OHIO NATIONAL VARIABLE ACCOUNT A, 485APOS, 1998-03-02

OHIO NATIONAL VARIABLE ACCOUNT A
485APOS, 1998-03-02

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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. 10 /X/

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
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, Corporate Vice President, Counsel and Secretary
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.

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

immediately upon filing pursuant to paragraph (b)
---
on (date) pursuant to paragraph (b)
---
60 days after filing pursuant to paragraph (a)(i)
---
X on May 1, 1998 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 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 or 408A 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 $1,000,000.

The net purchase payment (after the deduction of any applicable state premium
tax) is allocated to one or more (but not more than 10 variable) 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, 1998. 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, 1998

<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
The Year 2000 Issue
Appendix: Loans Under Tax-Sheltered Annuities(VAA only)
Guaranteed Account
Financial Statements for Ohio National Life and VAA or VAB

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 - Subdivisions of VAA or VAB, each of which invests exclusively in
shares of a designated portfolio of the Fund.

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
"Purchase and Redemption of Shares" in 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 ...................... 0.53% 0.14% 0.67%
Money Market* ............... 0.25% 0.13% 0.38%
Bond ........................ 0.60% 0.18% 0.78%
Omni ........................ 0.55% 0.16% 0.71%
International ............... 0.90% 0.32% 1.22%
Capital Appreciation ........ 0.80% 0.15% 0.95%
Small Cap ................... 0.80% 0.14% 0.94%
Global Contrarian ........... 0.90% 0.42% 1.32%
Aggressive Growth ........... 0.80% 0.17% 0.97%
Core Growth ............... 0.95% 0.16% 1.11%
Growth & Income ........... 0.85% 0.10% 0.95%
S&P 500 Index ............. 0.40% 0.12% 0.52%
Social Awareness .......... 0.60% 0.35% 0.95%
</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 $72 $90 $107 $187
Money Market* 69 81 92 155
Bond 73 93 113 199
Omni 72 91 109 191
International 77 106 135 245
Capital Appreciation 75 98 121 217
Small Cap 75 98 121 216
Global Contrarian 78 109 140 255
Aggressive Growth 75 98 122 219
Core Growth 76 103 129 234
Growth & Income 75 98 121 217
S&P 500 Index 71 85 99 170
Social Awareness 75 98 121 217
</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 $16 $50 $86 $187
Money Market* 13 41 70 155
Bond 17 53 91 199
Omni 16 51 88 191
International 22 66 114 245
Capital Appreciation 19 58 100 217
Small Cap 19 58 100 216
Global Contrarian 23 69 119 255
Aggressive Growth 19 59 101 219
Core Growth 20 63 108 234
Growth & Income 19 58 100 217
S&P 500 Index 14 45 78 170
Social Awareness 19 58 100 217
</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.
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSE. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE shown. Note that the
expense amounts shown in the examples are aggregate amounts for the total
number of years indicated. Neither the table nor the examples reflect any
premium taxes that may apply to a contract, which currently range from 0% to
3.5%. The above table and examples 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 0.43%, and its expenses would total $70 for a $1,000 contract
surrendered at the end of 1 year, $82 if surrendered at the end of 3 years, $95
if surrendered at the end of 5 years or $160 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, $42 for 3 years, $73 for 5 years or $160 for 10 years.

***The Mortality and Expense risk fees may be changed at any time, but may not
be increased to more than 1.55%. Ohio National Life has agreed that the fees
will not be increased on any contract issued pursuant to this prospectus. See
Deduction for Risk Undertakings, page 8.

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
1997 15.042658 17.616774 709,738 488,396
---- ---------- ---------- ------- ------
</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
1997 11.296489 11.797028 179,630 72,534
---- ---------- ---------- ------- ------
</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
1997 11.439849 12.390067 95,905 98,784
---- ---------- ---------- ------ ------
</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
1997 13.930650 16.311837 699,223 513,134
---- ---------- ---------- ------- ------
</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
1997 14.628252 14.804324 876,940 770,712
---- ---------- ---------- ------- ------
</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
1997 14.484990 16.536198 454,490 333,645
---- ---------- ---------- ------- ------
</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
1997 18.535631 19.926004 377,837 238,023
---- ---------- ---------- ------- ------
</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
1997 12.015818 13.297985 180,385 216,928
---- ---------- ---------- ------- ------
</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
1997 12.592390 14.043267 139,155 110,592
---- ---------- ---------- ------- ------
</TABLE>

<TABLE>
<CAPTION>
CORE GROWTH SUBACCOUNT

<TABLE>
<CAPTION>
GROWTH & INCOME SUBACCOUNT

<TABLE>
<CAPTION>
S&P 500 INDEX SUBACCOUNT

<TABLE>
<CAPTION>
SOCIAL AWARENESS SUBACCOUNT

* 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. Core
Growth, Growth & Income, S&P 500 Index and Social Awareness subaccounts
commenced on January 3, 1997.

** The current annualized yield of the Money Market subaccount for the seven
days ended December 31, 1997, was 4.59%.

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 $6.3 billion and
equity in excess of $600 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. However, contract values may not be allocated to
more than 10 variable subaccounts at any one time. 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, LLC
(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. ("ONEQ," another
wholly-owned subsidiary of Ohio National Life), which is the principal
underwriter of the contracts. Ohio National Life pays ONEQ 5.25% of purchase
payments.

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<PAGE> 12

ONEQ 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 may not
be included in amounts on which the 5.25% sales compensation will be paid to
ONEQ. 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
ONEQ, 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. The charge will
not be imposed when the values of one or more contracts owned by the trustee of
a retirement plan qualifying under Section 401, 403(b) or 457 of the Code are
transferred to a group annuity contract issued by Ohio National Life. If the
contract owner uses values of at least $250,000 from an Ohio National Life
fixed annuity to provide the purchase payment for a contract offered by this
prospectus, this contract will be treated (for purposes of determining the
contingent deferred sales charge) as if it were issued at the same time as the
fixed annuity and as if the purchase payment made for the fixed annuity had
been made for this contract.

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. However, Ohio National Life has agreed that the
deduction for these risk undertakings for contracts purchased on and after
November 1, 1997 shall not be increased to more than the rate in effect at the
time the contract is issued. Ohio National Life may discontinue this limitation
on its right to increase the deduction, but only as to contracts purchased
after notice of such discontinuance. 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.

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<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. The deduction for premium taxes will be made when incurred.
Normally, that is not until annuity payments begin. However, in Kansas, South
Dakota and Wyoming, they are presently being deducted from purchase payments.

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 $1,000,000. 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

Application forms or orders, together with 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 all
information necessary for issuing a contract and processing the purchase
payment are complete. If this cannot be done 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 necessary information is completed. After that, the purchase
payment will be credited within two business days.

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<PAGE> 14
ALLOCATION OF THE PURCHASE PAYMENT

You may direct the allocation of your purchase payment among up to 10 variable
subaccounts of VAA or VAB and the Guaranteed Account. The amount allocated to
any subaccount or the Guaranteed 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.)

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<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 Account, or (b) from the Guaranteed
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
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 Guaranteed Account, in
anticipation of retirement, in order to reduce the risk of making a single
transfer during a low market.

TELEACCESS

If the contract owner first submits a pre-authorization form to Ohio National
Life, contract and unit values and interest rates can be checked and transfers
may be made by telephoning Ohio National Life between 7:00 a.m. and 7:00 p.m.
(Eastern time) on days that it is open for business, at 1-800-366-6654, #8. Ohio
National Life will honor pre-authorized telephone transfer instructions from
anyone who is able to provide the personal identifying information requested via
TeleAccess. Telephone transfer requests will not be honored after the
annuitant's death. For added security, transfers are confirmed in writing sent
to the owner on the next business day. However, if a transfer cannot be
completed as requested, a customer service representative will contact the owner
in writing sent within 48 hours of the TeleAccess request.

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<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. (This death benefit is not available on any contract
purchased through a bank located in Puerto Rico.) 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 modified by
applicable state law or it may be waived by mutual agreement between Ohio
National Life and the owner.

The contracts include Ohio National Life's assurance (except for option 1(e),
below) that annuity payments will be paid for the lifetime of the annuitant (and
joint annuitant, if any) 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.

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<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 Life 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.

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<PAGE> 18

If the amount to be applied under an option is less than $5,000, the option
shall not be available and the 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 calendar quarter, 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.

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<PAGE> 19
PERIODIC REPORTS

Ohio National Life will furnish each owner, once each six months 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 half year. 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 1-800-366-6654 (8:30 a.m. to 4:30 p.m., Eastern time).

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 or mutual funds with investment
objectives similar to those of the subaccounts.

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.

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<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 contract 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; (7) incident to divorce, or (8) taken from an IRA for
a qualified first-time home purchase (up to $10,000) or qualified education
expense. 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 (special rules apply for plan terminations).
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. Five-year averaging will
no longer be available after 1999 except for certain grandfathered individuals.
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 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 $30,000, with the amount of IRA contribution
which may be deducted reduced proportionately for Adjusted Gross Income between
$30,000-$40,000. For married couples filing jointly, the applicable dollar
limitation is $50,000, with the amount of IRA contribution which may be
deducted reduced proportionately for Adjusted Gross Income between
$50,000-$60,000. There is no deduction allowed for IRA contributions when
Adjusted Gross Income reaches $40,000 for individuals and $60,000 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.

Section 408A of the Code provides for a special type of IRA called a Roth IRA.
No tax deduction is allowed for contributions to a Roth IRA, but assets grow
on a tax-deferred basis. Under certain circumstances, withdrawals from a Roth
IRA can be excludable from income. Eligibilty for a Roth IRA is based on
adjusted gross income and filing status. Special rules apply which allow
traditional IRAs to be rolled over or converted to a Roth IRA.

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 $10,000 for 1998. 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.
New salary-reduction SEPPs may not be established after 1996.

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, your Savings
Incentive Match Plan for Employees (SIMPLE) IRA, 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
Variable Annuity Administration
P. O. Box 2669
Cincinnati, Ohio 45201
Telephone: 1-800-366-6654 - 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 are 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 $30,000, with the amount of IRA contribution which may be
deducted reduced proportionately for Adjusted Gross Income between
$30,000-$40,000. For married couples filing jointly, the applicable dollar
limitation is $50,000, with the amount of IRA contribution which may be
deducted reduced proportionately for Adjusted Gross Income between
$50,000-$60,000. There is no deduction allowed for IRA contributions when
Adjusted Gross Income reaches $40,000 for individuals and $60,000 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 $10,000 for 1998.
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. New salary-reduction SEPPs may not be established after 1996.

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 $24,000. 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 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 within 5
years of death, or applied to purchase an immediate annuity for the
beneficiary. This annuity must be payable over the life expectancy of the
beneficiary beginning 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.

ROTH IRAs

Section 408A of the Code now permits eligible individuals to contribute to a
type of IRA known as a "Roth IRA." Contributions may be made to a Roth IRA by
taxpayers with adjusted gross incomes of less than $160,000 for married
individuals filing jointly and less than $100,000 for single individuals.
Married individuals filing separately are not eligible to contribute to a Roth
IRA. The maximum amount of contributions allowable for any taxable year to all
Roth IRAs maintained by an individual is generally the lesser of $2,000 and 100%
of compensation for that year (the $2,000 limit is phased out for incomes
between $150,000 and $160,000 for married and between $95,000 and $110,000 for
singles). The contribution limit is reduced by the amount of any contributions
made to a non-Roth IRA. Contributions to a Roth IRA are not deductible.

For taxpayers with adjusted gross income of $100,000 or less, all or part of
amounts in a non-Roth IRA may be converted, transferred or rolled over to a Roth
IRA. Some or all of the IRA value will typically be includable in the taxpayer's
gross income. If such a rollover, transfer or conversion occurs before 1/1/99,
the portion of the amount includable in gross income must be included in income
ratably over the next four years beginning with the year in which the
transaction occurred. Provided a rollover contribution meets the requirements
for IRAs under Section 408(d)(3) of the Code, a rollover may be made from a Roth
IRA to another Roth IRA.

UNDER SOME CIRCUMSTANCES, IT MAY NOT BE ADVISABLE TO ROLL OVER, TRANSFER OR
CONVERT ALL OR PART OF A NON-ROTH IRA TO A ROTH IRA. PERSONS CONSIDERING A
ROLLOVER, TRANSFER OR CONVERSION SHOULD CONSULT THEIR OWN TAX ADVISOR.

"Qualified distributions" from a Roth IRA are excludable from gross income. A
"qualified distribution" is a distribution that satisfies two requirements: (1)
the distribution must be made (a) after the owner of the IRA attains age 59 1/2;
(b) after the owner's death; (c) due to the owner's disability; or (d) for a
qualified first time homebuyer distribution within the meaning of Section
72(t)(2)(F) of the Code; and (2) the distribution must be made in the year that
is at least five years after the first year for which a contribution was made to
any Roth IRA established for the owner or five years after a rollover, transfer
or conversion was made from a non-Roth IRA to a Roth IRA. Distributions from a
Roth IRA that are not qualified distributions will be treated as made first from
contributions and then from earnings, and taxed generally in the same manner as
distributions from a non-Roth IRA.

Distributions from a Roth IRA need not commence at age 70 1/2. However, if the
owner dies before the entire interest in a Roth IRA is distributed, any
remaining interest in the contract must be distributed by December 31 of the
calendar year containing the fifth anniversary of the owner's death subject to
certain exceptions.

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<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, 1998

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, 1998. 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
The Year 2000 Issue ........................... 4
Appendix:
Loans Under Tax-sheltered Annuities .. 5
Guaranteed Account ................... 5
Financial Statements .......................... 7

"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, 1997 and for the periods
indicated herein and Ohio National Life's consolidated financial statements
as of December 31, 1997 and 1996 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>
1997 $ $
1996 2,461,096 239,957
1995 1,645,426 151,215
</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. Its aggregate and retained commissions have been:

<TABLE>
<CAPTION>
Aggregate Retained
Year Commissions Commissions
---- ----------- -----------
<S> <C> <C>
1997 $ $
</TABLE>

-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, 1997, was 4.59%. 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, 1997, 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 17.11% 14.24% 12.60% 10.08% 10-06-69
Money Market 4.43% 3.64% 4.59% 6.34% 03-20-80
Bond 8.31% 6.52% 7.34% 7.73% 11-02-82
Omni 17.09% 12.46% 11.56% 11.05% 09-10-84
International 1.20% N/A N/A 12.02% 04-30-93
Capital Appreciation 14.16% N/A N/A 14.70% 05-01-94
Small Cap 7.50% N/A N/A 20.68% 05-01-94
Global Contrarian 10.67% N/A N/A 10.93% 03-31-95
Aggressive Growth 11.52% N/A N/A 13.15% 03-31-95
Core Growth N/A N/A N/A (3.95%) 01-03-97
Growth & Income N/A N/A N/A 35.63% 01-03-97
S&P 500 Index N/A N/A N/A 30.80% 01-03-97
Social Awareness N/A N/A N/A 24.51% 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.

The Year 2000 Issue

Ohio National Life has considered the impact on its business of "Year 2000"
issues. It has developed a remedial plan for its computer systems and
applications. Conversion activities are presently in process and Ohio National
Life expects conversion testing and implementation to be completed by December
31, 1998. While Ohio National Life has been assured by suppliers of financial
services (including underlying mutual funds, custodians, transfer agents and
accounting agents) that their systems either are already compliant or will be so
by December 31, 1998, Ohio National Life's internal auditors and independent
public accountants intend to independently test those systems (other than
systems of unaffiliated mutual funds and their suppliers) to verify their
compliance. The failure of Ohio National Life or one of its suppliers to achieve
timely and complete compliance could materially impair Ohio National Life's
ability to conduct its business, including its ability to accurately and timely
value interests in the contracts.

-4-
<PAGE> 31
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 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 ACCOUNT

The Guaranteed 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 Account is not registered under the Securities Act of 1933.
The Guaranteed Account is not registered as an investment company under the
1940 Act. Accordingly, neither the Guaranteed 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 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 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 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.

-5-
<PAGE> 32

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 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 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 Account for a period not to exceed six
months from the date written request for such withdrawal is received by Ohio
National Life.

-6-
<PAGE> 33

OHIO NATIONAL VARIABLE ACCOUNT A

Form N-4

PART C

OTHER INFORMATION

<PAGE> 34

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements of the Registrant are to be included in
Part B of this Registration Statement and will be furnished by a
post-effective amendment hereto:

Independent Auditors' Report of KPMG Peat Marwick LLP dated January 30, 1998

Statements of Assets and Contract Owners' Equity dated December 31, 1997

Statement of Operations and Changes in Contract Owners' Equity for the Years
Ended December 31, 1997 and 1996

Notes to Financial Statements dated December 31, 1997

Schedules of Changes in Unit Values for the Years Ended December 31, 1997
and 1996

The following consolidated financial statements of the Depositor and its
subsidiaries are also to be included in Part B of this Registration Statement
and will be furnished by a post-effective amendment hereto:

Independent Auditors' Report of KPMG Peat Marwick LLP dated February _, 1998

Consolidated Balance Sheets dated December 31, 1997 and 1996

Consolidated Statements of Income for the Years Ended December 31, 1997,
1996 and 1995

Consolidated Statements of Equity for the Years Ended December 31, 1997,
1996 and 1995

Consolidated Statements of Cash Flows for the Years Ended December 31, 1997,
1996 and 1995

Notes to Consolidated Financial Statements dated December 31, 1997, 1996 and
1995

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

Accumulation Unit Values

Consents of the Following Persons:

Not applicable

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).

(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> 35

(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. 22 (File No. 2-91213).

(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> 36

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Depositor
- ---------------- --------------
<S> <C>

Neil A. Armstrong Director
4635 Drake Road
Cincinnati, Ohio 45243

Trudy K. Backus* Vice President, Individual Insurance Services

Thomas A. Barefield* Senior Vice President, Institutional Sales

Howard C. Becker* Senior Vice President, Individual Insurance &
Corporate Services

Ronald L. Benedict* Corporate Vice President, Counsel and Secretary

Michael A. Boedeker* Vice President, Fixed Income Securities

Robert A. Bowen* Senior Vice President, Information Systems

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* Vice President, Information Systems

Michael F. Haverkamp* Vice President and Counsel

John A. Houser III* Vice President, Claims

</TABLE>

-3-

<PAGE> 37

<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Depositor
- ---------------- --------------
<S> <C>
Bannus B. Hudson Director
One Eastwood Drive
Cincinnati, Ohio 45227

David G. McClure* Vice President, Variable Product Sales

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

Stephen T. Williams* Vice President, Equity Investments
</TABLE>

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

-4-
<PAGE> 38

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
THE OHIO NATIONAL LIFE INSURANCE COMPANY/CINCINNATI
A MUTUAL LIFE INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF OHIO
- --------------------------------------------------------------------------------

<S> <C>
- ------------------------------- -----------------------------
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. T. Backus

Treas. & Dir. P. Bergmann VP & Dir. J. Miller

Secretary & Dir. R. Benedict

Treasurer K. Jaeger

Compliance Officer J. Dunn

Asst. Secy. M. Haverkamp

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

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
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
--------------------------------

<S> <C> <C>
- ------------------------------- ------------------------------ -------------------------------------
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. M. Haverkamp Sr. VP & Dir. J. Brom
VP & Dir. M. Stohler Sr. Vice Pres. D. Cook
Secy. & Dir. R. Benedict Sr. Vice Pres. G. Smith
VP & Dir. S. Williams Vice Pres. & Treas. R. Broadwell
Director B. DiTommaso Vice President M. Boedeker
Treasurer D. Taney Vice President R. DiTommaso
Treasurer K. Jaeger Vice President T. Backus
Secretary R. Benedict Vice President G. Pearson
Compliance Director J. Dunn Vice President D. Pennington
VP K. Hanson Vice President M. Stohler
Vice Pres. J. Houser
VP D. Hundley Secy. R. Benedict
Asst. Secy. J. Fischer
VP J. Martin Asst. Actuary K. Flischel
- ------------------------------- ------------------------------ ------------------------------------
SEPARATE ACCOUNT
-------------------------------------
R
---
<CAPTION>
<= Advisor to Advisor to =>
--------------------------------------------------------
<S> <C> <C>
- ----------------------------- -------------------------------- --------------------------------
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. J. Palmer Pres. & Dir. J. Brom Pres. & Dir. J. Palmer
Vice. Pres. M. Boedeker ----- Vice President M. Boedeker
Vice Pres. J. Brom VP & Dir. M. Boedeker 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 VP & Dir. S. Willams Director R. Love
Director R. Love Director G. Castrucci
Director G. Castrucci Treasurer D. Taney Director G. Vredeveld
Director G. Vredeveld
Secretary R. Benedict

Asst. Secy. B. Hopewell
- --------------------------------- -------------------------------- ---------------------------------
</TABLE>

<PAGE> 39

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 February 16, 1998, the Registrant's contracts were owned by 20,109 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> 40

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. ("ONEQ"). ONEQ is a wholly-owned subsidiary of the Depositor.
ONEQ 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> 41

The directors and officers of ONEQ are:

<TABLE>
<CAPTION>
Name Position with ONEQ
---- ------------------
<S> <C>
David B. O'Maley Chairman and Director
John J. Palmer President & Chief Executive Officer and Director
Thomas A. Barefield Senior Vice President
Trudy K. Backus Vice President and Director
Joni L. Dunn Vice President and Compliance Officer
Ronald L. Benedict Secretary and Director
Kenneth M. Jaeger Treasurer
James I. Miller II Vice President and Director
</TABLE>

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

During the last fiscal year, ONEQ 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>
$ 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> 42

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

Not applicable.

-8-
<PAGE> 43

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
l940, the registrant, Ohio National Variable Account A 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
February, 1998.

OHIO NATIONAL VARIABLE ACCOUNT A
(Registrant)

By THE OHIO NATIONAL LIFE INSURANCE COMPANY
(Depositor)

By /s/ John J. Palmer
------------------------------------------
John J. Palmer, Senior Vice President,
Strategic Initiatives

Attest:

/s/ Ronald L. Benedict
- ------------------------------------
Ronald L. Benedict
Corporate Vice President, Counsel
and 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
February, 1998.

THE OHIO NATIONAL LIFE INSURANCE COMPANY
(Depositor)

By /s/ John J. Palmer
------------------------------------------
John J. Palmer, Senior Vice President,
Strategic Initiatives

Attest:

/s/ Ronald L. Benedict
- ------------------------------------
Ronald L. Benedict
Corporate Vice President, Counsel
and Secretary

<PAGE> 44

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, February 25, 1998
David B. O'Maley Chief Executive Officer
and Director

*s/Neil A. Armstrong Director February 25, 1998
Neil A. Armstrong

*/s/Dale P. Brown Director February 25, 1998
Dale P. Brown

*/s/Jack E. Brown Director February 25, 1998
Jack E. Brown

*/s/William R. Burleigh Director February 25, 1998
William R. Burleigh

*/s/Victoria B. Buyniski Director February 25, 1998
Victoria B. Buyniski

*/s/Raymond R. Clark Director February 25, 1998
Raymond R. Clark

*/s/Alvin H. Crawford Director February 25, 1998
Alvin H. Crawford

*/s/Bannus B. Hudson Director February 25, 1998
Bannus B. Hudson

*/s/Charles S. Mechem, Jr. Director February 25, 1998
Charles S. Mechem, Jr.

*/s/James W. Nethercott Director February 25, 1998
James W. Nethercott

*/s/Oliver W. Waddell Director February 25, 1998
Oliver W. Waddell
</TABLE>

<PAGE> 45

<TABLE>
<S> <C> <C>
*/s/Bradley L. Warnemunde Chairman Emeritus and February 25, 1998
Bradley L. Warnemunde Director

</TABLE>

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

<PAGE> 46

INDEX OF CONSENTS AND EXHIBITS

<TABLE>
<CAPTION>
Page Number in
Exhibit Sequential
Number Description Numbering System
- ------ ----------- ----------------
<S> <C>
Not applicable.
</TABLE>