OHIO NATIONAL VARIABLE ACCOUNT A, 485APOS, 1999-03-02

OHIO NATIONAL VARIABLE ACCOUNT A
485APOS, 1999-03-02

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<PAGE> 1
File No. 333-43511
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. 2 /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) of Rule 485
on (date) pursuant to paragraph (b) of Rule 485
--- 60 days after filing pursuant to paragraph (a)(i) of Rule 485
X on May 1, 1999 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 Accumulation Unit Values

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
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
20 Underwriter

21 Calculation of Money Market Subaccount Yield
Total Return

22 See Prospectus (Annuity Period)

23 Financial Statements

Caption in Part 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 Undertakings and Representations
</TABLE>
<PAGE> 4
PART A

PROSPECTUS
<PAGE> 5

PROSPECTUS

FLEXIBLE PURCHASE PAYMENT
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OHIO NATIONAL VARIABLE ACCOUNT A
THE OHIO NATIONAL LIFE INSURANCE COMPANY

One Financial Way
Montgomery, Ohio 45242
Telephone (513) 794-6100

This prospectus offers a variable annuity contract providing accumulation of
values and payment of benefits on a variable and/or fixed basis.

Variable annuities provide contract values and lifetime annuity payments that
vary with the investment results of the Funds you choose. You cannot be sure
that the contract value or annuity payments will equal or exceed your purchase
payments.

The variable annuity contracts are designed for:

- - 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,

- - 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,

- - individual retirement annuities qualifying for tax-deferred treatment under
Section 408 or 408A of the Code, (4) state and municipal deferred compensation
plans and

- - non-tax-qualified retirement plans.

The minimum initial purchase payment is $25,000. You may make additional
payments of at least $500 at any time ($300 for payroll deduction plans). We may
limit your total purchase payments to $1,000,000.

You may direct the allocation of your purchase payments to one or more (but not
more than 10) subaccounts of Ohio National Variable Account A ("VAA") and/or the
Guaranteed Account. VAA is a separate account of The Ohio National Life
Insurance Company. The assets of VAA are invested in shares of the Funds. See
page 2 for the list of available Funds. See also the accompanying prospectuses
of the Funds. The Fund prospectuses might also contain information about funds
that are not available for these contracts.

You may withdraw all or part of the contract's value before annuity payments
begin. You might incur federal income tax penalties for these early withdrawals.
Your exercise of contract rights may be subject to the terms of your qualified
employee trust or annuity plan. This prospectus contains no information
concerning your trust or plan.

You may revoke the contract, without penalty, within 10 days of receiving it (or
a longer period if required by state law).

KEEP THIS PROSPECTUS FOR FUTURE REFERENCE. IT SETS FORTH THE INFORMATION ABOUT
VAA AND THE VARIABLE ANNUITY CONTRACTS THAT YOU SHOULD KNOW BEFORE INVESTING.
ADDITIONAL INFORMATION ABOUT VAA HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN A STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1999. THE
STATEMENT OF ADDITIONAL INFORMATION IS INCORPORATED HEREIN BY REFERENCE. IT IS
AVAILABLE UPON REQUEST AND WITHOUT CHARGE BY WRITING OR CALLING US AT THE ABOVE
ADDRESS. THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION IS ON
PAGE 2.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR 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 FUND PROSPECTUSES.

MAY 1, 1999
<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<S> <C>
Available Funds............................................. 2
Fee Table................................................... 3
Financial Statements...................................... 7
Accumulation Unit Values.................................... 7
Ohio National Life........................................ 8
Ohio National Variable Account A.......................... 8
The Funds................................................. 9
Mixed and Shared Funding.................................. 9
Voting Rights............................................. 9
Distribution of Variable Annuity Contracts.................. 10
Deductions and Expenses..................................... 10
Sales Charge.............................................. 10
Contract Administration Charge............................ 10
Deduction for Administrative Expenses..................... 10
Deduction for Risk Undertakings........................... 10
Transfer Fee.............................................. 11
Deduction for State Premium Tax........................... 11
Fund Expenses............................................. 11
Description of Variable Annuity Contracts................... 11
10-Day Free Look.......................................... 11
Accumulation Period....................................... 11
Annuity Period............................................ 16
Other Contract Provisions................................. 18
Contract Owner Inquiries.................................. 18
Performance Data.......................................... 18
Federal Tax Status.......................................... 19
IRA Disclosure Statement.................................... 23

STATEMENT OF ADDITIONAL INFORMATION CONTENTS
Custodian
Independent Certified Public Accountants
Underwriter
Calculation of Money Market Subaccount Yield
Total Return
Transfer Limitations
The Year 2000 Issue
Loans under Tax-Sheltered Annuities
Financial Statements for VAA and Ohio National Life
</TABLE>
<PAGE> 7

AVAILABLE FUNDS

<TABLE>
<S> <C>
OHIO NATIONAL FUND, INC. INVESTMENT ADVISER (SUBADVISER)
Money Market Portfolio Ohio National Investments, Inc.
Bond Portfolio Ohio National Investments, Inc.
Omni Portfolio (a flexible portfolio fund) Ohio National Investments, Inc.
S&P 500 Index Portfolio Ohio National Investments, Inc.
International Portfolio (Federated Global Investment Management Corp.)
International Small Company Portfolio (Federated Global Investment Management Corp.)
Capital Appreciation Portfolio (T. Rowe Price Associates, Inc.)
Growth & Income Portfolio (Robertson Stephens Investment Management, L.P.)
Small Cap Growth Portfolio (Robertson Stephens Investment Management, L.P.)
High Income Bond Portfolio (Federated Investment Counseling)
Equity Income Portfolio (Federated Investment Counseling)
Blue Chip Portfolio (Federated Investment Counseling)
THE DOW(SM)TARGET VARIABLE FUND LLC
The Dow(SM)Target 10 Portfolios (First Trust Advisors L.P.)
GOLDMAN SACHS VARIABLE INSURANCE TRUST
Goldman Sachs Growth and Income Fund Goldman Sachs Asset Management
Goldman Sachs CORE U.S. Equity Fund Goldman Sachs Asset Management
Goldman Sachs Capital Growth Fund Goldman Sachs Asset Management
Goldman Sachs Global Income Fund Goldman Sachs Asset Management International
JANUS ASPEN SERIES
Growth Portfolio Janus Capital Corporation
International Growth Portfolio Janus Capital Corporation
Worldwide Growth Portfolio Janus Capital Corporation
Balanced Portfolio Janus Capital Corporation
J.P. MORGAN SERIES TRUST II
J.P. Morgan Small Company Portfolio J.P. Morgan Investment Management, Inc.
LAZARD RETIREMENT SERIES, INC.
Small Cap Portfolio Lazard Asset Management
Emerging Markets Portfolio Lazard Asset Management
MORGAN STANLEY DEAN WITTER UNIVERSAL
FUNDS, INC.
Fixed Income Portfolio Miller Anderson Sherrerd, LLP
Value Portfolio Miller Anderson Sherrerd, LLP
U.S. Real Estate Portfolio Morgan Stanley Dean Witter Investment Management, Inc.
Emerging Markets Debt Portfolio Morgan Stanley Dean Witter Investment Management, Inc.
SALOMON BROTHERS VARIABLE SERIES FUND, INC.
Capital Fund Salomon Brothers Asset Management, Inc.
Total Return Fund Salomon Brothers Asset Management, Inc.
Investors Fund (a capital growth fund) Salomon Brothers Asset Management, Inc.
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Growth Fund II Strong Capital Management, Inc.
Strong Opportunity Fund II
(a mid cap/small cap fund) Strong Capital Management, Inc.
Strong Schafer Value Fund II Strong Capital Management, Inc.
</TABLE>

2
<PAGE> 8

FEE TABLE

<TABLE>
<CAPTION>
CONTRACTOWNER TRANSACTION EXPENSES
----------------------------------
<S> <C>
Sales Load None
Exchange (transfer) Fee $10 (currently no charge for the first transfer
each calendar month)
Annual Contract Fee $30 (no fee if contract value exceeds $50,000)
</TABLE>

<TABLE>
<S> <C>
VAA ANNUAL EXPENSES (as a percentage of average account
value)
Mortality and Expense Risk Fees*** 1.25%
Account Fees and Expenses 0.25%
-----
Total VAA Annual Expenses 1.50%
</TABLE>

3
<PAGE> 9

FUND ANNUAL EXPENSES (after fee waiver*) (as a percentage of the Fund average
net assets)

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL FUND
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
OHIO NATIONAL FUND:
Money Market* 0.25% 0.16% 0.41%
Bond 0.58% 0.14% 0.72%
Omni 0.54% 0.11% 0.65%
S&P 500 Index 0.40% 0.09% 0.49%
International* 0.85% 0.27% 1.12%
International Small Company 1.00% 0.40% 1.40%
Capital Appreciation 0.80% 0.13% 0.93%
Growth & Income 0.85% 0.12% 0.97%
Small Cap Growth 0.90% 0.40% 1.30%
High Income Bond 0.75% 0.05% 0.80%
Equity Income 0.75% 0.43% 1.18%
Blue Chip 0.90% 0.32% 1.22%
DOW TARGET VARIABLE FUND LLC:
Dow Target 10** 0.60% 0.15% 0.75%
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income* 0.75% 0.15% 0.90%
Goldman Sachs CORE U.S. Equity* 0.70% 0.10% 0.80%
Goldman Sachs Capital Growth* 0.75% 0.15% 0.90%
Goldman Sachs Global Income* 0.90% 0.15% 1.05%
JANUS ASPEN SERIES:
Growth* 0.65% 0.05% 0.70%
International Growth* 0.67% 0.29% 0.96%
Worldwide Growth* 0.66% 0.08% 0.74%
Balanced* 0.76% 0.07% 0.83%
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company* (1.68%) 2.83% 1.15%
LAZARD RETIREMENT SERIES, INC.:
Small Cap* (14.95%) 16.20% 1.25%
Emerging Markets* (12.77%) 14.37% 1.60%
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income* (0.61%) 1.31% 0.70%
Value* (0.40%) 1.32% 0.85%
U.S. Real Estate* (0.32%) 1.52% 1.10%
Emerging Markets Debt* 0.04% 1.26% 1.52%
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital* (1.26%) 2.26% 1.00%
Total Return* (0.90%) 1.90% 1.00%
Investors* (0.70%) 1.07% 1.00%
STRONG VARIABLE INSURANCE FUNDS, INC.:
Strong Growth II 1.00% 0.20% 1.20%
Strong Opportunity II 1.00% 0.10% 1.16%
Strong Schafer Value II 1.00% 0.20% 1.20%
</TABLE>

4
<PAGE> 10

EXAMPLE -- You would pay the following aggregate expenses on a $1,000 investment
in each Fund, assuming a 5% annual return:

<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND, INC.:
Money Market* $19 $ 60 $103 $223
Bond 23 69 119 255
Omni 22 67 115 248
S&P 500 Index 20 62 107 232
International* 27 81 139 295
International Small Company 29 90 153 322
Capital Appreciation 25 76 130 277
Growth & Income 24 74 126 271
Small Cap Growth 26 79 136 289
High Income Bond 23 72 123 264
Equity Income 27 83 142 301
Blue Chip 28 84 144 305
DOW TARGET VARIABLE FUND LLC:
Dow Target 10** 23 70 120 258
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income* 24 75 128 274
Goldman Sachs CORE U.S. Equity* 23 72 123 264
Goldman Sachs Capital Growth* 24 75 128 274
Goldman Sachs Global Income* 26 79 136 289
JANUS ASPEN SERIES:
Growth* 22 68 117 251
International Growth* 24 74 126 270
Worldwide Growth* 23 69 119 255
Balanced* 23 70 120 257
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company* 27 82 141 298
LAZARD RETIREMENT SERIES, INC.
Small Cap* 28 85 145 308
Emerging Markets* 31 96 163 341
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income* 22 69 118 253
Value* 24 73 126 269
U.S. Real Estate* 26 81 138 293
Emerging Markets Debt* 31 93 159 334
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital* 25 78 133 284
Total Return* 25 78 133 284
Investors* 25 78 133 284
STRONG VARIABLE INSURANCE FUNDS, INC.:
Strong Growth II 27 84 143 303
Strong Opportunity II 27 83 141 299
Strong Schafer Value II 27 84 143 303
</TABLE>

5
<PAGE> 11

*The investment advisers of certain Funds are voluntarily waiving part or all of
their management fees in order to reduce total Fund expenses. Where the
management fee is shown as a negative, the investment adviser is further
reimbursing the Fund. Without those waivers and reimbursements, the management
fees would be as follows:

<TABLE>
<S> <C>
OHIO NATIONAL FUND, INC.
Money Market 0.30%
International 0.90%
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income 0.75%
Goldman Sachs CORE U.S. Equity 0.70%
Goldman Sachs Capital Growth 0.75%
Goldman Sachs Global Income 0.90%
JANUS ASPEN SERIES GROWTH 0.74%
International Growth 0.72%
Worldwide Growth 0.77%
Balanced 0.77%
J.P. MORGAN SERIES TRUST II
J.P. Morgan Small Company 0.60%
LAZARD RETIREMENT SERIES, INC.
Small Cap 1.20%
Emerging Markets 1.20%
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
Fixed Income 0.40%
Value 0.55%
U.S. Real Estate 0.80%
Emerging Markets Debt 0.80%
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital 1.00%
Total Return 0.80%
Investors 0.75%
</TABLE>

EXAMPLE -- Without the voluntary fee waivers, you would pay the following
aggregate expenses on a $1,000 investment in each Fund , assuming 5% annual
return:

6
<PAGE> 12

<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
LAZARD RETIREMENT SERIES, INC.:
Small Cap 166 437 643 970
Emerging Markets 150 403 604 944
Morgan Stanley Dean Witter Universal Funds, Inc.
Fixed Income 26 79 135 253
Value 29 87 149 315
U.S. Real Estate 33 100 169 353
Emerging Markets Debt 36 109 184 382
Salomon Brothers Variable Series Fund, Inc.:
Capital 48 143 239 482
Total Return 44 133 223 453
Investors 36 109 185 384
</TABLE>

**The "Other Expenses" (and, accordingly, the Total Fund Expenses) for these
Funds are based on estimates.

***The Mortality and Expense Risk fees may be changed at any time, but may not
presently be increased to more than 0.65% and for contracts issued in the future
to more than 1.55%.

The purpose of the above table is to help you to understand the costs and
expenses that you 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. In the
examples, the annual fee is treated as if it were deducted as a percentage of
assets, based upon the average account value for all contracts, including ones
from which a portion of the contract fee may be paid from amounts invested in
the Guaranteed Account. Neither the table nor the examples reflect any premium
taxes that may apply to a contract. These 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 we may offer. For
further details, see Deduction for State Premium Tax, page 12.

FINANCIAL STATEMENTS

The complete financial statements of VAA and Ohio National Life, including the
Independent Auditors' Reports for them, are included in the Statement of
Additional Information.

ACCUMULATION UNIT VALUES

This series of variable annuity contracts began on May 1, 1998. The Dow Target
Variable Fund was first used in these contracts January 6, 1999. Ohio National
Fund International Small Company Portfolio and Lazard Retirement Series, Small
Cap and Emerging Markets Portfolios were first used in these contracts May
1,1999.

7
<PAGE> 13

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT NUMBER OF UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------- ----------------- ------------- ---------------
<S> <C> <C> <C> <C>
Blue Chip 1998 $10.000000 $10.134253 2,508
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth & Income 1998 $10.000000 $ 8.842262 10,579
Goldman Sachs CORE U.S. Equity 1998 $10.000000 $10.178701 13,701
Goldman Sachs Capital Growth 1998 $10.000000 $11.183295 0
Goldman Sachs Global Income 1998 $10.000000 $10.562975 0
JANUS ASPEN SERIES:
Growth 1998 $10.000000 $11.550278 7,103
International Growth 1998 $10.000000 $ 9.866798 0
Worldwide Growth 1998 $10.000000 $10.498008 2,063
Balanced 1998 $10.000000 $11.619511 10,515
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company 1998 $10.000000 $ 8.326677 11,686
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS:
Fixed Income 1998 $10.000000 $10.442562 3,925
Value 1998 $10.000000 $ 8.793779 0
U.S. Real Estate 1998 $10.000000 $ 8.935176 0
Emerging Markets Debt 1998 $10.000000 $ 6.715933 0
SALOMON BROTHERS VARIABLE SERIES FUND:
Capital 1998 $10.000000 $10.660198 3,518
Total Return 1998 $10.000000 $ 9.998263 3,757
Investors 1998 $10.000000 $10.125357 4,237
STRONG VARIABLE INSURANCE:
Strong Growth II 1998 $10.000000 $11.518881 0
Strong Opportunity II 1998 $10.000000 $ 9.534784 42,277
Strong Schafer Value II 1998 $10.000000 $ 9.386490 0
</TABLE>

OHIO NATIONAL LIFE

Ohio National Life was organized under the laws of Ohio in 1909. We write life,
accident and health insurance and annuities in 47 states, the District of
Columbia and Puerto Rico. Currently we have assets in excess of $6.5 billion and
equity in excess of $600 million. Our home office is located at One Financial
Way, Montgomery, Ohio 45242. We are a stock life insurance company ultimately
owned by a mutual insurance holding company (Ohio National Mutual Holdings,
Inc.). Our policyholders own the majority voting interest of the holding
company.

OHIO NATIONAL VARIABLE ACCOUNT A

We established VAA in 1969 as a separate account for funding variable annuity
contracts. Purchase payments for the variable annuity contracts are allocated to
one or more subaccounts of VAA. 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 are credited to or charged
against VAA without regard to our other income, gains or losses. The assets
maintained in VAA will not be charged with any liabilities arising out of any of
our other business. Nevertheless, all obligations arising under the contracts,
including the commitment to make annuity payments, are our general corporate
obligations. Accordingly, all our assets are available to meet our obligations
under the contracts. VAA is registered as a unit investment trust under the
Investment Company Act of 1940. The assets of the subaccounts of VAA are
invested at net asset value in Fund shares. Values of other contracts not
offered through this prospectus are also allocated to VAA, including some
subaccounts that are not available for these contracts.

8
<PAGE> 14

THE FUNDS

The available Funds are listed on pages 2 and 3. The Funds are mutual funds
registered under the Investment Company Act 1940. Fund shares are sold only to
insurance company separate accounts to fund variable annuity contracts and
variable life insurance policies and, in some cases, to qualified plans. The
value of each Fund's investments fluctuates daily and is subject to the risk
that Fund management may not anticipate or make changes necessary in the
investments to meet changes in economic conditions.

The Funds receive investment advice from their investment advisers. The Funds
pay each of the investment advisers a fee as shown in the fee table beginning on
page 3. In some cases, the investment adviser pays part of its fee to a
subadviser.

Affiliates of certain Funds may compensate us based upon a percentage of the
Fund's average daily net assets that are allocated to VAA. These percentages
vary by Fund. This is intended to compensate us for administrative and other
services we provide to the Funds and their affiliates.

For additional information concerning the Funds, including their investment
objectives, see the Fund prospectuses. Read them carefully before investing.
They may contain information about other funds that are not available as
investment options for these contracts. You cannot be sure that any Fund will
achieve its stated objectives and policies.

MIXED AND SHARED FUNDING

In addition to being offered to VAA, certain Fund shares are offered to our
other separate accounts for variable annuity contracts and a separate account of
Ohio National Life Assurance Corporation for variable life insurance contracts.
Fund shares may also be offered to other insurance company separate accounts and
qualified plans. It is conceivable that in the future it may become
disadvantageous for both variable life and variable annuity separate accounts,
or for separate accounts of other life insurance companies, to invest in Fund
shares. Although neither we nor any of the Funds currently foresee any such
disadvantage, the Board of Directors or Trustees of each Fund will monitor
events to identify any material conflict between different types of contract
owners and to determine if any action should be taken. That could possibly
include the withdrawal of VAA's participation in a Fund. Material conflicts
could result from such things as:

- - changes in state insurance law;

- - changes in federal income tax law;

- - changes in the investment management of any Fund; or

- - differences between voting instructions given by different types of contract
owners.

VOTING RIGHTS

We will vote Fund shares held in VAA at shareholders Fund meetings in accordance
with voting instructions received from contract owners. We will determine the
number of Fund shares for which you are entitled to give instructions as
described below. This determination will be within 90 days before the
shareholders meeting. Proxy material and forms for giving voting instructions
will be distributed to each owner. We will vote Fund shares held in VAA, for
which no timely instructions are received, in proportion to the instructions
that we do receive

Until annuity payments begin, the number of Fund shares for which you may
instruct us is determined by dividing your contract value in each Fund by the
net asset value of a share of that Fund as of the same date. After annuity
payments begin, the number of Fund shares for which you may instruct us is
determined by dividing the actuarial liability for your variable annuity by the
net asset value of a Fund share as of the same date. Generally, the number of
votes tends to decrease as annuity payments progress.

9
<PAGE> 15

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The variable annuity contracts are sold by our insurance agents who are also
registered representatives of broker-dealers that have entered into distribution
agreements with Ohio National Equities, Inc. "ONEQ" is a wholly-owned subsidiary
of ours. ONEQ is the principal underwriter of the contracts. ONEQ and the
broker-dealers are registered under the Securities Exchange Act of 1934 and are
members of the National Association of Securities Dealers, Inc. We pay ONEQ
7.25% of each purchase payment and ONEQ then pays part of that to the broker-
dealers. The broker-dealers pay their registered representatives from their own
funds. Purchase payments on which nothing is paid to registered representatives
may not be included in amounts on which we pay the sales compensation to ONEQ.
If our surrender charge is not sufficient to recover the fee paid to ONEQ, any
deficiency will be made up from our general assets. These include, among other
things, any profit from the mortality and expense risk charges. ONEQ's address
is One Financial Way, Montgomery, Ohio 45242.

DEDUCTIONS AND EXPENSES

SALES CHARGE

No deduction is made for sales expense.

CONTRACT ADMINISTRATION CHARGE

Each year on the contract anniversary (or when you surrender of the contract),
we will deduct a contract administration charge of $30 from the contract value.
This helps to repay us for maintaining the contract. There is no contract
administration charge for contracts having a value of at least $50,000. There is
no charge after annuity payments begin. We guarantee not to increase the
contract administration charge.

DEDUCTION FOR ADMINISTRATIVE EXPENSES

At the end of each valuation period we deduct an amount equal to 0.25% on an
annual basis of the contract value. This deduction reimburses us for expenses
not covered by the contract administration charge. Examples of these expenses
are accounting, auditing, legal, contract owner services, reports to regulatory
authorities and contract owners, contract issue, etc.

DEDUCTION FOR RISK UNDERTAKINGS

We guarantee that, until annuity payments begin, the contract's value will not
be affected by any excess of sales and administrative expenses over the
deductions for them. We also guarantee to pay a death benefit if the annuitant
dies before annuity payments begin. (This Death Benefit is described on page
15). After annuity payments begin, we guarantee that variable annuity payments
will not be affected by adverse mortality experience or expenses.

For assuming these risks, when we determine the accumulation unit values and the
annuity unit values for each subaccount, we make a deduction from the applicable
investment results equal to 1.25% of the contract value on an annual basis. We
may decrease that deduction at any time and we may increase it not more often
than annually to not more than 1.55% on an annual basis. However, we agree that
the deduction for these risk undertakings shall not be increased to more than
the rate in effect at the time the contract is issued. We may discontinue this
limitation on our right to increase the deduction, but only as to contracts
purchased after notice of the discontinuance. The risk charge is an indivisible
whole of the amount currently being deducted. However, we believe that a
reasonable allocation would be 0.65% for mortality risk, and 0.60% for expense
risk. We hope to realize a profit from this charge. However there will be a loss
if the deduction fails to cover the actual risks involved.

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TRANSFER FEE

We may charge a transfer fee of $10 for each transfer from one or more
subaccounts to other subaccounts. The fee is charged pro rata against the
subaccounts from which the transfer is made. We do not charge for your first
transfer each calendar month.

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
presently 1.0% in Puerto Rico, West Virginia and Wyoming, 1.25% in the South
Dakota, 2.0% in Kansas, Kentucky and Maine, 2.25% in the District of Columbia,
2.35% in California and 3.5% 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 Funds.
These are described in the Fund prospectuses.

DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

10-DAY FREE LOOK

You may revoke the contract at any time until the end of 10 days after you
receive it (or such longer period as may be required by your state law) and get
a refund of the contract value as of the date of cancellation. To revoke, you
must return the contract to us within the free look period. In Georgia, Idaho,
Indiana, Nebraska, Nevada, North Carolina, Oklahoma, South Carolina, Utah and
Washington, state law requires that the original purchase price be returned in
lieu of the current contract value if you exercise your free look. Any purchase
payments in these states to be allocated to variable Funds will first be
allocated to the Money Market Fund until the end of the free look period.

ACCUMULATION PERIOD

PURCHASE PAYMENTS

Your first purchase payment must be at least $25,000. You do not have to make
any more payments after that. But you may make additional purchase payments at
any time of at least $500 each ($300 for payroll deduction plans). We may limit
your total purchase payments to $1,000,000.

ACCUMULATION UNITS

Until the annuity payout date, the contract value is measured by accumulation
units. As you make each purchase payment, we credit units to the contract (see
Crediting Accumulation Units). The number of units remains constant between
purchase payments but their dollar value varies depending upon the investment
results of each Fund to which payments are allocated.

CREDITING ACCUMULATION UNITS

Your representative will send an order or application, together with the first
purchase payment, to our home office for acceptance. Upon acceptance, we issue a
contract and we credit the first purchase payment to the contract in the form of
accumulation units. If all information necessary for issuing a contract and
processing the purchase payment is complete, we will credit your first purchase
payment within two business days after receipt. If we do not receive everything
within five business days, we will return the purchase payment to you
immediately unless

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<PAGE> 17

you specifically consent to having us retain the purchase payment until the
necessary information is completed. After that, we will credit the purchase
payment within two business days.

You must send any additional purchase payments directly to our home office. They
will then be applied to provide that number of accumulation units (for each
subaccount) determined by dividing the amount of the purchase payment by the
unit value next computed after we receive the payment at our home office.

ALLOCATION OF PURCHASE PAYMENTS

You may allocate your purchase payments among up to 10 variable subaccounts of
VAA and to the Guaranteed Account. The amount you allocate to any Fund or the
Guaranteed Account must equal a whole percent You may change your allocation of
future purchase payments at any time by sending written notice to our home
office.

ACCUMULATION UNIT VALUE AND ACCUMULATION VALUE

We set the accumulation unit value of each subaccount of VAA at $10 when we
credited the first payments for these contracts. We determine the unit value for
any later valuation period by multiplying the unit value for the immediately
preceding valuation period by the net investment factor (described below) for
such later valuation period. We determine a contract's value by multiplying the
total number of units (for each subaccount) credited to the contract by the unit
value (for such subaccount) for the current valuation period.

NET INVESTMENT FACTOR

The net investment factor measures the investment results of each subaccount.
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 the corresponding Fund share at the end of a
valuation period, plus

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

(3) a per share charge or credit for any taxes paid or reserved for the
maintenance or operation of that subaccount; (no federal income taxes
apply under present law.)

(b) is the net asset value of the corresponding Fund share at 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 11, and
Deduction for Risk Undertakings, page 11.)

SURRENDER AND PARTIAL WITHDRAWAL

Before annuity payments begin (and also after that in the case of annuity Option
1(e) described below) you may surrender (totally withdraw the value of) your
contract or elect a partial withdrawal (at least $1,000). In the case of a
complete surrender, we subtract any contract administration charge. We will pay
you within seven days after we receive your request. However, we may defer
payment described below. Surrenders and partial withdrawals are limited or not
permitted in connection with certain retirement plans. See Tax Deferred
Annuities, page 21. For tax consequences of a surrender or withdrawal, see
Federal Tax Status, page 20.

If you request a surrender or partial withdrawal which includes contract values
derived from purchase payments that have not yet cleared the banking system, we
may delay mailing the portion relating to such payments until your check has
cleared. We require the return of the contract in the case of a complete
surrender.

Your 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 the Securities
and Exchange Commission has restricted trading on the Exchange;
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<PAGE> 18

(2) for any period during which an emergency, as determined by the Commission,
exists as a result of which disposal of securities held in a Fund is not
reasonably practical, or it is not reasonably practical to determine the
value of a Fund's net assets; or

(3) such other periods as the Commission may order to protect security holders.

TRANSFERS AMONG SUBACCOUNTS

You may transfer contract values from one or more Funds to one or more other
Funds. You may make transfers at any time before annuity payments begin. The
amount of any transfer must be at least $300 (or the entire value of the
contract's interest in a Fund, if less).

We may limit the number, frequency, method or amount of transfers. We may limit
transfers from any Fund on any one day to 1% of the previous day's total net
assets of that Fund if we or the Fund in our discretion, believe that the Fund
might otherwise be damaged. In determining which requests to honor, scheduled
transfers (under a DCA program) will be made first, followed by mailed written
requests in the order postmarked and, lastly, telephone and facsimile requests
in the order received. We will notify you if your requested transfer is not
made. Current SEC rules preclude us from processing at a later date those
requests that were not made. Accordingly, you would need to submit a new
transfer request in order to make a transfer that was not made because of these
limitations.

Certain third parties may offer you asset allocation or timing services for your
contract. We may choose to honor transfer requests from these third parties if
you give us a written power of attorney to do so. Fees you pay for such asset
allocation or timing services are in addition to any contract charges. WE DO NOT
ENDORSE, APPROVE OR RECOMMEND THESE SERVICES.

After annuity payments begin, you may make transfers among Funds only once each
calendar quarter. The transfer fee no longer applies then. (See Transfer Fee,
page 11, and Transfers During Annuity Payout, page 18. Not more than 20% of a
contract's Guaranteed Account value (or $1,000, if greater) as of the beginning
of a contract year may be transferred to variable Funds during that contract
year.

TELEACCESS

If you give us a pre-authorization form, your contract and unit values and
interest rates can be checked and transfers may be made by telephoning us
between 7:00 a.m. and 7:00 p.m. (Eastern time) on days that we are open for
business, at 1-800-366-6654, #8. You may only make one telephone transfer per
day. We will honor pre-authorized telephone transfer instructions from anyone
who provides the personal identifying information requested via TeleAccess. We
will not honor telephone transfer requests after we receive notice of your
death. For added security, we send the contract owner a written confirmation of
all telephone transfers on the next business day. However, if we cannot complete
a transfer as requested, our customer service representative will contact the
owner in writing sent within 48 hours of the TeleAccess request. [YOU MAY THINK
THAT YOU HAVE LIMITED THIS ACCESS TO YOURSELF, OR TO YOURSELF AND YOUR
REPRESENTATIVE. HOWEVER, ANYONE GIVING US THE NECESSARY IDENTIFYING INFORMATION
CAN USE TELEACCESS ONCE YOU AUTHORIZE IT.]

SCHEDULED TRANSFERS (DOLLAR COST AVERAGING)

We administer a scheduled transfer ("DCA") program enabling you to preauthorize
automatic monthly or quarterly transfers of a specified dollar amount of at
least $300 each time. At least 12 DCA transfers must be scheduled. The transfers
may be from any variable Funds to any other Funds or to the Guaranteed Account.
Transfers may be made from the Guaranteed Account to any other Funds 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 Funds, the DCA
program may not exceed 5 years. There is no transfer fee for DCA transfers. We
may discontinue the DCA program at any

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<PAGE> 19

time. You may also discontinue further DCA transfers by giving us 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 Fund, 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 variable Fund, DCA has the effect of
reducing the average price of the shares being redeemed. DCA might also be used
to systematically transfer contract values from variable Funds to the Guaranteed
Account in anticipation of retirement, reducing the risk of making a single
transfer during a low market.

PORTFOLIO REBALANCING

You may have us automatically transfer amounts on a quarterly, semi-annual or
annual basis to maintain a specified percentage (whole percentages only) of
contract value in each of two or more designated Funds. The purpose of a
portfolio rebalancing strategy is to maintain, over time, your desired
allocation percentage in the designated Funds having differing investment
performance. Portfolio rebalancing will not necessarily enhance future
performance or protect against future losses.

To elect this option, or to discontinue it, you must give us written
authorization. The transfer charge does not apply to portfolio rebalancing
transactions.

DEATH BENEFIT

If the annuitant (and any contingent annuitant) dies before annuity payments
begin, the contract pays a death benefit to a designated beneficiary. (Death
benefits are not available on any contract purchased through a bank in Puerto
Rico.) The amount of the death benefit will be determined as of the date of the
annuitant's death. It will be paid to the beneficiary in a single sum unless you
elect settlement under one or more of the settlement options. If the death
benefit is not claimed within 90 days after the date of death, we will pay the
contract value instead of any greater death benefit.

This death benefit will be the greater of:

- - the contract value; or

- - the net of purchase payments less withdrawals.

In those states where permitted, you may elect an optional annual stepped-up
death benefit at the time the contract is issued. With that option, the death
benefit will be increased in the manner indicated in the preceding paragraph,
until the annuitant attains age 80, on each contract anniversary on which the
contract value exceeds the death benefit for the previous year. There is an
additional charge (presently at an annual rate of 0.05% of the optional death
benefit amount, which rate may be increased to no more than 0.25% on contracts
issued in the future) for this optional benefit.

In those states where permitted, you may elect a guaranteed minimum death
benefit at the time the contract is issued. With this option, the death benefit
is the greater of (a) the contract value on the date of death or (b) the
guaranteed minimum death benefit amount. The guaranteed minimum death benefit
amount for contract values held in the Guaranteed Account and the Money Market
Fund is the contract value as of the date of death. For all other subaccounts,
the guaranteed minimum death benefit amount is (i) the net of purchase payments
less withdrawals plus (ii) a daily increase, until the annuitant attains age 80,
at an effective annual rate of 6%. There is an additional charge for this option
of 0.25% of the guaranteed minimum death benefit amount.

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<PAGE> 20

GUARANTEED ACCOUNT

The Guaranteed Account guarantees a fixed return for a specified period of time
and guarantees the principal against loss. The Guaranteed Account is not
registered as an investment company. Interests in it are not subject to the
provisions or restrictions of federal securities laws. The staff of the
Securities and Exchange Commission has not reviewed disclosures regarding it.

The Guaranteed Account consists of all of our general assets other than those
allocated to a separate account. You may allocate purchase payments and contract
values between the Guaranteed Account and the Funds.

We invest our general assets in our discretion as allowed by Ohio law. We
allocate the investment income from our general assets to those contracts having
guaranteed values.

The amount of investment income allocated to the contracts varies from year to
year in our sole discretion. However, we guarantee that we will credit interest
at a rate of not less than 3% per year, compounded annually, to contract values
allocated to the Guaranteed Account. We may credit interest at a rate in excess
of 3%, but any such excess interest credit will be in our sole discretion.

We guarantee that, before annuity payments begin, the guaranteed value of a
contract will never be less than:

- - the amount of purchase payments allocated to, and transfers into, the
Guaranteed Account, plus

- - interest credited at the rate of 3% per year compounded annually, plus

- - any additional excess interest we may credit to guaranteed values, minus

- - any partial withdrawals, loans and transfers from the guaranteed values, minus

- - any loan interest, state premium taxes, transfer fees, and the portion of the
$30 annual contract administration charge allocable to the Guaranteed Account.

No deductions are made from the Guaranteed Account for administrative expenses
or risk undertakings. (See "Deductions and Expenses".)

Other than pursuant to a DCA (scheduled transfer) or portfolio rebalancing
program, we may restrict transfers of your Guaranteed Account value during a
contract year to not more than 20% of that value as of the beginning of a
contract year (or $1,000, if greater). As provided by state law, we may defer
the payment of amounts to be withdrawn from the Guaranteed Account for up to six
months from the date we receive your written request for withdrawal.

OHIO NATIONAL LIFE EMPLOYEE DISCOUNT

We and our affiliated companies offer a credit on the purchase of contracts by
any of our employees, directors or retirees, or their spouse or the surviving
spouse of a deceased retiree, 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 counts as additional income under the contract. The amount of the credit
equals 3.2% of all purchase payments made in the first contract year and 5.5% of
purchase payments made in the second through sixth contract years. We credit the
Guaranteed Account in these amounts at the time the eligible person makes each
payment.

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

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<PAGE> 21

disability. Therefore, a participant in the Program may not make a surrender or
partial withdrawal until the first of these events occurs.

ANNUITY PERIOD

ANNUITY PAYOUT DATE

Annuity payments begin on the annuity payout date. You may select this date when
the contract is issued. It must be at least 30 days after the contract date. You
may change it from time to time so long as it 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. This restriction may be modified by applicable state law or we
may agree to waive it.

The contracts include our guarantee (except for option 1(e) below) that we will
pay annuity payments for the lifetime of the annuitant (and any joint annuitant)
in accordance with the contract's annuity rates, no matter how long you live.

Other than in connection with annuity Option 1(e) described below, once annuity
payments begin, you may not surrender the contract for cash except that, upon
the death of the annuitant, the beneficiary may surrender the contract for the
commuted value of any remaining period-certain payments. You may make surrenders
and partial withdrawals from Option 1(e) at any time.

ANNUITY OPTIONS

You may elect one or more of the following annuity options. You may change the
election anytime before the annuity payout date.

Option 1(a): Life Annuity with installment payments for the lifetime of the
annuitant. (The contract has no more value after the annuitant's
death).

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

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

Option 1(d): Installment Refund Life Annuity with payments guaranteed for a
period certain and then continuing 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 1(e): Installment Refund Annuity with payments guaranteed for a fixed
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, we have no
mortality risk during the annuity payout period under this
option.)

Option 2(a): Joint & Survivor Life Annuity with installment payments during
the lifetime of the annuitant and then continuing during the
lifetime of a contingent annuitant. (The contract has no more
value after the second annuitant's death.)

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

We may agree to other settlement options.

Unless you direct otherwise, we will apply the contract value as of the annuity
payout date to provide annuity payments pro-rata from each Fund in the same
proportion as the contract values immediately before the annuity payout date.

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If no election is in effect on the annuity payout date, we will apply contract
value under Option 1(c) with the beneficiary as payee for any remaining
period-certain installments payable after the death of the annuitant. The
Pension Reform Act of 1974 might require certain contracts to provide a Joint
and Survivor Annuity. If the contingent annuitant is not related to the
annuitant, Options 2(a) and 2(b) are available only if we agree.

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 20). This could
result in your payments being fully taxable to you. Should the IRS so rule, we
may have to tax report up to the full value of the annuity as your taxable
income.

DETERMINATION OF AMOUNT OF THE FIRST VARIABLE ANNUITY PAYMENT

To determine the first variable annuity payment we apply the contract value for
each Fund in accordance with the contract's settlement option tables. The rates
in those tables depend upon the annuitant's (and any contingent annuitant's) age
and sex and the option selected. The annuitant's sex is not a factor in
contracts issued to plans sponsored by employers subject to Title VII of the
Civil Rights Act of 1964 or similar state statutes. We determine the value to be
applied at the end of a valuation period (selected by us and uniformly applied)
not more than 10 valuation periods before the annuity payout date.

If the amount that would be applied under an option is less than $5,000, we will
pay the contract value to the annuitant in a single sum. If the first periodic
payment under any option would be less than $25, we may change the frequency of
payments so that the first payment is at least $25.

ANNUITY UNITS AND VARIABLE PAYMENTS

After your first annuity payment, later variable annuity payments will vary to
reflect the investment performance of your Funds. The amount of each payment
depends on the number of your annuity units. To determine the number of annuity
units for each Fund, divide the dollar amount of the first annuity payment from
each Fund by the value that Fund's annuity unit. This number of annuity units
remains constant during the annuity payment period unless you transfer among
Funds.

The annuity unit value for each Fund was set at $10 for the valuation period
when the first variable annuity was calculated for these contracts. The annuity
unit value for each later valuation period equals the annuity unit value for the
immediately preceding valuation period multiplied by the net investment factor
(described on page 13) for such later valuation period and by a factor (0.999919
for a one-day valuation period) to neutralize the 3% assumed interest rate
discussed below.

The dollar amount of each later variable annuity payment equals your constant
number of annuity units for each Fund multiplied by the value of the annuity
unit for the valuation period.

The annuity rate tables contained in the contracts are based on the 1983(a)
Mortality Table Projected to 1996 under Scale G with compound interest at the
effective rate of 3% 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
stay level.

TRANSFERS DURING ANNUITY PAYOUT

After annuity payments have been made for at least 12 months, the annuitant can,
once each calendar quarter, change the Funds on which variable annuity payments
are based. On at least 30 days written notice our home office we will change
that portion of the periodic variable annuity payment as you direct to reflect
the investment results of different Funds. The annuity payment immediately after
a change will be the amount that would have been paid without the change. Later
payments will reflect the new mix of Funds.

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OTHER CONTRACT PROVISIONS

ASSIGNMENT

Amounts payable in settlement of a contract may not be commuted, anticipated,
assigned or otherwise encumbered, or pledged as loan collateral to anyone other
than us. To the extent permitted by law, such amounts are not subject to any
legal process to pay any claims against an annuitant before annuity payments
begin. The owner of a tax-qualified contract may not, but the owner of a
non-tax-qualified contract may, collaterally assign the contract before the
annuity payout date. Ownership of a tax-qualified contract may not be
transferred except to:

- - the annuitant,

- - a trustee or successor trustee of a pension or profit-sharing trust which is
qualified under Section 401 of the Code,

- - 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

- - as otherwise permitted by laws and regulations governing plans for which the
contract may be issued.

PERIODIC REPORTS

Before the annuity payout date, we will send you quarterly statements showing
the number of units credited to the contract by Fund and the value of each unit
as of the end of the last quarter. In addition, as long as the contract remains
in effect, we will forward any periodic Fund reports.

SUBSTITUTION FOR FUND SHARES

If investment in a Fund is no longer possible or we believe it is inappropriate
to the purposes of the contract, we may substitute one or more other funds.
Substitution may be made as to both existing investments and the investment of
future purchase payments. However, no substitution will be made until we receive
any necessary approval of the Securities and Exchange Commission. We may also
add other Funds as eligible investments of VAA.

CONTRACT OWNER INQUIRIES

Direct any questions 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

We may advertise performance data for the various Funds showing the percentage
change in unit values based on the performance of the applicable Fund over a
period of time (usually a calendar year). We determine the percentage change by
dividing the increase (or decrease) in value for the unit by the unit value at
the beginning of the period. This percent reflects the deduction of any
asset-based contract but does not reflect the deduction of any applicable
contract administration charge or surrender charge. The deduction of a contract
administration charge or surrender charge would reduce any percentage increase
or make greater any percentage decrease.

Advertising may also include average annual total return figures calculated as
shown in the Statement of Additional Information. The average annual total
return figures reflect the deduction of applicable contract administration
charges and surrender charges as well as applicable asset-based charges.

We 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, the 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 Funds.

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FEDERAL TAX STATUS

The following discussion of federal income tax treatment of amounts received
under a variable annuity contract does not cover all situations or issues. It is
not intended as tax advice. Consult a qualified tax adviser to apply the law to
your circumstances. Tax laws can change, even for contracts that have already
been issued. Tax law revisions, with unfavorable consequences, could have
retroactive effect on previously issued contracts or on later voluntary
transactions in previously issued contracts.

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

As to tax-qualified contracts, the law does not now provide for payment of
federal income tax 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 years you receive the
payments.

The contracts 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 contract value 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. 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 begin each payment is taxable under Section 72 of the Code
as ordinary income in the year of receipt if you have neither paid any portion
of the purchase payments nor previously been taxed on any portion of the
purchase payments. If any portion of the purchase payments 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 you recover your
"investment in the contract," all further annuity payments will be included in
your taxable income.

If you elect to receive the accumulated value in a single sum in lieu of annuity
payments, any amount you receive or withdraw 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 you assign or pledge 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:

- - received on or after the taxpayer reaches age 59 1/2;

- - made to a beneficiary on or after the death of the annuitant;

- - attributable to the taxpayer's becoming disabled;

19
<PAGE> 25

- - made as a series of substantially equal periodic payments for the life of the
annuitant (or joint lives of the annuitant and beneficiary);

- - from a contract that is a qualified funding asset for purposes of a structured
settlement;

- - 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;

- - incident to divorce, or

- - taken from an IRA for a qualified first-time home purchase (up to $10,000) or
qualified education expenses.

If you elect not to have withholding apply to an early withdrawal or if an
insufficient amount is withheld, you 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. If you fail to
provide your taxpayer identification number, any payments under the contract
will automatically be subject to withholding.

TAX-DEFERRED ANNUITIES

Under the provisions of Section 403(b) of the Code, employees may exclude from
their gross income purchase payments made for annuity contracts purchased for
them by public educational institutions and certain tax-exempt organizations
which are described in Section 501(c)(3) of the Code. You may make this
exclusion to the extent that the aggregate purchase payments plus any other
amounts contributed to purchase the contract and toward benefits under qualified
retirement plans do not exceed your exclusion allowance as determined in
Sections 403(b) and 415 of the Code. Employee contributions are, however,
subject to social security (FICA) tax withholding. All amounts you receive 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 you receive may be used to make a "tax-free
rollover" into one of the types of individual retirement arrangements permitted
under the Code. Amounts you receive that are eligible for "tax-free rollover"
will be subject to an automatic 20% withholding unless you directly roll over
such amounts from the tax-deferred annuity to the individual retirement
arrangement.

With respect to earnings accrued and purchase payments made after December 31,
1988, for a salary reduction agreement under Section 403(b) of the Code,
distributions may be paid only when the employee:

- - attains age 59 1/2,

- - separates from the employer's service,

- - dies,

- - becomes disabled as defined in the Code, or

- - incurs a financial hardship as defined in the Code.

In the case of hardship, cash distributions may not exceed the amount of your
purchase payments. These restrictions do not affect your right to transfer
investments among the Funds and do not limit the availability of transfers
between tax-deferred annuities.

QUALIFIED PENSION OR PROFIT-SHARING PLANS

Under present law, purchase payments made by an employer or trustee, for a plan
or trust qualified under Section 401(a) or 403(a) of the Code, are generally
excludable from the employees gross income. Any purchase payments made by the
employee, or which are considered taxable income to the employee in the year
such payments are made, constitute 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 the employee's gross income.

20
<PAGE> 26

The Code requires plans to 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 begin 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. You
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-74 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 later no capital gains treatment is available (except that
taxpayers who were age 50 before 1986 may still elect capital gains treatment).
If you receive such a distribution you may be able to make a "tax-free rollover"
of the distribution less your "investment in the contract" into another
qualified plan in which you are a participant or into one of the types of
individual retirement arrangements permitted under the Code. Your 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.

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.

You may 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

21
<PAGE> 27

age 70. 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. Eligibility 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
is required on annuity payments. However, recipients of annuity payments are
allowed to elect not to have the tax withheld. This election may be revoked at
any time and withholding would begin after that. If you do not give us your
taxpayer identification number any payments under the contract will
automatically be subject to withholding.

22
<PAGE> 28

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", page 24). 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 10 days after it is delivered (see
page 12). This is a more liberal provision than is required in connection with
IRAs. 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.

23
<PAGE> 29

contract, subject to the contribution limits applicable to IRAs in general.
Those employee contributions will be deductible subject to the deductibility
rules described above.

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 Premature Distributions, page 25, 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 roll over 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

24
<PAGE> 30

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. (You may, however, assign your IRA or SEPP-IRA without penalty to your
former spouse in accordance with the terms of a divorce decree.)

You may surrender any portion of the value of your IRA (or SEPP-IRA). In the
case of a partial surrender which does not qualify as a rollover, the amount
withdrawn will be includable in your income and subject to the 10% penalty if
you are not at least age or 59 1/2 totally disabled unless you comply with
special rules requiring distributions to be made at least annually over your
life expectancy.

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.
Withdrawals 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 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.

25
<PAGE> 31

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.

PROTOTYPE STATUS

The Internal Revenue Service has been requested to review the format of your
SEPP, and to issue an opinion letter to Ohio National Life stating that your IRA
qualifies as a prototype SEPP.

REPORTING TO THE IRS

Whenever you are liable for one of the penalty taxes discussed above (6% for
excess contributions, 10% for premature distributions or 50% for underpayments),
you must file Form 5329 with the Internal Revenue Service. The form is to be
attached to your federal income tax return for the tax year in which the penalty
applies. Normal contributions and distributions must be shown on your income tax
return for the year to which they relate.

26
<PAGE> 32

ILLUSTRATION OF IRA FIXED ACCUMULATIONS

<TABLE>
<CAPTION>
AGE 60 AGE 65 AGE 70
GUARANTEED GUARANTEED GUARANTEED
SURRENDER VALUE SURRENDER VALUE SURRENDER VALUE
----------------------------- ----------------------------- -----------------------------
$2,000 $2,000 $2,000
$1,000 ONE TIME $1,000 ONE TIME $1,000 ONE TIME
CONTRACT ANNUAL LUMP SUM ANNUAL LUMP SUM ANNUAL LUMP SUM
ANNIVERSARY CONTRIBUTIONS CONTRIBUTION CONTRIBUTIONS CONTRIBUTION CONTRIBUTIONS CONTRIBUTION
- ----------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 925.35 $ 2,027.45 $ 925.35 $ 2,027.45 $ 925.35 $ 2,027.45
2 1,878.46 2,055.72 1,878.46 2,055.72 1,878.46 2,055.72
3 2,870.01 2,083.76 2,870.01 2,083.76 2,870.01 2,083.76
4 3,901.83 2,111.91 3,901.83 2,111.91 3,901.83 2,111.91
5 4,975.45 2,140.16 4,975.45 2,104.16 4,975.45 2,140.16
6 6,102.14 2,166.24 6,102.14 2,166.24 6,102.14 2,166.24
7 7,276.08 2,194.24 7,276.08 2,194.24 7,276.08 2,194.24
8 8,497.12 2,222.31 8,497.12 2,222.31 8,497.12 2,222.31
9 9,757.56 2,253.98 9,757.56 2,253.98 9,757.56 2,253.98
10 11,055.81 2,286.60 11,055.81 2,286.60 11,055.81 2,286.60
15 18,155.17 2,464.97 18,155.17 2,464.97 18,155.17 2,464.97
20 26,385.27 2,671.76 26,385.27 2,671.76 26,385.27 2,671.76
25 35,926.22 2,911.48 35,926.22 2,911.48 35,926.22 2,911.48
30 46,986.79 3,189.39 46,986.79 3,189.39 46,986.79 3,189.39
35 59,809.02 3,511.55 59,809.02 3,511.55 59,809.02 3,511.55
40 74,673.50 3,885.03 74,673.50 3,885.03 74,673.50 3,885.03
45 91,905.51 4,318.00 91,905.51 4,318.00 91,905.51 4,318.00
50 111,882.13 4,819.92 111,882.13 4,819.92 111,882.13 4,819.92
55 135,040.51 5,401.79 135,040.51 5,401.79 135,040.51 5,401.79
60 161,887.42 6,076.34 161,887.42 6,076.34 161,887.42 6,076.34
193,010.34 6,858.32 193,010.34 6,858.32
229,090.34 7,764.85
</TABLE>

- - Guaranteed Interest Rate: 3.00% is applicable to each contract anniversary.

- - The Surrender Value is the Accumulation Values less the Contingent Deferred
Sales Charge.

27
<PAGE> 33

PROSPECTUS

FLEXIBLE PURCHASE PAYMENT
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OHIO NATIONAL VARIABLE ACCOUNT A
THE OHIO NATIONAL LIFE INSURANCE COMPANY
One Financial Way
Montgomery, Ohio 45242
Telephone (513) 794-6100

This prospectus offers a variable annuity contract providing accumulation of
values and payment of benefits on a variable and/or fixed basis.

The variable annuity contracts are designed for:

- - 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,

- - individual retirement annuities qualifying for tax-deferred treatment under
Section 408 or 408A of the Code, (4) state and municipal deferred compensation
plans and

- - non-tax-qualified retirement plans.

You may revoke the contract, without penalty, within 10 days of receiving it (or
a longer period if required by state law).

MAY 1, 1999
<PAGE> 34

TABLE OF CONTENTS

<TABLE>
<S> <C>
Available Funds............................................. 2
Fee Table................................................... 3
Financial Statements...................................... 6
Accumulation Unit Values.................................... 7
Ohio National Life........................................ 7
Ohio National Variable Account A.......................... 8
The Funds................................................. 8
Mixed and Shared Funding.................................. 8
Voting Rights............................................. 9
Distribution of Variable Annuity Contracts.................. 9
Deductions and Expenses..................................... 9
Sales Charge.............................................. 9
Contract Administration Charge............................ 9
Deduction for Administrative Expenses..................... 9
Deduction for Risk Undertakings........................... 9
Transfer Fee.............................................. 10
Deduction for State Premium Tax........................... 10
Fund Expenses............................................. 10
Description of Variable Annuity Contracts................... 10
10-Day Free Look.......................................... 10
Accumulation Period....................................... 10
Annuity Period............................................ 15
Other Contract Provisions................................. 17
Contract Owner Inquiries.................................. 17
Performance Data.......................................... 17
Federal Tax Status.......................................... 18
IRA Disclosure Statement.................................... 22
STATEMENT OF ADDITIONAL INFORMATION CONTRACTS
Custodian
Independent Certified Public Accountants
Underwriter
Calculation of Money Market Subaccount Yield
Total Return
Transfer Limitations
The Year 2000 Issue
Loans under Tax-Sheltered Annuities
Financial Statements for VAA and Ohio National Life
</TABLE>
<PAGE> 35

AVAILABLE FUNDS

<TABLE>
<S> <C>
OHIO NATIONAL FUND, INC. INVESTMENT ADVISER (SUBADVISER)
Firstar Growth & Income Portfolio (Firstar Investment Research & Management
Co.)
Strategic Income Portfolio (Firstar Bank, N.A.)
Relative Value Portfolio (Firstar Bank, N.A.)
Money Market Portfolio Ohio National Investments, Inc.
Bond Portfolio Ohio National Investments, Inc.
Omni Portfolio (a flexible portfolio fund) Ohio National Investments, Inc.
S&P 500 Index Portfolio Ohio National Investments, Inc.
International Portfolio (Federated Global Investment Management
Corp.)
International Small Company Portfolio (Federated Global Investment Management
Corp.)
Capital Appreciation Portfolio (T. Rowe Price Associates, Inc.)
Growth & Income Portfolio (Robertson Stephens Investment Management,
L.P.)
Small Cap Growth Portfolio (Robertson Stephens Investment Management,
L.P.)
High Income Bond Portfolio (Federated Investment Counseling)
Equity Income Portfolio (Federated Investment Counseling)
Blue Chip Portfolio (Federated Investment Counseling)
THE DOW(SM)TARGET VARIABLE FUND LLC
The Dow(SM)Target 10 Portfolios (First Trust Advisors L.P.)
GOLDMAN SACHS VARIABLE INSURANCE TRUST
Goldman Sachs Growth and Income Fund Goldman Sachs Asset Management
Goldman Sachs CORE U.S. Equity Fund Goldman Sachs Asset Management
Goldman Sachs Capital Growth Fund Goldman Sachs Asset Management
Goldman Sachs Global Income Fund Goldman Sachs Asset Management
International
JANUS ASPEN SERIES
Growth Portfolio Janus Capital Corporation
International Growth Portfolio Janus Capital Corporation
Worldwide Growth Portfolio Janus Capital Corporation
Balanced Portfolio Janus Capital Corporation
J.P. MORGAN SERIES TRUST II
J.P. Morgan Small Company Portfolio J.P. Morgan Investment Management, Inc.
LAZARD RETIREMENT SERIES, INC.
Small Cap Portfolio Lazard Asset Management
Emerging Markets Portfolio Lazard Asset Management
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
Fixed Income Portfolio Miller Anderson Sherrerd, LLP
Value Portfolio Miller Anderson Sherrerd, LLP
U.S. Real Estate Portfolio Morgan Stanley Dean Witter Investment
Management, Inc.
Emerging Markets Debt Portfolio Morgan Stanley Dean Witter Investment
Management, Inc.
SALOMON BROTHERS VARIABLE SERIES FUND,
INC.
Capital Fund Salomon Brothers Asset Management, Inc.
Total Return Fund Salomon Brothers Asset Management, Inc.
Investors Fund (a capital growth fund) Salomon Brothers Asset Management, Inc.
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Growth Fund II Strong Capital Management, Inc.
Strong Opportunity Fund II
(a mid cap/ small cap fund) Strong Capital Management, Inc.
Strong Schafer Value Fund II Strong Capital Management, Inc.
</TABLE>

2
<PAGE> 36

FEE TABLE

<TABLE>
<S> <C>
VAA ANNUAL EXPENSES (as a percentage of average account
value)
Mortality and Expense Risk Fees*** 1.25%
Account Fees and Expenses 0.25%
-----
Total VAA Annual Expenses 1.50%
</TABLE>

FUND ANNUAL EXPENSES (after fee waiver*) (as a percentage of the Fund average
net assets)

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL FUND
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
OHIO NATIONAL FUND:
Firstar Growth & Income 0.90% 0.43% 1.33%
Strategic Income 0.80% 0.38% 1.18%
Relative Value 0.90% 0.18% 1.08%
Money Market* 0.25% 0.16% 0.41%
Bond 0.58% 0.14% 0.72%
Omni 0.54% 0.11% 0.65%
S&P 500 Index 0.40% 0.09% 0.49%
International* 0.85% 0.27% 1.12%
International Small Company 1.00% 0.40% 1.40%
Capital Appreciation 0.80% 0.13% 0.93%
Growth & Income 0.85% 0.12% 0.97%
Small Cap Growth 0.90% 0.40% 1.30%
High Income Bond 0.75% 0.05% 0.80%
Equity Income 0.75% 0.43% 1.18%
Blue Chip 0.90% 0.32% 1.22%
DOW TARGET VARIABLE FUND LLC:
Dow Target 10** 0.60% 0.15% 0.75%
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income* 0.75% 0.15% 0.90%
Goldman Sachs CORE U.S. Equity* 0.70% 0.10% 0.80%
Goldman Sachs Capital Growth* 0.75% 0.15% 0.90%
Goldman Sachs Global Income* 0.90% 0.15% 1.05%
JANUS ASPEN SERIES:
Growth* 0.65% 0.05% 0.70%
International Growth* 0.67% 0.29% 0.96%
Worldwide Growth* 0.66% 0.08% 0.74%
Balanced* 0.76% 0.07% 0.83%
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company* (1.68%) 2.83% 1.15%
LAZARD RETIREMENT SERIES, INC.:
Small Cap* (14.95%) 16.20% 1.25%
Emerging Markets* (12.77%) 14.37% 1.60%
</TABLE>

3
<PAGE> 37

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL FUND
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income* (0.61%) 1.31% 0.70%
Value* (0.40%) 1.32% 0.85%
U.S. Real Estate* (0.32%) 1.52% 1.10%
Emerging Markets Debt* 0.04% 1.26% 1.52%
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital* (1.26%) 2.26% 1.00%
Total Return* (0.90%) 1.90% 1.00%
Investors* (0.70%) 1.07% 1.00%
STRONG VARIABLE INSURANCE FUNDS, INC.:
Strong Growth II 1.00% 0.20% 1.20%
Strong Opportunity II 1.00% 0.10% 1.16%
Strong Schafer Value II 1.00% 0.20% 1.20%
</TABLE>

EXAMPLE -- You would pay the following aggregate expenses on a $1,000 investment
in each Fund, assuming a 5% annual return:

<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND, INC.:
Firstar Growth & Income $29 $88 $149 $316
Strategic Income 27 83 142 301
Relative Value 26 80 137 291
Money Market * 19 60 103 223
Bond 23 69 119 255
Omni 22 67 115 248
S&P 500 Index 20 62 107 232
International * 27 81 139 295
International Small Company 29 90 153 322
Capital Appreciation 25 76 130 277
Growth & Income 24 74 126 271
Small Cap Growth 26 79 136 289
High Income Bond 23 72 123 264
Equity Income 27 83 142 301
Blue Chip 28 84 144 305
DOW TARGET VARIABLE FUND LLC:
Dow Target 10** 23 70 120 258
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income* 24 75 128 274
Goldman Sachs CORE U.S. Equity* 23 72 123 264
Goldman Sachs Capital Growth* 24 75 128 274
Goldman Sachs Global Income* 26 79 136 289
JANUS ASPEN SERIES:
Growth* 22 68 117 251
International Growth* 24 74 126 270
Worldwide Growth* 23 69 119 255
Balanced* 23 70 120 257
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company* 27 82 141 298
</TABLE>

4
<PAGE> 38

<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
LAZARD RETIREMENT SERIES, INC.
Small Cap* 28 85 145 308
Emerging Markets* 31 96 163 341
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income* 22 69 118 253
Value* 24 73 126 269
U.S. Real Estate* 26 81 138 293
Emerging Markets Debt* 31 93 159 334
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital* 25 78 133 284
Total Return* 25 78 133 284
Investors* 25 78 133 284
STRONG VARIABLE INSURANCE FUNDS, INC.:
Strong Growth II 27 84 143 303
Strong Opportunity II 27 83 141 299
Strong Schafer Value II 27 84 143 303
</TABLE>

<TABLE>
<S> <C>
OHIO NATIONAL FUND, INC.
Money Market 0.30%
International 0.90%
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income 0.75%
Goldman Sachs CORE U.S. Equity 0.70%
Goldman Sachs Capital Growth 0.75%
Goldman Sachs Global Income 0.90%
JANUS ASPEN SERIES
Growth 0.74%
International Growth 0.72%
Worldwide Growth 0.77%
Balanced 0.77%
J.P. MORGAN SERIES TRUST II
J.P. Morgan Small Company 0.60%
LAZARD RETIREMENT SERIES, INC.
Small Cap 1.20%
Emerging Markets 1.20%
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
Fixed Income 0.40%
Value 0.55%
U.S. Real Estate 0.80%
Emerging Markets Debt 0.80%
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital 1.00%
Total Return 0.80%
Investors 0.75%
</TABLE>

5
<PAGE> 39

EXAMPLE -- Without the voluntary fee waivers, you would pay the following
aggregate expenses on a $1,000 investment in each Fund, assuming 5% annual
return:

<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND, INC.
Money Market $20 $62 $106 $229
International 27 83 142 300
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income 42 127 214 436
Goldman Sachs CORE U.S. Equity 43 131 220 448
Goldman Sachs Capital Growth 33 101 171 358
Goldman Sachs Global Income 48 144 241 485
JANUS ASPEN SERIES
Growth 23 70 120 258
International Growth 25 76 131 279
Worldwide Growth 23 70 120 257
Balanced 24 73 125 268
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company 49 148 247 495
LAZARD RETIREMENT SERIES, INC.:
Small Cap 166 437 643 970
Emerging Markets 150 403 604 944
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
Fixed Income 80 135 165 294
Value 29 87 149 315
U.S. Real Estate 33 100 169 353
Emerging Markets Debt 36 109 184 382
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital 48 143 239 482
Total Return 44 133 223 453
Investors 36 109 185 384
</TABLE>

**The "Other Expenses" (and, accordingly, the Total Fund Expenses) for these
Funds are based on estimates.

***The Mortality and Expense Risk fees may be changed at any time, but may not
presently be increased to more than 0.65% and for contracts issued in the future
to more than 1.55%.

The purpose of the above table is to help you to understand the costs and
expenses that you 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. In the
examples, the annual fee is treated as if it were deducted as a percentage of
assets, based upon the average account value for all contracts, including ones
from which a portion of the contract fee may be paid from amounts invested in
the Guaranteed Account. Neither the table nor the examples reflect any premium
taxes that may apply to a contract. These 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 we may offer. For
further details, see Deduction for State Premium Tax, page 12.

FINANCIAL STATEMENTS

The complete financial statements of VAA and Ohio National Life, including the
Independent Auditors' Reports for them, are included in the Statement of
Additional Information.

6
<PAGE> 40

ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
YEAR ENDED UNIT VALUE AT UNIT VALUE AT NUMBER OF UNITS
DECEMBER 31 BEGINNING OF YEAR END OF YEAR AT END OF YEAR
------------ ----------------- ------------- ---------------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND:
Money Market 1998 $10.000000 $10.250770 354,726
Bond 1998 $10.000000 $10.211170 0
Omni 1998 $10.000000 $ 9.373686 0
S&P 500 Index 1998 $10.000000 $11.131014 14,746
International 1998 $10.000000 $ 9.345821 0
Capital Appreciation 1998 $10.000000 $ 9.830302 6,258
Growth & Income 1998 $10.000000 $ 9.287411 3,517
Small Cap Growth 1998 $10.000000 $10.359321 5,017
High Income Bond 1998 $10.000000 $ 9.882097 0
Equity Income 1998 $10.000000 $10.488837 0
Blue Chip 1998 $10.000000 $10.134253 2,508
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth & Income 1998 $10.000000 $ 8.842262 10,579
Goldman Sachs CORE U.S. Equity 1998 $10.000000 $10.178701 13,701
Goldman Sachs Capital Growth 1998 $10.000000 $11.183295 0
Goldman Sachs Global Income 1998 $10.000000 $10.562975 0
JANUS ASPEN SERIES:
Growth 1998 $10.000000 $11.550278 7,103
International Growth 1998 $10.000000 $ 9.866798 0
Worldwide Growth 1998 $10.000000 $10.498008 2,063
Balanced 1998 $10.000000 $11.619511 10,515
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company 1998 $10.000000 $ 8.326677 11,686
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS:
Fixed Income 1998 $10.000000 $10.442562 3,925
Value 1998 $10.000000 $ 8.793779 0
U.S. Real Estate 1998 $10.000000 $ 8.935176 0
Emerging Markets Debt 1998 $10.000000 $ 6.715933 0
SALOMON BROTHERS VARIABLE SERIES FUND:
Capital 1998 $10.000000 $10.660198 3,518
Total Return 1998 $10.000000 $ 9.998263 3,757
Investors 1998 $10.000000 $10.125357 4,237
STRONG VARIABLE INSURANCE:
Strong Growth II 1998 $10.000000 $11.518881 0
Strong Opportunity II 1998 $10.000000 $ 9.534784 42,277
Strong Schafer Value II 1998 $10.000000 $ 9.386490 0
</TABLE>

OHIO NATIONAL LIFE

7
<PAGE> 41

holding company (Ohio National Mutual Holdings, Inc.). Our policyholders own the
majority voting interest of the holding company.

OHIO NATIONAL VARIABLE ACCOUNT A

THE FUNDS

MIXED AND SHARED FUNDING

- - changes in state insurance law;

- - changes in federal income tax law;

8
<PAGE> 42

- - changes in the investment management of any Fund; or

- - differences between voting instructions given by different types of contract
owners.

VOTING RIGHTS

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

DEDUCTIONS AND EXPENSES

SALES CHARGE

No deduction is made for sales expense.

CONTRACT ADMINISTRATION CHARGE

DEDUCTION FOR ADMINISTRATIVE EXPENSES

DEDUCTION FOR RISK UNDERTAKINGS

9
<PAGE> 43

payments begin, we guarantee that variable annuity payments will not be affected
by adverse mortality experience or expenses.

TRANSFER FEE

DEDUCTION FOR STATE PREMIUM TAX

FUND EXPENSES

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

DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

10-DAY FREE LOOK

ACCUMULATION PERIOD

PURCHASE PAYMENTS

10
<PAGE> 44

ACCUMULATION UNITS

CREDITING ACCUMULATION UNITS

ALLOCATION OF PURCHASE PAYMENTS

ACCUMULATION UNIT VALUE AND ACCUMULATION VALUE

NET INVESTMENT FACTOR

(a) is

(1) the net asset value of the corresponding Fund share at the end of a
valuation period, plus

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

(3) a per share charge or credit for any taxes paid or reserved for the
maintenance or operation of that subaccount; (No federal income taxes
apply under present law.)

(b) is the net asset value of the corresponding Fund share at 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 11, and
Deduction for Risk Undertakings, page 11.)

11
<PAGE> 45

SURRENDER AND PARTIAL WITHDRAWAL

Your 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 the Securities and
Exchange Commission has restricted trading on the Exchange;

(3) such other periods as the Commission may order to protect security holders.

TRANSFERS AMONG SUBACCOUNTS

TELEACCESS

12
<PAGE> 46

added security, we send the contract owner a written confirmation of all
telephone transfers on the next business day. However, if we cannot complete a
transfer as requested, our customer service representative will contact the
owner in writing sent within 48 hours of the TeleAccess request. YOU MAY THINK
THAT YOU HAVE LIMITED THIS ACCESS TO YOURSELF, OR TO YOURSELF AND YOUR
REPRESENTATIVE. HOWEVER, ANYONE GIVING US THE NECESSARY IDENTIFYING INFORMATION
CAN USE TELEACCESS ONCE YOU AUTHORIZE IT.

SCHEDULED TRANSFERS (DOLLAR COST AVERAGING)

PORTFOLIO REBALANCING

To elect this option, or to discontinue it, you must give us written
authorization. The transfer charge does not apply to portfolio rebalancing
transactions.

DEATH BENEFIT

This death benefit will be the greater of:

- - the contract value; or

- - the net of purchase payments less withdrawals.

13
<PAGE> 47

the death benefit for the previous year. There is an additional charge
(presently at an annual rate of 0.05% of the optional death benefit amount,
which rate may be increased to no more than 0.25% on contracts issued in the
future) for this optional benefit.