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. 333-43515
--------
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, Second Vice President and Counsel
The Ohio National Life Insurance Company
P.O. Box 237
Cincinnati, Ohio 45201

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

Approximate Date of Proposed Public Offering: As soon after the effective date
of this registration statement 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)(1) of Rule 485
x on May 1, 1999 pursuant to paragraph (a)(1) of Rule 485
---
If appropriate, check the following box:
--- this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

<PAGE> 2

OHIO NATIONAL VARIABLE ACCOUNT A

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

2 Glossary of Special Terms

3 Not applicable

4 Not applicable

5 Ohio National Life
Ohio National Variable Account A
The Funds

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 $5,000 ($2,000 for IRAs). 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.
We may charge you a surrender charge up to 6% of the amount withdrawn. You may
withdraw up to 10% of the contract value each year without this charge. 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...................................... 9
Ohio National Life........................................ 10
Ohio National Variable Account A.......................... 10
The Funds................................................. 11
Distribution of Variable Annuity Contracts.................. 12
Deductions and Expenses..................................... 12
Surrender Charge.......................................... 12
Contract Administration Charge............................ 12
Deduction for Administrative Expenses..................... 12
Deduction for Risk Undertakings........................... 12
Transfer Fee.............................................. 13
Deduction for State Premium Tax........................... 13
Fund Expenses............................................. 13
Description of Variable Annuity Contracts................... 13
10-Day Free Look.......................................... 13
Accumulation Period....................................... 13
Annuity Period............................................ 18
Contract Owner Inquiries.................................. 21
Performance Data.......................................... 21
Federal Tax Status.......................................... 21
IRA Disclosure Statement.................................... 25
</TABLE>

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
<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
Morgan Stanley Dean Witter Investment
U.S. Real Estate Portfolio Management, Inc.
Morgan Stanley Dean Witter Investment
Emerging Markets Debt Portfolio 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 YEARS PAYMENT
---------------------------------- ----- -------
<S> <C> <C>
Deferred Sales Load (this "surrender charge" is a percentage
of value withdrawn; the percentage varies with number of
years from purchase payments to which values relate) 1st 6%
2nd 6%
3rd 5%
4th 4%
5th 2%
6th 1%
7th and later 0%
</TABLE>

<TABLE>
<S> <C>
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*** 1.15%
Account Fees and Expenses 0.25%
----
Total VAA Annual Expenses 1.40%
</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* (0.07%) 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 -- If you surrendered your contract at the end of the applicable time
period, you would pay the following aggregate expenses on a $1,000 investment in
each Fund, assuming 5% annual return:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND, INC.:
Money Market* $72 $101 $116 $213
Bond 75 111 132 245
Omni 75 109 128 238
S&P 500 Index 73 104 120 221
International* 79 123 152 286
International Small Company 82 131 166 313
Capital Appreciation 77 117 142 267
Growth & Income 77 115 139 261
Small Cap Growth 79 121 148 279
High Income Bond 76 113 136 253
Equity Income 80 125 155 291
Blue Chip 80 126 157 295
DOW TARGET VARIABLE FUND LLC:
Dow Target 10** 76 112 133 248
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income* 77 116 141 264
Goldman Sachs CORE U.S. Equity* 76 113 136 253
Goldman Sachs Capital Growth* 77 116 141 264
Goldman Sachs Global Income* 79 121 148 279
JANUS ASPEN SERIES:
Growth* 75 110 130 241
International Growth* 77 115 139 260
Worldwide Growth* 75 111 132 245
Balanced* 76 112 133 247
J.P. MORGAN SERIES TRUST II:
J.P.Morgan Small Company* 80 124 153 289
LAZARD RETIREMENT SERIES, INC.:
Small Cap* 81 127 158 298
Emerging Markets* 84 137 175 332
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income* 75 110 131 243
Value* 77 115 138 258
U.S. Real Estate* 79 122 151 284
Emerging Markets Debt* 83 135 172 324
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital* 78 119 146 274
Total Return* 78 119 146 274
Investors* 78 119 146 274
STRONG VARIABLE INSURANCE FUNDS, INC.:
Strong Growth II 80 125 156 293
Strong Opportunity II 80 124 154 290
Strong Schafer Value II 80 125 156 293
</TABLE>

5
<PAGE> 11

EXAMPLE -- If you do not surrender your contract or if you annuitize at the end
of the applicable time period, you would pay the following aggregate expenses on
the same investment:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND, INC.:
Money Market* $18 $57 $98 $213
Bond 22 66 114 245
Omni 21 64 110 238
S&P 500 Index 19 59 102 221
International* 26 78 134 286
International Small Company 28 87 148 313
Capital Appreciation 24 73 125 267
Growth & Income 23 71 121 261
Small Cap Growth 25 76 131 279
High Income Bond 22 69 118 253
Equity Income 26 80 137 291
Blue Chip 27 81 139 295
DOW TARGET VARIABLE FUND LLC:
Dow Target 10** 22 67 115 248
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income* 23 72 123 264
Goldman Sachs CORE U.S. Equity* 22 69 118 253
Goldman Sachs Capital Growth* 23 72 123 264
Goldman Sachs Global Income* 25 76 131 279
JANUS ASPEN SERIES:
Growth* 21 65 112 241
International Growth* 23 71 121 260
Worldwide Growth* 22 66 114 245
Balanced* 22 67 115 247
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company* 26 79 136 289
LAZARD RETIREMENT SERIES, INC.:
Small Cap* 27 82 141 298
Emerging Markets* 30 93 158 332
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income* 21 66 113 243
Value* 23 70 120 258
U.S. Real Estate* 25 78 133 284
Emerging Markets Debt* 30 90 154 324
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital* 24 75 128 274
Total Return* 24 75 128 274
Investors* 24 75 128 274
STRONG VARIABLE INSURANCE FUNDS, INC.:
Strong Growth II 26 81 138 293
Strong Opportunity II 26 80 136 290
Strong Schafer Value II 26 81 138 293
</TABLE>

6
<PAGE> 12

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND, INC.:
Money Market $73 $103 $118 $218
International 80 125 154 290
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income 95 169 227 428
Goldman Sachs CORE U.S. Equity 96 173 234 440
Goldman Sachs Capital Growth 86 143 184 348
Goldman Sachs Global Income 101 187 255 477
JANUS ASPEN SERIES:
Growth 76 112 133 248
International Growth 78 118 143 269
Worldwide Growth 76 112 133 247
Balanced 78 119 145 273
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company 102 190 261 487
</TABLE>

7
<PAGE> 13

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
LAZARD RETIREMENT SERIES, INC.:
Small Cap 220 482 660 968
Emerging Markets 204 448 621 942
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income 79 121 148 278
Value 81 129 162 305
U.S. Real Estate 85 141 182 344
Emerging Markets Debt 89 151 197 373
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital 101 185 253 474
Total Return 97 175 237 445
Investors 89 151 198 375
</TABLE>

EXAMPLE -- Without the voluntary fee waivers, if you do not surrender your
contract or if you annuitize at the end of the applicable time period, you would
pay the following aggregate expenses on the same investment:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND, INC.:
Money Market $19 $58 $101 $218
International 26 80 137 290
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income 41 124 209 428
Goldman Sachs CORE U.S. Equity 42 128 216 440
Goldman Sachs Capital Growth 32 98 166 348
Goldman Sachs Global Income 47 142 237 477
JANUS ASPEN SERIES:
Growth 22 67 115 248
International Growth 24 73 126 269
Worldwide Growth 22 67 115 247
Balanced 24 75 128 273
J.P. MORGAN SERIES TRUST II:
J.P.Morgan Small Company 48 145 243 487
LAZARD RETIREMENT SERIES, INC.:
Small Cap 165 435 641 968
Emerging Markets 149 401 602 942
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income 25 76 130 278
Value 28 84 144 305
U.S. Real Estate 32 97 164 344
Emerging Markets Debt 35 106 179 373
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital 47 141 235 474
Total Return 43 130 219 445
Investors 35 107 180 375
</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

8
<PAGE> 14

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 13.

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.

OHIO NATIONAL FUND:

<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>
Money Market 1998 $10.000000 $10.257518 141,511
Bond 1998 $10.000000 $10.217891 31,345
Omni 1998 $10.000000 $ 9.379873 19,147
S&P 500 Index 1998 $10.000000 $11.138349 162,770
International 1998 $10.000000 $ 9.351988 5,885
Capital Appreciation 1998 $10.000000 $ 9.836784 56,849
Growth & Income 1998 $10.000000 $ 9.293575 57,455
Small Cap Growth 1998 $10.000000 $10.366153 7,682
High Income Bond 1998 $10.000000 $ 9.888612 29,416
Equity Income 1998 $10.000000 $10.495750 9,168
Blue Chip 1998 $10.000000 $10.140937 47,254
</TABLE>

GOLDMAN SACHS VARIABLE INSURANCE TRUST:

<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>
Goldman Sachs Growth & Income 1998 $10.000000 $ 8.848103 49,518
Goldman Sachs CORE U.S. Equity 1998 $10.000000 $10.185409 48,081
Goldman Sachs Capital Growth 1998 $10.000000 $11.190658 41,158
Goldman Sachs Global Income 1998 $10.000000 $10.569939 6,044
</TABLE>

JANUS ASPEN SERIES:

<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>
Growth 1998 $10.000000 $11.557898 142,559
International Growth 1998 $10.000000 $ 9.873298 19,644
Worldwide Growth 1998 $10.000000 $10.504917 139,755
Balanced 1998 $10.000000 $11.627155 164,472
</TABLE>

9
<PAGE> 15

J.P. MORGAN SERIES TRUST II:

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS:

SALOMON BROTHERS VARIABLE SERIES FUND:

<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>
Capital 1998 $10.000000 $10.667226 21,659
Total Return 1998 $10.000000 $10.004853 28,716
Investors 1998 $10.000000 $10.132029 27,822
</TABLE>

STRONG VARIABLE INSURANCE:

<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>
Strong Growth II 1998 $10.000000 $11.526465 42,782
Strong Opportunity II 1998 $10.000000 $ 9.541070 28,554
Strong Schafer Value II 1998 $10.000000 $ 9.392680 3,481
</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.

10
<PAGE> 16

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.

11
<PAGE> 17

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

SURRENDER CHARGE

There is no deduction from purchase payments to pay sales expense. We may assess
a surrender charge if you surrender the contract or withdraw part of its value.
The purpose of this charge is to defray expenses relating to the sale of the
contract, including compensation to broker-dealers, cost of sales literature and
prospectuses, and other expenses related to sales activity. The surrender charge
is a percent of the amount you withdraw or surrender. This percentage varies
with the number of years from the date the purchase payments were made (starting
with the first purchase payment) as follows:

<TABLE>
<CAPTION>
YEARS PAYMENT
----- -------
<S> <C>
1st 6%
2nd 6%
3rd 5%
4th 4%
5th 2%
6th 1%
7th and later 0%
</TABLE>

During each contract year, you may make partial withdrawals of not more than 10%
of the contract value (as of the day of the first withdrawal made during that
contract year) without a surrender charge.

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

12
<PAGE> 18

annuitant dies before annuity payments begin. (This Death Benefit is described
on page 17). 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 1.15% 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 0.50% 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.

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 $5,000 ($2,000 for IRAs). 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.

13
<PAGE> 19

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 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 13, and
Deduction for Risk Undertakings, page 13.)

14
<PAGE> 20

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). The surrender charge
may then apply. That charge is a percent of the total amount withdrawn. For
example, if you request a partial withdrawal of $1,000 during the first two
years after the first purchase payment for which there are contract values, and
after you have received that year's "free" withdrawal of 10% of the accumulation
value, we would pay you $1,000, but the total amount deducted from the contract
value would be $1,063.83 (i.e., $1,063.83 x 6% = $63.83). Unless you specify
otherwise, the withdrawal will be made pro-rata from your values in each Fund.
The amount you may withdraw is the contract value less any surrender charge. 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 22. For tax consequences of a surrender
or withdrawal, see Federal Tax Status, page 21.

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;

(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 13, and Transfers During Annuity Payout, page 20. 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.

15
<PAGE> 21

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 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.

NURSING FACILITY CONFINEMENT

If the annuitant is, or has been, confined to a state licensed or legally
operated in-patient nursing home facility for at least 30 consecutive days, we
will not assess a surrender charge on partial withdrawals of up to $5,000 per
month. You may not withdraw more than one half of the contract value as of the
beginning of the confinement. This waiver of the surrender charge may not be
available in all states. It only applies when:

- - the confinement begins after the first contract anniversary and before annuity
payments begin;

- - the contract was issued before the annuitant's 80th birthday, and

16
<PAGE> 22

- - we receive the request for withdrawal, together with proof of the confinement,
at our home office while the annuitant is confined or within 90 days after
discharge from the facility.

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 greatest of:

- - the contract value; or

- - the net of purchase payments less withdrawals; or

- - the stepped-up death benefit amount if the contract has been in effect for at
least 3 years.

For the 3-year period beginning on the third contract anniversary, the
stepped-up death benefit will be the greater of (i) the contract value as of the
third anniversary or (ii) the net of purchase payments less withdrawals made on
or before the third anniversary. At the beginning of each later 3-year period
(until the annuitant attains age 90), the stepped up death benefit will be the
greater of (i) the contract value on that date or (ii) the death benefit as of
the last day of the preceding 3-year period. The stepped-up death benefit amount
is increased by purchase payments and decreased by withdrawals made during each
3-year period after the third anniversary.

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.

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,

17
<PAGE> 23

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 surrender charge on partial withdrawals, 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 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.

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<PAGE> 24

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.

<TABLE>
<S> <C>
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.
</TABLE>

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.

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

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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 15) 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.

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,

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<PAGE> 26

- - 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.

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

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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;

- - 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

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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.

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%,
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<PAGE> 29

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 age 70 1/2. A 50% nondeductible excise tax is imposed on the
excess in any tax year of the amount that should have been distributed over the
amount actually distributed.

Section 408A of the Code provides for a special type of IRA called a Roth IRA.
No tax deduction is allowed for contributions to a Roth IRA, but assets grow on
a tax-deferred basis. Under certain circumstances, withdrawals from a Roth IRA
can be excludable from income. 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.

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<PAGE> 30

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.

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 26). 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 14). 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

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<PAGE> 31

which may be deducted reduced proportionately for Adjusted Gross Income between
$50,000-$60,000. There is no deduction allowed for IRA contributions when
Adjusted Gross Income reaches $40,000 for individuals and $60,000 for married
couples filing jointly.

Contributions made by your employer to your SEPP-IRA are excludable from your
gross income for tax purposes in the calendar year for which the amount is
contributed. Certain employees who participate in a SEPP-IRA will be entitled to
elect to have their employer make contributions to their SEPP-IRA on their
behalf or to receive the contributions in cash. If the employee elects to have
contributions made on the employee's behalf to the SEPP, those funds are not
treated as current taxable income to the employee. Elective deferrals under a
SEPP-IRA are subject to an inflation-adjusted limit which is $10,000 for 1998.
Salary-reduction SEPP-IRAs (also called "SARSEPs") are available only if at
least 50% of the employees elect to have amounts contributed to the SEPP-IRA and
if the employer has 25 or fewer employees at all times during the preceding
year. New salary-reduction SEPPs may not be established after 1996.

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

Under a SEPP-IRA agreement, the maximum annual contribution which your employer
may make on your behalf to a SEPP-IRA contract which is excludable from your
income is the lesser of 15% of your salary or $24,000. An employee who is a
participant in a SEPP-IRA agreement may make after-tax contributions to the
SEPP-IRA contract, subject to the contribution limits applicable to IRAs in
general. Those employee contributions will be deductible subject to the
deductibility rules described above.

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.

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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

At no time can your interest in your IRA or SEPP-IRA be forfeited. To insure
that your contributions will be used for your retirement, the federal tax law
does not permit you to use your IRA or SEPP-IRA as security for a loan.
Furthermore, as a general rule, you may not sell or assign your interest in your
IRA or SEPP-IRA to anyone. Use of an IRA (or SEPP-IRA) as security or assignment
of it to another will invalidate the entire annuity. It then will be includable
in your income in the year it is invalidated and will be subject to a 10%
penalty tax if you are not at least age 59 1/2 or totally disabled. (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 1/2 or (2) start to receive periodic payments by that date. If you
elect to receive periodic payments, those payments must be sufficient to pay out
the entire value of your IRA during your life expectancy (or over the joint life
expectancies of you and your spouse). If the payments are not sufficient to meet
these requirements, an excise tax of 50% will be imposed on the amount of any
underpayment.

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DEATH BENEFITS

If you, (or your surviving spouse) die before receiving the entire value of your
IRA (or SEPP-IRA), the remaining interest must be distributed to your
beneficiary (or your surviving spouse's beneficiary) in one lump-sum within 5
years of death, or applied to purchase an immediate annuity for the beneficiary.
This annuity must be payable over the life expectancy of the beneficiary
beginning within one year after your or your spouse's death. If your spouse is
the designated beneficiary, he or she is treated as the owner of the IRA. If
minimum required distributions have begun, the entire amount must be distributed
at least as rapidly as if the owner had survived. A distribution of the balance
of your IRA upon your death will not be considered a gift for federal tax
purposes, but will be included in your gross estate for purposes of federal
estate taxes.

ROTH IRAS

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

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

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

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

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

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.

28
<PAGE> 34

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.

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>
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
65 193,010.34 6,858.32 193,010.34 6,858.32
70 229,090.34 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.

29
<PAGE> 35

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> 36

TABLE OF CONTENTS

<TABLE>
<S> <C>
Available Funds............................................. 2
Fee Table................................................... 3
Financial Statements...................................... 9
Ohio National Life........................................ 11
Ohio National Variable Account A.......................... 11
The Funds................................................. 11
Distribution of Variable Annuity Contracts.................. 12
Deductions and Expenses..................................... 12
Surrender Charge.......................................... 12
Contract Administration Charge............................ 12
Deduction for Administrative Expenses..................... 12
Deduction for Risk Undertakings........................... 12
Transfer Fee.............................................. 13
Deduction for State Premium Tax........................... 13
Fund Expenses............................................. 13
Description of Variable Annuity Contracts................... 13
10-Day Free Look.......................................... 13
Accumulation Period....................................... 13
Annuity Period............................................ 18
Contract Owner Inquiries.................................. 20
Performance Data.......................................... 21
Federal Tax Status.......................................... 21
IRA Disclosure Statement.................................... 26
</TABLE>

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 Ohio National Investments, Inc.
fund)
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 (FIRST TRUST ADVISORS L.P.)
The Dow(SM) Target 10 Portfolios
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 Strong Capital Management, Inc. (a mid
cap/ small cap fund)
Strong Schafer Value Fund II Strong Capital Management, Inc.
</TABLE>

2
<PAGE> 38

FEE TABLE

<TABLE>
<CAPTION>
CONTRACTOWNER TRANSACTION EXPENSES
----------------------------------
<S> <C> <C> <C>
Deferred Sales Load (this "surrender charge" YEARS PAYMENT
is a percentage of value withdrawn; the ----- ----
percentage varies with number of years from 1st 6%
purchase payments to which values relate) 2nd 6%
3rd 5%
4th 4%
5th 2%
6th 1%
7th and later 0%
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*** 1.15%
Account Fees and Expenses 0.25%
----
Total VAA Annual Expenses 1.40%
</TABLE>

3
<PAGE> 39

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%
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* (0.07%) 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> 40

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND, INC.:
Firstar Growth & Income $81 $129 $162 $306
Strategic Income 80 125 155 291
Relative Value 79 122 150 282
Money Market* 72 101 116 213
Bond 75 111 132 245
Omni 75 109 128 238
S&P 500 Index 73 104 120 221
International* 79 123 152 286
International Small Company 82 131 166 313
Capital Appreciation 77 117 142 267
Growth & Income 77 115 139 261
Small Cap Growth 79 121 148 279
High Income Bond 76 113 136 253
Equity Income 80 125 155 291
Blue Chip 80 126 157 295
DOW TARGET VARIABLE FUND LLC:
Dow Target 10** 76 112 133 248
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income* 77 116 141 264
Goldman Sachs CORE U.S. Equity* 76 113 136 253
Goldman Sachs Capital Growth* 77 116 141 264
Goldman Sachs Global Income* 79 121 148 279
JANUS ASPEN SERIES:
Growth* 75 110 130 241
International Growth* 77 115 139 260
Worldwide Growth* 75 111 132 245
Balanced* 76 112 133 247
J.P. MORGAN SERIES TRUST II:
J.P.Morgan Small Company* 80 124 153 289
LAZARD RETIREMENT SERIES, INC.
Small Cap* 81 127 158 298
Emerging Markets* 84 137 175 332
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income* 75 110 131 243
Value* 77 115 138 258
U.S. Real Estate* 79 122 151 284
Emerging Markets Debt* 83 135 172 324
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital* 78 119 146 274
Total Return* 78 119 146 274
Investors* 78 119 146 274
STRONG VARIABLE INSURANCE FUNDS, INC.:
Strong Growth II 80 125 156 293
Strong Opportunity II 80 124 154 290
Strong Schafer Value II 80 125 156 293
</TABLE>

5
<PAGE> 41

EXAMPLE -- If you do not surrender your contract or if you annuitize at the end
of the applicable time period, you would pay the following aggregate expenses on
the same investment:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
OHIO NATIONAL FUND, INC.:
Firstar Growth & Income $28 $85 $144 $306
Strategic Income 26 80 137 291
Relative Value 25 77 132 282
Money Market * 18 57 98 213
Bond 22 66 114 245
Omni 21 64 110 238
S&P 500 Index 19 59 102 221
International * 26 78 134 286
International Small Company 28 87 148 313
Capital Appreciation 24 73 125 267
Growth & Income 23 71 121 261
Small Cap Growth 25 76 131 279
High Income Bond 22 69 118 253
Equity Income 26 80 137 291
Blue Chip 27 81 139 295
DOW TARGET VARIABLE FUND LLC:
Dow Target 10** 22 67 115 248
GOLDMAN SACHS VARIABLE INSURANCE TRUST:
Goldman Sachs Growth and Income* 23 72 123 264
Goldman Sachs CORE U.S. Equity* 22 69 118 253
Goldman Sachs Capital Growth* 23 72 123 264
Goldman Sachs Global Income* 25 76 131 279
JANUS ASPEN SERIES:
Growth* 21 65 112 241
International Growth* 23 71 121 260
Worldwide Growth* 22 66 114 245
Balanced* 22 67 115 247
J.P. MORGAN SERIES TRUST II:
J.P. Morgan Small Company* 26 79 136 289
LAZARD RETIREMENT SERIES, INC.
Small Cap* 27 82 141 298
Emerging Markets* 30 93 158 332
MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.:
Fixed Income* 21 66 113 243
Value* 23 70 120 258
U.S. Real Estate* 25 78 133 284
Emerging Markets Debt* 30 90 154 324
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
Capital* 24 75 128 274
Total Return* 24 75 128 274
Investors* 24 75 128 274
Strong Variable Insurance Funds, Inc.:
Strong Growth II 26 81 138 293
Strong Opportunity II 26 80 136 290
Strong Schafer Value II 26 81 138 293
</TABLE>

6
<PAGE> 42

7
<PAGE> 43

**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%.

8
<PAGE> 44

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

OHIO NATIONAL FUND:

GOLDMAN SACHS VARIABLE INSURANCE TRUST:

<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>
Goldman Sachs Growth & Income 1998 $10.000000 $ 8.848103 49,518
Goldman Sachs CORE U.S. Equity 1998 $10.000000 $10.185409 48,081
Goldman Sachs Capital Growth 1998 $10.000000 $11.190658 41,158
Goldman Sachs Global Income 1998 $10.000000 $10.569939 6,044
</TABLE>

JANUS ASPEN SERIES:

<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>
Growth 1998 $10.000000 $11.557898 142,559
International Growth 1998 $10.000000 $ 9.873298 19,644
Worldwide Growth 1998 $10.000000 $10.504917 139,755
Balanced 1998 $10.000000 $11.627155 164,472
</TABLE>

9
<PAGE> 45

J.P. MORGAN SERIES TRUST II:

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS:

SALOMON BROTHERS VARIABLE SERIES FUND:

<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>
Capital 1998 $10.000000 $10.667226 21,659
Total Return 1998 $10.000000 $10.004853 28,716
Investors 1998 $10.000000 $10.132029 27,822
</TABLE>

STRONG VARIABLE INSURANCE:

<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>
Strong Growth II 1998 $10.000000 $11.526465 42,782
Strong Opportunity II 1998 $10.000000 $ 9.541070 28,554
Strong Schafer Value II 1998 $10.000000 $ 9.392680 3,481
</TABLE>

OHIO NATIONAL LIFE

OHIO NATIONAL VARIABLE ACCOUNT A

10
<PAGE> 46

THE FUNDS

MIXED AND SHARED FUNDING

- - 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

11
<PAGE> 47

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

DEDUCTIONS AND EXPENSES

SURRENDER CHARGE

<TABLE>
<CAPTION>
YEARS PAYMENT
----- -------
<S> <C>
1st 6%
2nd 6%
3rd 5%
4th 4%
5th 2%
6th 1%
7th and later 0%
</TABLE>

CONTRACT ADMINISTRATION CHARGE

DEDUCTION FOR ADMINISTRATIVE EXPENSES

DEDUCTION FOR RISK UNDERTAKINGS

12
<PAGE> 48

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

13
<PAGE> 49

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 13, and Deduction
for Risk Undertakings, page 13.)

14
<PAGE> 50

SURRENDER AND PARTIAL WITHDRAWAL

Your right to withdraw may be suspended or the date of payment postponed:

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

TRANSFERS AMONG SUBACCOUNTS

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.

15
<PAGE> 51

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)

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.

NURSING FACILITY CONFINEMENT

- - the confinement begins after the first contract anniversary and before annuity
payments begin;

- - the contract was issued before the annuitant's 80th birthday, and

16
<PAGE> 52

- - we receive the request for withdrawal, together with proof of the confinement,
at our home office while the annuitant is confined or within 90 days after
discharge from the facility.

DEATH BENEFIT

This death benefit will be the greatest of:

- - the contract value; or

- - the net of purchase payments less withdrawals; or

- - the stepped-up death benefit amount if the contract has been in effect for at
least 3 years.

GUARANTEED ACCOUNT

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.

17
<PAGE> 53

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

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

OHIO NATIONAL LIFE EMPLOYEE DISCOUNT

TEXAS STATE OPTIONAL RETIREMENT PROGRAM

ANNUITY PERIOD

ANNUITY PAYOUT DATE

18
<PAGE> 54

ANNUITY OPTIONS

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

We may agree to other settlement options.

DETERMINATION OF AMOUNT OF THE FIRST VARIABLE ANNUITY PAYMENT

19
<PAGE> 55

ANNUITY UNITS AND VARIABLE PAYMENTS

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.

TRANSFERS DURING ANNUITY PAYOUT

OTHER CONTRACT PROVISIONS

ASSIGNMENT

- - the annuitant,

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

20
<PAGE> 56

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

PERIODIC REPORTS

SUBSTITUTION FOR FUND SHARES

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

FEDERAL TAX STATUS

21
<PAGE> 57

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;

- - 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.

22
<PAGE> 58

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

- - 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.

QUALIFIED PENSION OR PROFIT-SHARING PLANS

23
<PAGE> 59

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)

SIMPLIFIED EMPLOYEE PENSION PLANS (SEPPS)

24
<PAGE> 60

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.

WITHHOLDING ON DISTRIBUTION

25
<PAGE> 61

APPENDIX A

IRA DISCLOSURE STATEMENT

FREE LOOK PERIOD

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

CONTRIBUTIONS AND DEDUCTIONS

26
<PAGE> 62

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.

IRA FOR NON-WORKING SPOUSE

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

27
<PAGE> 63

PREMATURE DISTRIBUTIONS

DISTRIBUTION AT RETIREMENT

INADEQUATE DISTRIBUTIONS -- 50% TAX

DEATH BENEFITS

ROTH IRAS

28
<PAGE> 64

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.

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

29
<PAGE> 65

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>
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
65 193,010.34 6,858.32 193,010.34 6,858.32
70 229,090.34 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.

30
<PAGE> 66
PART B

STATEMENT OF ADDITIONAL INFORMATION
<PAGE> 67

OHIO NATIONAL VARIABLE ACCOUNT A
OF
THE OHIO NATIONAL LIFE INSURANCE COMPANY

One Financial Way
Montgomery, Ohio 45242
Telephone (513) 794-6514

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1999

This Statement of Additional Information is not a prospectus. Read it along with
the prospectus for Ohio National Variable Account A ("VAA") flexible purchase
payment individual variable annuity contracts dated May 1, 1999. To get a free
copy of the prospectus for VAA, write or call us at the above address.

Table of Contents
<TABLE>
<S> <C>
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . 2
Independent Certified Public Accountants . . . . . . . . . 2
Underwriter . . . . . . . . . . . . . . . . . . . . . . . . 2
Calculation of Money Market Yield . . . . . . . . . . . . . 3
Total Return . . . . . . . . . . . . . . . . . . . . . . . 3
The Year 2000 Issue . . . . . . . . . . . . . . . . . . . . 4
Loans Under Tax-sheltered Annuities . . . . . . . . . . . . 5
Financial Statements. . . . . . . . . . . . . . . . . . . . 6
</TABLE>

"PREMIER VA"

<PAGE> 68

CUSTODIAN

We have a custody agreement with Firstar Bank, N.A., Cincinnati, Ohio, under
which Firstar holds custody of VAA's assets. The agreement provides for Firstar
to purchase Fund shares at their net asset value determined as of the end of the
valuation period during which we receive the deposit. At our instruction,
Firstar redeems the Fund shares held by VAA at their net asset value determined
as of the end of the valuation period during which we receive or make a
redemption request. In addition, Firstar keeps appropriate records of all of
VAA's transactions in Fund shares.

The custody agreement requires Firstar to always have aggregate capital, surplus
and undivided profit of not less than $2 million. It does not allow Firstar to
resign until (a) a successor custodian bank having the above qualifications has
agreed to serve as custodian, or (b) VAA has been completely liquidated and the
liquidation proceeds properly distributed. Subject to these conditions, the
custody agreement may be terminated by either us or Firstar upon sixty days
written notice. We pay Firstar a fee for its services as custodian.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The financial statements of VAA as of December 31, 1998 and for the periods
indicated and our consolidated financial statements as of December 31, 1998 and
1997 and for the periods indicated have been included in reliance upon the
report of KPMG LLP, independent certified public accountants, also appearing
herein, and upon that firm's authority as experts in accounting and auditing.

UNDERWRITER

We offer the contracts continuously. Before May 1, 1997, The O. N. Equity Sales
Company ("ONESCO"), a wholly-owned subsidiary of ours, was the principal
underwriter of the contracts. Since May 1, 1997, the principal underwriter has
been Ohio National Equities, Inc. ("ONEQ"), another wholly-owned subsidiary of
ours. The aggregate amount of commissions paid to ONESCO and ONEQ for contracts
issued by VAA, and the amounts retained by ONESCO and ONEQ, for each of the last
three years have been:

<TABLE>
<CAPTION>
ONESCO ONEQ ONESCO ONEQ
Aggregate Aggregate Retained Retained
Year Commissions Commissions Commissions Commissions
- ---- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
1998 None $6,658,441 None $827,720
1997 $ 903,146 2,997,646 $ 89,572 297,299
1996 2,461,096 None 239,957 None
</TABLE>

<PAGE> 69

CALCULATION OF MONEY MARKET YIELD

The annualized current yield of the Money Market subaccount for the seven days
ended on December 31, 1998, was 3.79%. This was calculated by determining the
net change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one Money Market accumulation unit at
the beginning of the seven-day period, dividing the net change in value by the
beginning value to obtain the seven-day return, and multiplying the difference
by 365/7. The result is rounded to the nearest hundredth of one percent.

TOTAL RETURN

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

P(1 + T)n = ERV

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

We will up-date standardized total return data based upon Fund performance in
the subaccounts within 30 days after each calendar quarter.

In addition, we may present non-standardized total return data, using the above
formula but based upon Fund performance before the date we first offered this
series of contracts (May 1, 1998). This will be presented as if the same charges
and deductions applying to these contracts had been in effect from the inception
of each Fund. Note that, for purposes of these calculations, we convert the $30
annual contract administration charge to an annual percentage charge of 0.15%.
This is based upon an average contract value of $20,000. The actual effect that
the contract administration charge would have on total returns would be less
than that percentage for contracts having a higher value and greater than that
for contracts having a lower value.

The average annual non-standardized total returns for the contracts from the
inception of each Fund and for the one-, five- and ten-year periods ending on
December 31, 1998 (assuming surrender of the contract then) are as follows:

<TABLE>
<CAPTION>
One Five Ten From Inception
Year Years Years Inception Date
---- ----- ----- --------- ----
<S> <C> <C> <C> <C> <C>
Ohio National Fund:
Money Market 3.90% 3.65% 3.91% 5.71% 03-20-80
Bond 3.76% 4.93% 6.65% 6.98% 11-02-82
Omni 3.09% 10.20% 9.96% 9.97% 09-10-84
S & P 500 Index 28.21% N/A N/A 29.21% 01-03-97
</TABLE>

<PAGE> 70

<TABLE>
<CAPTION>
One Five Ten From Inception
Year Years Years Inception Date
---- ----- ----- --------- ----
<S> <C> <C> <C> <C> <C>
International 2.20% 6.48% N/A 9.77% 04-30-93
International Small Company 2.10% N/A N/A 8.09% 03-31-95
Capital Appreciation 4.45% N/A N/A 11.98% 05-01-94
Growth & Income 4.71% N/A N/A 18.85% 01-03-97
Small Cap Growth N/A N/A N/A 3.66% 05-01-98
High Income Bond N/A N/A N/A (1.11%) 05-01-98
Equity Income N/A N/A N/A 4.96% 05-01-98
Blue Chip N/A N/A N/A 1.41% 05-01-98
Strategic Income (2.78%) N/A N/A 2.06% 01-03-97
Relative Value 19.05% N/A N/A 22.74% 01-03-97
Firstar Growth & Income 1.50% N/A N/A 4.75% 01-03-97
Dow Target Variable:
Dow Target 10 N/A N/A N/A N/A 01-04-99
Goldman Sachs Variable:
G.S. Growth & Income 4.06% N/A N/A 4.06% 01-02-98
G.S. Core U.S. Equity 13.33% N/A N/A 13.33% 01-02-98
G.S. Capitol Growth 12.35% N/A N/A 12.35% 01-02-98
G.S. Global Income 6.84% N/A N/A 6.84% 01-02-98
Janus Aspen Series:
Growth 33.79% 19.74% N/A 19.21% 09-13-93
International Growth 15.62% N/A N/A 17.50% 05-02-94
Worldwide Growth 27.15% 19.64% N/A 22.32% 09-13-93
Balanced 32.44% 17.46% N/A 17.85% 09-13-93
J.P. Morgan Series Trust II:
Small Company (8.25%) N/A N/A 14.96% 01-03-95
Lazard Retirement Series:
Small Cap (4.72%) N/A N/A (6.11%) 11-04-97
Emerging Markets (24.35%) N/A N/A (24.71%) 11-04-97
Morgan Stanley-Dean Witter Universal:
Fixed Income 6.41% N/A N/A 7.10% 01-02-97
U.S. Real Estate (12.09%) N/A N/A 1.37% 03-03-97
Value ( 3.49%) N/A N/A 7.33% 01-02-97
Emerging Markets Debt (30.31%) N/A N/A (19.49%) 06-16-97
Salomon Brothers Variable:
Capital 16.70% N/A N/A 16.70% 01-02-98
Total Return 4.56% N/A N/A 4.56% 01-02-98
Investors 9.23% N/A N/A 9.23% 01-02-98
Strong Variable Insurance:
Growth II 26.90% N/A N/A 26.61% 12-31-96
Opportunity II 11.64% 15.05% N/A 16.64% 05-08-92
Schafer Value II 0.73% N/A N/A (0.30%) 10-10-97
</TABLE>

THE YEAR 2000 ISSUE

We believe we have succeeded in remedying the "Year 2000" problem for all
mission critical internal computer systems and applications. Conversion testing
and implementation for those systems were completed by December 31, 1998. During
the remainder of 1999, peripheral personal computer systems will continue to be
up-graded and tested for Year 2000 implementation. While Ohio National Fund and
its investment adviser have been assured by suppliers of financial services
(including the custodians, the transfer agent and the accounting agent) that
their systems either are already compliant or will be so in sufficient time,
internal auditors intend to

<PAGE> 71

independently test those systems to verify their compliance. We are also
developing contingency plans to be prepared for the possibility that one or more
service providers might not be complaint. If we, Ohio National Fund, its
investment adviser or one of our service suppliers fails to achieve timely and
complete compliance, it could materially impair our ability to conduct our
business, including the ability to accurately and timely value interests in the
contracts.

LOANS UNDER TAX-SHELTERED ANNUITIES

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

We charge an annual effective rate of interest up to 7%. You must generally
repay your loans within 5 years (or 20 years if you use the loan to purchase
your primary home).

The amount of the death benefit, the amount payable on a full surrender and the
amount that will be applied to provide an annuity will all be reduced by your
loan balance, including accrued interest.

<PAGE> 72

OHIO NATIONAL VARIABLE ACCOUNT A

FORM N-4

PART C

OTHER INFORMATION

<PAGE> 73

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements of the Registrant are included in Part B of
this Registration Statement and will be furnished in another post-effective
amendment to be filed before May 1, 1999:

Independent Auditors' Report of KPMG LLP dated February 5, 1999

Statements of Assets and Contract Owners' Equity dated December 31, 1998

Statement of Operations and Changes in Contract Owners' Equity for the
Years Ended December 31, 1998 and 1997

Notes to Financial Statements dated December 31, 1998

Schedules of Changes in Unit Values for the Years Ended December 31, 1998
and 1997
The following consolidated financial statements of the Depositor and its
subsidiaries are also included in Part B of this Registration Statement and
will be furnished in another post-effective amendment to be filed before
May 1,1999:

Independent Auditors' Report of KPMG LLP dated February , 1999

Consolidated Balance Sheets dated December 31, 1998 and 1997

Consolidated Statements of Income for the Years Ended December 31, 1998,
1997 and 1996

Consolidated Statements of Equity for the Years Ended December 31, 1998,
1997 and 1996

Consolidated Statements of Cash Flows for the Years Ended December 31,
1998, 1997 and 1996

Notes to Consolidated Financial Statements dated December 31, 1998, 1997
and 1996

Consent of the following:
Not applicable

Exhibits:

(8)(a) Power of Attorney by a director of the Depositor.

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

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

-1-
<PAGE> 74

(3)(a) Principal Underwriting Agreement for Variable Annuities between the
Depositor and Ohio National Equities, Inc. was filed as Exhibit
(3)(a) of the Registrant's Form N-4 on December 30, 1997 (File no.
333-43515).

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

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

(3)(d) Selling Agreement and commission schedule between Ohio National
Equities, Inc. and other broker-dealers for the distribution of
"ONcore" Variable Annuities was filed as Exhibit (3)(d) of the
Registrant's Form N-4, Pre-effective Amendment No. 2 on April 16,
1998.

(3)(e) Fund Participation Agreement between the Depositor and Janus Aspen
Series was filed as Exhibit (3)(e) of the Registrant's Form N-4,
Pre-effective Amendment no. 1 on April 10, 1998
(File no. 333-43515).

(3)(f) Participation Agreement between the Depositor and Strong Variable
Insurance Funds, Inc. was filed as Exhibit (3)(f) of the
Registrant's Form N-4, Pre-effective Amendment no. 1 on
April 10, 1998 (File no. 333-43515).

(4) Variable Deferred Annuity Contract, Form 98-VA-2, was filed as
Exhibit (4) of the Registrant's Form N-4 on December 30, 1997
(File no. 333-43515).

(5)(a) Tax-Qualified Variable Annuity Application, Form V-4890-A, was
filed as Exhibit (5)(a) of the Registrant's registration statement
on Form N-4, Post-effective Amendment no. 18 on April 25, 1996
(File No. 2-91213).

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

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

(8) Powers of Attorney by certain Directors of the Depositor were filed
as Exhibit (8) of the Registrant's Form N-4, Post-effective
Amendment no. 22 on March 2, 1998 (File no. 2-91213).

-2-

<PAGE> 75

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

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

<S> <C>
Trudy K. Backus* Vice President, Individual Insurance Services

Thomas A. Barefield* Senior Vice President, Institutional Sales

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

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

Michael A. Boedeker* Vice President, Fixed Income Securities

Robert A. Bowen* Senior Vice President, Information Systems

Roylene M. Broadwell* Vice President & Treasurer

Joseph P. Brom* Director and Senior Vice President & Chief
Investment Officer

Dale P. Brown Director
36 East Seventh Street
Cincinnati, Ohio 45202

Jack E. Brown Director
50 E. Rivercenter Blvd.
Covington, Kentucky 41011

William R. Burleigh Director
One West Fourth Street
Suite 1100
Cincinnati, Ohio 45202

Victoria B. Buyniski Director
2343 Auburn Avenue
Cincinnati, Ohio 45219

Raymond R. Clark Director
201 East Fourth Street
Cincinnati, Ohio 45202

David W. Cook* Senior Vice President and Actuary

Ronald J. Dolan* Director and Senior Vice President and Chief
Financial Officer

Michael J. Ferry* Vice President, Information Systems

Michael F. Haverkamp* Vice President and Counsel

John A. Houser III* Vice President, Claims
</TABLE>

-3-

<PAGE> 76

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

<S> <C>
Charles S. Mechem, Jr. Director
One East Fourth Street
Cincinnati, Ohio 45202

James I. Miller, II* Vice President, Marketing Support

Thomas O. Olson* Vice President, Underwriting

David B. O'Maley* Director, Chairman, President and Chief
Executive Officer

James F. Orr Director
201 East Fourth Street
Cincinnati, Ohio 45202

John J. Palmer* Director and Senior Vice President, Strategic
Initiatives

George B. Pearson, Jr.* Vice President, PGA Marketing

J. Donald Richardson* Senior Regional Vice President

D. Gates Smith* Director and Senior Vice President, Sales

Michael D. Stohler* Director and Vice President, Mortgages and
Real Estate

Stuart G. Summers* Director and Senior Vice President and General
Counsel

Dennis C. Twarogowski* Vice President, Career Marketing

Oliver W. Waddell Director
425 Walnut Street
Cincinnati, Ohio 45202

Dr. David S. Williams* Vice President and Medical Director

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

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

-4-

<PAGE> 77

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

<S> <C>
- ------------------------------- -----------------------------
ENTERPRISE PARK, INC. OHIO NATIONAL EQUITIES INC.

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

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

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

Secy. & Dir. J. Fischer VP & Dir. T. Backus

Treas. & Dir. D. Taney VP & Dir. J. Miller

Sr. VP T. Barefield

Secretary & Dir. R. Benedict

Treasurer B. Turner

Compliance Officer J. Dunn

Asst. Secy. M. Haverkamp

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

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
THE OHIO NATIONAL LIFE INSURANCE COMPANY/CINCINNATI
A MUTUAL LIFE INSURANCE COMPANY INCORPORATED UNDER THE LAWS OF OHIO
- -------------------------------------------------------------------------------------------------------------------
S E P A R A T E A C C O U N T S
--------------------------------
A B C D E F
--------------------------------

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

R
---

<CAPTION>
<= Advisor to Advisor to =>
--------------------------------------------------------
<S> <C> <C>
- ----------------------------- -------------------------------- --------------------------------
ONE FUND, INC. O.N. INVESTMENT MANAGEMENT CO. OHIO NATIONAL FUND

A MARYLAND CORPORATION AN OHIO CORPORATION A MARYLAND CORPORATION
AN OPEN END DIVISIFIED A FINANCIAL ADVISORY SERVICE AN OPEN END DIVERSIFIED
MANAGEMENT INVESTMENT COMPANY CAPITALIZED BY ONESCO @ $145,000 MANAGEMENT INVESTMENT COMPANY
- ----------------------------- -------------------------------- --------------------------------
Pres. & Dir. J. Palmer Pres. & Dir. J. Palmer Pres. & Dir. J. Palmer
Vice. Pres. M. Boedeker ----- Vice President M. Boedeker
Vice Pres. J. Brom VP & Dir. G. Smith Vice President J.Brom
Vice Pres. T. Barefield Vice President S. Williams
Vice Pres. S. Williams VP & Dir. D. McClure Treasurer D. Taney
Treasurer D. Taney -------- Secy. & Dir. R. Benedict
Secy. & Dir. R. Benedict Treasurer K. Jaeger Director R. Love
Director R. Love Director G. Castrucci
Director G. Castrucci Secretary M. Haverkamp Director G. Vredeveld
Director G. Vredeveld Sr. Vice Pres. T. Barefield

- --------------------------------- -------------------------------- ---------------------------------
</TABLE>

<PAGE> 78

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

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

ITEM 27. NUMBER OF CONTRACTOWNERS

As of February 5,1999, the Registrant's contracts were owned by 22,946 owners.

ITEM 28. INDEMNIFICATION

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

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

-5-

<PAGE> 79

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

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

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

ITEM 29. PRINCIPAL UNDERWRITERS

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

-6-

<PAGE> 80

The directors and officers of ONEQ are:

<TABLE>
<CAPTION>
Name Position with ONE, Inc.
---- -----------------------

<S> <C>
David B. O'Maley Chairman and Director
John J. Palmer President and Director
Thomas A. Barefield Senior Vice President
James I. Miller Vice President and Director
Trudy K. Backus Vice President and Director
Joni L. Dunn Vice President and Compliance Officer
Ronald L. Benedict Secretary and Director
Barbara A. Turner Operations Vice President and Treasurer
</TABLE>

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

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

<TABLE>
<CAPTION>
Net Underwriting Compensation
Discounts and on Redemption Brokerage
Commissions or Annuitization Commissions Compensation
- ----------- ---------------- ----------- ------------

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

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

(1) Journals and other records of original entry:

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

-7-

<PAGE> 81

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

(2) General and auxiliary ledgers:

Depositor and Custodian

(3) Securities records for portfolio securities:

Custodian

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

Registrant has no such documents.

(5) Records of brokerage orders:

Not applicable.

(6) Records of other portfolio transactions:

Custodian

(7) Records of options:

Not applicable

(8) Records of trial balances:

Custodian

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

Not applicable

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

Depositor

(11) Files of advisory materials:

Not applicable

(12) Other records

Custodian and Depositor

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS AND REPRESENTATIONS

(a) Pursuant to Section 26(e)(2)(A) of the Investment Company Act of 1940, as
amended, The Ohio National Life

-8-
<PAGE> 82

Insurance Company represents that the fees and charges deducted under the
contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred and the risks assumed by The Ohio National
Life Insurance Company.

(b) The Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure audited
financial statements in this registration statement are never more than 16
months old for so long as payments under variable annuity contracts may be
accepted.

(c) The Registration hereby undertakes to include either (1) as part of any
application to purchase any contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information.

(d) The Registration hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made under Form N-4
promptly upon written or oral request.

-9-

<PAGE> 83

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant, Ohio National Variable Account A has caused this
post-effective amendment to the registration statement to be signed on its
behalf in the City of Montgomery and the State of Ohio on this 26th day of
February, 1999.

OHIO NATIONAL VARIABLE ACCOUNT A
(Registrant)

By THE OHIO NATIONAL LIFE INSURANCE COMPANY
(Depositor)

By /s/ Thomas A. Barefield
-----------------------------------------
Thomas A. Barefield, Senior Vice President,
Institutional Sales

Attest:

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

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the depositor, The Ohio National Life Insurance Company, has caused this
post-effective amendment to the registration statement to be signed on its
behalf in the City of Montgomery and the State of Ohio on the 26th day of
February, 1999.

THE OHIO NATIONAL LIFE INSURANCE COMPANY
(Depositor)

By /s/ Thomas A. Barefield
------------------------------------------
Thomas A. Barefield, Senior Vice President,
Institutional Sales

Attest:

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

<PAGE> 84

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

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----

<S> <C> <C>
s/David B. O'Maley Chairman, President, February 26, 1999
- ------------------------- Chief Executive Officer
David B. O'Maley and Director

/s/ Joseph P. Brom
- ------------------------- Director February 26, 1999
Joseph P. Brom

*s/Dale P. Brown Director February 26, 1999
- -------------------------
Dale P. Brown

*s/Jack E. Brown Director February 26, 1999
- -------------------------
Jack E. Brown

*s/William R. Burleigh Director February 26, 1999
- -------------------------
William R. Burleigh

*s/Victoria B. Buyniski Director February 26, 1999
- -------------------------
Victoria B. Buyniski

*s/Raymond R. Clark Director February 26, 1999
- -------------------------
Raymond R. Clark

s/Ronald J. Dolan Director February 26, 1999
- -------------------------
Ronald J. Dolan

*s/Charles S. Mechem, Jr. Director February 26, 1999
- -------------------------
Charles S. Mechem, Jr.

*s/James F. Orr Director February 26, 1999
- -------------------------
James F. Orr

s/John J. Palmer Director February 26, 1999
- -------------------------
John J. Palmer
</TABLE>

<PAGE> 85

<TABLE>
<S> <C> <C>
s/D. Gates Smith Director February 26, 1999
- -------------------------
D. Gates Smith

s/Stuart G. Summers Director February 26, 1999
- -------------------------
Stuart G. Summers

*s/Oliver W. Waddell Director February 26, 1999
- -------------------------
Oliver W. Waddell
</TABLE>

*By s/John J. Palmer
- -------------------------
John J. Palmer
-------------------, Attorney in Fact pursuant to Powers of Attorney, copies
of which have previously been filed as exhibits to the Registrant's
registration statement.
<PAGE> 86

INDEX OF CONSENTS AND EXHIBITS

<TABLE>
<CAPTION>
Page Number in
Exhibit Sequential
Number Description Numbering System
- ------ ----------- ----------------