Reinvested capital gains and dividends....           2.510281        1.420905      1.133756       0.977991      0.339195
Realized and unrealized gain..............          18.348416       10.333063      8.352522       7.117918      2.419560
Expenses..................................          -0.879094       -0.546587     -0.516619      -0.377030     -0.107030
Ending unit value.........................          96.995665       54.616584     43.711561      37.616119     12.824740
Percentage increase in unit value*........               25.9%           25.8%         25.8%          25.8%         26.1%
</TABLE>

    * An annualized rate of return cannot be determined as expenses do not
include the contract charges discussed in note (5).

                                                    MONEY MARKET SUBACCOUNT A
<TABLE>
<CAPTION>

1996                                                VIA             TOP I         TOP II         TOP PLUS
<S>                                                 <C>             <C>           <C>            <C>      
Beginning unit value......................          25.237165       19.122749     16.904534      10.837896
Reinvested dividends......................           1.297256        1.021880      0.870006       0.558334
Expenses..................................          -0.334076       -0.292064     -0.189820      -0.099741
Ending unit value.........................          26.200345       19.852565     17.584720      11.296489
Percentage increase in unit value*........                3.8%            3.8%          4.0%           4.2%
                                                            
1995                                                VIA             TOP I         TOP II         TOP PLUS
Beginning unit value......................          24.205890       18.341334     16.181828      10.354108
Reinvested dividends......................           1.352265        1.062265      0.904803       0.579386
Expenses..................................          -0.320990       -0.280850     -0.182097      -0.095598
Ending unit value.........................          25.237165       19.122749     16.904534      10.837896
Percentage increase in unit value*........                4.3%            4.3%          4.5%           4.7%
</TABLE>

    * An annualized rate of return cannot be determined as expenses do not
include the contract charges discussed in note (5).

                                                    BOND SUBACCOUNT A

<TABLE>
<CAPTION>
1996                                                TOP I           TOP II        TOP PLUS
<S>                                                 <C>             <C>           <C>      
Beginning unit value.......................         27.068171       24.481177     11.130129
Reinvested capital gains and dividends.....          1.705519        1.543729      0.703105
Realized and unrealized loss...............         -0.657822       -0.644767     -0.293575
Expenses...................................         -0.349922       -0.267877     -0.099810
Ending unit value..........................         27.765946       25.112262     11.439849
Percentage increase in unit value*.........               2.6%            2.6%          2.8%
                                                            
1995                                               TOP I            TOP II        TOP PLUS
Beginning unit value.......................        23.016849        20.817057      9.445623
Reinvested capital gains and dividends.....         1.304682         1.183172      0.547329
Realized and unrealized gain...............         3.073599         2.731821      1.232143
Expenses...................................        -0.326959        -0.250873     -0.094966
Ending unit value..........................        27.068171        24.481177     11.130129
Percentage increase in unit value*.........             17.6%            17.6%         17.8%
</TABLE>

    * An annualized rate of return cannot be determined as expenses do not
include the contract charges discussed in note (5). 


                                                                     (continued)
    
<PAGE>   38
   
OHIO NATIONAL VARIABLE ACCOUNT A               For the Years Ended December 31,
SCHEDULES OF CHANGES IN UNIT VALUES            1996 and 1995     
                                               SCHEDULE 1 (CONTINUED)
                                               
                                               OMNI SUBACCOUNT A

<TABLE>
<CAPTION>
1996                                             TOP I                      TOP II                       TOP PLUS
<S>                                            <C>                        <C>                           <C>      
Beginning unit value......................     29.404272                  29.337035                     12.165280
Reinvested capital gains and dividends....      1.366386                   1.365250                      0.570619
Realized and unrealized gain..............      3.240941                   3.169328                      1.312455
Expenses..................................     -0.407383                  -0.344240                     -0.117704
Ending unit value.........................     33.604216                  33.527373                     13.930650
Percentage increase in unit value*........          14.3%                      14.3%                         14.5%

1995                                             TOP I                      TOP II                       TOP PLUS
Beginning unit value......................     24.217555                  24.162172                      9.999661
Reinvested capital gains and dividends....      0.761229                   0.760769                      0.317983
Realized and unrealized gain..............      4.776533                   4.710829                      1.949149
Expenses..................................     -0.351045                  -0.296735                     -0.101513
Ending unit value.........................     29.404272                  29.337035                     12.165280
Percentage increase in unit value*........          21.4%                      21.4%                         21.7%
</TABLE>

    * An annualized rate of return cannot be determined as expenses do not
include the contract charges discussed in note (5).

                                              INTERNATIONAL SUBACCOUNT A
<TABLE>
<CAPTION>
1996                                            TOP I                      TOP II                        TOP PLUS
<S>                                           <C>                         <C>                           <C>      
Beginning unit value......................    14.702847                   14.702847                     12.892796
Reinvested capital gains and dividends....     0.885797                    0.887963                      0.782224
Realized and unrealized gain..............     1.266926                    1.233157                      1.079559
Expenses..................................    -0.206868                   -0.175265                     -0.126327
Ending unit value.........................    16.648702                   16.648702                     14.628252
Percentage increase in unit value*........         13.2%                       13.2%                         13.5%

1995                                            TOP I                      TOP II                        TOP PLUS
Beginning unit value......................    13.259582                   13.259582                     11.604279
Reinvested capital gains and dividends....     0.470616                    0.470869                      0.414884
Realized and unrealized gain..............     1.153328                    1.125369                      0.983946
Expenses..................................    -0.180679                   -0.152973                     -0.110313
Ending unit value.........................    14.702847                   14.702847                     12.892796
Percentage increase in unit value*........         10.9%                       10.9%                         11.1%
</TABLE>

    * An annualized rate of return cannot be determined as expenses do not
include the contract charges discussed in note (5).

                                              CAPITAL APPRECIATION SUBACCOUNT A

<TABLE>
<CAPTION>
1996                                             TOP I                      TOP II                       TOP PLUS
<S>                                           <C>                         <C>                           <C>      
Beginning unit value......................    11.370573                   11.370573                     12.626458
Reinvested capital gains and dividends....     0.638865                    0.639735                      0.708459
Realized and unrealized gain..............     1.167969                    1.142613                      1.272079
Expenses..................................    -0.159158                   -0.134672                     -0.122006
Ending unit value.........................    13.018249                   13.018249                     14.484990
Percentage increase in unit value*........         14.5%                       14.5%                         14.7%

1995                                             TOP I                      TOP II                       TOP PLUS
Beginning unit value......................    10.000000**                 10.000000**                   10.390128
Reinvested capital gains and dividends....     0.270114                    0.269661                      0.289727
Realized and unrealized gain..............     1.244208                    1.222546                      2.053530
Expenses..................................    -0.143749                   -0.121634                     -0.106927
Ending unit value.........................    11.370573                   11.370573                     12.626458
Percentage increase in unit value*........         13.7%                       13.7%                         21.5%
</TABLE>

    * An annualized rate of return cannot be determined as expenses do not
  include the contract charges discussed in note (5). 
   ** Period from March 31, 1995, date of commencement of operations.
                                                                    (continued)
    
<PAGE>   39
   
OHIO NATIONAL VARIABLE ACCOUNT A               For the Years Ended December 31, 
SCHEDULES OF CHANGES IN UNIT VALUES                     1996 and 1995 
                                                    SCHEDULE 1 (CONTINUED)

<TABLE>
<CAPTION>
                                                                     SMALL CAP SUBACCOUNT A

1996                                                                 TOP I                  TOP II                   TOP PLUS
<S>                                                                 <C>                    <C>                       <C>      
Beginning unit value............................................    12.201273              12.201273                 15.889068
Reinvested capital gains and dividends..........................     0.267105               0.266757                  0.345849
Realized and unrealized gain....................................     1.911186               1.884710                  2.457224
Expenses........................................................    -0.174357              -0.147533                 -0.156510
Ending unit value...............................................    14.205207              14.205207                 18.535631
Percentage increase in unit value*..............................         16.4%                  16.4%                     16.7%

1995                                                                 TOP I                  TOP II                   TOP PLUS
Beginning unit value............................................    10.000000**            10.000000**               12.053440
Reinvested capital gains and dividends..........................     0.031849               0.031767                  0.038861
Realized and unrealized gain....................................     2.324070               2.300361                  3.927705
Expenses........................................................    -0.154646              -0.130855                 -0.130938
Ending unit value...............................................    12.201273              12.201273                 15.889068
Percentage increase in unit value*..............................         22.0%                  22.0%                     31.8%
</TABLE>

    * An annualized rate of return cannot be determined as expenses do not
  include the contract charges discussed in note (5). 
   ** Period from March 31, 1995, date of commencement of operations.

<TABLE>
<CAPTION>
                                                                      GLOBAL CONTRARIAN SUBACCOUNT A

1996                                                                  TOP II                TOP PLUS
<S>                                                                 <C>                    <C>      
Beginning unit value............................................    10.125502              10.816003
Reinvested capital gains and dividends..........................     0.323131               0.343793
Realized and unrealized gain....................................     0.898359               0.961076
Expenses........................................................    -0.120686              -0.105054
Ending unit value...............................................    11.226306              12.015818
Percentage increase in unit value*..............................         10.9%                  11.1%

1995                                                                  TOP II                TOP PLUS
Beginning unit value............................................    10.000000***           10.000000**
Reinvested capital gains and dividends..........................     0.041881               0.044544
Realized and unrealized gain....................................     0.193692               0.867169
Expenses............................................................-0.110071              -0.095710
Ending unit value...............................................    10.125502              10.816003
Percentage increase in unit value*..............................     1.3%                        8.2%
</TABLE>

    * An annualized rate of return cannot be determined as expenses do not
      include the contract charges discussed in note (5). 
   ** Period from March 31, 1995, date of commencement of operations.
  *** Period from October 2, 1995, date of commencement of operations.

<TABLE>
<CAPTION>
                                                                      AGGRESSIVE GROWTH SUBACCOUNT A

1996                                                                  TOP II               TOP PLUS
<S>                                                                 <C>                    <C>      
Beginning unit value............................................    10.499375              12.610012
Reinvested capital gains and dividends..........................     1.572778               1.894804
Realized and unrealized loss....................................    -1.495659              -1.801326
Expenses........................................................    -0.112693              -0.111100
Ending unit value...............................................    10.463801              12.592390
Percentage decrease in unit value*..............................         -0.3%                  -0.1%

1995                                                                  TOP II               TOP PLUS
Beginning unit value............................................    10.000000***           10.000000**
Reinvested capital gains and dividends..........................     0.485110               0.560965
Realized and unrealized gain....................................     0.129655               2.158245
Expenses........................................................    -0.115390              -0.109198
Ending unit value...............................................    10.499375              12.610012
Percentage increase in unit value*..............................          5.0%                  26.1%
</TABLE>

  * An annualized rate of return cannot be determined as expenses do not
    include the contract charges discussed in note (5). 
 ** Period from March 31, 1995, date of commencement of operations.
*** Period from October 2, 1995, date of commencement of operations.

See accompanying notes to the financial statements.
    
<PAGE>   40

<PAGE>   1
                          Independent Auditors' Report
                          ----------------------------


The Board of Directors
The Ohio National Life Insurance Company:

We have audited the accompanying consolidated balance sheets of The Ohio
National Life Insurance Company and subsidiaries (the Company) as of December
31, 1996 and 1995, and the related consolidated statements of income, equity and
cash flows for each of the years in the three-year period ended December 31,
1996. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Ohio National
Life Insurance Company and subsidiaries as of December 31, 1996 and 1995, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.

                                                      /s/ KPMG Peat Marwick LLP

Cincinnati, Ohio
January 31, 1997
<PAGE>   2



            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           December 31, 1996 and 1995

                                 (000's omitted)

<TABLE>
<CAPTION>
                                    Assets                                              1996              1995
                                    ------                                              ----              ----
<S>                                                                             <C>                      <C>      
Investments (notes 4, 8 and 9): 
     Securities available-for-sale, at fair value:
        Fixed maturities                                                        $        2,572,550       2,547,763
        Equity securities                                                                   63,763          71,301
     Fixed maturities held-to-maturity, at amortized cost                                  692,572         672,372
     Mortgage loans on real estate, net                                                  1,087,287         898,099
     Real estate, net                                                                       40,759          41,429
     Policy loans                                                                          151,229         148,077
     Other long-term investments                                                            42,851          40,702
     Short-term investments                                                                 36,016          61,173
                                                                                   ---------------    -------------
                  Total investments                                                      4,687,027       4,480,916
Cash                                                                                        33,712           8,385
Accrued investment income                                                                   62,339          63,128
Deferred policy acquisition costs                                                          246,643         193,375
Reinsurance recoverable                                                                     52,260          67,648
Other assets                                                                                37,737          25,518
Assets held in Separate Accounts                                                           661,871         453,405
                                                                                   ===============    =============
                  Total assets                                                  $        5,781,589       5,292,375
                                                                                   ===============    =============
                            Liabilities and Equity
                            ----------------------

Future policy benefits and claims (note 5)                                      $        4,288,107       4,039,611
Policyholders' dividend accumulations                                                       63,574          64,627
Other policyholder funds                                                                    16,161          15,080
Note payable (net of unamortized discount of $809 in 1996
     and $261 in 1995) (note 6)                                                             84,191          49,739
Accrued Federal income tax (note 7):
     Current                                                                                14,807          21,649
     Deferred                                                                               37,252          62,920
Other liabilities                                                                          113,854         103,182
Liabilities related to Separate Accounts                                                   648,634         441,124
                                                                                   ---------------    -------------
                  Total liabilities                                                      5,266,580       4,797,932
                                                                                   ---------------    -------------
Equity (notes 3 and 12):
     Unrealized gains on securities available-for-sale, net                                 46,807          85,844
     Retained earnings                                                                     468,202         408,599
                                                                                   ---------------    -------------
                  Total equity                                                             515,009         494,443
                                                                                   ---------------    -------------
Commitments and contingencies (notes 9 and 14)
                  Total liabilities and equity                                  $        5,781,589       5,292,375
                                                                                   ===============    =============
</TABLE>

See accompanying notes to consolidated financial statements.



<PAGE>   3



            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        Consolidated Statements of Income

                  Years ended December 31, 1996, 1995 and 1994

                                 (000's omitted)

<TABLE>
<CAPTION>
                                                                      1996             1995             1994
                                                                      ----             ----             ----
<S>                                                           <C>                       <C>               <C>   
Revenues (note 15):
     Traditional life insurance premiums                      $       113,176           104,514           99,423
     Accident and health insurance premiums                            23,478            22,455           22,475
     Annuity premium and charges                                       28,757            31,203           22,405
     Universal life and investment product policy
        charges                                                        42,304            37,064           32,507
     Net investment income (note 4)                                   370,702           355,027          330,435
     Other income                                                       1,861             1,372            1,226
     Net realized (loss) gain on investments (note 4)                   8,761            (2,751)          (3,509)
                                                                 --------------    --------------   --------------
                                                                      589,039           548,884          504,962
                                                                 --------------    --------------   --------------

Benefits and expenses:
     Benefits and claims                                              379,116           373,108          350,742
     Provision for policyholders' dividends on
        participating policies (note 12)                               26,996            23,047           23,590
     Amortization of deferred policy acquisition costs                 19,341            21,471           16,622
     Other operating costs and expenses                                71,111            67,438           63,289
                                                                 --------------    --------------   --------------
                                                                      496,564           485,064          454,243
                                                                 --------------    --------------   --------------

               Income before Federal income tax                        92,475            63,820           50,719
                                                                 --------------    --------------   --------------

Federal income tax (note 7):
     Current expense                                                   37,443            31,233           21,103
     Deferred benefit                                                  (4,571)           (6,330)          (1,445)
                                                                 --------------    --------------   --------------
                                                                       32,872            24,903           19,658
                                                                 --------------    --------------   --------------
               Net income                                     $        59,603            38,917           31,061
                                                                 ==============    ==============   ==============
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>   4




            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        Consolidated Statements of Equity

                  Years ended December 31, 1996, 1995 and 1994

                                 (000's omitted)

<TABLE>
<CAPTION>
                                                                   Unrealized
                                                                 gains (losses)
                                                                  on securities
                                                                   available-         Retained          Total
                                                                    for-sale          earnings          equity
                                                                ------------------ ---------------  ---------------

<S>                                                          <C>                          <C>              <C>    
1994:
     Balance, beginning of year                              $             5,899          338,621          344,520
     Net income                                                             -              31,061           31,061
     Adjustment for change in accounting for certain
         investment in debt and equity securities, net of
         adjustment to deferred policy acquisition costs
         and deferred Federal income tax (note 3)                         40,219            -               40,219
     Unrealized loss on securities available-for- sale,
         net of adjustment to deferred policy
         acquisition costs and deferred Federal
         income tax                                                      (75,418)           -              (75,418)
                                                                ================== ===============  ===============
     Balance, end of year                                    $           (29,300)         369,682          340,382
                                                                ================== ===============  ===============

1995:
     Balance, beginning of year                              $           (29,300)          369,682         340,382
     Net income                                                             -               38,917          38,917
     Unrealized gain on securities available-for-sale,
        net of adjustment to deferred policy acquisition
        costs and deferred Federal income taxes                          115,144             -             115,144
                                                                ------------------ ---------------  ---------------
     Balance, end of year                                    $            85,844           408,599         494,443
                                                                ================== ===============  ===============

1996:
     Balance, beginning of year                              $            85,844           408,599         494,443
     Net income                                                                             59,603          59,603
     Unrealized loss on securities available-for-sale, 
         net of adjustment to deferred policy 
         acquisition costs and deferred Federal
         income tax                                                      (39,037)            -             (39,037)
                                                                ------------------ ---------------  ---------------
     Balance, end of year                                    $            46,807           468,202         515,009
                                                                ================== ===============  ===============
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>   5


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 1996, 1995 and 1994

                                 (000's omitted)

<TABLE>
<CAPTION>
                                                                             1996            1995           1994
                                                                             ----            ----           ----
<S>                                                                    <C>                   <C>            <C>   
Cash flows from operating activities:
     Net Income                                                        $      59,603          38,917         31,061
     Adjustments to reconcile net income to net cash
        provided by operating activities:
           Capitalization of deferred policy acquisition costs               (43,711)        (41,403)       (38,172)
           Amortization of deferred policy acquisition costs                  19,341          21,471         16,622
           Amortization and depreciation                                       1,095           1,342          1,329
           Realized losses (gains) on invested assets, net                    (7,772)         (3,077)         3,582
           Deferred Federal income tax (benefit)                              (3,623)         (9,521)         1,820
           (Increase) decrease in accrued investment income                      789          (4,977)        (6,205)
           (Increase) decrease in other assets                                 3,169         (19,051)       (11,899)
           Increase in policyholder account balances                          20,249          52,265         44,722
           (Decrease) increase in policyholders' dividend
               accumulations and other funds                                      28            (215)        (1,284)
           Increase (decrease) in current Federal income tax payable          (6,842)         10,088          3,575
           Increase in other liabilities                                      11,134           9,126         17,444
           Other, net                                                         (1,010)          3,567            315
                                                                          ------------    -----------    ------------
               Net cash provided by operating activities                      52,450          58,532         62,910
                                                                          ------------    -----------    ------------
Cash flows from investing activities:
     Proceeds from maturity of securities available-for-sale                 145,554          83,956        108,056
     Proceeds from sale of debt securities available-for-sale                 74,977          46,372         16,717
     Proceeds from sale of equity securities                                  15,001           7,245          6,545
     Proceeds from maturity of fixed maturities held-to-maturity              57,129         102,565        101,368
     Proceeds from repayment of mortgage loans on real estate                140,831          93,714        128,077
     Proceeds from sale of real estate                                         4,181          15,791          6,634
     Proceeds from repayment of policy loans and sale of
        other invested assets                                                 11,812          14,003         14,649
     Cost of debt securities available-for-sale acquired                    (331,991)       (281,828)      (164,757)
     Cost of equity securities acquired                                       (4,000)        (12,258)       (11,326)
     Cost of fixed maturities held-to-maturity acquired                      (76,022)       (226,541)      (376,723)
     Cost of mortgage loans on real estate acquired                         (332,088)       (233,003)      (109,163)
     Cost of real estate acquired                                               (836)         (1,283)        (4,996)
     Policy loans issued and other invested assets acquired                  (18,006)        (23,046)       (19,455)
                                                                          ------------    -----------    ------------
               Net cash used in investing activities                        (313,458)       (414,313)      (304,374)
                                                                          ------------    -----------    ------------
Cash flows from financing activities:
     Increase in universal life and investment product
        account balances                                                     973,793         957,776        663,604
     Decrease in universal life and investment product
        account balances                                                    (745,546)       (583,852)      (684,522)
     Proceeds from note issue                                                 49,340            -            49,708
     Repayment of note                                                       (16,477)           -              -
     Other, net                                                                   68              69             64
                                                                          ------------    -----------    ------------
               Net cash provided by financing activities                     261,178         373,993         28,854
                                                                          ------------    -----------    ------------
Net increase (decrease) in cash and cash equivalents                             170          18,212       (212,610)
Cash and cash equivalents, beginning of year                                  69,558          51,346        263,956
                                                                          ============    ===========    ============
Cash and cash equivalents, end of year                                 $      69,728          69,558         51,346
                                                                          ============    ===========    ============
</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>   6


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        December 31, 1996, 1995 and 1994

                                 (000's omitted)

(1)    Organization, Consolidation Policy and Business Description
       -----------------------------------------------------------

       The Ohio National Life Insurance Company (ONLIC) is a mutual life
              insurance company. Ohio National Life Assurance Corporation
              (ONLAC) is a wholly-owned stock life insurance subsidiary included
              in the consolidated financial statements. The Company's other
              wholly-owned subsidiaries are not life insurance enterprises and
              are included in the consolidated financial statements on an equity
              basis. These non-insurance subsidiaries are not material to the
              Company's consolidated results of operations or financial
              position. ONLIC and its subsidiaries are collectively referred to
              as the "Company".

       ONLIC and ONLAC are life and health insurers licensed in 47 states, the
              District of Columbia and Puerto Rico. The Company offers a full
              range of life, health and annuity products through exclusive
              agents and other distribution channels and is subject to
              competition from other insurers throughout the United States. The
              Company is subject to regulation by the Insurance Departments of
              states in which it is licensed and undergoes periodic examinations
              by those departments.

       The following is a description of the most significant risks facing life 
              and health insurers and how the Company mitigates those risks:

              LEGAL/REGULATORY RISK is the risk that changes in the legal or
              regulatory environment in which an insurer operates will create
              additional expenses not anticipated by the insurer in pricing its
              products. That is, regulatory initiatives designed to reduce
              insurer profits, new legal theories or insurance company
              insolvencies through guaranty fund assessments may create costs
              for the insurer beyond those recorded in the consolidated
              financial statements. The Company mitigates this risk by offering
              a wide range of product and by operating throughout the United
              States, thus reducing its exposure to any single product or
              jurisdiction, and also by employing underwriting practices which
              identify and minimize the adverse impact of this risk.

              CREDIT RISK is that risk that issuers of securities owned by the
              Company or mortgagors on mortgage loans on real estate owned by
              the Company will default or that other parties, including
              reinsurers, which owe the Company money, will not pay. The Company
              minimizes this risk by adhering to a conservative investment
              strategy, by maintaining sound reinsurance and credit and
              collection policies and by providing for any amounts deemed
              uncollectible.

              INTEREST RATE RISK is the risk that interest rates will change and
              cause a decrease in the value of an insurer's investments. This
              change in rates may cause certain interest-sensitive products to
              become uncompetitive or may cause disintermediation. The Company
              mitigates this risk by charging fees for non-conformance with
              certain policy provisions, by offering products that transfer this
              risk to the purchaser, and/or by attempting to match the maturity
              schedule of its assets with the expected payouts of its
              liabilities. To the extent that liabilities come due more quickly
              than assets mature, an insurer would have to borrow funds or sell
              assets prior to maturity and potentially recognize a gain or loss.

                                                                     (Continued)



<PAGE>   7

                                        2


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

 (2)   Summary of Significant Accounting Policies
       ------------------------------------------

       The significant accounting policies followed by the Company that
              materially affect financial reporting are summarized below. The
              accompanying consolidated financial statements have been prepared
              in accordance with generally accepted accounting principles (GAAP)
              which differ from statutory accounting practices prescribed or
              permitted by regulatory authorities (see Note 3).

       (a)    Valuation of Investments and Related Gains and Losses
              -----------------------------------------------------

              Fixed maturity securities are classified as held-to-maturity when
                  the Company has the positive intent and ability to hold the
                  securities to maturity and are stated at amortized cost. Fixed
                  maturity securities not classified as held-to-maturity and all
                  equity securities are classified as available-for-sale and are
                  stated at fair value, with the unrealized gains and losses,
                  net of adjustments to deferred policy acquisition costs and
                  deferred Federal income tax, reported as a separate component
                  of shareholder's equity that would have been required as a
                  charge or credit to operations had such unrealized amounts
                  been realized. The Company has no trading securities. The
                  Company records valuation allowances equal to deferred tax
                  benefits resulting from unrealized losses of investments.

              Mortgage loans on real estate are carried at the unpaid principal
                  balance less valuation allowances. The Company provides
                  valuation allowances for impairments of mortgage loans on real
                  estate based on a review by portfolio managers. The
                  measurement of impaired loans is based on the present value of
                  expected future cash flows discounted at the loan's effective
                  interest rate or, as a practical expedient, at the fair value
                  of the collateral, if the loan is collateral dependent. Loans
                  in foreclosure and loans considered to be impaired as of the
                  balance sheet date are placed on non-accrual status and
                  written down to the fair value of the existing property to
                  derive a new cost basis. Cash receipts on non-accrual status
                  mortgage loans on real estate are included in interest income
                  in the period received.

                  Real estate is carried at cost less accumulated depreciation 
                  and valuation allowances. Other long-term investments are 
                  carried on the equity basis, adjusted for valuation 
                  allowances.

              Realized gains and losses on the sale of investments are
                  determined on the basis of specific security identification.
                  Estimates for valuation allowances and other than temporary
                  declines are included in realized gains and losses on
                  investments.

                                                                     (Continued)

<PAGE>   8



                                        3

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(2)    Summary of Significant Accounting Policies, Continued
       -----------------------------------------------------

       (b)    Revenues and Benefits
              ---------------------

              Traditional life insurance products include those products with
                  fixed and guaranteed premiums and benefits and consist
                  primarily of whole life, limited-payment life, term life and
                  certain annuities with life contingencies. Premiums for
                  traditional life insurance products are recognized as revenue
                  when due and collected. Benefits and expenses are associated
                  with earned premiums so as to result in recognition of profits
                  over the life of the contract. This association is
                  accomplished by the provision for future policy benefits and
                  the deferral and amortization of policy acquisition costs.

              Universal life products include universal life, variable universal
                  life and other interest-sensitive life insurance policies.
                  Investment products consist primarily of individual and group
                  deferred annuities, annuities without life contingencies and
                  guaranteed investment contracts. Revenues for universal life
                  and investment products consist of net investment income and
                  cost of insurance, policy administration and surrender charges
                  that have been earned and assessed against policy account
                  balances during the period. Policy benefits and claims that
                  are charged to expense include benefits and claims incurred in
                  the period in excess of related policy account balances,
                  maintenance costs and interest credited to policy account
                  balances.

              Accident and health insurance premiums are recognized as revenue
                  in accordance with the terms of the policies. Policy claims
                  are charged to expense in the period that the claims are
                  incurred.

       (c)    Deferred Policy Acquisition Costs
              ---------------------------------

              The costs of acquiring new business, principally commissions,
                  certain expenses of the policy issue and underwriting
                  department and certain variable agency expenses have been
                  deferred. For traditional non-participating life insurance
                  products, these deferred acquisition costs are predominantly
                  being amortized with interest over the premium paying period
                  of the related policies in proportion to premium revenue. Such
                  anticipated premium revenue was estimated using the same
                  assumptions as were used for computing liabilities for future
                  policy benefits. For participating life insurance products,
                  deferred policy acquisition costs are being amortized in
                  proportion to gross margins of the related policies. Gross
                  margins are determined for each issue year and are equal to
                  premiums plus investment income less death claims, surrender
                  benefits, administrative costs, expected policyholder
                  dividends, and the increase in reserve for future policy
                  benefits. For universal life and investment products, deferred
                  policy acquisition costs are being amortized with interest
                  over the lives of the policies in relation to the present
                  value of the estimated future gross profits from projected
                  interest margins, cost of insurance,

                                                                     (Continued)

                                        


<PAGE>   9
                                      4


            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(2)    Summary of Significant Accounting Policies, Continued
       -----------------------------------------------------

       (c)    Deferred Policy Acquisition Costs, Continued
              --------------------------------------------

                  policy administration and surrender charges. Beginning January
                  1, 1994, deferred policy acquisition costs for participating
                  life and universal life business are adjusted to reflect the
                  impact of unrealized gains and losses on fixed maturity
                  securities available-for-sale (see Note 2(a)).

       (d)    Separate Accounts
              -----------------

              Separate Account assets and liabilities represent contractholders'
                  funds which have been segregated into accounts with specific
                  investment objectives. The investment income and gains or
                  losses of these accounts accrue directly to the
                  contractholders. The activity of the Separate Accounts is not
                  reflected in the consolidated statements of income and cash
                  flows except for the fees the Company receives for
                  administrative services and risks assumed. Amounts provided by
                  the Company to establish Separate Account investment
                  portfolios, seed money, are not included in Separate Account
                  liabilities.

       (e)    Future Policy Benefits
              ----------------------

              Future policy benefits for traditional life have been calculated
                  using a net level premium method based on estimates of
                  mortality, morbidity, investment yields and withdrawals which
                  were used or which were being experienced at the time the
                  policies were issued, rather than the assumptions prescribed
                  by state regulatory authorities (see Note 5).

              Future policy benefits for annuity policies in the accumulation
                  phase, universal life and variable universal life policies
                  have been calculated based on participants' aggregate account
                  values.

       (f)    Participating Business
              ----------------------

              Participating business represents approximately 43% of the
                  Company's ordinary life insurance in force in 1996. In 1996
                  and 1995, participating business represented approximately 43%
                  and 45%, respectively, of the Company's ordinary life
                  insurance in force. The provision for policyholder dividends
                  is based on current dividend scales. Future dividends are
                  provided for in future policy benefits based on dividend
                  scales in effect as of December 31, 1996.

       (g)    Reinsurance Ceded
              -----------------

              Reinsurance premiums ceded and reinsurance recoveries on benefits
                  and claims incurred are deducted from the respective income
                  and expense accounts. Assets and liabilities related to
                  reinsurance ceded are reported on a gross basis.

                                                                     (Continued)


<PAGE>   10



                                        5

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(2)    Summary of Significant Accounting Policies, Continued
       -----------------------------------------------------

       (h)    Federal Income Tax
              ------------------

              The Company files a consolidated Federal income tax return. The
                  Company uses the asset and liability method of accounting for
                  income tax. Under the asset and liability method, deferred tax
                  assets and liabilities are recognized for the future tax
                  consequences attributable to differences between the financial
                  statement carrying amounts of existing assets and liabilities
                  and their respective tax bases and operating loss and tax
                  credit carryforwards. Deferred tax assets and liabilities are
                  measured using enacted tax rates expected to apply to taxable
                  income in the years in which those temporary differences are
                  expected to be recovered or settled. Under this method, the
                  effect on deferred tax assets and liabilities of a change in
                  tax rates is recognized in income in the period that includes
                  the enactment date. Valuation allowances are established when
                  necessary to reduce the deferred tax assets to the amounts
                  expected to be realized.

       (i)    Cash Equivalents
              ----------------

              For purposes of the consolidated statements of cash flows, the
                  Company considers all short-term investments with original
                  maturities of three months or less to be cash equivalents.

       (j)    Use of Estimates
              ----------------

              In  preparing the consolidated financial statements, management is
                  required to make estimates and assumptions that affect the
                  reported amounts of assets and liabilities and the disclosure
                  of contingent assets and liabilities as of the date of the
                  consolidated financial statements and revenues and expenses
                  for the reporting period. Actual results could differ
                  significantly from those estimates.

              The estimates susceptible to significant change are those used in
                  determining deferred policy acquisition costs, the liability
                  for future policy benefits and claims and contingencies, and
                  those used in determining valuation allowances for mortgage
                  loans on real estate and real estate. Although some
                  variability is inherent in these estimates, management
                  believes the amounts provided are adequate.

       (k)    Reclassifications
              -----------------

              Certain amounts in the 1995 and 1994 financial statements have
                  been reclassified to conform with 1996 presentation.

                                                                     (Continued)


<PAGE>   11


                                        6

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

 (3)   Basis of Presentation
       ---------------------

       The consolidated financial statements have been prepared in accordance
              with GAAP. Annual Statements on ONLIC and ONLAC, filed with the
              Department of Insurance of the State of Ohio, are prepared on the
              basis of accounting practices prescribed or permitted by such
              regulatory authorities. Prescribed statutory accounting practices
              include a variety of publications of the National Association of
              Insurance Commissioners (NAIC), as well as state laws, regulations
              and general administrative rules. Permitted statutory accounting
              practices encompass all accounting practices not so prescribed.
              The Company has no material permitted statutory accounting
              practices.

       The following reconciles the statutory net income of ONLIC as reported
              to regulatory authorities to the net income as shown in the
              accompanying consolidated financial statements:

<TABLE>
<CAPTION>
                                                                      1996         1995          1994
                                                                      ----         ----          ----
         <S>                                                     <C>               <C>           <C>   
         Statutory net income                                    $     44,503       24,468        23,972
         Adjustments to restate to the basis of GAAP:
             Consolidating statutory net income of subsidiaries        12,018       10,160         2,528
             Increase in deferred policy acquisition costs, net        24,018       19,485        21,606
             Future policy benefits                                   (14,050)     (10,723)       (7,739)
             Deferred Federal income tax (expense) benefit              4,571        6,330         1,445
             Valuation allowances and other than temporary
                 declines accounted for directly in surplus               990       (5,829)           74
             Interest maintenance reserve                                 383         (208)         (119)
             Other, net                                               (12,830)      (4,766)      (10,706)
                                                                   ------------ ------------  -----------
                    Net income per accompanying consolidated
                       statements of income                      $     59,603       38,917        31,061
                                                                   ============ ============  ===========
</TABLE>

       The following reconciles the statutory capital and surplus of ONLIC as
              reported to regulatory authorities to the equity as shown in the
              accompanying consolidated financial statements:

<TABLE>
<CAPTION>
                                                                                   1996          1995
                                                                                   ----          ----
         <S>                                                                 <C>                <C>    
         Statutory capital and surplus                                       $     313,746      243,248
         Add (deduct) cumulative effect of adjustments:
            Deferred policy acquisition costs                                      246,643      193,375
            Asset valuation reserve                                                 77,604       68,756
            Interest maintenance reserve                                            22,372       21,989
            Future policy benefits                                                 (71,318)     (69,918)
            Deferred Federal income tax                                            (37,252)     (62,920)
            Difference between amortized cost and fair value of fixed
              maturity securities available-for-sale, gross                         70,985      166,086
            Surplus note                                                           (84,191)     (49,739)
            Other, net                                                             (23,580)     (16,434)
                                                                                ------------  -----------
              Equity per accompanying consolidated balance sheets            $     515,009      494,443
                                                                                ============  ===========
</TABLE>
                                                                     (Continued)


<PAGE>   12



                                        7

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(4)    Investments
       -----------

       An analysis of investment income and realized gains/(losses) by
              investment type follows for the years ended December 31:

<TABLE>
<CAPTION>
                                                                                               Realized gains (losses)
                                                         Investment income                  on disposition of investments
                                                -------------------------------------    -------------------------------------
                                                  1996          1995          1994         1996          1995          1994
                                                  ----          ----          ----         ----          ----          ----
         <S>                                 <C>               <C>            <C>     <C>                 <C>          <C>    
         Securities available-for-sale:
            Fixed maturities                 $    203,271      105,928        97,542  $      3,168        (1,062)      (5,475)
            Equity securities                       4,021        3,710         3,211         4,077           459        2,041
         Fixed maturities held-to-maturity         61,509      149,465       131,420         1,304         2,319        1,613
         Mortgage loans on real estate             89,391       76,608        75,763         1,262           548         (391)
         Real estate                                8,693        7,771         6,998          (605)          813       (1,370)
         Policy loans                               9,420        9,096         9,061           -             -           -
         Short-term                                 3,419        3,779         3,312           -             -           -
         Other                                      5,042        6,808         8,035        (1,434)          -           -
                                                ----------    ---------     ---------     ---------     ---------    ----------
              Total                               384,766      363,165       335,342         7,772         3,077       (3,582)
         Less:
            Investment expenses                    14,064        8,138         4,907
            Valuation allowances:
              Mortgage loans on real estate                                                    926        (6,462)          89
              Real estate and other                                                             63           634          (16)
                                                                                          ---------     ---------    ----------
                                                                                               989        (5,828)          73
                                                ----------    ---------     ---------     ---------     ---------    ----------
              Net investment  income         $    370,702      355,027       330,435
                                                ==========    =========     =========
              Net realized gains (losses) on
                  disposition of investments                                              ---------     ---------    ----------
                                                                                       $      8,761        (2,751)      (3,509)
                                                                                          =========     =========    ==========
</TABLE>

       The amortized cost and estimated fair value of securities
              available-for-sale and fixed maturities held-to-maturity were as
              follows:

<TABLE>
<CAPTION>
                                                                                  December 31, 1996
                                                              -----------------------------------------------------------
                                                                                 Gross         Gross
                                                               Amortized      unrealized     unrealized     Estimated
                                                                  cost           gains         losses       fair value
                                                              -------------  --------------  -----------  ---------------
         <S>                                               <C>                      <C>          <C>             <C>    
         Securities available-for-sale
         -----------------------------
           Fixed maturities:
              U.S. Treasury securities and obligations of
                  U.S. government operations and agencies  $       176,364          3,703        (4,321)         175,746
              Obligations of states and political                   29,119          1,538          (229)          30,428
                  subdivisions
              Debt securities issued by foreign                      8,078          1,920          -               9,998
                  governments
              Corporate securities                               1,675,596         75,859       (14,097)       1,737,358
              Mortgage-backed securities                           612,408         12,528        (5,916)         619,020
                                                              =============  ============== ============= ===============
                     Total fixed maturities                $     2,501,565         95,548       (24,563)       2,572,550
                                                              =============  ============== ============= ===============
              Equity securities                            $        39,175         24,588          -              63,763
                                                              =============  ============== ============= ===============
         Fixed maturity securities held-to-maturity
         ------------------------------------------
           Obligations of states and political             $         8,659            218          -               8,877
                  subdivisions
           Corporate securities                                    677,161         58,366        (4,785)         730,742
           Mortgage-backed securities                                6,752            177          (102)           6,827
                                                              =============  ============== ============= ===============
                                                           $       692,572         58,761        (4,887)         746,446
                                                              =============  ============== ============= ===============
</TABLE>

                                                                     (Continued)


<PAGE>   13



                                        8

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(4)    Investments, Continued
       ----------------------
<TABLE>
<CAPTION>
                                                                                    December 31, 1995
                                                                -----------------------------------------------------------
                                                                                   Gross         Gross
                                                                 Amortized      unrealized     unrealized     Estimated
                                                                    cost           gains         losses       fair value
                                                                -------------  --------------  ----------   ---------------
         <S>                                                 <C>                      <C>             <C>          <C>    
         Securities available-for-sale
         -----------------------------
           Fixed maturities:
              U.S. Treasury securities and obligations of
                  U.S. government operations and agencies    $       223,959          12,083          (193)        235,849
              Obligations of states and political                     28,938           1,612          (166)         30,384
                  subdivisions
              Debt securities issued by foreign governments            8,078           2,657         -              10,735
              Corporate securities                                 1,631,389         139,750        (6,902)      1,764,237
              Mortgage-backed securities                             489,313          19,402        (2,157)        506,558
                                                                =============  ============== ============= ===============
                     Total fixed maturities                  $     2,381,677         175,504        (9,418)      2,547,763
                                                                =============  ============== ============= ===============
              Equity securities                              $        51,482          19,819         -              71,301
                                                                =============  ============== ============= ===============

         Fixed maturity securities held-to-maturity
         ------------------------------------------
           Obligations of states and political  subdivisions $         6,043             137         -               6,180
           Corporate securities                                      660,466          93,508          (431)        753,543
           Mortgage-backed securities                                  5,863             471         -               6,334
                                                                -------------  -------------- ------------- ---------------
                     Total fixed maturities                  $       672,372          94,116          (431)        766,057
                                                                =============  ============== ============= ===============
</TABLE>

       As permitted by the FASB's Special Report, A Guide to Implementation
              of Statement 115 on Accounting for Certain Investments in Debt and
              Equity Securities, issued in November, 1995, the Company
              transferred a part of its fixed maturity securities previously
              classified as held-to-maturity to available-for-sale. As of
              December 29, 1995, the date of transfer, the reclassified fixed
              maturity securities had an amortized cost value of $1,112,685,
              resulting in a gross unrealized gain on available-for-sale
              securities of $83,011.

       The components of unrealized gains on securities available-for-sale,
              net, were as follows for the years ended December 31:

<TABLE>
<CAPTION>
                                                                    1996            1995
                                                                    ----            ----

      <S>                                                     <C>                   <C>    
      Gross unrealized gain                                   $      95,573         185,905
      Adjustment to deferred policy acquisition costs               (20,250)        (49,500)
      Deferred federal income tax                                   (28,516)        (50,561)
                                                                 ============    ============
                                                              $      46,807          85,844
                                                                 ============    ============
</TABLE>

       The net unrealized gain on securities available for sale includes a
              net unrealized gain on equity securities of $14,256 in 1996
              ($10,539 in 1995) and a net unrealized gain on fixed maturities
              (net SFAS 115 and related transactions) of $32,551 in 1996
              ($75,305 in 1995).

                                                                     (Continued)


<PAGE>   14



                                        9

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(4)    Investments, Continued
       ----------------------

       An  analysis of the change in gross unrealized gains (losses) on
              securities available-for-sale and fixed maturities
              held-to-maturity follows for the years ended December 31:

<TABLE>
<CAPTION>
                                                     1996           1995            1994
                                                     ----           ----            ----

      <S>                                       <C>                  <C>           <C>     
      Securities available-for-sale:
          Fixed maturities                      $    (95,101)        209,108       (43,022)
          Equity securities                            4,769          13,046       (11,873)
      Fixed maturities held-to-maturity              (39,811)        148,026      (268,693)
</TABLE>

       The amortized cost and estimated fair value of fixed maturity
              securities available-for-sale and fixed maturity securities
              held-to-maturity as of December 31, 1996, 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.

<TABLE>
<CAPTION>
                                                                Fixed Maturity Securities
                                             ----------------------------------------------------------------
                                                  Available-for-Sale                 Held-to-Maturity
                                             ------------------------------    ------------------------------
                                              Amortized         Estimated       Amortized        Estimated
                                                 cost          fair value          cost          fair value
                                             -------------     ------------    -------------    -------------

<S>                                       <C>                        <C>                 <C>             <C>
Due in one year or less                   $        51,201            52,292              848             863
Due after one year through five years             229,190           239,487          105,620         112,359
Due after five years through ten years            685,944           704,643          289,644         303,253
Due after ten years                             1,535,230         1,576,128          296,460         329,971
                                             =============     ============    =============    =============
                                          $     2,501,565         2,572,550          692,572         746,446
                                             =============     ============    =============    =============
</TABLE>

       Proceeds from the sale of securities available-for-sale during 1996 and
              1995 were $74,977 and $46,372, respectively, while proceeds from
              sales of investments in fixed maturity securities during 1994 were
              $16,717. Gross gains of $1,667 ($510 in 1995 and $52 in 1994) and
              gross losses of $534 ($2,293 in 1995 and $34 in 1994) were
              realized on those sales.

       Investments with an amortized cost of $6,857 and $6,064 as of December
              1996 and 1995, respectively, were on deposit with various
              regulatory agencies as required by law.

       Real estate is presented at cost less accumulated depreciation of
              $20,405 in 1996 ($19,518 in 1995) and valuation allowances of
              $2,100 in 1996 and 1995.

       The Company generally initiates foreclosure proceedings on all mortgage 
              loans on real estate delinquent sixty days. Foreclosures of
              mortgage loans on real estate were $4,099 in 1996 and $713 in
              1995. There were no other mortgage loans on real estate in process
              of foreclosure or in-substance foreclosed as of December 31, 1996.

                                                                     (Continued)


<PAGE>   15



                                       10

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(5)    Future Policy Benefits and Claims
       ---------------------------------

       The liability for future policy benefits for universal life insurance
              policies and investment contracts (approximately 68% of the total
              liability for future policy benefits as of December 31, 1996 and
              1995) has been established based on accumulated contract values
              without reduction for surrender penalty provisions. The average
              interest rate credited on investment product policies was 6.8%,
              7.0% and 7.4% for the years ended December 31, 1996, 1995 and
              1994, respectively.

       The liability for future policy benefits for traditional life policies
              has been established based upon the net level premium method using
              the following assumptions:

                         Interest rates:  Interest rates vary as follows:

                         Year of issue                           Interest Rate
                         -------------                           -------------
                         1996 and 1995                           4 - 5.5%
                         1994                                    4 - 6.0%
                         1993 and prior                          2.25% - 5.5%

                         Withdrawals:  Rates, which vary by issue age, type of 
                              coverage and policy duration, are based on Company
                              experience

                         Mortality:  Mortality and morbidity rates are based on 
                              published tables, guaranteed in insurance 
                              contracts.

(6)    Notes Payable
       -------------

       On July 11, 1994, the Company issued $50,000, 8.875% surplus notes,
              due July 15, 2004. On May 21, 1996, the Company issued $50,000,
              8.5% surplus notes, due May 15, 2026. Concurrent with the issue of
              the new notes, $15,000 of the notes issued on July 11, 1994 were
              retired.

       The notes have been issued in accordance with Section 3941.13 of the
              Ohio Revised Code. Interest payments, scheduled semi-annually,
              must be approved for payment by the Director of the Department of
              Insurance of the State of Ohio. All issuance costs have been
              capitalized and are being amortized over the terms of the notes.

(7)    Federal Income Tax
       ------------------

       Prior to 1984, the Life Insurance Company Income Tax Act of 1959, as
              amended by the Deficit Reduction Act of 1984 (DRA), permitted the
              deferral from taxation of a portion of statutory income under
              certain circumstances. In these situations, the deferred income
              was accumulated in the Policyholders' Surplus Account (PSA).
              Management considers the likelihood of distributions from the PSA
              to be remote; therefore, no Federal income tax has

                                                                     (Continued)

<PAGE>   16



                                       11

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(7)    Federal Income Tax, Continued
       -----------------------------

              been provided for such distributions in the financial statements.
              The DRA eliminated any additional deferrals to the PSA. Any
              distributions from the PSA, however, will continue to be taxable
              at the then current tax rate. The balance of the PSA is
              approximately $5,257 as of December 31, 1996.

       Total Federal income tax expense for the years ended December 31, 1996,
              1995 and 1994 differs from the amount computed by applying the
              U.S. Federal income tax rate to income before tax as follows:

<TABLE>
<CAPTION>
                                                    1996                     1995                     1994
                                           -----------------------  -----------------------  -----------------------
                                             Amount         %         Amount         %         Amount         %
                                           ------------  ---------  ------------  ---------  ------------  ---------
              <S>                        <C>               <C>          <C>          <C>         <C>          <C> 
              Computed (expected)
                   tax expense           $     32,366      35.0         22,337       35.0        17,752       35.0
              Differential earnings             3,616       3.9          5,676        8.9         5,456       10.8
              Dividends received
                   deduction and tax
                   exempt interest             (1,440)     (1.6)        (1,585)      (2.5)       (1,680)      (3.3)
              Other, net                       (1,670)     (1.8)        (1,525)      (2.4)       (1,870)      (3.7)
                                           ------------  ---------  ------------  ---------  ------------  ---------
                                         $     32,872      35.5         24,903       39.0        19,658       38.8
                                           ============  =========  ============  =========  ============  =========
</TABLE>

       Total Federal income tax paid was $44,823, $21,145 and $17,527 during
              the years ended December 31, 1996, 1995 and 1994, respectively.

       The tax effects of temporary differences between the financial statement 
              carrying amounts and tax basis of assets and liabilities that give
              rise to significant components of the net deferred tax liability
              as of December 31, 1996 and 1995 relate to the following:

<TABLE>
<CAPTION>
                                                                                          1996           1995
                                                                                          ----           ----
          <S>                                                                       <C>                  <C>   
          Deferred tax assets:
               Future policy benefits                                               $     51,461         44,263
               Mortgage loans on real estate                                               1,950          2,070
               Other assets and liabilities                                               11,650         12,633
                                                                                       -----------    -----------
                   Total gross deferred tax assets                                        65,061         58,966
                                                                                       -----------    -----------
          Deferred tax liabilities:
               Fixed maturity securities available-for-sale                               25,604         59,300
               Deferred policy acquisition costs                                          67,603         52,683
               Fixed maturities, equity securities and other long-term                     8,343          7,770
                  investments
               Other                                                                         763          2,133
                                                                                       -----------    -----------
                   Total gross deferred tax liabilities                                  102,313        121,886
                                                                                       ===========    ===========
                   Net deferred tax liability                                       $     37,252         62,920
                                                                                       ===========    ===========
</TABLE>


                                                                     (Continued)


<PAGE>   17



                                       12

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

 (7)   Federal Income Tax, Continued
       -----------------------------

       The Company has determined that a deferred tax asset valuation allowance 
              was not needed as of December 31, 1996 and 1995. In assessing the
              realization of deferred tax assets, management considers whether
              it is more likely than not that the deferred tax assets will be
              realized. The ultimate realization of deferred tax assets is
              dependent upon the generation of future taxable income during the
              periods in which those temporary differences become deductible.
              Management considers primarily the scheduled reversal of deferred
              tax liabilities and tax planning strategies in making this
              assessment and believes it is more likely than not the Company
              will realize the benefits of the deductible differences remaining
              as of December 31, 1996.

(8)    Disclosures about Fair Value of Financial Instruments
       -----------------------------------------------------

       Statement of Financial Accounting Standards No. 107, Disclosures about
              Fair Value of Financial Instruments (SFAS 107) requires disclosure
              of fair value information about existing on and off-balance sheet
              financial instruments. SFAS 107 excludes certain assets and
              liabilities, including insurance contracts, other than policies
              such as annuities that are classified as investment contracts from
              its disclosure requirements. Accordingly, the aggregate fair value
              amounts presented do not represent the underlying value of the
              Company. The tax ramifications of the related unrealized gains and
              losses can have a significant effect on fair value estimates and
              have not been considered in the estimates.

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

              CASH, SHORT-TERM INVESTMENTS AND POLICY LOANS - The carrying
              amount reported in the balance sheets for these instruments
              approximate their fair value.

              INVESTMENT SECURITIES - Fair value for equity securities and fixed
              maturity securities are the same as market value. Market value
              generally represents quoted market prices for securities traded in
              the public market place or as analytically determined for
              securities not publicly traded.

              SEPARATE ACCOUNT ASSETS AND LIABILITIES - The fair value of assets
              held in Separate Accounts is based on quoted market prices. The
              fair value of liabilities related to Separate Accounts is the
              accumulated contract values in the Separate Account portfolios.

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

                                                                     (Continued)


<PAGE>   18



                                       13

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(8)    Disclosures about Fair Value of Financial Instruments, Continued
       ----------------------------------------------------------------

               INVESTMENT CONTRACTS - Fair value for the Company's liabilities
               under investment type contracts is disclosed using two methods.
               For investment contracts without defined maturities, fair value
               is the amount payable on demand. For investment contracts with
               known or determined maturities, fair value is estimated using
               discounted cash flow analysis. Interest rates used are similar to
               currently offered contracts with maturities consistent with those
               remaining for the contracts being valued.

               NOTE PAYABLE - The fair value for the note payable was determined
               by discounting the scheduled cash flows of the note using a
               market rate applicable to the yield, credit quality and maturity
               of a similar debt instrument.

               POLICYHOLDERS' DIVIDEND ACCUMULATION AND OTHER POLICYHOLDER FUNDS
               - The carrying amount reported in the consolidated balance sheets
               for these instruments approximates their fair value.

       The carrying amount and estimated fair value of financial instruments
              subject to SFAS 107 were as follows as of December 31:

<TABLE>
<CAPTION>
                                                               1996                           1995
                                                   -----------------------------  -----------------------------
                                                     Carrying        Estimated       Carrying      Estimated
      Assets                                          amount        fair value        amount       fair value
      ------                                       --------------  --------------  -------------  -------------

           <S>                                   <C>                   <C>            <C>             <C>      
           Investments:
               Securities available-for-sale:
                    Fixed maturities             $    2,572,550        2,572,550      2,547,763       2,547,763
                    Equity securities                    63,763           63,763         71,301          71,301
               Fixed maturities held-to-
                    maturity                            692,572          746,446        672,372         766,057
               Mortgage loans on real estate          1,087,287        1,130,717        898,099         976,066
               Policy loans                             151,229          151,229        148,077         148,077
               Short-term investments                    36,016           36,016         61,173          61,173
           Cash                                          33,712           33,712          8,385           8,385
           Assets held in Separate Accounts             661,871          661,871        453,405         453,405

      Liabilities
      -----------

           Guaranteed investment contracts       $    1,028,129        1,025,298        964,999         982,652
           Individual deferred annuity contracts      1,081,048        1,056,372      1,031,636       1,018,527
           Other annuity contracts                      910,941          911,897        838,691         874,450
           Note payable                                  84,191           90,037         49,739          56,359
           Dividend accumulations and
               other policyholder funds                  79,735           79,735         79,707          79,707
           Liabilities related to separate 
               accounts                                 648,634          648,634        441,124         441,124
      
</TABLE>

                                                                     (Continued)


<PAGE>   19



                                       14

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

 (9)   Additional Financial Instruments Disclosure
       -------------------------------------------

       (a)    Financial Instruments with Off-Balance-Sheet Risk
              -------------------------------------------------

              The Company is a party to financial instruments with
                  off-balance-sheet risk in a normal course of business through
                  management of its investment portfolio. The Company had
                  outstanding commitments to fund mortgage loans, bonds and
                  venture capital partnerships of approximately $182,600 and
                  $195,000 as of December 31, 1996 and 1995, respectively. These
                  commitments involve, in varying degrees, elements of credit
                  and market risk in excess of amounts recognized in the
                  financial statements. The credit risk of all financial
                  instruments, whether on- or off-balance sheet, is controlled
                  through credit approvals, limits, and monitoring procedures.

       (b)    Significant Concentrations of Credit Risk
              -----------------------------------------

              Mortgage loans are collateralized by the underlying properties.
                  Collateral must meet or exceed 125% of the loan at the time
                  the loan is made. The Company grants mainly commercial
                  mortgage loans to customers throughout the United States. The
                  Company has a diversified loan portfolio, and total loans in
                  any state do not exceed 12% of the total loan portfolio as of
                  December 31, 1996. The summary below depicts loan exposure of
                  remaining principal balances by type as of December 31, 1996
                  and 1995:

<TABLE>
<CAPTION>
                                                                        1996           1995
                                                                        ----           ----
         <S>                                                     <C>                    <C>    
         Mortgage assets by type
         -----------------------
              Office                                             $       300,158        259,354
              Retail                                                     291,341        229,226
              Apartment                                                  251,720        168,370
              Industrial                                                 152,175        150,376
              Other                                                      101,467        101,273
                                                                    -------------  -------------
                                                                       1,096,861        908,599
                  Less valuation allowances                                9,574         10,500
                                                                    -------------  -------------
                       Total mortgage loans on real estate, net  $     1,087,287        898,099
                                                                    =============  =============
</TABLE>

(10)   Pension Plans
       -------------

       The Company sponsors pension plans covering all eligible employees and
              certain general agents. Retirement benefits are based on years of
              service and either the highest average earnings in five of the
              last ten years or specific elements of compensation earned in the
              last five and ten years of service. Other pension plans covering
              employees whose benefits exceed Code 401(a)(17) and Code 415
              limits are also in effect.

                                                                     (Continued)


<PAGE>   20



                                       15

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(10)   Pension Plans, Continued
       ------------------------

       The net periodic pension cost for the plans for the years ended December
              31, 1996, 1995 and 1994 follows:

<TABLE>
<CAPTION>
                                                   1996           1995          1994
                                                   ----           ----          ----
         <S>                                 <C>                    <C>          <C>  
         Service cost (benefits earned
             during the period)              $       2,169          1,725        1,542
         Interest cost on projected
             benefit obligations                     2,896          2,720        2,493
         Actual return on plan assets               (2,447)        (2,811)        (601)
         Net amortization and deferral                 904          1,639         (144)
                                                ============   ===========   ============
             Net periodic pension cost       $       3,522          3,273        3,290
                                                ============   ===========   ============
</TABLE>

       Basis for measurements, net periodic pension cost:

<TABLE>

         <S>                                                     <C>            <C>           <C>  
         Weighted average discount rate                          6.25%          6.90%         6.80%
         Rate of increase in future compensation levels          5.50%          4.75%         4.90%
         Expected long-term rate of return on plan assets        8.50%          7.25%         7.25%
</TABLE>

       The following table sets forth the funded status and amounts recognized 
              in the accompanying consolidated financial statements as of 
              December 31, 1996 and 1995 for the Company's pension plans.

<TABLE>
<CAPTION>
                                                                     Assets Exceed          Accumulated Benefits
                                                                 Accumulated Benefits          Exceed Assets
                                                               -------------------------- -------------------------
                                                                  1996          1995         1996          1995
                                                                  ----          ----         ----          ----
         <S>                                                 <C>                 <C>          <C>            <C>  
         Accumulated benefit obligation:
              Vested                                         $     15,585        16,037       10,747         9,952
              Nonvested                                               247           247          661           275
                                                               ============ ============= ============  ===========
                                                             $     15,832        16,284       11,408        10,227
                                                               ============ ============= ============  ===========
         Projected benefit obligation for services rendered
              to date                                        $     24,434        27,389       14,614        14,460
         Plan assets at fair value                                 23,807        22,625          243          -
                                                               ------------ ------------- ------------  -----------
                  Plan assets less projected benefit
                       obligation                                    (627)       (4,764)     (14,371)      (14,460)
         Unrecognized prior service cost                           (1,741)         -              35          -
         Unrecognized net losses                                    3,783         6,471          375         1,508
         Unrecognized net transitional assets                      (2,375)       (2,612)       3,202         3,493
         Amount to recognize additional liability                     -            -          (1,537)       (2,023)
                                                               ============ ============= ============  ===========
                  Net pension liability                      $       (960)         (905)     (12,296)      (11,482)
                                                               ============ ============= ============  ===========
         Measurement basis:
              Weighted average discount rate                        6.50%      6.10%           7.00%       6.60%
              Rate of increase in future compensation levels        6.00%      6.00%           4.60%       4.60%
</TABLE>

                                                                     (Continued)


<PAGE>   21



                                       16

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(10)   Pension Plans, Continued
       ------------------------

       General Agent and Other Plans

       The Company also maintains a qualified contributory defined contribution
              profit sharing plan covering substantially all of its employees
              and a qualified non-contributory defined contribution pension plan
              covering career agents. These plans are funded through insurance
              contracts issued by the Company.

       Company contributions to the Profit Sharing Plan are in part based on the
              net earnings of the Company and are payable at the sole discretion
              of management. The expense reported for contributions to the plan
              for 1996 and 1995 were $1,614 and $1,609, respectively.

       Contributions to the Career Agent's Pension Plan are subject to the
              minimum funding required under Internal Revenue Code Section 412.
              The expense reported for contributions to the plan for 1996 and
              1995 were $590 and $497, respectively.

(11)   Postretirement Benefits Other Than Pensions
       -------------------------------------------

       The Company currently offers eligible retirees the opportunity to
              participate in a health plan. The Company has two health plans,
              one is offered to home office employees, the other is offered to
              career agents.

               Home Office Employee Health Plan
               --------------------------------

               The Company provides a declining service schedule. Substantially
               all home office employees may become eligible for these benefits
               provided that the employee meets the age and years of service
               requirements. The plan states that an employee becomes eligible
               as follows: age 55 with 20 years of credited service at
               retirement, age 56 with 18 years of service, age 57 with 16 years
               of service grading to age 64 with two years of service. The
               health plan is contributory with retirees contributing
               approximately 15% of premium for coverage.

               Career Agents Health Plan
               -------------------------

               Substantially all career agents may become eligible for these
               benefits provided that the agent is at least age 55 and has 15
               years of credited service at retirement. The health plan is
               contributory, with retirees contributing approximately 47% of
               medical costs.

       Actuarial assumptions for the measurement of the December 31, 1996
              accumulated postretirement benefit obligation include a discount
              rate of 7.5% (7.5% in 1995 and 1994) and an assumed health care
              cost trend rate of 11% (12% in 1995 and 13% in 1994), declining 1%
              each year to an ultimate rate of 5%.

                                                                     (Continued)


<PAGE>   22



                                       17

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(11)   Postretirement Benefits Other Than Pensions, Continued
       ------------------------------------------------------

       Information regarding the funded status of the plan as a whole as of
              December 31, 1996 and 1995 follows:

<TABLE>
<CAPTION>
                                                                     1996          1995
                                                                     ----          ----
<S>                                                             <C>                 <C>  
Accumulated postretirement benefit obligations:
     Retirees                                                   $     2,926         6,036
     Fully eligible, active plan participants                         1,051         2,515
     Other active plan participants                                   2,256         3,976
                                                                   ---------     ---------
         Accumulated postretirement benefit obligation                6,233        12,527
     Unrecognized net gains                                           2,066           256
     Unrecognized plan amendments                                     6,285         1,140
                                                                   =========     =========
         Accrued postretirement benefit obligation              $    14,584        13,923
                                                                   =========     =========
</TABLE>

       The amount of net periodic postretirement benefit cost for the plan as a 
              whole for the years ended December 31, 1996 and 1995 is as
              follows:

<TABLE>
<CAPTION>
                                                                    1996          1995
                                                                    ----          ----

<S>                                                            <C>                  <C>
Net periodic postretirement benefit cost:
     Service cost - benefits attributed to
         employee service during the year                      $       467          497
     Interest cost on accumulated postretirement
         benefit obligation                                            768          869
     Actual return on plan assets                                       -            -
     Net amortization and deferral                                    (199)         (82)
                                                                  ==========   ===========
              Net periodic postretirement benefit cost         $     1,036        1,284
                                                                  ==========   ===========
</TABLE>

       The health care cost trend rate assumption has a significant effect on
              the amounts reported. A one percentage point increase in the
              assumed health care cost trend rate would increase the accumulated
              postretirement benefit obligation as of December 31, 1996 and 1995
              by $943 and $1,261, respectively, and the net periodic
              postretirement benefit cost for the years ended December 31, 1996
              and 1995 by $111 and $149, respectively.

(12)   Regulatory Risk-Based Capital, Retained Earnings and Dividend 
       -------------------------------------------------------------
       Restrictions
       ------------

       ONLIC and ONLAC exceed the minimum risk-based capital requirements as of
              December 31, 1996.

                                                                     (Continued)


<PAGE>   23



                                       18

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(12)   Regulatory Risk-Based Capital, Retained Earnings and Dividend 
       -------------------------------------------------------------
       Restrictions, Continued
       -----------------------

       The Company has designated a portion of retained earnings for separate
              account contingencies and investment guarantees totaling $1,688
              and $1,637 as of December 31, 1996 and 1995, respectively.

       The payment of dividends by the Company to its participating
              policyholders is based on the dividend scale declared at least
              annually by the Company's Board of Directors.

(13)   Bank Lines of Credit
       --------------------

       As of December 31, 1996 and 1995, ONLIC had a $10,000 unsecured line of 
              credit which was utilized and repaid during 1995.

(14)   Contingencies
       -------------

       The Company and its subsidiaries are defendants in various legal actions 
              arising in the normal course of business. While the outcome of 
              such matters cannot be predicted with certainty, management
              believes such matters will be resolved without material adverse
              impact on the financial condition of the Company.

       The Company routinely enters into reinsurance transactions with other
              insurance companies which are not material to the consolidated
              financial statements. This reinsurance involves either ceding
              certain risks to or assuming risks from other insurance companies.
              The primary purpose of ceded reinsurance is to protect the Company
              from potential losses in excess of levels that it is prepared to
              accept. Reinsurance does not discharge the Company from its
              primary liability to policyholders and to the extent that a
              reinsurer should be unable to meet its obligations, the Company
              would be liable to policyholders.

(15)   Major Lines of Business
       -----------------------

       The Company operates in the life and annuity lines of business in the
              life insurance industry. Life insurance operations include whole
              life, universal life, variable universal life, and endowments, as
              well as term life, health insurance, and other miscellaneous
              insurance products provided to individuals and groups. Annuity
              operations include guaranteed investment and accumulated deposit
              contracts issued to groups and deferred and immediate annuities
              issued to individuals.

                                                                     (Continued)


<PAGE>   24


                                       19

            THE OHIO NATIONAL LIFE INSURANCE COMPANY AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued

(15)   Major Lines of Business, Continued
       ----------------------------------

       The following table summarizes the revenues and income before Federal
              income tax for the years ended December 31, 1996, 1995 and 1994
              and assets as of December 31, 1996, 1995 and 1994, by line of
              business.

<TABLE>
<CAPTION>
                                                                             1996           1995           1994
                                                                             ----           ----           ----
         <S>                                                          <C>                    <C>            <C>    
         Revenues:
             Premiums, policy charges and net investment income:
                 Life and other insurance                             $       295,860        270,782        259,146
                 Annuities                                                    284,418        280,853        249,325
                                                                         -------------  -------------  -------------
                                                                              580,278        551,635        508,471
                                                                         -------------  -------------  -------------
             Realized capital gains (losses):
                 Life and other insurance                                       3,330           (771)        (1,088)
                 Annuities                                                      5,431         (1,980)        (2,421)
                                                                         -------------  -------------  -------------
                                                                                8,761         (2,751)        (3,509)
                                                                         -------------  -------------  -------------
             Total revenues:
                 Life and other insurance                                     299,190        270,011        258,058
                 Annuities                                                    289,849        278,873        246,904
                                                                         -------------  -------------  -------------
                                                                      $       589,039        548,884        504,962
                                                                         =============  =============  =============
         Total income before Federal income tax:
                 Life and other insurance                             $        45,057         33,475         26,586
                 Annuities                                                     47,418         30,345         24,133
                                                                         =============  =============  =============
                                                                      $        92,475         63,820         50,719
                                                                         =============  =============  =============
         Assets:
                 Life and other insurance                             $     2,522,004      2,213,391      1,873,808
                 Annuities                                                  3,259,585      3,078,984      2,640,159
                                                                                        -------------
                                                                         =============                 =============
                                                                      $     5,781,589      5,292,375      4,513,967
                                                                         =============  =============  =============
</TABLE>



<PAGE>   41
APPENDIX


LOANS UNDER TAX-SHELTERED ANNUITIES

Contracts issued as tax-sheltered annuities pursuant to plans qualifying under
Section 403(b) of the Code, and allowing for voluntary contributions only, are
eligible for loans secured by a security interest in the contract. Any such loan
must be for at least $1,000 and may only be made from guaranteed accumulation
values (see Guaranteed Accumulation Account, below). The loan amount is limited
by the maximum loan formula described in the contract.

The annual effective rate of interest charged for loans will not exceed 7%.
Loans must generally be repaid within 5 years (or 20 years if the loan is used
for the purchase of the contract owner's principal residence).

The amount of the death benefit, the amount payable on a full surrender and the
amount that will be applied to provide an annuity on the annuity payout date
will be reduced by the amount of outstanding loan balance, including accrued
interest, as of the date of any such transaction.

GUARANTEED ACCUMULATION ACCOUNT

The Guaranteed Accumulation Account guarantees a fixed return for a specified
period of time and guarantees the principal against loss. Any portion of a
contract relating to the Guaranteed Accumulation Account is not registered under
the Securities Act of 1933. The Guaranteed Accumulation Account is not
registered as an investment company under the 1940 Act. Accordingly, neither the
Guaranteed Accumulation Account nor any interests in it are subject to the
provisions or restrictions of either such Act, and the disclosures in this
appendix have not been reviewed by the staff of the Securities and Exchange
Commission.

The Guaranteed Accumulation Account consists of all of Ohio National Life's
general assets other than those allocated to a separate account. Accumulation
values under a contract will be allocated between the Guaranteed Accumulation
Account and VAA. The allocation will be as elected by the owner at the time of
purchase or as subsequently changed.

Ohio National Life will invest its general assets in its discretion as allowed
by applicable state law. Investment income from Ohio National Life's general
assets will be allocated to those contracts having guaranteed accumulation
values in accordance with the terms of such contracts.

The amount of investment income allocated to the contracts will vary from year
to year in Ohio National Life's sole discretion. However, Ohio National Life
guarantees that it will credit interest at a rate of not less than 3% per year,
compounded annually, to contract values allocated to the Guaranteed Accumulation
Account. Ohio National Life may credit interest at a rate in excess of 3%, but
any such excess interest credit will be in Ohio National Life's sole discretion.




                                      -47-
<PAGE>   42
Ohio National Life guarantees that the guaranteed accumulation value of a
contract will never be less than (a) the amount of purchase payments allocated
to, and transfers into, the Guaranteed Accumulation Account, plus (b) interest
credited at the rate of 3% per year compounded annually, plus (c) any additional
excess interest Ohio National Life may credit to guaranteed accumulation values,
and less (d) any partial withdrawals, loans and transfers from the guaranteed
accumulation values, and less (e) any contingent deferred sales charges on
partial withdrawals, loan interest, state premium taxes and transfer fees. No
deductions are made from the Guaranteed Accumulation Account for administrative
expenses or risk undertakings. (See "Deductions and Expenses" in the
prospectus.)

Not more than 20% of the guaranteed accumulation value of a contract (or $1,000,
if greater), as of the beginning of any contract year, may be transferred to one
or more variable subaccounts during that contract year. As provided by
applicable state law, Ohio National Life reserves the right to defer the payment
of amounts withdrawn from the Guaranteed Accumulation Account for a period not
to exceed six months from the date written request for such withdrawal is
received by Ohio National Life.





                                      -48-
<PAGE>   43




                        OHIO NATIONAL VARIABLE ACCOUNT A


                                    Form N-4





                                     PART C


                                OTHER INFORMATION


<PAGE>   44


        (3)(a)  Distribution Agreement between the Depositor and The O.N. Equity


ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements of the Registrant are included in Part B of
this Registration Statement:

   
    Independent Auditors' Report of KPMG Peat Marwick LLP dated January 28, 1997

    Statements of Assets and Contract Owners' Equity dated December 31, 1996

    Statement of Operations and Changes in Contract Owners' Equity for the Years
    Ended December 31, 1996 and 1995

    Notes to Financial Statements dated December 31, 1996

    Schedules of Changes in Unit Values for the Years Ended December 31, 1996
    and 1995

The following consolidated financial statements of the Depositor and its
subsidiaries are also included in Part B of this Registration Statement:

    Independent Auditors' Report of KPMG Peat Marwick LLP dated January 31, 1997

    Consolidated Balance Sheets dated December 31, 1996 and 1995

    Consolidated Statements of Income for the Years Ended December 31, 1996,
    1995 and 1994

    Consolidated Statements of Equity for the Years Ended December 31, 1996,
    1995 and 1994

    Consolidated Statements of Cash Flows for the Years Ended December 31, 1996,
    1995 and 1994

    Notes to Consolidated Financial Statements dated December 31, 1996, 1995 and
    1994
    

The following financial information is included in Part A of this Registration
Statement:

    Accumulation Unit Values

Consents of the Following Persons:

    KPMG Peat Marwick LLP

Exhibits:

   

All relevant exhibits, which have previously been filed with the Commission and
are incorporated herein by reference, are as follows:
    

        (1)     Resolution of Board of Directors of the Depositor authorizing
                establishment of the Registrant was filed as Exhibit A(1) of the
                Registrant's registration statement on Form S-6 on August 3,
                1982 (File no. 2-78652).

        (2)     Agreement of Custodianship between the Depositor and The
                Provident Bank was filed as Exhibit 3 of the Registrant's Form
                N-4, Post-effective Amendment no. 5 on April 27, 1988 (File no.
                2-91213).

   
        (3)(a)  Principal Underwriting Agreement for Variable Annuities
                between the Depositor and Ohio National Equities, Inc. was
                filed as Exhibit (3)(a) of Form N-4, Post-effective Amendment
                no. 21 of Ohio National Variable Account A (File no. 2-91213).
    

                                       -1-

<PAGE>   45

        (3)(b)  Registered Representative's Sales Contract with Variable Annuity
                Supplement was filed as Exhibit (3)(b) of the Registrant's Form
                N-4, Post-effective Amendment no. 9 on February 27, 1991 (File
                no. 2-91213).

        (3)(c)  Variable Annuity Sales Commission Schedule was filed as Exhibit
                A(3)(c) of the Registrant's registration statement on Form S-6
                on May 18, 1984 (File no. 2-91213).

        (4)     Combination Annuity Contract, Form 93-VA-1, was filed as Exhibit
                (4) of the Registrant's Form N-4 on May 6, 1993 (File No.
                33-62282).

        (5)(a)  Single Purchase Payment Tax-Qualified Variable Annuity
                Application, Form V-4891-A, was filed as Exhibit (5)(a) of the
                Registrant's Form N-4 on April 25, 1996 (File No. 33-62282).

        (6)(a)  Articles of Incorporation of the Depositor were filed as Exhibit
                A(6)(a) of Ohio National Variable Interest Account registration
                statement on Form N-8B-2 on July 11, 1980 (File no. 811-3060).

        (6)(b)  Code of Regulations (by-laws) of the Depositor were filed as
                Exhibit A(6)(b) of Ohio National Variable Interest Account
                registration statement on Form N-8B-2 on July 11, 1980 (File no.
                811-3060).

        (8)     Powers of Attorney by certain Directors of the Depositor were
                filed as Exhibit (8) of the Registrant's Form N-4,
                Post-effective Amendment no. 4 on March 27, 1995.

   
        (13)    Computation of Performance Data was filed as Exhibit (13) of
                the Registrant's Form N-4, Post-effective Amendment no. 8 on 
                February 28, 1997.
    

                                       -2-

<PAGE>   46




ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
Name and Principal                    Positions and Offices
Business Address                      with Depositor
- ----------------                      --------------
<S>                                   <C> 
Trudy K. Backus*                      Vice President, Individual Insurance Services
                                   
   
Howard C. Becker*                     Senior Vice President, Individual Insurance &
                                      Corporate Services
                                   
Paul L. Bergmann*                     Vice President, Financial Control
                                   
Michael A. Boedeker*                  Vice President, Fixed Income Securities
                                   
Roylene M. Broadwell*                 Vice President and Treasurer
    
                                   
Joseph P. Brom*                       Senior Vice President & Chief Investment Officer
                                   
Dale P. Brown                         Director
36 East Seventh Street             
Cincinnati, Ohio 45202             
                                   
Jack E. Brown                         Director
50 E. Rivercenter Blvd.            
Covington, Kentucky 41011          
                                   
William R. Burleigh                   Director
One West Fourth Street             
Suite 1100                         
Cincinnati, Ohio 45202             
                                   
Victoria B. Buyniski                  Director
2343 Auburn Avenue                 
Cincinnati, Ohio 45219             
                                   
Raymond R. Clark                      Director
201 East Fourth Street             
Cincinnati, Ohio 45202             
                                   
David W. Cook*                        Senior Vice President and Actuary
                                   
Dr. Alvin H. Crawford                 Director
Children's Hospital Medical Center
Department of Orthopedics
Elland and Bethesda Avenues
Cincinnati, Ohio 45229

Robert M. DiTommaso*                  Vice President, Career Marketing
                                      
Ronald J. Dolan*                      Senior Vice President and Chief Financial Officer
                                      
Michael J. Ferry*                     Information Systems Vice President
                                      
Michael F. Haverkamp*                 Vice President and Counsel
                                      
John A. Houser III*                   Vice President, Claims
</TABLE>

         
                                       -3-

<PAGE>   47

<TABLE>
<CAPTION>
Name and Principal                    Positions and Offices
Business Address                      with Depositor
- ----------------                      --------------
<S>                                   <C>                                       
Bannus B. Hudson                      Director
One Eastwood Drive                    
Cincinnati, Ohio 45227                
                                      
Daniel W. LeBlond                     Director
7680 Innovation Way                   
Mason, Ohio 45040                     
                                      
David G. McClure*                     Vice President, Variable Product Sales
                                      
Hamilton F. McGregor*                 Senior Vice President, Group & Pension Operations
                                      
Charles S. Mechem, Jr.                Director
One East Fourth Street                
Cincinnati, Ohio 45202                
                                      
James I. Miller II*                   Vice President, Marketing Support
                                      
James W. Nethercott                   Director
8431 Concord Hills Circle             
Cincinnati, Ohio 45243                
                                      
Thomas O. Olson*                      Vice President, Underwriting
                                      
David B. O'Maley*                     Director, Chairman, President and Chief Executive
                                      Officer
                               
   
John J. Palmer*                       Senior Vice President, Strategic Initiatives
    

George B. Pearson, Jr.*               Vice President, PGA Marketing
                                      
Dallas L. Pennington*                 Vice President, Information Systems
                                      
J. Donald Richardson*                 Senior Regional Vice President
                                      
D. Gates Smith*                       Senior Vice President, Sales
                                      
Michael D. Stohler*                   Vice President, Mortgages and Real Estate
                                      
Stuart G. Summers*                    Senior Vice President and General Counsel
                                      
Oliver W. Waddell                     Director
425 Walnut Street                     
Cincinnati, Ohio 45202                
                                      
Bradley L. Warnemunde                 Director and Chairman Emeritus
250 William Howard Taft Road          
Cincinnati, Ohio 45219                
                                      
Dr. David S. Williams*                Vice President and Medical Director
                                      
Donald J. Zimmerman*                  Director, Senior Vice President, Insurance Operations
                                      and Secretary
</TABLE>

*The principal business address for these individuals is One Financial Way,
Cincinnati, Ohio 45242.


                                       -4-
<PAGE>   48
   
<TABLE>
<S>                                        <C>
- --------------------------------------------------------------------------------
              THE OHIO NATIONAL LIFE INSURANCE COMPANY/CINCINNATI
      A MUTUAL LIFE INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF OHIO
- --------------------------------------------------------------------------------
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
- -------------------------------       -----------------------------
ENTERPRISE PARK, INC.                 OHIO NATIONAL EQUITIES INC.

A GEORGIA CORPORATION                 A BROKER/DEALER
REAL ESTATE DEVELOPMENT COMPANY       CAPITALIZED BY ONLI @ $30,000
CAPITALIZED BY ONLI $50,000

- -------------------------------       --------------------------------
Pres. & Dir.        M. Stohler        Chm. & Dir.         D. O'Maley

V.P. & Dir.         J. Brom           Pres. & Dir.        J. Palmer   

Secy. & Dir.        J. Fischer        VP & Dir.           D. McClure

Treas. & Dir.       D. Taney          VP & Dir.           T. Backus

                                      Secretary           R. Benedict

                                      Treasurer           K. Jaeger

                                      Compliance Officer  J. Dunn   

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

<CAPTION>
<S>                                        <C>
- -------------------------------------------------------------------------------------------------------------------
                                  THE OHIO NATIONAL LIFE INSURANCE COMPANY/CINCINNATI
                        A MUTUAL LIFE INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF OHIO
- -------------------------------------------------------------------------------------------------------------------
                                                   S E P A R A T E  A C C O U N T S              
                                                   --------------------------------              
                                                          A  B  C  D  E  F                       
                                                   --------------------------------              
                                                                                                
                                                                                                
- -------------------------------    ------------------------------            -------------------------------------
OHIO NATIONAL INVESTMENTS, INC.    THE O.N. EQUITY SALES COMPANY             OHIO NATIONAL LIFE
                                                                             ASSURANCE CORPORATION
AN INVESTMENT ADVISER              AN OHIO CORPORATION                       AN OHIO CORPORATION
CAPITALIZED BY ONLI @ $10,000      A BROKER/DEALER                           A STOCK LIFE INSURANCE COMPANY
                                   CAPITALIZED BY ONLI @ $790,000            CAPITALIZED BY ONLI @ $32,000,000
                                                                             INCORPORATED UNDER THE LAWS OF OHIO
- -------------------------------    ------------------------------            ------------------------------------
                                   Chm. & Dir.         D. O'Maley            Chm./Pres/.CEO & Dir.  D. O'Maley
Pres. & Dir.        J. Brom                                                  Sr. VP & Dir.          R. Dolan
                                   Pres. & Dir.        J. Palmer             Sr. VP & Dir.          J. Palmer   
VP & Dir.           M. Boedeker                                              Sr. VP & Dir.          S. Summers
                                   V.P. & Dir.         J. Miller             Sr. VP & Dir.          J. Brom
VP & Dir.           M. Stohler                                               Sr. Vice Pres.         D. Cook
                                   V.P. & Dir.         D. McClure            Sr. Vice Pres.         G. Smith
VP & Dir.           S. Williams                                              Vice President         R. Bradwell 
                                   Secy. & Dir.        R. Benedict           Vice President         M. Boedeker
VP                  K. Hanson                                                Vice President         R. DiTommaso
                                   VP                  R. DiTommaso          Vice President         J. Houser 
VP                  D. Hundley                                               Vice President         G. Pearson
                                   Treasurer           K. Jaeger             Vice President         D. Pennington
VP                  J. Martin                                                Vice President         M. Stohler
                                   Compliance Director J. Dunn               Secy.                  R. Benedict
Treasurer           D. Taney                                                 Asst. Secy.            J. Fischer
                                                                             Asst. Secy.            M. Haverkamp
Secretary           R. Benedict                                              Asst. Actuary          K. Flischel
                                   
Asst. Secy./Treas.  A. Starkey     

- -------------------------------    ------------------------------           ------------------------------------
                                                                                       SEPARATE ACCOUNT
                                                                          -------------------------------------
                                                                                              R
                                                                                             ---

                                  <= Advisor to  Advisor to =>            
                 --------------------------------------------------------  
                                                                         
- -----------------------------         --------------------------------          --------------------------------
    ONE FUND, INC.                    O.N. INVESTMENT MANAGEMENT CO.            OHIO NATIONAL FUND
                                                                          
A MARYLAND CORPORATION                AN OHIO CORPORATION                       A MARYLAND CORPORATION
AN OPEN END DIVERSIFIED               A FINANCIAL ADVISORY SERVICE              AN OPEN END DIVERSIFIED
MANAGEMENT INVESTMENT COMPANY         CAPITALIZED BY ONESCO @ $145,000          MANAGEMENT INVESTMENT COMPANY
- -----------------------------         --------------------------------          --------------------------------
Pres. & Dir.        D. Zimmerman      Pres. & Dir.        J. Palmer             Pres. & Dir.        D. Zimmerman
Vice. Pres.         M. Boedeker                                           -----  Vice President      M. Boedeker
Vice  Pres.         J. Brom           VP & Dir.           G. Smith               Vice President      J.Brom
Vice Pres.          D. McClure                                                   Vice President      S. Williams
Vice Pres.          S. Williams       VP & Dir.           D. McClure             Treasurer           D. Taney
Treasurer           D. Taney                                            --------  Secy. & Dir.        R. Benedict
Secy. & Dir.        R. Benedict       Treasurer           K. Jaeger               Asst. Secy.         A. Starkey 
Asst. Secy.         A. Starkey                                                    Director            G. Castrucci
Director            G. Castrucci      Secretary           M. Haverkamp            Director            R. Love      
Director            R. Love                                                       Director            G. Vredeveld 
Director            G. Vredeveld      
- ---------------------------------     --------------------------------            ---------------------------------
</TABLE>
    

<PAGE>   49

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

The Organization Chart showing the relationships among the Depositor, the
Registrant and their affiliated entities is on page 4A hereof.

ITEM 27.  NUMBER OF CONTRACTOWNERS

   
As of April 10, 1997, the Registrant's contracts were owned by 17,964 owners.
    

ITEM 28.  INDEMNIFICATION

The sixth article of the Depositor's Articles of Incorporation, as amended,
provides as follows:

    Each former, present and future Director, Officer or Employee of the
    Corporation (and his heirs, executors or administrators), or any such person
    (and his heirs, executors or administrators) who serves at the Corporation's
    request as a director, officer, partner, member or employee of another
    corporation, partnership or business organization or association of any type
    whatsoever shall be indemnified by the Corporation against reasonable
    expenses, including attorneys' fees, judgments, fine and amounts paid in
    settlement actually and reasonably incurred by him in connection with the
    defense of any contemplated, pending or threatened action, suit or
    proceeding, civil, criminal, administrative or investigative, other than an
    action by or in the right of the corporation, to which he is or may be made
    a party by reason of being or having been such Director, Officer, or
    Employee of the Corporation or having served at the Corporation's request as
    such director, officer, partner, member or employee of any other business
    organization or association, or in connection with any appeal therein,
    provided a determination is made by majority vote of a disinterested quorum
    of the Board of Directors (a) that such a person acted in good faith and in
    a manner he reasonably believed to be in or not opposed to the best
    interests of the Corporation, and (b) that, in any matter the subject of
    criminal action, suit or proceeding, such person had no reasonable cause to
    believe his conduct was unlawful. The termination of any action, suit or
    proceeding by judgment, order, settlement, conviction, or upon a plea of
    nolo contendere or its equivalent, shall not, of itself create a presumption
    that the person did not act in good faith in any manner which he reasonably
    believed to be in or not opposed to the best interests of the Corporation,
    and with respect to any criminal action or proceeding, he had reasonable
    cause to believe that his conduct was unlawful. Such right of
    indemnification shall not be deemed exclusive of any other rights to which
    such person may be entitled. The manner by which the right to
    indemnification shall be determined in the absence of a disinterested quorum
    of the Board of Directors shall be set forth in the Code of Regulations or
    in such other manner as permitted by law. Each former, present, and future
    Director, Officer or Employee of the Corporation (and his heirs, executors
    or administrators) who serves at the Corporation's request as a director,
    officer, partner, member or employee of another corporation, partnership or
    business organization or association of any type whatsoever shall be
    indemnified by the Corporation against reasonable expenses, including
    attorneys' fees, actually and reasonably incurred by him in connection with
    the defense or settlement of any contemplated, pending or threatened action,
    suit or proceeding, by or in the right of the Corporation to procure a
    judgment in its favor, to which he is or may be a party by reason of being
    or having been such Director, Officer or Employee of the Corporation or
    having served at the Corporation's request as such director, officer,
    partner, member or employee of any other business organization or
    association, or in connection with any appeal therein, provided a
    determination is made by majority vote of a disinterested quorum of the
    Board of Directors (a) that such person was not, and has not been
    adjudicated to have been negligent or guilty of misconduct in the
    performance of his duty to the Corporation or to such other business
    organization or association, and (b) that such person acted in good faith
    and in a manner he reasonably believed to be in or not opposed to the best
    interests of the Corporation.

                                       -5-


<PAGE>   50


    Such right of indemnification shall not be deemed exclusive of any other
    rights to which such person may be entitled. The manner by which the right
    of indemnification shall be determined in the absence of a disinterested
    quorum of the Board of Directors shall be as set forth in the Code of
    Regulations or in such other manner as permitted by law.

In addition, Article XII of the Depositor's Code of Regulations states as
follows:

    If any director, officer or employee of the Corporation may be entitled to
    indemnification by reason of Article Sixth of the Amended Articles of
    Corporation, indemnification shall be made upon either (a) a determination
    in writing of the majority of disinterested directors present, at a meeting
    of the Board at which all disinterested directors present constitute a
    quorum, that the director, officer or employee in question was acting in
    good faith and in a manner he reasonably believed to be in or not opposed to
    the best interests of this Corporation or of such other business
    organization or association in which he served at the Corporation's request,
    and that, in any matter which is the subject of a criminal action, suit or
    proceeding, he had no reasonable cause to believe that his conduct was
    unlawful and in an action by or in the right of the Corporation to procure a
    judgment in its favor that such person was not and has not been adjudicated
    to have been negligent or guilty of misconduct in the performance of his
    duty to the Corporation or to such other business organization or
    association; or (b) if the number of all disinterested directors would not
    be sufficient at any time to constitute a quorum, or if the number of
    disinterested directors present at two consecutive meetings of the Board has
    not been sufficient to constitute a quorum, a determination to the same
    effect as set forth in the foregoing clause (a) shall be made in a written
    opinion by independent legal counsel other than an attorney, or a firm
    having association with it an attorney, who has been retained by or who has
    performed services for this Corporation, or any person to be indemnified
    within the past five years, or by the majority vote of the policyholders, or
    by the Court of Common Pleas or the court in which such action, suit or
    proceeding was brought. Prior to making any such determination, the Board of
    Directors shall first have received the written opinion of General Counsel
    that a number of directors sufficient to constitute a quorum, as named
    therein, are disinterested directors. Any director who is a party to or
    threatened with the action, suit or proceeding in question, or any related
    action, suit or proceeding, or has had or has an interest therein adverse to
    that of the Corporation, or who for any other reason has been or would be
    affected thereby, shall not be deemed a disinterested director and shall not
    be qualified to vote on the question of indemnification. Anything in this
    Article to the contrary notwithstanding, if a judicial or administrative
    body determines as part of the settlement of any action, suit or proceeding
    that the Corporation should indemnify a director, officer or employee for
    the amount of the settlement, the Corporation shall so indemnify such person
    in accordance with such determination. Expenses incurred with respect to any
    action, suit or proceeding which may qualify for indemnification may be
    advanced by the Corporation prior to final disposition thereof upon receipt
    of an undertaking by or on behalf of the director, officer or employee to
    repay such amount if it is ultimately determined hereunder that he is not
    entitled to indemnification or to the extent that the amount so advanced
    exceeds the indemnification to which he is ultimately determined to be
    entitled.

ITEM 29.  PRINCIPAL UNDERWRITERS

   
The principal underwriter of the Registrant's securities is Ohio National
Equities, Inc. ("ONE, Inc."). ONE, Inc. is a wholly-owned subsidiary of the
Depositor. ONE, Inc. also serves as the principal underwriter of securities
issued by Ohio National Variable Accounts B and D, other separate accounts of
the Depositor which are registered as unit investment trusts; and Ohio National
Variable Account R, a separate account of the Depositor's subsidiary, Ohio
National Life Assurance Corporation, which separate account is also registered
as a unit investment trust; and ONE Fund, Inc., an open-end investment company
of the management type.
    


                                       -6-
<PAGE>   51

The directors and officers of ONE, Inc. are:

   
<TABLE>
<CAPTION>
    Name                     Position with ONE, Inc.
    ----                     -----------------------
<S>                          <C> 
    David B. O'Maley         Chairman and Director
    John J. Palmer           President & Chief Executive Officer and Director
    David G. McClure         Vice President of Marketing and Director
    Trudy K. Backus          Vice President and Director
    Joni L. Dunn             Vice President and Compliance Officer
    Timothy S. Halevan       Vice President
    Ronald L. Benedict       Secretary
    Kenneth M. Jaeger        Treasurer
</TABLE>

    

   
    

The principal business address of each of the foregoing is One Financial Way,
Cincinnati, Ohio 45242.

During the last fiscal year, ONESCO received the following commissions and other
compensation, directly or indirectly, from the Registrant:

   
<TABLE>
<CAPTION>
Net Underwriting     Compensation
Discounts and        on Redemption        Brokerage
Commissions          or Annuitization     Commissions     Compensation
- -----------          ----------------     -----------     ------------
<S>                  <C>                  <C>             <C>
$2,461,096               None                 None            None
</TABLE>
    

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

The books and records of the Registrant which are required under Section 31(a)
of the 1940 Act and Rules thereunder are maintained in the possession of the
following persons:

(1)   Journals and other records of original entry:

      The Ohio National Life Insurance Company ("Depositor")
      One Financial Way
      Cincinnati, Ohio  45242


                                       -7-


<PAGE>   52


      Star Bank, N.A. ("Custodian")
      425 Walnut Street
      Cincinnati, Ohio 45202

(2)   General and auxiliary ledgers:

      Depositor and Custodian

(3)   Securities records for portfolio securities:

      Custodian

(4)   Corporate charter, by-laws and minute books:

      Registrant has no such documents.

(5)   Records of brokerage orders:

      Not applicable.

(6)   Records of other portfolio transactions:

      Custodian

(7)   Records of options:

      Not applicable

(8)   Records of trial balances:

      Custodian

(9)   Quarterly records of allocation of brokerage orders and commissions:

      Not applicable

(10)  Records identifying persons or group authorizing portfolio transactions:

      Depositor

(11)  Files of advisory materials:

      Not applicable

(12)  Other records

      Custodian and Depositor

ITEM 3l.  MANAGEMENT SERVICES

Not applicable.

ITEM 32.  UNDERTAKINGS AND REPRESENTATIONS

Pursuant to Section 26(e)(2)(A) of the Investment Company Act of 1940, as
amended, The Ohio National Life Insurance Company represents that the fees and
charges deducted under the contract, in the aggregate, are


                                       -8-
<PAGE>   53
reasonable in relation to the services rendered, the expenses expected to be
incurred and the risks assumed by The Ohio National Life Insurance Company.


                                       -9-
<PAGE>   54



                                   SIGNATURES


   
As required by the Securities Act of 1933 and the Investment Company Act of
l940, the registrant, Ohio National Variable Account A certifies that it meets
the requirements of Securities Act Rule 485(b) for effectiveness of this
registration statement and has caused this post-effective amendment to the
registration statement to be signed on its behalf in the City of Cincinnati and
the State of Ohio on this 25th day of April, 1997.
    

                             OHIO NATIONAL VARIABLE ACCOUNT A
                                       (Registrant)

                             By THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                                         (Depositor)


                             By  /s/ Donald J. Zimmerman
                                 ------------------------------------------
                                 Donald J. Zimmerman, Senior Vice President,
                                            Insurance Operations

Attest:

/s/ Ronald L. Benedict
- ------------------------------------
Ronald L. Benedict
Second Vice President and Counsel
and Assistant Secretary

   
As required by the Securities Act of 1933 and the Investment Company Act of
l940, the depositor, The Ohio National Life Insurance Company, has caused this
post-effective amendment to the registration statement to be signed on its
behalf in the City of Cincinnati and the State of Ohio on the 25th day of
April, 1997.
    

                             THE OHIO NATIONAL LIFE INSURANCE COMPANY
                                          (Depositor)


                             By  /s/ Donald J. Zimmerman
                                 ------------------------------------------
                                 Donald J. Zimmerman, Senior Vice President,
                                            Insurance Operations

Attest:


/s/ Ronald L. Benedict
- ---------------------------------
Ronald L. Benedict
Second Vice President and Counsel
and Assistant Secretary


<PAGE>   55


As required by the Securities Act of 1933, this post-effective amendment to the
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

   
<TABLE>
<CAPTION>
Signature                    Title                          Date
- ---------                    -----                          ----
<S>                          <C>                            <C> 
/s/David B. O'Maley          Chairman, President,           April 25, 1997
 David B. O'Maley            Chief Executive Officer
                             and Director


*/s/Dale P. Brown             Director                      April 25, 1997
 Dale P. Brown


*/s/Jack E. Brown             Director                      April 25, 1997
 Jack E. Brown


*/s/William R. Burleigh       Director                      April 25, 1997
 William R. Burleigh


*/s/Victoria B. Buyniski      Director                      April 25, 1997
 Victoria B. Buyniski


*/s/Raymond R. Clark          Director                      April 25, 1997
 Raymond R. Clark


*/s/Alvin H. Crawford         Director                      April 25, 1997
 Alvin H. Crawford


*/s/Bannus B. Hudson          Director                      April 25, 1997
 Bannus B. Hudson


*/s/Daniel W. LeBlond         Director                      April 25, 1997
 Daniel W. LeBlond


*/s/Charles S. Mechem, Jr.    Director                      April 25, 1997
 Charles S. Mechem, Jr.


*/s/James W. Nethercott       Director                      April 25, 1997
 James W. Nethercott


*/s/Oliver W. Waddell         Director                      April 25, 1997
 Oliver W. Waddell
</TABLE>
    


<PAGE>   56


   
<TABLE>
<S>                          <C>                            <C> 
*/s/Bradley L. Warnemunde    Chairman Emeritus and          April 25, 1997
 Bradley L. Warnemunde       Director


/s/Donald J. Zimmerman       Senior Vice President,         April 25, 1997
 Donald J. Zimmerman         Insurance Operations &
                             Secretary and Director
</TABLE>
    


*By /s/Donald J. Zimmerman
    Donald J. Zimmerman, Attorney in Fact pursuant to Powers of Attorney,
    copies of which have previously been filed as exhibits to the Registrant's
    registration statement.


<PAGE>   57


                         INDEX OF CONSENTS AND EXHIBITS

   
<TABLE>
<CAPTION>
                                                                Page Number in
Exhibit                                                         Sequential
Number          Description                                     Numbering System
- ------          -----------                                     ----------------
<S>             <C>
                Consent of KPMG Peat Marwick LLP
</TABLE>
    


<PAGE>   58


                                    CONSENTS


<PAGE>   59


                         INDEPENDENT AUDITORS' CONSENT

The Board of Directors
The Ohio National Life Insurance Company:

   
We consent to the inclusion of our reports included herein and to the reference
to our firm under the heading "Independent Certified Public Accountants" in the
Statement of Additional Information. 
    


                                                   KPMG Peat Marwick LLP

   
Cincinnati, Ohio
April 25, 1997
    



<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073981
<NAME> OHIO NATIONAL VARIABLE ACCOUNT A
<SERIES>
   <NUMBER> 001
   <NAME> EQUITY
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       61,446,978
<INVESTMENTS-AT-VALUE>                      89,459,131
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              89,459,131
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      421,946
<TOTAL-LIABILITIES>                            421,946
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        2,278,952
<SHARES-COMMON-PRIOR>                        1,937,882
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                89,037,185
<DIVIDEND-INCOME>                            3,309,014
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<NET-CHANGE-FROM-OPS>                       12,573,354
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<NUMBER-OF-SHARES-REDEEMED>                  5,781,219
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<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073981
<NAME> OHIO NATIONAL VARIABLE ACCOUNT A
<SERIES>
   <NUMBER> 002
   <NAME> MONEY MARKET
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        5,794,782
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<INTEREST-INCOME>                                    0
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<NET-INVESTMENT-INCOME>                        212,920
<REALIZED-GAINS-CURRENT>                       (4,499)
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<EQUALIZATION>                                       0
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073981
<NAME> OHIO NATIONAL VARIABLE ACCOUNT A
<SERIES>
   <NUMBER> 003
   <NAME> BOND
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
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<DIVIDEND-INCOME>                              318,092
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<EQUALIZATION>                                       0
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<NUMBER-OF-SHARES-REDEEMED>                    743,105
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<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073981
<NAME> OHIO NATIONAL VARIABLE ACCOUNT A
<SERIES>
   <NUMBER> 004
   <NAME> OMNI
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       44,581,453
<INVESTMENTS-AT-VALUE>                      58,137,874
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<SENIOR-EQUITY>                                      0
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<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
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<DIVIDEND-INCOME>                            2,223,475
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<ACCUMULATED-NII-PRIOR>                              0
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<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073981
<NAME> OHIO NATIONAL VARIABLE ACCOUNT A
<SERIES>
   <NUMBER> 005
   <NAME> INTERNATIONAL
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       41,981,108
<INVESTMENTS-AT-VALUE>                      47,781,648
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
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<SENIOR-EQUITY>                                      0
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<SHARES-COMMON-PRIOR>                        2,300,675
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<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
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<NET-ASSETS>                                47,781,648
<DIVIDEND-INCOME>                            2,272,474
<INTEREST-INCOME>                                    0
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<APPREC-INCREASE-CURRENT>                    2,790,398
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<EQUALIZATION>                                       0
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<ACCUMULATED-NII-PRIOR>                              0
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<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073981
<NAME> OHIO NATIONAL VARIABLE ACCOUNT A
<SERIES>
   <NUMBER> 6
   <NAME> CAPITAL APPRECIATION
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        9,648,460
<INVESTMENTS-AT-VALUE>                      10,651,100
<RECEIVABLES>                                        0
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<TOTAL-ASSETS>                              10,651,100
<PAYABLE-FOR-SECURITIES>                             0
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<SENIOR-EQUITY>                                      0
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<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
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<NET-ASSETS>                                10,651,100
<DIVIDEND-INCOME>                              383,454
<INTEREST-INCOME>                                    0
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<REALIZED-GAINS-CURRENT>                        19,693
<APPREC-INCREASE-CURRENT>                      711,617
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<EQUALIZATION>                                       0
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073981
<NAME> OHIO NATIONAL VARIABLE ACCOUNT A
<SERIES>
   <NUMBER> 7
   <NAME> SMALL CAP
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073981
<NAME> OHIO NATIONAL VARIABLE ACCOUNT A
<SERIES
   [NUMBER]  8
   [NAME]  GLOBAL CONTRARIAN
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000073981
<NAME> OHIO NATIONAL VARIABLE ACCOUNT A
<SERIES>
   <NUMBER> 9
   <NAME> AGGRESSIVE GROWTH
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        2,763,695
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<EQUALIZATION>                                       0
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 7
<CIK> 0000927140
<NAME> OHIO NATIONAL LIFE INSURANCE CO.
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<S>                             <C>
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                                0
                                          0
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                                     207,715
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</TABLE>


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